Mr. Gordon Fraser reports

RESPONSIBLE ENERGY CORPORATION (FORMERLY AD4 CAPITAL CORP.) ANNOUNCES CLOSING OF QUALIFYING TRANSACTION

Responsible Energy Corp., formerly AD4 Capital Corp., has completed its previously announced transaction with Responsible Energy Inc. (REI). In accordance with the terms of the transaction, the company has acquired all of the issued and outstanding Class A common shares of REI in exchange for 53,256,500 (postconsolidation) common shares of the company issued to the shareholders of REI on a 1:1 basis, in accordance with the terms and conditions of the share exchange agreement dated July 31, 2026, between the company, REI and the shareholders of REI. As a result of the transaction, REI became a wholly owned subsidiary of the company. The transaction constituted the qualifying transaction of the company, as such a term is defined in Policy 2.4, Capital Pool Companies, of the TSX Venture Exchange.

The company is expected to recommence trading of its common shares on the TSX-V as a Tier 2 issuer on or about Sept. 2, 2026, under the new trading symbol REH. The transaction remains subject to the final acceptance of the TSX-V.

Gordon Fraser, chief executive officer and director of the company, said: "The completion of our qualifying transaction marks the beginning of an exciting new chapter for Responsible Energy as a public company. We are entering this next phase with a strong foundation built over nearly two decades of technology development, with our Gen 5 FRG system currently undergoing independent validation through the U.S. Department of War's environmental security technology certification program (ESTCP), and a clear focus on commercialization. On behalf of our entire team, I want to thank our shareholders, employees, customers and partners for their trust and support. We look forward to executing our commercialization strategy and creating long-term shareholder value."

The company has filed a filing statement dated Aug. 11, 2026, on SEDAR+ under its profile relating to the transaction. Investors are encouraged to review the filing statement, which provides detailed information about the transaction and the company.

Name change and consolidation

Immediately prior to the completion of the transaction, the company changed its name to Responsible Energy and consolidated its common shares on the basis of one postconsolidation common share for three preconsolidation common shares (a common share of the company following the consolidation being a Responsible Energy share).

Direct registration system (DRS) statements for the Responsible Energy shares (being in the name of Responsible Energy and postconsolidation) will be delivered by Odyssey Trust Company. Beneficial shareholders holding common shares in the capital of the company through an intermediary should be aware that the intermediary may have different procedures for processing the consolidation and are encouraged to contact their respective intermediaries in this regard. No fractional Responsible Energy shares will be issued as a result of the consolidation. Where the consolidation would otherwise result in an entitlement to a fractional Responsible Energy share, the number of postconsolidation Responsible Energy shares issued will be rounded down to the nearest whole number. The name change and consolidation are subject to the final approval of the TSX-V.

As a result of the transaction (but subject to adjustment for rounding), the company has an aggregate of 59,706,500 Responsible Energy shares issued and outstanding. The Responsible Energy shares have Cusip No. 76091R 10 0 and ISIN CA 76091R 10 0 1.

Concurrent financings

Effective Aug. 17, 2026, the company completed a non-brokered private placement of subscription receipts at a price of 15 cents per subscription receipt, for aggregate gross proceeds of $382,500, which subscription receipts converted in connection with the transaction and consolidation into 850,000 Responsible Energy shares. The securities issued to purchasers in connection with the AD4 concurrent financing are subject to a four-month hold period expiring on Dec. 18, 2026, in accordance with applicable securities laws and the policies of the TSX-V. The AD4 concurrent financing is subject to the final approval of the TSX-V.

REI completed non-brokered private placements of 4,672,500 common shares at a price of 50 cents per common share, for aggregate gross proceeds of $2,336,250.

The company intends to use the remaining proceeds of the concurrent financings as described in the filing statement.

Board of directors and management

Following completion of the transaction, the board of directors of the company has been reconstituted to consist of the following persons: Mr. Fraser, Graham Houze, John Pallot, John Coster and Jason Gorel. The officers of the company are now Mr. Fraser as president and chief executive officer, Chris Forbell as chief financial officer, Mr. Houze as vice-president of research and innovation, and Susan Tessman as corporate secretary.

Gordon Fraser, president and chief executive officer, and director

Mr. Fraser founded REI in 2007 and is a co-inventor of FRG technology. With extensive experience in marine engineering, industrial automation and strategic sourcing, he has led the company's evolution from concept through technology development and validation toward commercialization. His earlier career included service with the Royal Canadian Navy and technical and leadership roles at 3M. Mr. Fraser brings more than 35 years of technical and executive leadership experience integrating engineering innovation with industrial-scale operations. He holds a diploma in instrumentation engineering technology (industrial) from St. Lawrence College and professional certification as a Red Seal industrial mechanic.

Chris Forbell, chief financial officer

Mr. Forbell has over 25 years of financial management experience across environmental services, waste management, chemical manufacturing, banking and energy. He has held senior roles with the Royal Bank of Canada, Waste Connections, Chemtrade Logistics and Algonquin Power, where he oversaw financial operations, acquisitions and strategic planning. His expertise includes financial modeling, governance and capital allocation for growth-stage enterprises. Mr. Forbell holds a bachelor of commerce (finance and international business) from McGill University and an MBA from the University of Western Ontario.

Graham Houze, vice-president of research and innovation, and director

Mr. Houze is a chemical engineer and bioscientist with over 35 years of experience in process design, chemical manufacturing and industrial operations. He leads REI's FRG technology development, pilot validation and scientific modeling programs. Previously, he held senior engineering and management roles with Dyno Nobel Nitrogen, Abitibi-Consolidated, and Malette Kraft Pulp & Power. Mr. Houze holds a master of environmental engineering from Carleton University, an MBA from Syracuse University and a bachelor of applied science (chemical engineering, honours) from Queen's University.

Susan Tessman, corporate secretary

Ms. Tessman has more than 30 years of experience in corporate administration and governance for public and private companies. She has served as corporate secretary for several TSX-V-listed issuers and provides corporate compliance and board support services to emerging issuers. Earlier in her career, she worked with the public relations department of the former Vancouver Stock Exchange. Ms. Tessman is recognized for her expertise in continuous disclosure and regulatory filings for public companies.

John Pallot, independent director

Mr. Pallot is a mining industry consultant with over 20 years of experience in public company leadership, specializing in exploration, project management and corporate governance. He has held executive and director roles with Statesman Resources Ltd., Messina Minerals Ltd. and Windarra Minerals Ltd. Mr. Pallot brings expertise in public markets compliance, resource-sector financing and strategic project evaluation to the board of the resulting issuer.

John Coster, independent director

Mr. Coster served more than 20 years in the United States Navy as a master explosive ordnance disposal technician and special operations officer. He is the chief executive officer and president of Victor 12 Inc., a service-disabled veteran-owned small business providing training, logistics and digital learning solutions to defence and federal clients. Under his leadership, Victor 12 has been recognized on the Inc. 5000 list for growth and innovation. Mr. Coster brings expertise in risk management, operational planning and government partnerships.

Jason Gorel, CFA, CPA, CA, ICD.D, CPA (Illinois), independent director

Mr. Gorel is a chartered professional accountant with more than 20 years of experience in public company accounting, financial reporting and governance. He is currently chief financial officer of BMI Group, and has previously held senior finance roles with Covalon Technologies Ltd., SmartCentres REIT and Toronto Community Housing Corp., where he also served as a director and audit committee chair. Mr. Gorel has extensive experience in IFRS (international financial reporting standards), ASPE (accounting standards for private enterprises) and U.S. GAAP (generally accepted accounting principles) reporting, internal controls, and audit oversight, and has held positions with Canadian Apartment Properties REIT, InnVest REIT, BCS Global Networks Ltd. and Cinram International Income Fund. He currently serves on the boards of Moya Financial Credit Union and Fairplay Ventures Inc. Mr. Gorel is also a chartered financial analyst and has completed the Institute of Corporate Directors education program.

Escrow

A total of 4,116,662 Responsible Energy shares are held in escrow pursuant to Section 11.1 of TSX-V Policy 2.4. These are Responsible Energy shares issued in connection with the initial public offering (IPO) of AD4 and upon exercise of options of AD4 prior to the closing of the transaction. Such shares will be released in accordance with the timeline detailed in an attached table.

A total of 37.55 million Responsible Energy shares issued to former shareholders of REI are held in escrow pursuant to Section 3.2 of TSX-V Policy 6.4. Such shares will be released in accordance with the timeline detailed in another table.

Early warning disclosure for Gillian Allen-Fraser

Ms. Allen-Fraser acquired 21.85 million Responsible Energy shares pursuant to the transaction, representing more than 10 per cent of the issued and outstanding Responsible Energy shares. Accordingly, Ms. Allen-Fraser is providing the following disclosure pursuant to National Instrument 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.

Immediately prior to the completion of the transaction, Ms. Allen-Fraser beneficially owned, and had control and direction over, nil Responsible Energy shares. Immediately after the closing of the transaction, Ms. Allen-Fraser beneficially owns, and has control and direction over, 21.85 million Responsible Energy shares, representing approximately 36.6 per cent of the outstanding Responsible Energy shares on an undiluted basis and on a fully diluted basis.

The Responsible Energy shares were acquired by Ms. Allen-Fraser for investment purposes only, and in the future, Ms. Allen-Fraser may acquire additional securities of the company, dispose of some or all of the existing securities she holds or will hold, or may continue to hold her current position, depending on market conditions, reformulation of plans and other relevant factors. All of the Responsible Energy shares owned and controlled by Ms. Allen-Fraser are subject to the escrow agreement.

An early warning report will be filed by Ms. Allen-Fraser pursuant to NI 62-103 on SEDAR+ under the profile of the company. To obtain a copy of the early warning report, please contact Ms. Allen-Fraser, at care of 100, 1336 County Rd. 2, Maitland, Ont., K0E 1P0, or by telephone at 613-865-8045.

Early warning disclosure for Mr. Fraser

Mr. Fraser acquired 11 million Responsible Energy shares pursuant to the transaction, representing more than 10 per cent of the issued and outstanding Responsible Energy shares. Accordingly, Mr. Fraser is providing the following disclosure pursuant to NI 62-103.

Immediately prior to the completion of the transaction, Mr. Fraser beneficially owned, and had control and direction over, nil Responsible Energy shares. Immediately after the closing of the transaction, Mr. Fraser beneficially owns, and has control and direction over, 11 million Responsible Energy shares, representing approximately 18.42 per cent of the outstanding Responsible Energy shares on an undiluted basis and on a fully diluted basis.

The Responsible Energy shares were acquired by Mr. Fraser for investment purposes only, and in the future, Mr. Fraser may acquire additional securities of the company, dispose of some or all of the existing securities he holds or will hold, or may continue to hold his current position, depending on market conditions, reformulation of plans and other relevant factors. All of the Responsible Energy shares owned and controlled by Mr. Fraser are subject to the escrow agreement.

An early warning report will be filed by Mr. Fraser pursuant to NI 62-103 on SEDAR+ under the profile of the company. To obtain a copy of the early warning report, please contact Mr. Fraser at care of 100, 1336 County Rd. 2, Maitland, Ont., K0E 1P0, or by telephone at 613-865-8045.

About Responsible Energy Corp.

Responsible Energy is a Canadian clean technology company commercializing its multipatented Free Radical Gasification (FRG) platform for the destruction of PFAS, AFFF and other hazardous liquid waste streams. Through its operating subsidiaries, the company is advancing FRG through independent third party validation and commercialization to address the growing global demand for permanent hazardous waste destruction solutions. Supported by a portfolio of 10 issued patents, Responsible Energy is focused on deploying its FRG platform to industrial and government customers seeking permanent destruction solutions for PFAS and other hazardous liquid waste streams.

Responsible Energy's Gen 5 FRG system is currently undergoing independent validation under the U.S. Department of War's environmental security technology certification program (ESTCP), an important milestone supporting commercial deployment of the technology for government and industrial applications.

We seek Safe Harbor.