Questerre closes acquisition of Red Leaf Resources Inc.

Executive Summary

• Questerre Energy Corp. closed its acquisition of Red Leaf Resources Inc., issuing 17.25 million Questerre common shares to obtain >50% of Red Leaf’s outstanding common equity and bringing total ownership to >90%.
• The transaction includes a “drag‑along” provision that may trigger issuance of up to an additional 3.1 million Questerre shares to acquire the remaining minority interest.
• Approximately US$1.6 million will be paid to purchase Red Leaf preferred shares (excluding the 16% held by Questerre).

Key Details

• Consideration: 17.25 million Questerre Class A common voting shares issued to acquire just over 50% of Red Leaf’s common share capital.
• Ownership Post‑Closing: Questerr​e already owned ~40%; after the closing it holds >90% of Red Leaf’s issued and outstanding common shares.
• Potential Additional Shares: Up to 3.1 million additional Questerre common shares (or equivalent consideration) may be issued to acquire the remaining minority shareholders under the stockholders’ agreement drag‑along clause.
• Preferred Share Purchase: Majority of Red Leaf preferred shareholders, including Questerre’s CEO, will sell their preferred shares for face value plus accrued dividends; total cash outlay ≈ US$1.6 million (excluding the 16% preferred held by Questerre).
• Red Leaf Assets Overview: Patented HCCO® oil‑shale processing technology, mineral leases in Utah, a wax‑processing facility permit, >7,000 acres in the Uintah Basin, and cash & investments of US$9 million.
• Strategic Rationale (CEO Quote): “The closing of the Red Leaf acquisition is another step forward in our strategy to commercialize oil shale as a globally competitive resource… Red Leaf’s HCCO® technology represents a significant improvement in efficiency and economics to unlock these oil‑shale resources globally.”
• Related Projects: Questerre is negotiating an extension to its exclusive rights on the Isfir‑Jafr project in Jordan (several billion barrels of oil‑shale resource) and references existing PX Energy operations producing >4,000 boe/d using Petrosix technology.

Notable Quotes

• Michael Binnion, President & CEO: “The closing of the Red Leaf acquisition is another step forward in our strategy to commercialize oil shale as a globally competitive resource… We believe Red Leaf’s HCCO® technology represents a significant improvement in efficiency and economics to unlock these oil shale resources globally.”