Questerre updates Quebec Spinout and PX Energy transaction

Executive Summary

• Questerr​e announced a Special Meeting of Shareholders for Jan 15 2026 to approve the Quebec Spin‑out and elect a new Board, creating tracking preferred shares that will capture the economic upside of its Quebec assets.
• The company lodged a US$21.5 million purchase‑price adjustment claim under the PX Energy SPA; vendors dispute the claim and demand immediate issuance of 15 million common shares.
• An Oversight Committee and a Preferred Director (expected to be Hans Jacob Holden) will represent preferred shareholders, and a joint‑venture agreement with a Brazilian partner is expected to close soon.

Key Details

• Special Meeting: Scheduled for Jan 15 2026 to elect the Board and approve amendments related to the Quebec Spinout.
• Tracking Preferred Shares: One new preferred share issued per existing common share; rights tied to either (i) cash settlement of a legal action or (ii) development of Quebec assets.
• Tax Treatment: Reorganization not a taxable event in Canada or Norway; preferred shares non‑redeemable for at least five years and convertible into common shares upon certain events.
• Allocation of Settlement Proceeds: 5 % of any settlement value (plus costs) allocated first to Questerre common shareholders for asset management and legal expenses.
• Governance: Preferred shareholders may appoint a “Preferred Director” (anticipated: Hans Jacob Holden). Oversight Committee to include Mr. Holden, Mr. Binnion, and Mr. Julian Hammond.
• PX Energy Purchase‑Price Adjustment Claim: Formal notice submitted for US$21.5 million working‑capital adjustment; vendors dispute claim, allege breach of contract, and demand immediate issuance of 15 million common shares. Questerre maintains no further consideration is owed and has not issued the tranche.
• Joint‑Venture Agreement: Expected closing with a local Brazilian partner to advance international growth strategy (details pending).
• CEO Comment: Michael Binnion highlighted that the tracking preferred shares allow shareholders to participate in Quebec asset value while isolating regulatory/political risk from core operations.

Notable Quotes

“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.” – Michael Binnion, President & CEO

All forward‑looking statements are subject to risks and uncertainties detailed in the release.