Questerre announces definitive agreement to acquire 100% of PX Energy

29 Jul 2025 08:00 CEST

Calgary, Alberta -- Questerre Energy Corporation (“Questerre” or the “Company”)
(TSX,OSE:QEC) is pleased to announce that it has entered into a definitive
agreement (the “Definitive Agreement”) to acquire 100% of Parana Xisto SA (“PX
Energy”), a privately held shale oil production and refining company based in
southern Brazil by way of acquisition of the shares of its indirect parent
companies, Forbes & Manhattan Resources Inc. (“F&M Resources”) and Forbes
Participaҫões Ltda (the “Acquisition”).

“This acquisition is a rare opportunity for us to gain the expertise and
capacity to advance our multi-billion barrel oil shale resource in Jordan(1).
I’m very pleased we were able to structure it to ensure the Quebec Assets are
not affected by this deal.” said Michael Binnion, President and Chief Executive
Officer of Questerre. “PX Energy has operated for over thirty years using
technology developed by Petrobras. We believe the PX Energy platform will also
provide us with the operational base, deep expertise, and capital foundation
needed to advance the Red Leaf oil shale and biofuel technology to the next
stage. We are in active discussions with potential co-investors for up to 50% of
this acquisition.”

Transaction Highlights

Assets acquired: PX Energy currently produces approximately 4,500 boe per day,
with a targeted increase to 6,000 boe per day by August 31, 2026, supported by
growth capital projects currently underway.

Purchase consideration: 65 million common shares of Questerre, structured as
follows:

• 15 million common shares issued upon closing, which will be subject to a
voting and lock-up agreement;

• 50 million common shares, released in two tranches based on the achievement of
key performance milestones:
o With respect to the first tranche of 25 million common shares, US$30 million
Free Cash Flow achieved no later than September 30, 2027, with respect to the
second tranche of 25 million common shares, US$40 million Free Cash Flow
achieved no later than September 30, 2028; or
o Equity financings completed at or above C$0.50 per share with respect to the
first tranche for aggregate proceeds of at least C$25 million completed no later
than September 30, 2027 and with respect to the second tranche, an equity
financing at or above C$1.00 per share for aggregate proceeds of at least C$25
million no later than September 30, 2028.





Quebec asset spin-out: It is anticipated that Questerre’s Quebec-based assets
(the “Quebec Assets”) will be transferred into a separate sidecar subsidiary
company (the “Quebec Spin-out”). Questerre anticipates either distributing
preferred shares of Questerre or of the new entity to its existing shareholders
ahead of the closing of the acquisition of PX Energy in order not to dilute its
existing shareholders’ position in the Quebec Assets.

Closing conditions: Completion of the Acquisition is subject to a number of
conditions, including satisfactory due diligence review, board approval,
standard regulatory approvals (including acceptance from the Toronto Stock
Exchange and Oslo Stock Exchange (collectively, the “Exchanges”)) and
third-party approvals including satisfactory waivers by the bond holders and
convertible noteholders in favor of Questerre. Where applicable, the proposed
Acquisition cannot close until the required shareholder approval is obtained.
There can be no assurance that the Acquisition will be completed as proposed or
at all.

The Company has retained Clarksons Securities AS, a Norwegian based investment
banking firm as financial advisor to advise on the existing outstanding debt of
PX Energy including US$80 million in senior secured bonds in Forbes Resources
Brazil Holding SA (the parent company of PX Energy). The Company is anticipating
that a stronger sponsor will be well received by the debt holders and the
holders of US$8 million in convertible promissory notes in F&M Resources.
Financial information on Forbes Resources Brazil Holding SA is available online
at: https://investidores.pxenergy.com.br/.


Strategic Rationale

PX Energy is a vertically integrated refining and shale oil operation with
established ESG performance, favorable cost structures, and a strong growth
trajectory. Its operations generate US Dollar-linked revenues with Brazil
reais-denominated costs, providing robust margin potential in a dynamic
macroeconomic environment.

The acquisition strengthens Questerre’s oil shale footprint and complements its
commitment to advancing environmentally responsible hydrocarbon technologies
through its investee Red Leaf Resources Inc.

About Questerre Energy Corporation

Questerre Energy Corporation is a Calgary-based energy technology company
focused on the responsible development of oil and gas resources across the
Americas. Questerre integrates leading-edge technologies with a disciplined
capital strategy to unlock long-term value while maintaining strong
environmental and social governance standards.


About PX Energy Inc.

PX Energy is a Brazilian shale oil and refining company operating since the
1990s. It employs advanced pyrolysis technology, integrates mining and refinery
operations, and maintains some of the region’s lowest carbon intensity per
barrel. With secured offtake agreements and robust infrastructure, PX Energy is
a platform for scalable, sustainable energy production. More information about
PX Energy is available online at https://pxenergy.com.br/

All information contained in this news release with respect to PX Energy was
supplied by the F&M Resources, for inclusion herein, without independent review
by Questerre, and Questerre and its directors and officers have relied on F&M
Resources for any information concerning the PX Energy.

For further information, please contact:

Questerre Energy Corporation
Jason 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-looking
statements or information (“forward-looking statements”) within the meaning of
applicable securities laws in Canada. Any statements about Questerre’s
expectations, beliefs, plans, goals, targets, predictions, forecasts,
objectives, assumptions, information and statements about possible future
events, conditions and results of operations or performance are not historical
facts and may be forward-looking. Forward-looking information is often, but not
always, 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 future
outcomes. Forward-looking information in this news release includes, but is not
limited to, statements in respect of:

• anticipated benefits of the Acquisition to the Company and its shareholders,
including any operational and economic synergies;
• the timing and receipt of any required securityholder, third-party (including,
satisfactory waivers by the bondholders and convertible noteholders), Exchanges,
or regulatory approvals;
• the ability of the Company and PX Energy to satisfy the conditions to, and to
negotiate and execute a Definitive Agreement and to complete, the Acquisition;
• the anticipated timing for executing a Definitive Agreement;
• the form of the Quebec Spin-out, and any changes to the anticipated structure
thereof;
• the closing of the Acquisition and the Quebec Spin-out, including the timing
thereof, if it is to close at all;
• the application of the HCCO technology to, and the overall integration of, the
PX Energy Platform being acquired, and any operational synergies or economic
benefits that may result;
• PX Energy’s predicted production rates, and its production at similar rates
upon completion of the Acquisition; and
• the achievement of the performance milestones attached to the consideration
payable, and the timing thereof, if at all.
The forward-looking information that may be in this news release is based on
current expectations, estimates, projections and assumptions, having regard to
the Company’s experience and its perception of historical trend which have been
used to develop such statements and information, but which may prove to be
incorrect, and includes, but is not limited to, expectations, estimates,
projections and assumptions relating to:
• the timely receipt of approval of the Acquisition by the Exchanges, third
parties, and other regulatory bodies;
• all closing conditions to the Acquisition being satisfied and the closing of
the Acquisition occurring as anticipated;
• all closing conditions to the Quebec Spin-out being satisfied and the closing
of the Quebec Spin-out occurring as anticipated;
• foreign currency exchange rates and interest rates;
• future crude oil, natural gas liquids, and natural gas prices;
• management’s expectations relating to the timing and results of its other
exploration and development activities;
• ability of management to execute on key priorities;
• the effectiveness of various actions resulting from the Company’s strategic
priorities;
• the Company’s ability to integrate the PX Energy platform to advance its oil
shale and biofuel technology to the next stage;
• the Company’s ability to maintain PX Energy predicted rate of production; and
• the Company’s ability to apply its HCCO technology to the assets being
acquired.
Although Questerre believes that the expectations reflected in these
forward-looking statements are reasonable, undue reliance should not be placed
on them because Questerre can give no assurance that they will prove to be
correct. Since forward-looking statements address future events and conditions,
by their very nature they involve inherent risks and uncertainties. Current
conditions, economic and otherwise, render assumptions, although reasonable when
made, subject to greater uncertainty. Undue reliance should not be placed on
forward-looking information as actual results may differ materially from those
expressed or implied by forward-looking information.

Events or circumstances may cause actual results to differ materially from those
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 Acquisition not being completed on the terms anticipated or at all,
including due to a closing condition not being satisfied, including, the
inability to obtain receipt of all necessary securityholder, third parties
(including satisfactory waivers by the bond holders and convertible
noteholders), Exchanges, and regulatory approvals or consents, lack of material
changes with respect to the parties and their respective businesses;
• the Quebec Spin-out not being completed on the terms anticipated or at all;
• the synergies expected from the Acquisition not being realized;
• loss of key personnel of PX Energy upon completion of the Acquisition;
• the implementation of Bill 21 by the Government of Quebec;
• additional funding requirements;
• exploration, development and production risks;
• volatility in the oil and gas industry;
• prices, markets and marketing of crude oil and natural gas;
• liquidity and the company’s substantial capital requirements;
• prices, markets and marketing of crude oil and natural gas;
• political uncertainty;
• non-government organizations;
• changing investor sentiment;
• global financial market volatility;
• adverse economic conditions;
• alternatives to and changing demand for petroleum products;
• environmental risks;
• regulatory risks;
• inability of management to execute its business plan;
• competition from other issuers;
• expiration of licenses and leases;
• Indigenous claims;
• possible failure to realize anticipated benefits of acquisitions; and
• reputational risks.
Additional information regarding some of these risks, expectations or
assumptions and other risk factors may be found in the Company's Annual
Information Form for the year ended December 31, 2024, and other documents
available on the Company’s profile at www.sedarplus.ca. Readers are cautioned
not to place undue reliance on these forward-looking statements. The
forward-looking statements contained in this news release are made as of the
date hereof and Questerre undertakes no obligations to update publicly or revise
any forward-looking statements, whether as a result of new information, future
events or otherwise, unless so required by applicable securities laws.

Barrel of oil equivalent (“boe”) amounts may be misleading, particularly if used
in isolation. A boe conversion ratio has been calculated using a conversion rate
of six thousand cubic feet of natural gas to one barrel of oil and the
conversion ratio of one barrel to six thousand cubic feet is based on an energy
equivalent conversion method application at the burner tip and does not
necessarily represent an economic value equivalent at the wellhead. Given that
the value ratio based on the current price of crude oil as compared to natural
gas is significantly different from the energy equivalent of 6:1, utilizing a
conversion on a 6:1 basis may be misleading as an indication of value.

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 the
account or benefit of US persons (as such terms are defined in Regulation S
under the United States Securities Act of 1933, as amended (the "U.S. Securities
Act")), absent registration or an exemption from registration. The securities
offered have not been and will not be registered under the U.S. Securities Act
or any state securities laws and, therefore, may not be offered for sale in the
United States, except in transactions exempt from registration under the U.S.
Securities Act and applicable state securities laws. This news release shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of the securities in any State in which such offer,
solicitation or sale would be unlawful.

(1) There is no certainty that it will be commercially viable to produce any
portion of the resources. In October 2016, Questerre commissioned an independent
assessment of its oil shale resources in Jordan (the “Millcreek Report”). The
Millcreek Report was conducted by Millcreek Mining Group, an independent
qualified reserves evaluator, as defined by NI 51-101 with an effective date of
September 30, 2016. The assessment was prepared in accordance with NI 51-101 and
the COGE Handbook. The assessment indicated a best estimate of discovered
petroleum initially in place of between 7.8 billion barrels to 12.2 billion
barrels. Given the preliminary nature of the Millcreek Report, it does not
contain any estimates regarding the timing or cost to obtain commercial
development nor has Questerre finalized the specific technology to be used.
Please reference the Annual Information Form for the year ended December 31,
2016, and dated March 24, 2017, as filed under the Corporation’s profile on
www.sedarplus.ca.

More information:
Access the news on Oslo Bors NewsWeb site

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