Questerre closes acquisition of Red Leaf Resources Inc.

30 Dec 2025 08:30 CET

Calgary, Alberta -- Questerre Energy Corporation (“Questerre” or the “Company”)
(TSX,OSE:QEC) is pleased to announce it has closed the acquisition of Red Leaf
Resources Inc. (“Red Leaf”) through the exchange of Red Leaf common shares for
Class “A” Common voting shares (“Questerre Common Shares”).

Michael Binnion, President and Chief Executive Officer of Questerre, commented,
“The closing of the Red Leaf acquisition is another step forward in our strategy
to commercialize oil shale as a globally competitive resource. Red Leaf hold
rights to over several hundred million barrels of oil share resource in Utah. In
Jordan, we are negotiating an extension to our exclusive rights to the
Isfir-Jafr project with over several billion barrels of oil shale resource. The
recently acquired PX Energy has existing oil shale reserves and resources and is
currently producing over 4,000 barrels per day of oil equivalent using the
Petrosix technology developed by a Brazilian supermajor. We believe Red Leaf’s
HCCO® technology represents a significant improvement in efficiency and
economics to unlock these oil shale resources globally.”

The Company issued a total of 17.25 million Questerre Common Shares to acquire
just over 50% of the outstanding common share capital of Red Leaf from the
selling shareholders. Including the nearly 40% currently held by Questerre,
Questerre now owns over 90% of the issued and outstanding common shares of Red
Leaf. Pursuant to the Red Leaf stockholders agreement, the selling shareholders
have exercised the ‘drag along’ provisions requiring the remaining common
shareholders to accept the offer on the same terms. Subject to applicable
securities regulations, it is anticipated that up to an additional 3.1 million
Questerre Common Shares or equivalent consideration will be issued to acquire
this remaining interest.

The Company also reported that the majority of the preferred shareholders of Red
Leaf, including the Chief Executive Officer of Questerre, have agreed to sell
their preferred shares for the face value plus accrued dividends. Excluding the
16% of the preferred share capital held by Questerre, the Company will pay
approximately US$1.6 million to acquire these preferred 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. Its other assets include 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 US$9 million.

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 Company’s strategy to commercialize oil shale resources globally,
the Company’s plans to extend the exclusive rights to its project in Jordan, the
Company’s views on the Red Leaf HCCO technology and the acquisition of the Red
Leaf preferred shares.

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.

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. For more information, please refer
to Questerre’s press release dated October 27, 2016 and Questerre’s Annual
Information Form dated March 24, 2017 available on its website at
www.questerre.com or on SEDAR+ at www.sedarplus.ca.

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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