ANNUAL INFORMATION FORM – XEBEC ADSORPTION INC. – For ...

History
Overview of Xebec’s Business Prior to the Arrangement
Prior to the Arrangement, Xebec was a private corporation. The following section
presents an overview of Xebec’s business history and complements the historical information
already disclosed in the present AIF.
In 1967, Xebec’s predecessor, Xebec Inc., was founded and began producing compressed
air products in Sainte-Rose, a suburb north of Montreal. In 1998, Xebec Inc. was purchased by a
major corporation operating in the air and gas compression industry and continued operating as a
wholly owned subsidiary thereof. In 2001, Xebec Inc. relocated its entire operations to the
Company’s manufacturing facility and head office in Blainville, Québec.
In 2002, Xebec Inc. was awarded its first International Organization for Standardization
certification which consisted in the ISO9001: 2000 certification for quality management. In
2005, Xebec Inc. was awarded the ISO14001: 2004 certification for environmental management
as well as the Occupational Health and Safety Assessment Series certification consisting in the
OHSAS 18001: 1999 certification for health and safety. In 2005, Xebec Inc.’s parent was
purchased by a major corporation operating in the air and gas compression industry.
By 2007, Xebec Inc. had, in terms of the number of units sold, become the largest
compressed air and gas adsorption company in North America, providing adsorption solutions to
a number of original equipment manufacturers and selling approximately 1000 adsorption units
annually.
In 2007, Xebec Inc.’s management comprised of, at the time, Kurt Sorschak, Daniel
Gagnon, and Graham Robson purchased essentially all of the assets and business of Xebec Inc.
in the compressed air and gas industries through Xebec and continued to provide engineered
adsorption solutions to its customers in these industries.
In March 2009, Xebec and QuestAir announced that they had entered into a definitive
agreement to proceed with the Arrangement, whereby the parties had agreed to combine their
businesses to create a North American leader in the renewable natural gas and gas purification
sectors.
Overview of QuestAir’s Business Prior to the Arrangement
QuestAir was founded in 1996 to develop and commercialize proprietary innovations in
pressure swing adsorption technology. QuestAir was financed by venture capital investors and
strategic investors before it went public in December 2004, concurrently listing its common
shares on the AIM Market of the London Stock Exchange Plc and the TSX.
Prior to 2003, QuestAir was focused on developing hydrogen purifiers for use with
hydrogen fuel cell vehicles. In 2003, the Board of Directors endorsed a change of strategy in
order to focus more energies and resources on nearer-term market opportunities for its products.
This strategy was designed to decrease QuestAir’s dependence on the mass adoption of vehicular
fuel cells in order to achieve profitability. As a result, QuestAir focused on selling hydrogen
- 7 -