Questor Technology Inc. said it signed a non-binding letter of intent to acquire Emission Rx Ltd., a privately held waste gas combustion services provider based in Calgary, for up to C$3.0 million in total consideration.
The deal structure includes C$500,000 in cash at closing, a further C$500,000 deferred cash payment due 12 months after closing, and 3,333,333 Questor common shares valued at approximately C$1.0 million. An additional earn-out of up to C$1.0 million would be payable based on performance criteria. Questor expects to fund the cash components from existing cash reserves without external financing.
Emission Rx reported forecast revenue of about C$4 million for 2025. The transaction would add Emission Rx’s field service support and an installed base of more than 800 units across five waste gas combustion product lines to Questor’s operations. Questor contributes a rental fleet of more than 100 high-efficiency incinerators.
The agreement would also resolve litigation between the companies that Questor initiated in 2018, with mutual releases allowing Questor to redeploy funds previously allocated to legal costs.
Senior leaders and engineers Jeff Nelson and Justin Bouchard, who have prior experience at Questor, would join Questor in senior operating roles following the deal. The transaction remains subject to definitive agreement execution, due diligence, TSX Venture Exchange acceptance, and receipt of required shareholder, third-party, and regulatory approvals.
The letter of intent terminates automatically if a majority of Questor’s current directors are not re-elected at the company’s annual general meeting on September 9, 2026. Questor has set October 1, 2026, as the targeted closing date.
