Mr. Michael Binnion reports

QUESTERRE ANNOUNCES DEFINITIVE AGREEMENT TO ACQUIRE 100% OF PX ENERGY

Questerre Energy Corp. has entered into a definitive agreement to acquire 100 per cent 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. and Forbes Participacoes Ltda.

"This acquisition is a rare opportunity for us to gain the expertise and capacity to advance our multibillion-barrel oil shale resource in Jordan. 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 30 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 per cent of this acquisition."

Transaction highlights

Assets acquired: PX Energy currently produces approximately 4,500 barrels of oil equivalent per day, with a targeted increase to 6,000 boe per day by Aug. 31, 2026, supported by growth capital projects currently under way.

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, $30-million (U.S.) free cash flow achieved no later than Sept. 30, 2027, with respect to the second tranche of 25 million common shares, $40-million (U.S.) free cash flow achieved no later than Sept. 30, 2028; or
  • Equity financings completed at or above 50 Canadian cents per share with respect to the first tranche for aggregate proceeds of at least $25-million (Canadian) completed no later than Sept. 30, 2027, and, with respect to the second tranche, an equity financing at or above $1 (Canadian) per share for aggregate proceeds of at least $25-million (Canadian) no later than Sept. 30, 2028.

Quebec asset spinout: It is anticipated that Questerre's Quebec-based assets will be transferred into a separate sidecar subsidiary company. 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 not to dilute its existing shareholder position in the Quebec assets.

Closing conditions: Completion of the acquisition is subject to a number of conditions, including satisfactory due diligence review, board approval, standard regulatory approvals (including acceptance from the Toronto Stock Exchange and Oslo Stock Exchange), and third party approvals including satisfactory waivers by the bondholders and convertible noteholders in favour of Questerre. Where applicable, the proposed acquisition cannot close until the required shareholder approval is obtained. There can be no assurance that the acquisition will be completed as proposed or at all.

The company has retained Clarksons Securities AS, a Norwegian-based investment banking firm, as financial adviser to advise on the existing outstanding debt of PX Energy, including $80-million (U.S.) in senior secured bonds in Forbes Resources Brazil Holding SA (the parent company of PX Energy). The company is anticipating that a stronger sponsor will be well received by the debtholders and the holders of $8-million (U.S.) in convertible promissory notes in F&M Resources.

Strategic rationale

PX Energy is a vertically integrated refining and shale oil operation with established environmental, social and governance performance, favourable cost structures, and a strong growth trajectory. Its operations generate U.S.-dollar-linked revenues with Brazil-real-denominated costs, providing robust margin potential in a dynamic macroeconomic environment.

The acquisition strengthens Questerre's oil shale footprint and complements its commitment to advancing environmentally responsible hydrocarbon technologies through its investee Red Leaf Resources Inc.

About Questerre Energy Corp.

Questerre is a Calgary-based energy technology company focused on the responsible development of oil and gas resources across the Americas. Questerre integrates leading-edge technologies with a disciplined capital strategy to unlock long-term value while maintaining strong environmental and social governance standards.

About PX Energy Inc.

PX Energy is a Brazilian shale oil and refining company operating since the 1990s. It employs advanced pyrolysis technology, integrates mining and refinery operations, and maintains some of the region's lowest carbon intensity per barrel. With secured offtake agreements and robust infrastructure, PX Energy is a platform for scalable, sustainable energy production.

We seek Safe Harbor.