Questerre reports on Special Meeting results

Executive Summary

• Shareholders approved the corporate reorganization to spin out Questerir’s Quebec assets, creating a new class of Class A Common Shares and Series 2 Preferred Shares.
• The exchange cancels existing Common Shares; New Common Shares will continue trading on TSX/Oslo under the same identifiers, while Series 2 Preferred Shares receive new CUSIP/ISIN and will track the economic performance of the Quebec assets.
• An ordinary resolution fixed the Board size at seven directors; five directors were elected following two nominees’ withdrawals.

Key Details

• Reorganization Approval: Special meeting held 15 Jan 2026; special resolution to amend Articles of Amendment approved by ballot vote.
• Share Exchange Mechanics: Existing Class A Common Shares exchanged for:
• New Class A Common Shares (same CUSIP/ISIN as original) – representing ownership of all non‑Quebec assets.
• Series 2 Preferred Shares (new CUSIP 74836K308, ISIN CA74836K3082) – tracking economic performance/value of Quebec assets.
• Listing Plans: New Common Shares will continue trading on Toronto and Oslo exchanges; Company assessing listing options for Series 2 Preferred Shares.
• Regulatory Steps Pending: Distribution Record Date and Effective Date to be announced separately, subject to regulatory approval.
• Board Composition: Ordinary resolution fixed directors at seven. After two nominees withdrew, the following were elected: Ms. Kitto, Mr. Binnion, Mr. Holden, Mr. Sykora, Mr. Tonnessen (terms until next annual meeting).
• Vote Results (selected):
• Michael Binnion – 65,981,039 votes For (99.84 %), 108,403 Withheld (0.16 %).
• Hans Jacob Holden – 65,985,039 For (99.84 %), 104,403 Withheld (0.16 %).
• Jauvonne Kitto – 65,985,039 For (99.84 %), 104,403 Withheld (0.16 %).
• Dennis Sykora – 65,985,039 For (99.84 %), 104,403 Withheld (0.16 %).
• Bjorn Inge Tonnessen – 65,070,854 For (98.46 %), 1,018,588 Withheld (1.54 %).
• Option Adjustments: Upon filing of the amendment, outstanding stock option shares will be adjusted to reflect New Common Shares and Series 2 Preferred Shares on the same terms as the exchange. Company expects to establish a Series 2 Preferred Share Option Plan.

Notable Quotes

(No direct quotes included in the release.)