Calgary, Alberta -- Questerre Energy Corporation ("Questerre" or the "Company")
(TSX,OSE:QEC) updated corporate developments related to the spin out of its
Quebec assets (the "Quebec Spinout") and the PX Energy transaction.
Quebec Spinout
The Company reported that a Special Meeting of Shareholders (the "Meeting") is
scheduled for January 15, 2026, to i) elect the Board of Directors for the
Company and ii) to approve an amendment to the Company's Articles for the Quebec
Spinout. A copy of the management information circular (the "Information
Circular") prepared for the purposes of the Meeting is available on SEDAR+ in
Canada and Newsweb in Norway.
The Quebec Spinout transaction will reorganize the share capital to create and
distribute a new series of "tracking" preferred shares to Shareholders on the
basis of one new preferred share for each existing common share. These tracking
preferred shares will be entitled to the economic benefits of Questerre's Quebec
assets and will track the outcome of those assets under the scenarios below:
(i) a cash settlement related to the legal action to protect shareholder rights
for the Quebec assets, or
(ii) a settlement that allows the Quebec assets to be developed.
The capital reorganization as proposed does not constitute a taxable event under
Canadian or Norwegian tax legislation. Due to Canadian tax legislation
applicable to taxable preferred shares, including Part VI.1 tax under the Income
Tax Act (Canada), the tracking preferred shares will not be redeemable for a
minimum of five years and will be convertible at the option of the Company into
Questerre Common Shares upon the occurrence of certain events.
An amount equal to 5% of the value of any settlement, plus any costs incurred,
will first be allocated to the benefit of Questerre Common Shares to reflect the
ongoing management and stewardship of the Quebec assets including the funding of
costs related to the legal action. Questerre Common Shareholders may also earn
an interest in the income from the Quebec assets in the scenario that allows
future development and Questerre funds the development of these assets.
An Oversight Committee will be formed in connection with the Quebec Spinout
transaction to represent the interests of the preferred shareholders under the
above scenarios. The preferred shareholders will also be entitled to appoint one
Director, designated as the Preferred Director. It is anticipated that the
Preferred Director will initially be Hans Jacob Holden and the Oversight
Committee will consist of Mr. Holden, Mr. Binnion, and Mr. Julian Hammond. The
foregoing summary of the rights, privileges, restrictions, and conditions
attaching to the preferred shares is qualified in its entirety by reference to
the full text of such rights, privileges, restrictions and conditions which are
attached to the Information Circular as Schedule "B."
Michael Binnion, President and Chief Executive Officer, commented, ""The Quebec
tracking preferred shares are designed to allow shareholders to participate
directly in the value realization of the Company's Quebec assets while
segregating the associated regulatory and political risk from the Company's core
operations. The structure provides flexibility for both a negotiated settlement
or a path forward for development, while maintaining appropriate governance
independence."
PX Energy Update
Pursuant to the Share Purchase Agreement dated July 28, 2025, as amended on
September 26, 2025, for the PX Energy acquisition (the "SPA"), the Company has
submitted to the vendors its formal notice for a purchase price adjustment claim
in the amount of US$21.5 million related to working capital adjustments. The
Company received a notice from the vendors vigorously disputing this claim,
alleging a breach of contract, and demanding the first tranche of 15 million
Common Shares be issued immediately.
The Company has taken the position that no further consideration is owed to the
vendors, and, the Company has not issued the first tranche of Common Shares
contemplated under the SPA. The Company will continue its efforts to resolve
this matter with the vendors.
The Company also announced that it expects to close its joint venture agreement
with its local Brazilian partner shortly to advance its international growth
strategy.
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.
Questerre is a believer that the future success of the oil and gas 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 Quebec Spinout and the terms and conditions of the Preferred
Shares, the purchase price adjustment and related claim pursuant to the SPA and
the Company's position and the related legal action.
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