Questerre closes PX acquisition and enters joint venture for the project

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CALGARY, Alberta, Sept. 29, 2025 (GLOBE NEWSWIRE) -- Questerre Energy Corporation (“Questerre” or the “Company”) (TSX,OSE:QEC) is pleased to announce it has entered a binding term sheet (the “Term Sheet”) for a 50/50 joint venture to own and develop Parana Xisto SA (“PX Energy”), an oil shale production and refining company based in southern Brazil (the “Joint Venture”). The Joint Venture partner is Nice Capital Holdings Ltda (“Nice”), a member of the Nimofast Group (“Nimofast”), one of the leading private fuel importers and distributors in Brazil.

Questerre concluded its previously announced acquisition of PX Energy as reported by the Company on July 29, 2025, pursuant to the share purchase agreement dated July 28, 2025 (the “SPA”). The Company has agreed to amend the SPA to directly acquire 100% ownership of Forbes Resources Brazil Holding SA (“Forbes Brazil”), amend certain escrow and indemnity provisions and provide for certain other amendments and assignments as set forth below. Following completion of the acquisition and subject to certain conditions precedent, including the prior approval by the Brazilian Administrative Council for Economic Defense (“CADE”) and the entering into of a definitive joint venture agreement (“JVA”), Nice will subsequently acquire a 50% interest in the Joint Venture through the acquisition of shares of a newly formed holding company (“JV Newco”) and Forbes Brazil.

Control and management of JV Newco and PX Energy will be shared equally between Nice and Questerre. Both parties will have equal shareholder rights, the rights to appoint board representatives, and the responsibility to make equal financial and other contributions to the Joint Venture. The parties have agreed on an initial liquidity commitment of up to an aggregate of US$50 million on an as needed basis to be shared equally with a priority to secure third party financing. To the extent any equity contribution is required in the near term, Questerre anticipates it will be able to fund its share through its existing financial resources.