07:03 AM EDT, 09/29/2025 (MT Newswires) -- Questerre Energy Corporation ( QTEYF ) earlier Monday entered a binding term sheet for a 50-50 joint venture to own and develop Parana Xisto, an oil shale production and refining company based in southern Brazil.

A statement noted the joint venture partner is Nice Capital Holdings, a member of the Nimofast Group, a private fuel importer and distributor in Brazil.

Monday's statement noted Questerre concluded its previously announced acquisition of PX Energy as reported by the company on July 29, 2025, pursuant to the share purchase agreement dated July 28, 2025. The company has agreed to amend the SPA to directly acquire 100% ownership of Forbes Resources Brazil Holding SA, amend certain escrow and indemnity provisions and provide for certain other amendments and assignments.

Following completion of the acquisition and subject to certain conditions precedent, including the prior approval by the Brazilian Administrative Council for Economic Defense and the entering into a definitive joint venture agreement, Nice will subsequently buy a 50% interest in the joint venture through acquisition of shares in a newly formed holding company and Forbes Brazil.

Also, Monday's statement noted that control and management of JV Newco and PX Energy will be shared equally between Nice and Questerre. Both parties will have equal shareholder rights, the rights to appoint board representatives, and the responsibility to make equal financial and other contributions to the JV.

The parties have agreed on an initial liquidity commitment of up to an aggregate of US$50 million on an as needed basis to be shared equally with a priority to secure third party financing. To the extent any equity contribution is required in the near term, Questerre anticipates it will be able to fund its share through its existing financial resources.

In conjunction with the execution of the term sheet, Questerre also reported that Ramon Reis, principal and founder of Nimofast, will be joining the board of Questerre. Additionally, William Con Steers will also be appointed to the board of Questerre.

Nimofast will also be granted warrants to acquire 40 million common shares of Questerre with an exercise price per share equal to the 5-day VWAP for a period of 18 months following the closing of the acquisition and shall be exercisable once Questerre's share price is trading at a weighted average price of $0.50 per share over any 20 consecutive trading days. The appointment of the new directors and the issuance of the warrants are subject to regulatory and other approvals.

Questerre said it continues to advance its plan to spin out its Quebec-based assets and is currently finalizing the proposed structure. Once finalized, it is anticipated that existing shareholders of Questerre will receive a new financial instrument representing their interest in the Quebec assets. The Quebec spinout is intended to be completed prior to the issuance of any common shares of the company in connection with the acquisition of PX Energy or pursuant to the warrants. Further information on the Quebec spinout shall be provided once the final plan is determined.

Michael Binnion, president and chief executive officer of Questerre, said, "This joint venture combines our experience with the upstream business of resource and technology development, with the downstream distribution and logistics experience of Nimofast. PX Energy will benefit from our joint financial strength as we stabilize the business and explore opportunities for growth. We are particularly excited about advancing the Red Leaf proprietary technology at scale to unlock oil shale globally."

He added, "PX Energy is a major employer in the state of Parana and we are committed to preserving and growing local jobs and building relationships with local contractors. Leveraging our operating experience in Quebec building social acceptability, we are also committed to transparency in our activities and compliance with our corporate governance guidelines."

Shares in QEC were unchanged at $0.33 in Canada last Friday.