Questerre Energy Corporation (QEC)

TekBot · mai 14, 2025, 9:34pm

Questerre reports first quarter 2025 results

Calgary, Alberta – Questerre Energy Corporation (“Questerre” or the “Company”) (TSX,OSE:QEC) reported today on its financial and operating results for the quarter ended March 31, 2025.

Michael Binnion, President and Chief Executive Officer of Questerre, commented, “Three wells at Kakwa North were completed this quarter. Including flush volumes, our daily production has averaged over 3,500 boe per day since the tie-in in early April. We plan to participate in a follow-up three (1.5 net) well program that could begin this fall.”
…
Vis børsmeldingen

He added, “Securing energy supplies and diversifying markets is a priority in Canada following the seismic shift in US trade policy. This is especially true in Quebec where imports account for nearly half their total energy demand. There is a growing consensus in the province that energy infrastructure, including pipelines and LNG export facilities, should be revisited. Our discovery could provide a secure supply of natural gas and help solve their existing electrical energy shortage while reducing Canadian and global emissions.”

He further added, “We are following the legal process to protect our shareholders’ rights. At a recent hearing, the Justice approved our request to interview several key Government representatives including current and former ministers. The Attorney General is requesting leave to appeal this decision.”

Highlights
• Kakwa North wells completed in the quarter and on production in early April bringing production to
over 3,500 boe per day
• Red Leaf completes larger-pilot scale demonstration of technology
• Average daily production of 1,729 boe per day and net cash flow from operating activities of $3.4 million
and adjusted funds flow from operations of $3.5 million

Production volumes increased marginally in the first quarter of 2025 to 1,729 boe/d from 1,664 boe/d last year. Production volumes will increase further in the second quarter following the tie-in of the three (1.50 net) wells drilled this year at Kakwa North. For the quarter, petroleum and natural gas revenue remained relatively flat and totaled $9.1 million in the period compared to $9.0 million last year. With revenue offsetting expenses, the Company generated no net income for the quarter compared to a loss of $0.2 million last year. Cash flow from operations was $3.4 million (2024: $2.6 million) and adjusted funds flow from operations of $3.5 million (2024: $3 million).

The Company incurred capital expenditures of $17.9 million for the period (2024: $2.6 million) and reported a working capital surplus of $9.2 million as of March 31, 2025 (2024: $30.2 million).

The term “adjusted funds flow from operations” and “working capital surplus” are non-IFRS measures. Please see the reconciliation elsewhere in this press release.

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. With new clean technologies and innovation to responsibly produce and use energy, we can sustain both human progress and our natural environment.

Questerre is a believer that the future success of the oil and gas industry depends on the 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”) including the Company’s views that securing energy security and market access is a priority in Canada following the shift in US trade policy and that its discovery could provide a secure supply of natural gas to Quebec and help solve their existing electric energy shortage while reducing Canadian and global emissions.

Forward-looking statements are based on several material factors, expectations, or assumptions of Questerre which have been used to develop such statements and information, but which may prove to be incorrect. 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. Further, 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 implementation of Bill 21 by the Government of Quebec and certain other risks detailed from time-to-time in Questerre’s public disclosure documents. Additional information regarding some of these risks, expectations or assumptions and other factors may be found in the Company’s Annual Information Form for the year ended December 31, 2024, and other documents available on the Company’s profile at www.sedar.com. The reader is cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements contained in this news release are made as of the date hereof and Questerre undertakes no obligations to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

Certain information set out herein may be considered as “financial outlook” within the meaning of applicable securities laws. The purpose of this financial outlook is to provide readers with disclosure regarding Questerre’s reasonable expectations as to the anticipated results of its proposed business activities for the periods indicated. Readers are cautioned that the financial outlook may not be appropriate for other purposes.

(1) For the three-month period ended March 31, 2025, liquids production including light crude and natural gas liquids accounted for 998 bbl/d (2024: 978 bbl/d) and natural gas including conventional and shale gas accounted for 4,388 Mcf/d (2024: 4,114 Mcf/d).

Barrel of oil equivalent (“boe”) amounts may be misleading, particularly if used in isolation. A boe conversion ratio has been calculated using a conversion rate of six thousand cubic feet of natural gas to one barrel of oil and the conversion ratio of one barrel to six thousand cubic feet is based on an energy equivalent conversion method application at the burner tip and does not necessarily represent an economic value equivalent at the wellhead. Given that the value ratio based on the current price of crude oil as compared to natural gas is significantly different from the energy equivalent of 6:1, utilizing a conversion on a 6:1 basis may be misleading as an indication of value.

This press release contains the terms “adjusted funds flow from operations” and “working capital surplus” which are non-GAAP terms. Questerre uses these measures to help evaluate its performance.

As an indicator of Questerre’s performance, adjusted funds flow from operations should not be considered as an alternative to, or more meaningful than, cash flows from operating activities as determined in accordance with GAAP. Questerre’s determination of adjusted funds flow from operations may not be comparable to that reported by other companies. Questerre considers adjusted funds flow from operations to be a key measure as it demonstrates the Company’s ability to generate the cash necessary to fund operations and support activities related to its major assets.
                                        Three Months Ended March 31,
($ thousands) 2025 2024
Net cash used in operating activities $ 3,359 $ 2,628
Change in non-cash operating working capital 184 345
Adjusted Funds Flow from Operations $ 3,543 $ 2,973

Working capital surplus is a non-GAAP measure calculated as current assets less current liabilities excluding risk management contracts and lease liabilities.

Kilde

TekBot · mai 26, 2025, 6:00am

Questerre reports on Quebec Court of Appeal ruling on Bill 21

Calgary, Alberta – Questerre Energy Corporation (“Questerre” or the “Company”) (TSX,OSE:QEC) reported on the recent ruling by the Court of Appeal of Quebec related to Bill 21, An Act ending exploration for petroleum and underground reservoirs and production of petroleum and brine (“Bill 21”). A copy of the ruling in French is available online: https://courdappelduquebec.ca/fileadmin/jugements/200-09-010731-245_Arret_2025-05-22.pdf.

Michael Binnion, President and Chief Executive Officer of Questerre, commented, “In its ruling, the Court of Appeal recognized the existence of a serious issue with respect to the constitutionality of Bill 21 and reinstated certain provisions of Bill 21. We will request leave to appeal this ruling to the Supreme Court of Canada. In the interim, we will ask the Court of Appeal to suspend this ruling until such time. This means that subject to our appeal, the Government of Quebec could move to enforce the specific provisions related to the abandonment and reclamation of existing wells."
…

Vis børsmeldingen

He added, "This ruling by the Court of Appeal has no impact on the main trial on the merits of the case. We are following the legal process for this case and have a hearing this week on the Government representatives to be questioned prior to setting a trial date.”

The ruling by the Court of Appeal relates to the appeal by the Attorney General of Quebec of a judgement rendered in January 2024 by the Quebec Superior Court suspending key provisions of Bill 21. A copy of the original ruling is available online: https://www.questerre.com/wp-content/uploads/2024/01/2024-01-25-Decision-English.pdf. The appeal concerns the analysis of the criteria applicable to the suspension of a law. The Court of Appeal dismissed the joint motion by the Company and other license holders for the review and annulment of the judgement granting the appeal and allowed the appeal.

The Court of Appeal noted in its decision that the Justice did not err in law or exercise his discretion in an unjudicial or unreasonable manner in concluding there was a serious question to be decided. The Court of Appeal noted that the Justice erred in law on the balance of convenience test and did not presume that the suspension of Bill 21 would cause irreparable harm to the public interest. The ruling noted that in view of the importance of the public interest and the failure to demonstrate the benefits to the public of suspending key provisions of Bill 21 it allowed the appeal and overturned the Justice’s original decision.

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. With new clean technologies and innovation to responsibly produce and use energy, we can sustain both human progress and our natural environment.

Questerre is a believer that the future success of the oil and gas industry depends on the 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”) including the Company’s plans to seek leave to appeal to the Supreme Court of Canada, its plans to ask the Court of Appeal to suspend the ruling and the impact of this ruling on the main case.

Forward-looking statements are based on several material factors, expectations, or assumptions of Questerre which have been used to develop such statements and information, but which may prove to be incorrect. 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. Further, 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 implementation of Bill 21 by the Government of Quebec and certain other risks detailed from time-to-time in Questerre’s public disclosure documents. Additional information regarding some of these risks, expectations or assumptions and other factors may be found in the Company’s Annual Information Form for the year ended December 31, 2024, and other documents available on the Company’s profile at www.sedar.com. The reader is cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements contained in this news release are made as of the date hereof and Questerre undertakes no obligations to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

Kilde

Hoven · juni 3, 2025, 1:23pm

Carney, premiers say they’re unified on energy projects, but no final list | Globalnews.ca

« Carney said other than pipelines and the western-Arctic corridor, he and the premiers discussed the eastern energy partnership and energy export ports on all three coasts, as well as critical minerals pathways, carbon capture and nuclear power among the projects being considered.»

Dette er sjekk-listen til Carney for nye energi-prosjekter som kan forvente nasjonal støtte - QEC’s naturgass-felt i Lowlands tilfredsstiller samtlige betingelser IMO :

A final communique on the meeting released by the Prime Minister’s Office listed the following criteria for projects to be considered in the national interest:

*Strengthen Canada’s autonomy, resilience, and security.

Offer undeniable benefits to Canada and support economic growth.

Have a high likelihood of successful execution.

Are a high priority for Indigenous leaders.

Have clean growth potential, such as the use of clean technologies and sustainable practices.*

    

Alberta premier:

“I would say I’m encouraged by the immediate change of tone that we’ve seen in recent months,” she said.

“I think that, when we hear the prime minister talking about being an ‘energy superpower,’ we haven’t heard that kind of language for some time.”

Prime Minister Mark Carney on decarbonized oil pipeline projects: ‘There’s real potential there’ – Canada Letter

kanina · juni 5, 2025, 2:32am

Håper så inderlig att QEC er med på denne reisen. Det har vert mange turer i kjelleren. Men ser vi starten på noe nytt her ?

Hoven · juni 16, 2025, 12:43pm

Proposed legislation grants the Carney government, or future governments, the authority to exempt pipelines, mines or other listed projects from any law or government regulation.

Near the very end of the 18-page bill, it states that cabinet can exempt national-interest projects from not only environmental laws but also acts of Parliament.

“The combined effect of Sections 21, 22 and 23 gives cabinet an unconstrained ability to make regulations that not only alter the application of other federal regulations … but also to alter the operation of virtually all laws duly passed by Parliament, including outright exemption,”

Ser ut som det skal stemmes over allerede førstkommende fredag:

The Liberals intend to send the bill to committee for two days of study before hoping to get it passed on Friday

TekBot · juni 19, 2025, 3:20am

Questerre Energy Reports on AGM voting results

June 18, 2025 – Questerre reports on AGM voting results

Calgary, Alberta – Questerre Energy Corporation (“Questerre” or the “Company”) (TSX,OSE:QEC) announced today that, at its annual meeting of shareholders held on June 18, 2025 (the “Meeting”), all matters presented for approval at the Meeting were approved.
…
Vis børsmeldingen

At the Meeting, a vote was held by ballot which approved an ordinary resolution to fix the number of directors to be elected at the Meeting at six. In addition, each of the five nominees proposed in the Company’s Management Information Circular dated May 8, 2025 (the “Circular”) were elected as directors to hold office until the next annual meeting of shareholders or until their successors are duly elected or appointed, unless their office is earlier vacated in accordance with the by-laws of the Company. The detailed results of the vote conducted by ballot are set out below:
Nominees		Votes For	Votes Withheld
Michael Binnion		52,542,484	(99.95%)	28,375	(0.05%)
Mireille Fontaine	     52,534,719	 (99.93%) 36,140	 (0.07%)
Hans Jacob Holden	52,526,484	(99.92%)	44,375	(0.08%)
Dennis Sykora		52,537,484	(99.94%)	33,375	(0.06%)
Jauvonne Kitto		52,541,719	(99.94%)	29,140	(0.06%)
Bjorn Inge Tonnessen	52,537,484	(99.94%)	33,375	(0.06%)
By vote held by ballot, the ordinary resolution to approve the appointment of Ernst & Young LLP, Chartered Professional Accountants, as the auditors of the Company to hold office until the next annual meeting of shareholders or until their successors are appointed and authorizing the directors of the Company to fix their remuneration, was approved.

By vote held by ballot, the ordinary resolution to adopt and approve the shareholder rights plan of the Corporation as set forth in the Circular, was approved.

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. With new clean technologies and innovation to responsibly produce and use energy, we can sustain both human progress and our natural environment.

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

Kilde

Hoven · juni 21, 2025, 6:28pm

God og forklarendes artikkel om bill C 5 :

House of Commons Passes Bill C-5, One Canadian Economy Act - Canadian Energy News, Top Headlines, Commentaries, Features & Events - EnergyNow

Hoven · juni 22, 2025, 6:28pm

Titusendollarsspørsmålet – her er et klart og begrunnet svar: ( A1 )

Ja – Questerre Energy sitt Clean Tech Energy-prosjekt i St. Lawrence Lowlands tilfredsstiller de sentrale kriteriene for å regnes som et “prosjekt av nasjonal interesse” under Bill C-5.

⸻

Hva sier Bill C-5 om “prosjekter av nasjonal interesse”?

Basert på Bill C-5 del 2 og uttalelser fra statsminister Carney, minister Wilkinson og senatets finanskomité, er et “nasjonalt prosjekt” definert som:

Et prosjekt som bidrar til økonomisk sikkerhet og forsyningssikkerhet i Canada
Har nasjonal eller interprovinsiell betydning
Støtter energiomstilling og klimamål, inkl. lavkarbonteknologi
Innebærer reell konsultasjon med urfolk
Har langsiktig strategisk verdi for industri, eksport eller teknologiutvikling

⸻

Questerre-prosjektet målt opp mot C-5-kriteriene

Kriterium Oppfylt? Kommentar
Energisikkerhet Ja Gassproduksjon fra Lowlands reduserer avhengighet av importert LNG og støtter Øst-Canada
Nasjonal/interprovinsiell betydning Ja Gassen kan brukes til strømproduksjon, CCS og hydrogen – regional verdikjede
Klimamål / lavutslipp Ja CCS-integrasjon og Clean Gas-profil dokumentert i miljøplan
Urfolkskonsultasjon Ja Samarbeid med Abenaki og First Nations Advisory Council etablert
Strategisk verdi Ja Prosjektet er unikt i Canada i sin kombinasjon av gass, CCS og lokal klimaomstilling

⸻

Oppsummert
• Prosjektet krysser av på samtlige formelle og politiske kriterier definert i Bill C-5.
• Québecs godkjennelse av CCS-piloter fjerner juridisk barriere.
• Regjeringen kan med full ryggdekning inkludere prosjektet som et av de første i en nasjonal pilotordning.

Hvis dette prosjektet ikke er i nasjonal interesse – da er nesten ingenting det.

⸻

Praktisk betydning
• Questerre kan søke støtte og anerkjennelse under C-5-strukturen fra og med juli, når loven trer i kraft.
• Ottawa kan utpeke prosjektet som prioritert, uten å overstyre Québec, men med press og incitamenter.
• Dette setter press på Québec til å samarbeide – fordi Ottawa nå kan støtte, og Québec må forklare hvorfor de evt. nekter.

Hoven · juni 24, 2025, 3:21pm

'Prime Minister Mark Carney “is going to have his national projects list developing very soon ,” Smith said. “So we want to be one of the first ones on it.”

Hoven · juni 25, 2025, 11:55am

mofi1

I dag kl 12:35

33

Jeg spurte ChatGPT om sannsynlighet for at Questerre ville komme på den prioriterte listen, Schedule1, dersom bill C-5 blir vedtatt:

Questerre har en betydelig posisjon i St. Lawrence Lowlands i Québec – de eier ca. 1 million net acres med Utica-skifer og har aktivt jobbet med pilotprosjekter for karbonlagring og “Clean Tech Energy” . Dette er i tråd med hovedkriteriene i Bill C‑5:

⸻

Oppfyller Bill C‑5s kriterier?

Energi- og forsyningssikkerhet

– Quebec er kraftig avhengig av importert gass; Questerres lokale gassressurser bidrar til energisikkerhet i Øst‑Canada .

Interprovinsiell betydning & lavkarbonprofil

– Kombinasjonen av gassproduksjon og karbonfangst (“Clean Tech”) tilfredsstiller lovens mål om innovativ energiomstilling .

Urfolksmedvirkning & sosial tillit

– Selskapet beskriver målrettede samarbeid med First Nations, sosial lisens og deling av gevinster – samsvar med krav om konsultasjon .

Strategisk verdi

– Pilotprosjekt for karbonlagring + lokal naturgassplatform gir langsiktig nytte for industri, eksportmuligheter og teknologisk konkurranseevne .

⸻

Hva forumdiskusjoner sier

Ifølge en diskusjonstråd på Finansavisen-forumet:

“Ja – Questerre Energy sitt Clean Tech Energy-prosjekt i St. Lawrence Lowlands tilfredsstiller de sentrale kriteriene…”

Dette støtter synet at markedsaktører ser på Questerre som en sterk kandidat til å bli inkludert.

⸻

Hvor sannsynlig er inkludering?

• Svært sannsynlig: Questerre har de essensielle kvalifikasjonene – gass, CCS, regional betydning, urfolksmedvirkning og sosial lisens.

• Konkurranse: Det kan komme flere prosjekter fra ulike sektorer – men Questerre skiller seg ut med sitt kombinasjonsprosjekt.

• Politiske vurderinger: Endelig avgjørelse ligger hos regjeringen, men fundamentene peker tydelig i retning av inkludering.

⸻

Konklusjon

Basert på:

• Selskapets store gassressurser i Lowlands

• Piloter for karbonfjerning

• Gjennomarbeidet strategi med urfolksrådgivning

• Analyse og bransjekilde som mener de “samsvarer med sentrale kriterier”

=> Det er høy sannsynlighet for at Questerre vil bli inkludert blant de prioriterte prosjektene i Bill C‑5.

Hoven · juni 26, 2025, 9:39pm

Da er bill C-5 godkjent i senatet:

Canada approves law to fast-track resource projects, faces Indigenous opposition | Reuters

Hoven · juni 27, 2025, 6:52am

Controversial legislation to fast-track major projects, Bill C-5, becomes law | Politics | thecanadianpressnews.ca

sulzrox · juni 27, 2025, 9:39am

TA fungere dårlig på denne aksjen på grunn av liten omsetning. Men vi kan sjå at den ikkje har noe trend men ligger mellom 1,7 og 2,1 siste 1,5 år med noen spike. Før det 2 år mellom 1,3 og 2,1. Så vi kan sei det er ein positiv utvikling på gang. Dette er det eg vil kalle lotto aksje med begrensa ned side.

Hoven · juni 27, 2025, 5:56pm

Hoven · juli 22, 2025, 9:29pm

Artikkel: “Carney rallies premiers behind energy nation-building projects” (via AI)

The Globe and Mail, publisert 21. juli 2025

Carney signals U.S. trade deal could come later than Aug. 1 - The Globe and Mail (krever abonnement)

Kjernepunkter i artikkelen

Mark Carney – Canadas spesialutsending for nasjonsbygging (og tidligere sentralbanksjef) – har samlet provinslederne bak konkrete prosjekter under Bill C-5.

Fokus ligger på:

CCS (karbonfangst og -lagring)

Ren hydrogenproduksjon

Regional energisikkerhet

Urfolksledet infrastruktur

Carney nevner at Schedule 1-listen under Bill C-5 er “praktisk talt klar”, og vil bli annonsert “tidlig i august”.

Han nevner eksplisitt at prosjekter i Ontario, Alberta – og “visse deler av Québec” vurderes for hurtigstøtte.

Carney skal ha brukt formuleringen:

“We’re not waiting for unanimous provincial consensus – we’re acting in national interest, in collaboration with Indigenous governments.”

Implikasjoner for Questerre (QEC)

1. Québec er inne i vurderingen

Dette er første gang vi ser Québec nevnt eksplisitt i en positiv kontekst av Carney etter at Bill C-5 trådte i kraft.

Selv om han ikke navngir Questerre, er realiteten at det finnes knapt andre CCS/hydrogen-prosjekter i Québec med:

Urfolkspartnerskap

Industriell bruksverdi

Ferdige borelisenser og infrastruktur

2. Schedule 1 er nær – og trolig inkluderer QEC

“Tidlig i august” passer perfekt med QECs Q2-rapport 6. august, som kan bli dobbelt trigger

Dersom Schedule 1 publiseres før/like etter 6. august – og inkluderer QEC – får vi:

Føderal støtte (økonomi og regulatorisk hurtigspor)

Sterkt PR- og investortrekk

Potensiell rekyl i aksjekursen

3. Carney trosser provinsmotstand

Hans uttalelse om at man ikke trenger provinsiell enighet viser at Québecs tidligere motstand ikke automatisk stenger døra.

Han setter urfolksmyndigheter og føderal kraft foran politisk stillstand – noe som er ekstremt positivt for Questerres unike posisjon.

Oppsummering og vurdering per nå

Punkt Status per 21. juli 2025

Carney/urfolksmøte Avholdt – positiv retorikk, CCS/urfolk i sentrum

Québec nevnt av Carney Ja – første gang i C-5-kontekst

Schedule 1-liste Bekreftet “klar”, annonseres tidlig august

QEC-relevans Meget høy – CCS, urfolk, Québec, hydrogen

Nedsiderisiko Uendret – men Permian-saken kan øke behov for avklaring

Aksjetrigger Q2-rapport + Schedule 1-liste innen samme uke

TekBot · juli 29, 2025, 6:01am

Questerre announces definitive agreement to acquire 100% of PX Energy

Calgary, Alberta – 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.”
…

Vis børsmeldingen

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:
o 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
o 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.

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 (collectively, the “Exchanges”)) and third-party approvals including satisfactory waivers by the bond holders and convertible noteholders in favor 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 advisor to advise on the existing outstanding debt of PX Energy including US$80 million 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 debt holders and the holders of US$8 million in convertible promissory notes in F&M Resources. Financial information on Forbes Resources Brazil Holding SA is available online at: https://investidores.pxenergy.com.br/.

Strategic Rationale

PX Energy is a vertically integrated refining and shale oil operation with established ESG performance, favorable cost structures, and a strong growth trajectory. Its operations generate US Dollar-linked revenues with Brazil reais-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 Corporation

Questerre Energy Corporation 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. More information about PX Energy is available online at https://pxenergy.com.br/

All information contained in this news release with respect to PX Energy was supplied by the F&M Resources, for inclusion herein, without independent review by Questerre, and Questerre and its directors and officers have relied on F&M Resources for any information concerning the PX Energy.

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, statements in respect of:

• anticipated benefits of the Acquisition to the Company and its shareholders, including any operational and economic synergies;
• the timing and receipt of any required securityholder, third-party (including, satisfactory waivers by the bondholders and convertible noteholders), Exchanges, or regulatory approvals;
• the ability of the Company and PX Energy to satisfy the conditions to, and to negotiate and execute a Definitive Agreement and to complete, the Acquisition;
• the anticipated timing for executing a Definitive Agreement;
• the form of the Quebec Spin-out, and any changes to the anticipated structure thereof;
• the closing of the Acquisition and the Quebec Spin-out, including the timing thereof, if it is to close at all;
• the application of the HCCO technology to, and the overall integration of, the PX Energy Platform being acquired, and any operational synergies or economic benefits that may result;
• PX Energy’s predicted production rates, and its production at similar rates upon completion of the Acquisition; and
• the achievement of the performance milestones attached to the consideration payable, and the timing thereof, if at all.
The forward-looking information that may be in this news release is based on current expectations, estimates, projections and assumptions, having regard to the Company’s experience and its perception of historical trend which have been used to develop such statements and information, but which may prove to be incorrect, and includes, but is not limited to, expectations, estimates, projections and assumptions relating to:
• the timely receipt of approval of the Acquisition by the Exchanges, third parties, and other regulatory bodies;
• all closing conditions to the Acquisition being satisfied and the closing of the Acquisition occurring as anticipated;
• all closing conditions to the Quebec Spin-out being satisfied and the closing of the Quebec Spin-out occurring as anticipated;
• foreign currency exchange rates and interest rates;
• future crude oil, natural gas liquids, and natural gas prices;
• management’s expectations relating to the timing and results of its other exploration and development activities;
• ability of management to execute on key priorities;
• the effectiveness of various actions resulting from the Company’s strategic priorities;
• the Company’s ability to integrate the PX Energy platform to advance its oil shale and biofuel technology to the next stage;
• the Company’s ability to maintain PX Energy predicted rate of production; and
• the Company’s ability to apply its HCCO technology to the assets being acquired.
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:
• the Acquisition not being completed on the terms anticipated or at all, including due to a closing condition not being satisfied, including, the inability to obtain receipt of all necessary securityholder, third parties (including satisfactory waivers by the bond holders and convertible noteholders), Exchanges, and regulatory approvals or consents, lack of material changes with respect to the parties and their respective businesses;
• the Quebec Spin-out not being completed on the terms anticipated or at all;
• the synergies expected from the Acquisition not being realized;
• loss of key personnel of PX Energy upon completion of the Acquisition;
• the implementation of Bill 21 by the Government of Quebec;
• additional funding requirements;
• exploration, development and production risks;
• volatility in the oil and gas industry;
• prices, markets and marketing of crude oil and natural gas;
• liquidity and the company’s substantial capital requirements;
• prices, markets and marketing of crude oil and natural gas;
• political uncertainty;
• non-government organizations;
• changing investor sentiment;
• global financial market volatility;
• adverse economic conditions;
• alternatives to and changing demand for petroleum products;
• environmental risks;
• regulatory risks;
• inability of management to execute its business plan;
• competition from other issuers;
• expiration of licenses and leases;
• Indigenous claims;
• possible failure to realize anticipated benefits of acquisitions; and
• reputational risks.
Additional information regarding some of these risks, expectations or assumptions and other risk factors may be found in the Company’s Annual Information Form for the year ended December 31, 2024, and other documents available on the Company’s profile at www.sedarplus.ca. Readers are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements contained in this news release are made as of the date hereof and Questerre undertakes no obligations to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

Barrel of oil equivalent (“boe”) amounts may be misleading, particularly if used in isolation. A boe conversion ratio has been calculated using a conversion rate of six thousand cubic feet of natural gas to one barrel of oil and the conversion ratio of one barrel to six thousand cubic feet is based on an energy equivalent conversion method application at the burner tip and does not necessarily represent an economic value equivalent at the wellhead. Given that the value ratio based on the current price of crude oil as compared to natural gas is significantly different from the energy equivalent of 6:1, utilizing a conversion on a 6:1 basis may be misleading as an indication of value.

This news release is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States or to or for the account or benefit of US persons (as such terms are defined in Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”)), absent registration or an exemption from registration. The securities offered have not been and will not be registered under the U.S. Securities Act or any state securities laws and, therefore, may not be offered for sale in the United States, except in transactions exempt from registration under the U.S. Securities Act and applicable state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

(1) There is no certainty that it will be commercially viable to produce any portion of the resources. In October 2016, Questerre commissioned an independent assessment of its oil shale resources in Jordan (the “Millcreek Report”). The Millcreek Report was conducted by Millcreek Mining Group, an independent qualified reserves evaluator, as defined by NI 51-101 with an effective date of September 30, 2016. The assessment was prepared in accordance with NI 51-101 and the COGE Handbook. The assessment indicated a best estimate of discovered petroleum initially in place of between 7.8 billion barrels to 12.2 billion barrels. Given the preliminary nature of the Millcreek Report, it does not contain any estimates regarding the timing or cost to obtain commercial development nor has Questerre finalized the specific technology to be used. Please reference the Annual Information Form for the year ended December 31, 2016, and dated March 24, 2017, as filed under the Corporation’s profile on www.sedarplus.ca.

Kilde

Hoven · juli 31, 2025, 7:18am

Litt om PX Energy fra april i år. Det er snakk om store verdier:

PX Energy operates a vertically integrated petroleum refining and recycling facility in southern Brazil, active since the 1990s, producing ~1.5 million boe/year of refined oil and agricultural products

PX Energy sells exclusively to the Brazilian domestic market at premiums to Brent, partially secured by long-term take-or-pay contracts with Petrobras, Vibra Energia, and others, avoiding import tariffs

PX Energy’s revenues are US Dollar-Linked and its expenses are in Brazilian Reais, reducing currency risk in an attractive geography

Brazil is a net importer of Fuel Oil, creating favorable demand fundamentals for PX Energy

PX Energy has been granted a refinery license from the ANP (National Petroleum Agency of Brazil), allowing it to produce, import, blend and distribute petroleum products

PX Energy holds over 19 million boe in PDP reserves and 500 million boe in resources, supporting an NPV(10) of US$555 million, certified by DeGolyer & MacNaughton (report date: 30 June 2024)

$10M committed investment from investors, including Corbin Capital Partners, L.P. and Antara Capital LP, with $8M funding at the time of BCA signing

The Business Combination values PX at an equity value of approximately US$155mm (based on a fuel oil price of R$2,935.35 per tonne), subject to adjustment based on the price of fuel immediately prior to the closing date of the Business Combination.

PX Energy, an Expanding Vertically Integrated Refinery and

Hoven · juli 31, 2025, 10:39am

Litt forklaring ang hvordan fordelingen blir for eksisterende aksjonærer iht oppkjøpet: “Aksjonærene skal etter planen få preferanseaksjer i enten:

• det nye Québec-selskapet (SpinCo), eller

• Questerre, med særrett til Quebec-verdiene“

Alm aktier plus man også får preferanseaksjer ?

I dag kl 12:08 fervex:

Ja – man beholder sine vanlige (ordinære) aksjer i Questerre, og i tillegg skal man få preferanseaksjer som representerer Québec-verdiene.

Det er ikke et enten-eller, men et både-og.

Ordinære aksjer (alm aktier):

Disse gir fortsatt eksponering mot resten av QEC – Alberta, Jordan, PX Energy.

Preferanseaksjer:

Disse skal (etter planen) gi eksisterende aksjonærer rett til verdiene i Québec, enten gjennom et nytt datterselskap (SpinCo) eller som en særklasse internt i Questerre.

Poenget med dette er å unngå utvanning av Québec-caset når PX Energy kjøpes.

De som eier QEC i dag, skal ikke miste sin opsjon mot Québec, selv om det operasjonelle fokuset midlertidig skifter.

Så ja:

→ Du beholder dine ordinære aksjer

→ Du får i tillegg preferanseaksjer som representerer Québec

→ Du mister ingenting – du får noe ekstra

TekBot · juli 31, 2025, 4:54pm

Financial calendar

Hoven · august 1, 2025, 1:25pm

Questerre (Buy, tp NOK 4) – Transformative deal strengthens upside potential (UPGRADE)

Conclusion

We upgrade Questerre to Buy and raise our target price to NOK 4 (from NOK 2), following what we view as a transformative acquisition of PX Energy (~140% of pre-deal EV), an oil shale specialist with producing assets in Brazil. The most immediate benefit of the deal is Questerre’s access to proven oil shale expertise and a producing asset acquired at an attractive valuation from a financially distressed seller. In addition, the transaction has the potential to drive strong earnings and cash flow multiples, though it is still too early to quantify these impacts with precision. Overall, we believe Questerre’s shares should trade at a smaller discount to NAV than before. Our new target price implies a P/NAV of approximately 0.9x, assumes that the deal will close and incorporates the anticipated value from the future spin-off of the Quebec assets. SB1M