07:18 AM EDT, 07/29/2025 (MT Newswires) -- Questerre Energy ( QTEYF ) On Tuesday said it agreed to buy 100% of Parana Xisto, a privately held shale oil production and refining company based in southern Brazil, by acquiring the shares of its indirect parent companies, Forbes & Manhattan Resources and Forbes Participacoes.

The deal is for 65 million common shares of Questerre, where 15 million will be issued upon closing and 50 million will be released in two tranches based on the achievement of key performance milestones.

"This acquisition is a rare opportunity for us to gain the expertise and capacity to advance our multi-billion barrel oil shale resource in Jordan," said Questerre Chief Executive Michael Binnion. "I'm very pleased we were able to structure it to ensure the Quebec Assets are not affected by this deal."

Questerre's Quebec-based assets are expected to be transferred into a separate sidecar unit. It anticipates either distributing preferred shares of Questerre or of the new entity to its existing shareholders ahead of the closing of the PX Energy deal in order not to dilute its existing shareholders' position in the Quebec assets.

Binnion said: "We believe the PX Energy platform will also provide us with the operational base, deep expertise, and capital foundation needed to advance the Red Leaf oil shale and biofuel technology to the next stage. We are in active discussions with potential co-investors for up to 50% of this acquisition."

The company has retained an investment banking firm as financial advisor to advise on the existing outstanding debt of PX Energy including US$80 million in senior secured bonds in Forbes Resources Brazil Holding SA, the parent company of PX Energy. It anticipates that a stronger sponsor will be well received by the debt holders and the holders of US$8 million in convertible promissory notes in Forbes & Manhattan Resources.

Shares of the company were last seen unchanged at $0.30 on Monday on the Toronto Stock Exchange.