Questerre updates corporate reorganization with key dates

20 Jan 2026 08:00 CET

Calgary, Alberta -- Questerre Energy Corporation (“Questerre” or the “Company”)
(TSX,OSE:QEC) reported today on key information related to the reorganization to
spin out the Company’s Quebec assets.

As noted in the Company’s press release dated January 15, 2026, shareholders
approved a special resolution to implement the reorganization. Pursuant to the
reorganization, the Company’s existing Class A Common Shares (the “Common
Shares”) will be exchanged for a new class of Class A Common Shares (the “New
Common Shares”) and Series 2 Preferred Shares and the original Common Shares
will be cancelled. For each Common Share, the shareholders will receive one (1)
New Common Share and one (1) Series 2 Preferred Share. The New Common Shares
will continue to trade on the TSX and Oslo Bors under the same CUSIP, 74836K100,
and the same ISIN number, CA74836K1003 as the Common Shares. Excluding the
ownership of the Quebec assets, the New Common Shares will possess substantively
the same rights and obligations as the Common Shares. The new Series 2 Preferred
Shares will be issued under the CUSIP 74836K308 and ISIN number CA74836K3082.
The Series 2 Preferred Shares are not currently listed for trading. The Company
is assessing options to have the Series 2 Preferred Shares listed for trading.

As detailed in the information circular dated December 12, 2025 (the “Circular”)
prepared for the Special Meeting of Shareholders held on January 15, 2026,
management of the Company estimates the fair market value of the Series 2
Preferred Shares is approximately C$0.01 per Series 2 Preferred Share. The
Company further notes that the fair market value of the Series 2 Preferred
Shares and the New Common Shares is a question of fact to be determined with
regard to all the relevant circumstances and the estimate is not binding on any
regulatory body.

Key dates related to the corporation reorganization are noted below:

January 15, 2026: Date of shareholder approval
January 21, 2026: Last day of trading in the Common Shares, inclusive of the
right to receive the Series 2 Preferred Shares
January 22, 2026: Distribution Record Date (Canada) (4:30 P.M. EST)
January 22, 2026: Ex-Date (Norway and Canada)
January 23, 2026: Record Date (Norway)
January 27, 2026: Effective Date – Series 2 Preferred Shares to be distributed
and recorded in share registrar by transfer agents in Canada and Norway
January 28, 2026: Estimated date of delivery in VPS to holders in Norway

Further to the details in the Circular, it is expected that the terms of the
Series 2 Preferred Shares (the “Series 2 Share Terms”) will be amended prior to
filing to provide for: (i) the right of the Oversight Committee to nominate a
director for election by the holders of New Common Shares, in lieu of a separate
class vote of the holders of Series 2 Preferred Shares to elect one (1) director
of the Company; and (ii) clarify that approval of the Toronto Stock Exchange
will be required for any conversion by the Company of the Series 2 Preferred
Shares into New Common Shares pursuant to the terms of the Series 2 Share Terms.

In addition, further to the Company’s press release dated December 30, 2025, the
Company also confirms that in connection with the selling shareholders exercise
of the ‘drag along’ provisions in connection with the acquisition of Red Leaf
Resources Inc. (“Red Leaf”), the exchange of Red Leaf common shares after the
Distribution Record Date, will entitle the holder to one (1) Series 2 Preferred
Share for each New Common Share issued to such holders.

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. With new clean technologies and innovation to
responsibly produce and use energy, we can sustain both human progress and our
natural environment.

Questerre is a believer that the future success of the energy 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 Distribution Record Date
and Effective Date of filing of the Articles of Amendment, issuance of the
Series 2 Preferred Shares and the contemplated listing thereof.

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.

More information:
Access the news on Oslo Bors NewsWeb site