Renewal Fuels, Inc. Announces Proposed Merger with Kepler Fusion Technologies

LAS VEGAS, Dec. 01, 2025 (GLOBE NEWSWIRE) -- Renewal Fuels, Inc. (OTC: RNWF) (“RNWF” or the “Company”) today announced that it has executed a non-binding Letter of Intent (“LOI”) with Earth Science Fund I, LLC (“ESF”) and Kepler Fusion Technologies Inc. (“Kepler”). The LOI outlines the framework for a proposed business combination and a planned change of control designed to prepare the combined company for its role as an emerging leader in compact, aneutronic fusion energy systems.

Kepler Fusion Technologies Overview

Kepler Fusion Technologies is developing the Texatron™, a next-generation aneutronic fusion-based power system engineered for deployment in industrial, commercial, remote, and grid-constrained environments. The Texatron™ utilizes:

• Proprietary Deuterium–Helium-3 (D-He3) fusion reaction
• Compact fusion reaction chamber
• Advanced energy-conversion architecture
• Highly integrated control and containment assembly

This fusion pathway highlighted as a “clean fusion” process produces close to no radioactive byproducts, generating only helium-4 and direct electrical output. Kepler’s business model is structured around owning and operating its fusion units while selling electricity to end-users under long-term agreements measured in kilowatt-hours. This “power-as-a-service” strategy is intended to support customers with long duration and high reliability requirements, including heavy industry, data centers, manufacturing facilities, and operators in areas with unreliable or capacity-limited grids.

The Texatron™ platform has been engineered as a scalable green-energy alternative capable of addressing the multi-terawatt-scale market demand. Kepler projects long-term deployment potential within large-scale industrial and commercial markets as demand for non-intermittent, emissions-free energy continues to grow.

Corporate Readiness and Uplisting Strategy

A formal third-party valuation of Kepler’s technology assets and operational model is underway in preparation for the proposed transaction. The company has also initiated engagement with PCAOB-registered audit firms to complete a two-year audit of its financial statements, an essential milestone for SEC reporting.

Renewal Fuels has now completed service of process in the legal complaint filed in Washington State against Justin Costello, the former Chairman and CEO, a step expected to result in the return and cancellation of 1,683,000,000 shares within the next sixty (60) days. In addition, RNWF has also finalized settlement of all remaining non-related third-party debt, leaving no outstanding potentially dilutive external obligations of this nature on the Company’s balance sheet.

These steps are an integral part of combined group’s broader plan to prepare the combined company for an expedited up-listing to Nasdaq or, alternatively, to the newly launched Texas Stock Exchange (TXSE), subject to meeting listing and regulatory requirements.

Proposed Transaction Structure

Under the LOI:

• ESF would acquire control of RNWF through the purchase of one (1) Series 2020 Super Voting Preferred Share, representing majority voting control.
• RNWF would acquire 100% of Kepler's outstanding equity through the issuance of newly issued RNWF common shares.
• Current expectations contemplate up to 240,000,000 RNWF common shares being issued to Kepler shareholders, subject to valuation, due diligence, structural considerations, and negotiation of definitive agreements.
  
  

Both the change of control and the acquisition of Kepler are expected to become effective simultaneously at closing.

“Kepler’s proprietary fusion power platform has the potential to fundamentally reshape how industrial and commercial energy is produced and delivered,” said Brent Nelson, CEO of Kepler Fusion Technologies. “Our internal modeling and technical assessments indicate that the Texatron platform is engineered for continuous, zero-emissions baseload applications capable of supporting infrastructure-scale demand, including use cases that historically require approximately 4,000 TWh annually of reliable power capacity. In prior deployment analyses, Kepler has evaluated commercial scenarios involving long-duration power purchase agreements at indicative pricing levels in the range of $0.0625 per KWh, and system configurations designed to operate within markets representing an estimated industrial and commercial baseload demand of annual electricity consumption.”

“These evaluations are preliminary and are based on engineering readiness, validation milestones, and commercial-use assumptions reflected in our development roadmap,” Nelson continued. “We believe the combination with RNWF will provide the public-company structure needed to advance commercialization efforts, support institutional engagement, and prepare the business for larger-scale deployment opportunities.”

“This LOI marks an important step in transforming RNWF into a development-stage clean-energy company centered around a truly disruptive fusion technology,” said Richard Hawkins, CEO and President of Renewal Fuels, Inc. “Kepler’s power-as-a-service model offers the potential for significant long-term value creation, and we look forward to advancing our due diligence and negotiating the definitive agreements.”

Non-Binding Nature of the LOI

The LOI is non-binding and does not obligate any party to proceed with the transaction. Completion remains subject to satisfactory due diligence, execution of definitive agreements and regulatory and corporate approvals. There is no assurance that any transaction will be completed.

About Renewal Fuels, Inc.

Renewal Fuels, Inc. (OTC: RNWF) is a Delaware corporation that has recently completed a comprehensive corporate reset, achieving full OTC Markets compliance, eliminating toxic debt, and restoring a clean governance and capital structure. The Company is focused on disciplined execution of strategic transactions designed to enhance long-term shareholder value. Renewal Fuels also owns MicroCap Advisors, its wholly owned advisory subsidiary supporting corporate development and acquisition activities. For more information visit:

About Kepler Fusion Technologies

Kepler Fusion Technologies is an advanced-energy company developing a compact, aneutronic fusion power system designed for global deployment. Its Texatron™ platform is engineered to deliver clean, continuous, emission-free electricity with no radioactive waste. For more information, visit: .

A supplemental presentation outlining Kepler Fusion Technologies’ platform, commercial model, and preliminary deployment framework has been made available for investors and stakeholders. The presentation can be accessed at the following link: .

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements include statements regarding the Company’s plans, objectives, expectations, and intentions, including statements regarding the proposed acquisition, potential change of control, SEC registration, exchange uplisting, and future business operations. Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “should,” “will,” “would,” and similar expressions identify forward-looking statements. These statements are based on management’s current expectations and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in forward-looking statements. Important factors that could cause such differences include, but are not limited to: the ability to negotiate and execute definitive agreements; the ability to satisfy closing conditions; due diligence findings; regulatory approvals; market conditions; competitive factors; the ability to obtain financing; the ability to engage audit firms and complete audited financial statements; the ability to achieve and maintain compliance with SEC and exchange listing requirements; and general economic conditions. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to publicly update or revise any forward-looking statements.

Disclosure Statement (Dated December 1, 2025)

Disclosure:

As of December 1, 2025, the information contained in this release is believed to be accurate and based on currently available data provided by Renewal Fuels, Inc., Kepler Fusion Technologies, and Earth Science Fund I, LLC. The parties acknowledge that the LOI is non-binding and subject to completion of due diligence, negotiation of definitive agreements, and satisfaction of closing requirements. No assurances can be given that the proposed combination or change of control will be completed as described, or at all. All summaries herein are provided for informational purposes only and do not constitute an offer to sell or a solicitation of an offer to buy any securities.

Investor Relations Contact:

Richard Hawkins

President and CEO

Renewal Fuels, Inc.