Mr. Michael Binnion reports

QUESTERRE CLOSES PX ACQUISITION AND ENTERS JOINT VENTURE FOR THE PROJECT

Questerre Energy Corp. has entered a binding 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 partner is Nice Capital Holdings Ltda., a member of the Nimofast Group, 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 company has agreed to amend the SPA to directly acquire 100-per-cent ownership of Forbes Resources Brazil Holding SA, 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-per-cent 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 $50-million (U.S.), 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 finance its share through its existing financial resources.

In conjunction with the execution of the term sheet, Questerre also reported that Ramon Reis, principal and founder of Nimofast, will be joining the board of Questerre. Additionally, William Con Steers will also be appointed to the board of Questerre. Mr. Steers has over 30 years of experience in capital markets and project development primarily in Brazil. Mr. Reis and Mr. Steers will be granted 1.5 million and 500,000 options, respectively, to acquire common shares in accordance with the company's stock option plan.

Nimofast will also be granted warrants to acquire 40 million common shares of Questerre with an exercise price per share equal to the five-day VWAP (volume-weighted average price) as of the date hereof for a period of 18 months following the closing of the acquisition and shall be exercisable once Questerre's share price is trading at a weighted average price of 50 cents per share over any 20 consecutive trading days. The appointment of the new directors and the issuance of the warrants are subject to regulatory and other approvals.

Questerre continues to advance its plan to spin out its Quebec-based assets and is currently finalizing the proposed structure. Once finalized, it is anticipated that existing shareholders of Questerre will receive a new financial instrument representing their interest in the Quebec assets. The Quebec spinout is intended to be completed prior to the issuance of any common shares of the company in connection with the acquisition of PX Energy or pursuant to the warrants. Further information on the Quebec spinout shall be provided once the final plan is determined.

Michael Binnion, president and chief executive officer of Questerre, commented: "This joint venture combines our experience with the upstream business of resource and technology development, with the downstream distribution and logistics experience of Nimofast. PX Energy will benefit from our joint financial strength as we stabilize the business and explore opportunities for growth. We are particularly excited about advancing the Red Leaf proprietary technology at scale to unlock oil shale globally."

He added: "PX Energy is a major employer in the state of Parana and we are committed to preserving and growing local jobs and building relationships with local contractors. Leveraging our operating experience in Quebec building social acceptability, we are also committed to transparency in our activities and compliance with our corporate governance guidelines."

Nimofast, one of the leading private fuel importers and distributors in Brazil, has consolidated its position with nationwide coverage, international operations and annual revenues of approximately $2-billion (U.S.). Through Nice, Nimofast will bring not only local expertise but also the ability to enhance supply chain efficiency, market access and profitability for PX Energy. This joint venture creates a unique platform to position PX Energy as a new competitive player in Brazil's energy landscape -- both as a leader in oil shale and as a downstream refining and fuel production company.

Ramon Reis, principal of the Nimofast Group, commented: "We are very proud to join forces with Questerre in this new chapter for PX Energy. For us Brazilians, this asset carries immense symbolic value: it represents technology developed in our country and a strategic contribution to national energy security. In recent years, Nimofast has consolidated its position as one of the leading private fuel importers and distributors in Brazil, with nationwide presence and international operations. The acquisition of PX Energy, in partnership with Questerre, is the materialization of this growth: the combination of our commercial and logistics scale with world-class technological expertise. Together, we will strengthen the refinery, preserve jobs, drive low-carbon innovation and position PX Energy as a global reference in sustainable shale oil."

The amendments to the SPA required that certain other agreements be assigned to JV Newco or otherwise be amended to reflect the change of structure. Specifically, the business combination agreement with a special-purpose acquisition company and the agreements with convertible noteholders are to be assigned to JV Newco as part of and as a condition to the closing of the PX Energy acquisition and execution of the JVA.

The company received confirmation from the trustee that the bondholders of Forbes Brazil adopted the resolution approving the proposal as defined in the written resolution dated Sept. 24, 2025. The confirmation is available on-line. The proposal provided for, among other things, the approval of the acquisition of PX and other amendments to the bond terms subject to the closing of the transaction as disclosed above.

In addition to the various conditions precedent discussed above, completion of the joint venture remains subject to customary closing conditions, including:

• Required regulatory consents, including clearance from CADE in Brazil;
• Execution of the JVA.

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. The company believes it can successfully transition its 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. The company is committed to being transparent and is respectful that the public must be part of making the important choices for the energy future.

We seek Safe Harbor.