Questerre announces definitive agreement to acquire 100% of PX Energy

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CALGARY, Alberta, July 29, 2025 (GLOBE NEWSWIRE) -- 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:
  • 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
  • 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.