Core Viewpoint - Questerre Energy Corporation has entered a binding term sheet for a 50/50 joint venture with Nice Capital Holdings Ltda to develop PX Energy, an oil shale production and refining company in Brazil, enhancing its position in the energy sector [1][2][8] Company Developments - Questerre has completed the acquisition of PX Energy and amended the share purchase agreement to acquire 100% ownership of Forbes Resources Brazil Holding SA, with Nice acquiring a 50% interest in the joint venture [2][3] - Control and management of the new joint venture company (JV Newco) will be shared equally between Questerre and Nice, with both parties committing to an initial liquidity of up to US$50 million [3][4] - New board members, Ramon Reis and William Con Steers, will join Questerre's board, bringing extensive experience in capital markets and project development [4][5] Financial Commitments - The joint venture includes a liquidity commitment of up to US$50 million, which will be shared equally between the partners, prioritizing third-party financing [3][8] - Nimofast will receive warrants to acquire 40 million common shares of Questerre, with an exercise price based on the 5-day VWAP [5] Strategic Goals - The joint venture aims to leverage Questerre's upstream resource and technology development experience alongside Nimofast's downstream distribution and logistics expertise, positioning PX Energy as a competitive player in Brazil's energy landscape [7][8] - Questerre is advancing its plan to spin out its Quebec-based assets, which is expected to be completed before issuing any common shares related to the acquisition of PX Energy [6] Market Position - Nimofast, with annual revenues of approximately US$2 billion, will enhance PX Energy's supply chain efficiency and market access, contributing to its profitability [8][9] - The partnership is seen as a strategic contribution to Brazil's energy security, combining local expertise with world-class technological capabilities [9]