Questerre to acquire remaining interest in Red Leaf Resources

Core Viewpoint - Questerre Energy Corporation plans to consolidate its ownership in Red Leaf Resources, Inc. through an exchange of shares, aiming to enhance its oil shale strategy and leverage Red Leaf's patented HCCO® technology for oil production with integrated carbon capture [1][2]. Company Overview - Questerre currently holds approximately 40% of Red Leaf's common equity and is acquiring the remaining shares valued at US$43 million, with an acquisition price of US$7.5 million after adjustments [1][2]. - The acquisition will allow Questerre to integrate new technology with existing production and refining operations, enhancing its resource access in Utah, Jordan, and Brazil [2]. Technology and Assets - Red Leaf's key assets include its patented HCCO® oil-shale processing technology, mineral leases in Utah, a permit for a wax processing facility, and over 7,000 acres in the Uintah Basin, along with cash and investments exceeding US$9 million [2][3]. - The HCCO® technology is viewed as a significant opportunity to unlock oil shale resources globally, aligning with Questerre's strategic goals [2]. Shareholder Participation - Shareholders representing about 40% of Red Leaf's common shareholders, excluding Questerre, have agreed to exchange their shares for Questerre Common Shares, indicating strong support for the transaction [3]. - The preferred share equity of Red Leaf, amounting to US$1.9 million, is also expected to participate in the transaction, with majority support from preferred shareholders [3]. Transaction Details - The exchange ratio is based on a thirty-day weighted average price of $0.31 (US$0.22) per Questerre Common Share, with a potential issuance of up to 20 million Common Shares to acquire all remaining common equity of Red Leaf [4]. - The transaction is subject to necessary approvals, with an initial closing anticipated by the end of the month [4].