Questerre updates Quebec Spinout and PX Energy transaction
Globenewswire·2025-12-18 06:10

Core Viewpoint - Questerre Energy Corporation is progressing with the spinout of its Quebec assets and the PX Energy transaction, with significant corporate developments scheduled for early 2026 [1][2]. Quebec Spinout - A Special Meeting of Shareholders is set for January 15, 2026, to elect the Board of Directors and approve an amendment for the Quebec Spinout [2]. - The Quebec Spinout will involve a reorganization of share capital, creating new "tracking" preferred shares distributed to shareholders on a one-for-one basis with existing common shares [3]. - These tracking preferred shares will provide economic benefits from Questerre's Quebec assets and will be linked to outcomes from legal actions or development scenarios [3]. - The proposed capital reorganization is not a taxable event under Canadian or Norwegian tax laws, and the tracking preferred shares will not be redeemable for at least five years [4]. - A portion of any settlement value will be allocated to benefit Questerre Common Shares, reflecting ongoing management of the Quebec assets [5]. - An Oversight Committee will be established to represent preferred shareholders, with the ability to appoint a Preferred Director [6]. - The structure aims to allow shareholders to directly participate in the value realization of Quebec assets while managing associated risks [6]. PX Energy Update - Questerre has submitted a purchase price adjustment claim of US$21.5 million related to working capital adjustments in the PX Energy acquisition, which is being disputed by the vendors [7]. - The company maintains that no further consideration is owed to the vendors and has not issued the first tranche of Common Shares as per the Share Purchase Agreement [8]. - Questerre anticipates closing a joint venture agreement with a local Brazilian partner to further its international growth strategy [9].