Questerre closes PX acquisition and enters joint venture for the project
Calgary, Alberta — Questerre Energy Corporation ("Questerre" or the"Company")(TSX,OSE:QEC) is pleased to announce it has entered a binding term sheet (the"Term Sheet") for a 50/50 joint venture to own and develop Parana Xisto SA("PXEnergy"), an oil shale production and refining company based in southernBrazil(the "Joint Venture"). The Joint Venture partner is Nice Capital Holdings Ltda("Nice"), a member of the Nimofast Group ("Nimofast"), one of the leadingprivate fuel importers and distributors in Brazil.
Questerre concluded its previously announced acquisition of PX Energy asreported by the Company on July 29, 2025, pursuant to the share purchaseagreement dated July 28, 2025 (the "SPA"). The Company has agreed to amend theSPA to directly acquire 100% ownership of Forbes Resources Brazil Holding SA("Forbes Brazil"), amend certain escrow and indemnity provisions and provideforcertain other amendments and assignments as set forth below. Followingcompletion of the acquisition and subject to certain conditions precedent,including the prior approval by the Brazilian Administrative Council forEconomic Defense ("CADE") and the entering into of a definitive joint ventureagreement ("JVA"), Nice will subsequently acquire a 50% interest in the JointVenture through the acquisition of shares of a newly formed holding company("JVNewco") and Forbes Brazil. Control and management of JV Newco and PX Energy will be shared equallybetweenNice and Questerre. Both parties will have equal shareholder rights, therightsto appoint board representatives, and the responsibility to make equalfinancialand other contributions to the Joint Venture. The parties have agreed on aninitial liquidity commitment of up to an aggregate of US$50 million on an asneeded basis to be shared equally with a priority to secure third partyfinancing. To the extent any equity contribution is required in the near term,Questerre anticipates it will be able to fund its share through its existingfinancial resources.
In conjunction with the execution of the Term Sheet, Questerre also reportedthat Ramon Reis, principal and founder of Nimofast, will be joining the BoardofQuesterre. Additionally, William Con Steers will also be appointed to theBoardof Questerre. Mr. Steers has over 30 years of experience in capital marketsandproject development primarily in Brazil. Mr. Reis and Mr. Steers will begranted1,500,000 and 500,000 options respectively to acquire common shares inaccordance with the Company's stock option plan.
Nimofast will also be granted warrants to acquire 40 million common shares ofQuesterre with an exercise price per share equal to the 5-day VWAP as of thedate hereof (the "Warrants") for a period of 18 months following the closingofthe acquisition and shall be exercisable once Questerre's share price istradingat a weighted average price of $0.50 per share over any 20 consecutive tradingdays. The appointment of the new directors and the issuance of the Warrantsaresubject to regulatory and other approvals.
Questerre continues to advance its plan to spin out its Quebec-based assets(the"Quebec Spinout") and is currently finalizing the proposed structure. Oncefinalized, it is anticipated that existing shareholders of Questerre willreceive a new financial instrument representing their interest in the Quebecassets. The Quebec Spinout is intended to be completed prior to the issuanceofany common shares of the Company in connection with the acquisition of PXEnergyor pursuant to the Warrants. Further information on the Quebec Spinout shallbeprovided once the final plan is determined.
Michael Binnion, President and Chief Executive Officer of Questerre,commented,"This Joint Venture combines our experience with the upstream business ofresource and technology development, with the downstream distribution andlogistics experience of Nimofast. PX Energy will benefit from our jointfinancial strength as we stabilize the business and explore opportunities forgrowth. We are particularly excited about advancing the Red Leaf proprietarytechnology at scale to unlock oil shale globally." He added, "PX Energy is a major employer in the state of Parana and we arecommitted to preserving and growing local jobs and building relationships withlocal contractors. Leveraging our operating experience in Quebec buildingsocialacceptability, we are also committed to transparency in our activities andcompliance with our corporate governance guidelines." Nimofast, one of the leading private fuel importers and distributors inBrazil,has consolidated its position with nationwide coverage, internationaloperations, and annual revenues of approximately US$2 billion. Through Nice,Nimofast will bring not only local expertise but also the ability to enhancesupply chain efficiency, market access, and profitability for PX Energy. ThisJoint Venture creates a unique platform to position PX Energy as a newcompetitive player in Brazil's energy landscape - both as a leader in oilshaleand as a downstream refining and fuel production company. Ramon Reis, principal of the Nimofast Group, commented, "We are very proud tojoin forces with Questerre in this new chapter for PX Energy. For usBrazilians,this asset carries immense symbolic value: it represents technology developedinour country and a strategic contribution to national energy security. Inrecentyears, Nimofast has consolidated its position as one of the leading privatefuelimporters and distributors in Brazil, with nationwide presence andinternationaloperations. The acquisition of PX Energy, in partnership with Questerre, isthematerialization of this growth: the combination of our commercial andlogisticsscale with world-class technological expertise. Together, we will strengthentherefinery, preserve jobs, drive low-carbon innovation, and position PX Energyasa global reference in sustainable shale oil."
The amendments to the SPA required that certain other agreements be assignedtoJV Newco or otherwise be amended to reflect the change of structure.Specifically, the business combination agreement with a Special PurposeAcquisition Company and the agreements with convertible noteholders are to beassigned to JV Newco as part of and as a condition to the closing of the PXEnergy acquisition and execution of the JVA.
The Company received confirmation from the trustee that the bondholders ofForbes Brazil adopted the resolution approving the Proposal as defined in theWritten Resolution dated 24 September 2025. The confirmation is availableonlineat https://newsweb.oslobors.no/message/656278. The Proposal provided for,amongother things, the approval of the acquisition of PX and other amendments tothebond terms subject to the closing of the transaction as disclosed above.
In addition to the various conditions precedent discussed above, completion ofthe Joint Venture remains subject to customary closing conditions, including:
o Required regulatory consents, including clearance from CADE in Brazil;ando Execution of the JVA.
Questerre is an energy technology and innovation company. It is leveraging itsexpertise gained through early exposure to low permeability reservoirs toacquire significant high-quality resources. We believe we can successfullytransition our energy portfolio.
Questerre is a believer that the future success of the oil and gas industrydepends on a balance of economics, environment, and society. We are committedtobeing transparent and are respectful that the public must be part of makingtheimportant choices for our energy future.
For further information, please contact:
Questerre Energy CorporationJason D'Silva, Chief Financial Officer(403) 777-1185 | (403) 777-1578 (FAX) |Email: info@questerre.com
Advisory Regarding Forward-Looking Statements
This news release contains certain statements which constitute forward-lookingstatements or information ("forward-looking statements") within the meaning ofapplicable securities laws in Canada. Any statements about Questerre'sexpectations, beliefs, plans, goals, targets, predictions, forecasts,objectives, assumptions, information and statements about possible futureevents, conditions and results of operations or performance are not historicalfacts and may be forward-looking. Forward-looking information is often, butnotalways, made through the use of words or phrases such as "anticipates","aims","strives", "seeks", "believes", "can", "could", "may", "predicts","potential","should", "will", "estimates", "plans", "mileposts", "projects", "continuing","ongoing", "expects", "intends" and similar words or phrases suggesting futureoutcomes. Forward-looking information in this news release includes, but isnotlimited to, statements in respect of: Consummation of the Joint Venture as setout in the Term Sheet, including the definitive terms of the Joint Ventureuponcompletion and satisfaction of all condition precedents and obtainment of allapprovals, if such arrangement is to be consummated at all; anticipatedbenefitsand synergies resulting from the Joint Venture and transactions contemplatedinconnection therewith; consummation of Questerre's previously announcedacquisition of PX Energy, including the timing thereof, if at all; theparties'ability to satisfy the initial liquidity commitment of up to an aggregated ofUS$50 million; Questerre's ability to fund its share of the Joint Venturethrough its existing financial resources; the appointment of the new directorsto the Board of Questerre, including receipt of all approvals in connectiontherewith; the grant and eventual exercise of the 40 million warrants grantedtoNice, if it is to occur at all; the timing and receipt of any requiredsecurityholder, third-party, stock exchange, or regulatory approvals; andcompletion of the Quebec spin-out, the timing and the definitive termsthereof,if it is to complete at all.
The forward-looking information that may be in this news release is based oncurrent expectations, estimates, projections and assumptions, having regard tothe Company's experience and its perception of historical trend which havebeenused to develop such statements and information, but which may prove to beincorrect, and includes, but is not limited to, expectations, estimates,projections and assumptions relating to: the timely receipt of approval by thestock exchange, third parties, and regulatory bodies approvals in connectionwith the Joint Venture and acquisition; all closing conditions to the JointVenture being satisfied and the closing of the Joint Venture occurring asanticipated; foreign currency exchange rates and interest rates remaining atleast as favorable as they currently are; future crude oil, natural gasliquids,and natural gas prices remaining at least as favorable as they currently are;ability of management to execute on key priorities; the effectiveness ofvariousactions resulting from the Company's strategic priorities; Questerre's abilityto integrate and build on the existing expertise of Nice and its managementteamthrough the Joint Venture, and the results anticipated to flow therefrom; andQuesterre's ability to complete the Quebec Spin-out in a timely manner and oncommercially reasonable terms.
Although Questerre believes that the expectations reflected in theseforward-looking statements are reasonable, undue reliance should not be placedon them because Questerre can give no assurance that they will prove to becorrect. Since forward-looking statements address future events andconditions,by their very nature they involve inherent risks and uncertainties. Currentconditions, economic and otherwise, render assumptions, although reasonablewhenmade, subject to greater uncertainty. Undue reliance should not be placed onforward-looking information as actual results may differ materially from thoseexpressed or implied by forward-looking information.
Events or circumstances may cause actual results to differ materially fromthose predicted as a result of numerous known and unknown risks,uncertainties,and other factors, many of which are beyond the control of the Company,including, without limitation: the following risk factors: the Joint Venturenotbeing completed on the terms anticipated or at all, including due to a closingcondition not being satisfied, including, the inability to obtain receipt ofallnecessary securityholder, third parties, stock exchanges, and regulatoryapprovals or consents, lack of material changes with respect to the partiesandtheir respective businesses; the synergies expected from the Joint Venture notbeing realized; the implementation of Bill 21 by the Government of Quebecadditional funding requirements; exploration, development, and productionrisks;volatility in the oil and gas industry; prices, markets, and marketing ofcrudeoil and natural gas; liquidity and the company's substantial capitalrequirements; prices, markets, and marketing of crude oil and natural gas;political uncertainty; non-government organizations; changing investorsentiment; global financial market volatility; adverse economic conditions;alternatives to and changing demand for petroleum products; environmentalrisks;regulatory risks; inability of management to execute its business plan;competition from other issuers; expiration of licenses and leases; Indigenousclaims; possible failure to realize anticipated benefits of acquisitions; andreputational risks.
Additional information regarding some of these risks, expectations orassumptions and other risk factors may be found in the Company's AnnualInformation Form for the year ended December 31, 2024, and other documentsavailable on the Company's profile at www.sedarplus.ca. Readers are cautionednot to place undue reliance on these forward-looking statements. Theforward-looking statements contained in this news release are made as of thedate hereof and Questerre undertakes no obligations to update publicly orreviseany forward-looking statements, whether as a result of new information, futureevents or otherwise, unless so required by applicable securities laws.
This news release is not an offer of securities for sale in the United States.Securities may not be offered or sold in the United States or to or for theaccount or benefit of US persons (as such terms are defined in Regulation Sunder the United States Securities Act of 1933, as amended (the "U.S.SecuritiesAct")), absent registration or an exemption from registration. The securitiesoffered have not been and will not be registered under the U.S. Securities Actor any state securities laws and, therefore, may not be offered for sale intheUnited States, except in transactions exempt from registration under the U.S.Securities Act and applicable state securities laws. This news release shallnotconstitute an offer to sell or the solicitation of an offer to buy nor shallthere be any sale of the securities in any State in which such offer,solicitation or sale would be unlawful.
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