Questerre Energy signs term sheet for PX Energy JV

Executive Summary

• Questerre Energy Corp. closed its previously announced acquisition of PX Energy and entered a binding term sheet for a 50/50 joint venture with Nice Capital Holdings Ltda. (Nimofast Group).
• The joint venture will be funded by up to $50 million in aggregate liquidity commitments, split equally between the parties, and includes board appointments for Nimofast’s founder Ramon Reis and veteran William Con Steers.
• Significant equity incentives were granted: 1.5 M options to Mr. Reis, 500 k options to Mr. Steers, and warrants for Nimofast to purchase 40 M common shares under specified price conditions.

Key Details

• Acquisition Completion: Questerre finalized the share purchase agreement dated July 28 2025, acquiring 100% of Forbes Resources Brazil Holding SA (the owner of PX Energy).
• Joint Venture Structure: A new holding company (JV Newco) will own PX Energy; Nice Capital will acquire a 50% interest in JV Newco and Forbes Brazil after regulatory approval.
• Liquidity Commitment: Up to $50 million total (US), contributed equally by Questerre and Nice on an as‑needed basis, with priority given to third‑party financing.
• Board Appointments:
• Ramon Reis (founder of Nimofast) – appointed to Questerre’s board; granted 1.5 M stock options.
• William Con Steers – appointed to Questerre’s board; granted 500 k stock options.
• Warrant Issuance: Nimofast receives warrants for 40 M common shares, exercisable at the five‑day VWAP on the issuance date, with a 18‑month term and trigger price of $0.50 average over any 20 consecutive trading days.
• Regulatory Conditions: Closing subject to CADE (Brazilian antitrust) approval and execution of a definitive Joint Venture Agreement (JVA).
• Related Agreements: SPA amendments assign the SPAC business combination agreement and convertible noteholder agreements to JV Newco, contingent on closing.
• Bondholder Approval: Forbes Brazil bondholders approved the acquisition and related SPA amendments per resolution dated Sept 24 2025.
• Quebec Asset Spin‑out: Questerre is finalizing a spin‑out of its Quebec assets; shareholders will receive a new financial instrument representing that interest, to be completed before any PX‑related share issuances or warrant exercises.

Notable Quotes

“This joint venture combines our experience with the upstream business of resource and technology development, with the downstream distribution and logistics experience of Nimofast… We are particularly excited about advancing the Red Leaf proprietary technology at scale to unlock oil shale globally.” – Michael Binnion, President & CEO, Questerre

“We are very proud to join forces with Questerre… The acquisition of PX Energy … is the materialization of this growth.” – Ramon Reis, Principal, Nimofast Group