Questerre to acquire remaining interest in Red Leaf Resources

01 Dec 2025 00:56 CET

Calgary, Alberta -- Questerre Energy Corporation (“Questerre” or the “Company”)
(TSX,OSE:QEC) is pleased to announce its plans to consolidate the remaining
common equity interest in Red Leaf Resources, Inc. (“Red Leaf”) through an
exchange of Red Leaf common shares for Class “A” Common voting shares of
Questerre (“Questerre Common Shares”). Red Leaf is a private US-based technology
company whose principal assets include its patented HCCO® oil-shale processing
technology and mineral leases in the State of Utah. Questerre currently holds
approximately 40% Red Leaf’s common equity capital.

Michael Binnion, President, and Chief Executive Officer of Questerre, commented,
“Consolidating ownership of Red Leaf is the next step in our oil shale strategy.
Their patented HCCO® technology to produce oil from shale with integrated carbon
capture remains, in our view, a compelling opportunity to unlock oil shale
globally. Together with our PX Energy acquisition, we now have an integrated oil
shale platform that combines new technology incorporating carbon capture,
existing production and refining operations and access to resources in the state
of Utah, Kingdom of Jordan and in Brazil. As a first step, our operations in
Brazil can provide an ideal platform to advance a small scale commercial HCCO
project.”

Red Leaf’s assets include its patented HCCO® technology, mineral leases in the
state of Utah for oil shale, a permit for a wax processing facility and title to
over 7,000 acres in the Uintah Basin and cash and investments of over US$9
million. The acquisition values Red Leaf at US$43 million less an applicable
discount for lack of control and marketability according to a third party
valuation report prepared as of December 31, 2024, resulting in an acquisition
price of US$7.5 million subject to working capital adjustments.

Shareholders representing approximately 40% of Red Leaf’s common shareholders
excluding Questerre, representing a majority of the non-Questerre shareholders,
have agreed to exchange their Red Leaf common shares for Questerre Common Shares
subject to conditions precedent under the terms of the share purchase agreement.
It is anticipated the selling shareholders will exercise the provisions under
the Red Leaf stockholders agreement requiring the remaining common shareholders
to accept the offer on the same terms. Subject to tax and other considerations,
the preferred share equity of Red Leaf representing US$1.9 million of principal
and accrued dividends intend to participate in this transaction. This
participation will be structured through a redemption or acquisition of their
ownership by Questerre. A majority of the preferred shares, including those held
by the Chief Executive Officer representing over 60% of the outstanding
preferred shares, have indicated their support for this transaction.

The exchange ratio is based on the thirty-day weighted average price of $0.31
(US$0.22) per Common Share. Based on Red Leaf’s shares outstanding utilizing a
deemed price of US$21 per Red Leaf share and an exchange ratio of 94 Questerre
Common Shares for one Red Leaf share, the Company could issue up to a maximum of
20 million Common Shares to the Red Leaf shareholders to acquire all the
remaining common equity of Red Leaf. The Common Shares will be issued under
applicable prospectus exemptions in Canada and Norway and subject to applicable
securities legislation in the United States. Closing of the transaction is
subject to receipt of requisite approvals and an initial closing is scheduled
for the end of this month.

Questerre is an energy technology and innovation company. It is leveraging its
expertise gained through early exposure to low permeability reservoirs to
acquire significant high-quality resources. We believe we can successfully
transition our energy portfolio.

Questerre is a believer that the future success of the oil and gas industry
depends on a balance of economics, environment, and society. We are committed to
being transparent and are respectful that the public must be part of making the
important choices for our energy future.

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 the proposed consolidation of Red Leaf’s remaining equity and the
timing, structure, and maximum share issuance; receipt of stock exchange and
regulatory approvals and any other required third-party or shareholder
approvals; and the strategic benefits of consolidating Red Leaf, including
potential synergies and the advancement of a commercial HCCO project.

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: 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 for publication or distribution, directly or
indirectly, in or into the United States. 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 referred to herein 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. No public offering of securities is being made
in the United States. 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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