Questerre updates PX Energy transaction

25 Aug 2025 08:10 CEST

Calgary, Alberta -- Questerre Energy Corporation (“Questerre” or the “Company”)
(TSX,OSE:QEC) reported today on the status of its proposed acquisition of Parana
Xisto SA (“PX Energy”), a privately held oil shale 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”).

Michael Binnion, President & Chief Executive Officer of Questerre, commented,
"Our top priority has been completing due diligence on the Acquisition to ensure
we have an accretive transaction for our shareholders. Site visits have
confirmed that operationally the existing facilities are well maintained and in
full compliance from a HSE perspective. We have also reviewed their proposed
growth projects that are designed to increase throughput."

He added, "Our financial due diligence has identified a larger requirement for
both short-term and long-term liquidity since we announced the transaction. We
believe meeting this urgent need through a comprehensive agreement with
financial partners is vital. It will mitigate the risks of a corporate
reorganization process that could have other impacts on their business.”

“In addition, we have been working with our financial advisors on an arrangement
with the bondholders to ensure they have a path towards realizing a full
recovery of their principal. Although we have not yet reached an agreement, we
are continuing discussions. We have also been in discussions with the holders of
convertible notes issued by F&M Resources as well the parties related to its
agreement with Papaya Growth Opportunity Corp. I, a NASDAQ-listed Special
Purpose Acquisition Company. We remain focused on a sustainable capital
structure for the company given the liquidity requirements and existing cash
flow capacity of the base business", he further added.

He concluded, "We still see the strategic value in this acquisition to advance
our oil shale strategy. Additionally, the company's refining license provide
opportunities to further expand their distribution business. We remain committed
to collaborating with all stakeholders on a transaction that restores the
company's financial flexibility and establishes a viable path to realize its
potential."

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. 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.

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.

All information contained in this news release with respect to PX Energy was
supplied by 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 the Company’s views on the liquidity
requirements of PX Energy, discussions with bondholders and other financial
partners and its commitment to collaborating with all stakeholders on a
transaction.

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;
• foreign currency exchange rates and interest rates;
• future crude oil, natural gas liquids, and natural gas prices;
• 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; 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 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.

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.

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