Questerre updates corporate reorganization

Executive Summary

• Questerte Energy Corp. announced the approved re‑organisation that will spin out its Quebec assets, converting each existing Class A Common Share into one New Class A Common Share and one Series 2 Preferred Share.
• The exchange will be effected between Jan 21 – Jan 27 2026, with specific record, ex‑date and distribution dates for Canadian and Norwegian shareholders.
• The fair market value of the newly issued Series 2 Preferred Shares is estimated at C$0.01 per share; the Company may seek to list these preferred shares on an exchange and will amend their terms to allow an Oversight Committee director nomination and require TSX approval for any conversion to New Common Shares.

Key Details

• Share Exchange Ratio: 1 existing Class A Common Share → 1 New Class A Common Share + 1 Series 2 Preferred Share.
• Trading Continuity: New Common Shares retain the same CUSIP (74836K100) and ISIN (CA74836K1003) and will continue trading on TSX and Oslo Børs.
• Series 2 Preferred Shares: Issued under CUSIP 74836K308, ISIN CA74836K3082; not currently listed. Estimated fair market value ≈ C$0.01 per share (non‑binding).
• Key Timeline:
• Jan 15 2026 – Shareholder approval of special resolution.
• Jan 21 2026 – Last trading day for original Common Shares (right to receive Series 2 Preferred Shares).
• Jan 22 2026 – Distribution Record Date (Canada) & Ex‑Date (Norway/Canada).
• Jan 23 2026 – Record Date (Norway).
• Jan 27 2026 – Effective date; Series 2 Preferred Shares distributed and recorded.
• Jan 28 2026 – Estimated delivery in VPS to Norwegian holders.
• Amendments to Series 2 Share Terms (pending):
• Oversight Committee may nominate a director for election by New Common Shareholders, replacing a separate class vote of Series 2 Preferred shareholders.
• TSX approval required for any conversion of Series 2 Preferred Shares into New Common Shares.
• Drag‑Along Provision: In connection with the acquisition of Red Leaf Resources Inc., holders of Red Leaf common shares exchanged after the Distribution Record Date will receive one Series 2 Preferred Share per New Common Share issued to them.
• Regulatory Filings: The reorganisation will be reflected in amended Articles of Amendment and related filings with Canadian and Norwegian securities regulators.

Notable Quotes

(No direct quotes were provided in the release.)