Calgary, Alberta -- 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.

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
1,500,000 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 5-day VWAP as of the
date hereof (the "Warrants") 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 $0.50 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 (the
"Quebec Spinout") 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 US$2 billion. 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 24 September 2025. The confirmation is available online
at https://newsweb.oslobors.no/message/656278. 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:

o	Required regulatory consents, including clearance from CADE in Brazil