Onsdag 17 September | 04:13:35 Europe / Stockholm
2025-08-25 08:10:00
Calgary, Alberta -- Questerre Energy Corporation ("Questerre" or the "Company")
(TSX,OSE:QEC) reported today on the status of its proposed acquisition of Parana
Xisto SA ("PX Energy"), a privately held oil shale 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 Participaões Ltda (the "Acquisition").

Michael Binnion, President & Chief Executive Officer of Questerre, commented,
"Our top priority has been completing due diligence on the Acquisition to ensure
we have an accretive transaction for our shareholders. Site visits have
confirmed that operationally the existing facilities are well maintained and in
full compliance from a HSE perspective. We have also reviewed their proposed
growth projects that are designed to increase throughput."

He added, "Our financial due diligence has identified a larger requirement for
both short-term and long-term liquidity since we announced the transaction. We
believe meeting this urgent need through a comprehensive agreement with
financial partners is vital. It will mitigate the risks of a corporate
reorganization process that could have other impacts on their business."

"In addition, we have been working with our financial advisors on an arrangement
with the bondholders to ensure they have a path towards realizing a full
recovery of their principal. Although we have not yet reached an agreement, we
are continuing discussions. We have also been in discussions with the holders of
convertible notes issued by F&M Resources as well the parties related to its
agreement with Papaya Growth Opportunity Corp. I, a NASDAQ-listed Special
Purpose Acquisition Company. We remain focused on a sustainable capital
structure for the company given the liquidity requirements and existing cash
flow capacity of the base business", he further added.

He concluded, "We still see the strategic value in this acquisition to advance
our oil shale strategy. Additionally, the company's refining license provide
opportunities to further expand their distribution business. We remain committed
to collaborating with all stakeholders on a transaction that restores the
company's financial flexibility and establishes a viable path to realize its
potential."

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. 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.

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.

All information contained in this news release with respect to PX Energy was
supplied by 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 the Company's views on the liquidity
requirements of PX Energy, discussions with bondholders and other financial
partners and its commitment to collaborating with all stakeholders on a
transaction.

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:

o the timely receipt of approval of the Acquisition by the Exchanges, third
parties, and other regulatory bodies