Audrey Mascarenhas Sets the Record Straight for Fellow Questor Shareholders

Key Terms

letter of intent financial

A letter of intent is a document that shows an agreement in principle between parties to work towards a future deal or transaction. It outlines their intentions and key terms, acting like a roadmap before a formal contract is signed. For investors, it signals serious interest and helps clarify expectations early in the process.

universal proxy card regulatory

A universal proxy card is a single voting ballot sent to shareholders that lists every director nominee put forward by both the existing board and any challengers, allowing investors to pick any mix of candidates they prefer. Like a combined ballot at a community election, it makes voting easier, increases individual shareholder control, and can materially change the dynamics, cost and likely outcome of contested board elections.

national instrument 51-102 regulatory

National Instrument 51-102 is a Canadian securities rule that requires public companies to regularly publish clear, standardized information about their finances and significant developments, such as quarterly and annual reports, management discussion and analysis, and notices of material changes. For investors it acts like a rule forcing businesses to keep their financial “windows” clear and up to date, making it easier to compare companies, spot risks, and make informed decisions.

beneficial ownership regulatory

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

View in glossary

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

• Special Committee of the Board Has Rapidly Established a Track Record of Poor Governance and Decision Making; Lacks Skills Necessary to Set Strategy
• Recent Emission Rx LOI Raises Questions About Special Committee’s Judgment and Timing
• Mascarenhas’ Proposed Director Nominees Have Critical Industry, Financial and Governance Expertise to Guide Questor at this Pivotal Time
• Shareholders Holding more than 50% of the Shares Have Communicated Their Support for Mascarenhas’ Slate

CALGARY, Alberta--(BUSINESS WIRE)-- Dear Fellow Shareholders,

I am writing to correct the record and explain why this upcoming meeting is about restoring disciplined governance, credible strategy, and shareholder-aligned leadership at Questor Technology Inc. (“Questor” or the “Company”). For more than 26 years, I helped build Questor’s technology, commercial relationships and market position, and as the Company’s largest shareholder, with approximately 18.62% ownership, direction or control (based on the most recent information publicly disclosed by Questor and/or published by the TSX Venture Exchange), my interests are directly aligned with yours.

You will decide Questor’s future at the Annual General Meeting (“AGM”) scheduled to be held on September 9, 2026.

Recent Actions of Incumbent Board Raise Serious Concerns for Fellow Shareholders

The Board established a Special Committee that excludes me, and that committee is now asking shareholders to trust its judgment and purported commitment to transparency. Its recent actions tell a different story:

– Just 21 days before this vote, the Special Committee announced a non-binding Letter of Intent to pay up to $3 million to acquire Emission Rx, settle Questor's litigation against it, and re-hire its founders, the very individuals Questor sued for taking its confidential information and proprietary technology. The court convicted them for their falsehoods, called their conduct "intentional deception" and found they had engaged in a "common scheme to propagate the deceit." Questor's lawsuit asks the Court to confirm that Emission Rx's technology is Questor's own. Fortunately for shareholders, the Letter of Intent is non-binding and expires automatically if a majority of the current Board is not re-elected at the AGM.

– After nearly 30 years at Questor, during which I helped establish the Company as a market leader with international brand recognition, the Special Committee directors terminated me without notice, investigation, opportunity to respond, transition plan or a strategy to protect shareholder value. The termination occurred while several key projects were underway, including on the morning I was scheduled to fly to Nigeria to advance a significant opportunity. The Board has since installed an interim CEO, despite ongoing negotiations on major opportunities that depend on continuity of relationships built over decades.

– In its April 2026 public communications, the Board praised my leadership, vision and the international brand recognition I created for Questor, while completely omitting that they had terminated me for cause.

– The Company’s handling of the AGM has further undermined confidence in the Special Committee’s governance judgment. After delaying and cancelling the June 15 meeting, the Company excluded me from its director slate despite my contractual rights, omitted our nominees from shareholder materials after receiving timely advance notice, and failed to provide a universal proxy card, making it harder for shareholders to choose among all proposed directors. This is despite the Company's claims that it wants to ensure shareholders can make fully informed decisions at the AGM.

The Board Is Selling You Misleading Headline Numbers, Not the Full Picture

Three times in its shareholder letter, the Board Chair leads with a large number and lets you draw your own conclusion without the full context. Look closely at each one:

Compensation. The Board points to approximately $7 million paid to me since I became an officer of Questor in late 1999. Over 26 years, that equates to approximately $269,000 per year, which is well below typical compensation for the CEO of a public company. I also began building Questor in the early days without compensation, invested my own capital in the Company, and have maintained my investment in the Company. Each year, my compensation was reviewed and approved by independent directors, including the same directors now citing it as a criticism.

Share value. The Board’s letter selects a February 2020 peak and compares it to the date of my termination, without acknowledging broader market and regulatory factors or Questor’s longer-term record of value creation. Under my leadership, Questor saw multiple periods of major share-price growth: from $0.08 to $0.78 between 2006 and 2007 (up more than 875%); from $0.29 to $5.00 between 2012 and 2014 (up more than 1,600%); and from $0.45 to $5.11 between 2016 and 2019 (up more than 1,000%). The post-2020 decline coincided with the COVID-era collapse in exploration-and-production capital spending and a U.S. regulatory rollback that materially reduced demand in Questor’s core North American markets. In response, I repositioned Questor toward Nigeria, Mexico, the Middle East and North Africa, where demand created a renewed opportunity for growth. By deploying the depreciated, underutilized U.S. rental fleet into these international opportunities, Questor has the potential to create significant shareholder value and generate near-term free cash flow following the initial unit startups. Questor’s game-changing opportunity is now in jeopardy.

Litigation. The Board highlights a damages figure of more than $26 million, but that figure reflects only one part of my claims. My primary and preferred remedy is not a cash payment; it is reinstatement of the right leadership and Board composition to restore long-term value creation for all shareholders. I am also seeking standard remedies associated with what I allege was a wrongful dismissal, including withheld severance and clawed-back equity awards. The larger figure applies only in the alternative if timely reinstatement is no longer available and reflects the pro rata shareholder value I risk losing if Questor’s pending opportunities are not executed.

The pattern is consistent: the Board selects favorable figures, strips away necessary context, and asks shareholders to draw conclusions from an incomplete record.

The Real Trajectory

Questor is not where it needs to be, and as the Company’s largest shareholder, I recognize that directly. Momentum was building before the Special Committee abruptly changed course without a clear strategy or transition plan. In fiscal 2025, under my leadership, year-over-year revenue grew by more than 50%, gross profit more than doubled, and Questor was shifting from dependence on a weak North American market towards active, high-value relationships in Nigeria, Mexico, the Middle East and North Africa with companies such as SLB, Seplat Energy and TotalEnergies. That is the momentum the Special Committee directors interrupted in April.

The incumbent directors have almost no capital at risk in Questor. They directly hold less than 1.5% of the outstanding shares. Their interests are not aligned with yours.

By contrast, I have spent over 26 years building Questor from a company on the edge of bankruptcy into a business centered on ISO-verified 99.99% clean combustion technology. I have developed all of the technology that is patented at Questor and hold many of the key customer and government relationships. I have spent years developing these relationships that have led to the international opportunities now under discussion that cannot be transferred overnight, particularly at a moment when execution depends on continuity, trust, and sector credibility.

A Qualified Board Slate Built for This Moment

Questor’s current Board lacks depth in the areas most important to the Company’s next phase: commercializing clean technology at scale, operating internationally in energy markets such as Nigeria, Mexico, and the Middle East, and providing the financial and governance oversight expected of a public company. Despite receiving timely notice of my nominations prior to the date of Questor’s proxy materials, and repeated urgings that Questor include all material information about the alternative slate I have put forward in its AGM materials to ensure shareholders can make fully informed voting decisions, Questor has refused to do so. As a result, I have no choice but to provide this information to my fellow shareholders – you deserve all the facts.

Each of my nominees (other than myself) is independent of both Questor and myself and was selected to address a specific capability gap.

– Aloysius (Lowy) H. Gunnewiek brings direct experience commercializing industrial and clean technology as a CEO. He led Solex Thermal Science Inc., currently chairs ElectroKinetic Solutions Inc., previously served as CEO of Sproule, and brings senior relationships across the Calgary and international energy sectors. That judgment is directly relevant as Questor evaluates how to commercialize the ORC power generation program.

– Dr. Tauseef Salma has spent her career at the center of emissions reduction and decarbonization technology. She was most recently Chief Technology Officer, Clean Air at Johnson Matthey PLC (LSE: JMAT), and before that at Flowserve Corporation (NYSE: FLS) and Baker Hughes (NASDAQ: BKR), where she ran a $2 billion P&L across more than 50 countries. That experience is directly relevant to Questor’s business, and she also brings exactly the international operating experience Questor needs as it builds out Nigeria, Mexico, the Middle East and North Africa markets.

– Shahid Qureshi is a designated financial expert who chairs or sits on multiple public and public-sector audit committees, including at Magnetic North Acquisition Corp. (TSXV: MNC) and Parks Canada. Financial oversight is critical for this Board, and Shahid has the experience necessary to ensure strong financial governance.

– Malcolm Robert Cox has already done the job Questor’s Board needs done: he ran a public energy-services company, Enerflex Systems Ltd., the TSX-listed predecessor of today's Enerflex Ltd. (TSX: EFX; NYSE: EFXT), as President and CEO, and has spent two decades since leading Chamco Industries Ltd. He knows what disciplined public-company execution in this sector looks like, from the inside.

Shareholders deserve seasoned leadership that helped build Questor and a new Board with the right mix of expertise needed to oversee execution, protect shareholder value, and act in the best interests of all shareholders.

To date, shareholders who, together with me, hold more than 50% of the shares have communicated their support for my slate. As Questor’s largest shareholder and innovator, my objective is straightforward: protect the Company and execute a plan that creates value for all shareholders.

Thank you for your continued confidence in Questor, its people, and its future.

Sincerely,
Audrey Mascarenhas, P.Eng., FCAE.
Builder-Former CEO, Current Director & Largest Shareholder, Questor Technology Inc.

ADDITIONAL INFORMATION

This news release is for informational purposes only and is not meant to constitute proxy solicitation material or a solicitation of any proxy within the meaning of applicable corporate or securities laws. Ms. Mascarenhas is relying on an exemption contained in section 9.2(2) of National Instrument 51-102 – Continuous Disclosure Obligations and paragraph 8 of Alberta Securities Commission Blanket Order 51-520 to solicit proxies from no more than 15 Questor securityholders in connection with her nominations.

Ms. Mascarenhas has had beneficial ownership, and/or control and/or direction, over more than 10% of Questor’s shares for more than two decades, as publicly disclosed on the System for Electronic Disclosure by Insiders (SEDI) and in all of Questor's management information circulars filed since at least 2001. Since May 2020, other than through the exercise of options or other rights relating to Questor’s securities, Ms. Mascarenhas has not acquired or disposed of beneficial ownership of, and/or control and/or direction over, shares. As of the date hereof, Ms. Mascarenhas, either alone or together with her potential joint actors (namely Alex Verge who is Ms. Mascarenhas’ spouse) and/or Flare Energy Ltd. (a family-owned business of which Ms. Mascarenhas is the President and a director and, accordingly, an associate and/or affiliate of Ms. Mascarenhas and/or Alex Verge), is the registered and/or beneficial owner of, and/or has control and/or direction over, an aggregate of 5,171,366 shares (representing approximately 18.62% of the issued and outstanding shares, based on the most recent information publicly disclosed by Questor and/or published by the TSX Venture Exchange).

Questor publicly disclosed that, as of December 31, 2025, Ms. Mascarenhas held outstanding equity compensation awards consisting of 100,000 stock options and 50,000 RSUs/PSUs. Questor subsequently asserted that those awards were forfeited upon Questor’s purported wrongful termination of Ms. Mascarenhas’ employment as President and CEO in April 2026. Ms. Mascarenhas disputes the validity of that termination and the alleged forfeiture. Her entitlement to those awards forms part of ongoing litigation commenced by Ms. Mascarenhas against Questor and others. Ms. Mascarenhas reserves all rights with respect to, among other things, those awards and any securities issuable thereunder.

This news release may contain forward-looking information within the meaning of securities laws that reflect Ms. Mascarenhas’ current expectations, assumptions and estimates of future conditions, events, or performance. Words such as “anticipate”, “believe”, “continue”, “create”, “expect”, “future”, “intend”, “may”, “opportunity”, “plan”, “position”, “potential”, “propose”, “seek”, “will”, “would” and similar words and variations thereof identify forward-looking information. Such forward-looking information includes, but is not limited to, statements concerning the anticipated performance of the Company; the Company’s growth, performance and operations; Ms. Mascarenhas’ intention to nominate her nominees at the shareholders’ meeting and to vote for the election of such nominees and against/withhold from any other nominees or business presented; the support anticipated and/or communicated for Ms. Mascarenhas’ nominees from certain other shareholders; Ms. Mascarenhas’ intention to solicit proxies from no more than 15 Questor securityholders; the potential nature and impacts of Questor’s strategic review and/or proposed transaction to acquire Emission Rx; the conduct and outcome of the litigation referred to herein; the anticipated benefits of changes to Questor’s Board of Directors and leadership; and the business, operations, strategy and prospects of Questor. Forward-looking information is based on certain expectations and assumptions made by Ms. Mascarenhas and is not a guarantee of actual future events, performance or results. Although Ms. Mascarenhas believes the expectations and assumptions on which the forward-looking information is based to be reasonable, undue reliance should not be placed on the forward-looking information as actual events, performance or results may be materially different or adverse. Ms. Mascarenhas undertakes no obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by securities laws.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260823171222/en/

Media Contact:
LSP-mascarenhas@longacresquare.com

Source: On behalf of Audrey Mascarenhas