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Questerre announces definitive agreement to acquire 100% of PX Energy
Questerre announces definitive agreement to acquire 100% of PX Energy

Yahoo

timea day ago

  • Business
  • Yahoo

Questerre announces definitive agreement to acquire 100% of PX Energy

THIS NEWS RELEASE IS NOT FOR DISSEMINATION OR DISTRIBUTION IN THE UNITED STATES OF AMERICA TO UNITED STATES NEWSWIRE SERVICES OR UNITED STATES PERSONS CALGARY, Alberta, July 29, 2025 (GLOBE NEWSWIRE) -- Questerre Energy Corporation ('Questerre' or the 'Company') (TSX,OSE:QEC) is pleased to announce that it has entered into a definitive agreement (the 'Definitive Agreement') to acquire 100% of Parana Xisto SA ('PX Energy'), a privately held shale oil production and refining company based in southern Brazil by way of acquisition of the shares of its indirect parent companies, Forbes & Manhattan Resources Inc. ('F&M Resources') and Forbes Participaҫões Ltda (the 'Acquisition'). '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(1). I'm very pleased we were able to structure it to ensure the Quebec Assets are not affected by this deal.' said Michael Binnion, President and Chief Executive Officer of Questerre. 'PX Energy has operated for over thirty years using technology developed by Petrobras. 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.' Transaction Highlights Assets acquired: PX Energy currently produces approximately 4,500 boe per day, with a targeted increase to 6,000 boe per day by August 31, 2026, supported by growth capital projects currently underway. Purchase consideration: 65 million common shares of Questerre, structured as follows: 15 million common shares issued upon closing, which will be subject to a voting and lock-up agreement; 50 million common shares, released in two tranches based on the achievement of key performance milestones: With respect to the first tranche of 25 million common shares, US$30 million Free Cash Flow achieved no later than September 30, 2027, with respect to the second tranche of 25 million common shares, US$40 million Free Cash Flow achieved no later than September 30, 2028; or Equity financings completed at or above C$0.50 per share with respect to the first tranche for aggregate proceeds of at least C$25 million completed no later than September 30, 2027 and with respect to the second tranche, an equity financing at or above C$1.00 per share for aggregate proceeds of at least C$25 million no later than September 30, 2028. Quebec asset spin-out: It is anticipated that Questerre's Quebec-based assets (the 'Quebec Assets') will be transferred into a separate sidecar subsidiary company (the 'Quebec Spin-out'). Questerre anticipates either distributing preferred shares of Questerre or of the new entity to its existing shareholders ahead of the closing of the acquisition of PX Energy in order not to dilute its existing shareholders' position in the Quebec Assets. Closing conditions: Completion of the Acquisition is subject to a number of conditions, including satisfactory due diligence review, board approval, standard regulatory approvals (including acceptance from the Toronto Stock Exchange and Oslo Stock Exchange (collectively, the 'Exchanges')) and third-party approvals including satisfactory waivers by the bond holders and convertible noteholders in favor of Questerre. Where applicable, the proposed Acquisition cannot close until the required shareholder approval is obtained. There can be no assurance that the Acquisition will be completed as proposed or at all. The Company has retained Clarksons Securities AS, a Norwegian based 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). The Company is anticipating that a stronger sponsor will be well received by the debt holders and the holders of US$8 million in convertible promissory notes in F&M Resources. Financial information on Forbes Resources Brazil Holding SA is available online at: Strategic Rationale PX Energy is a vertically integrated refining and shale oil operation with established ESG performance, favorable cost structures, and a strong growth trajectory. Its operations generate US Dollar-linked revenues with Brazil reais-denominated costs, providing robust margin potential in a dynamic macroeconomic environment. The acquisition strengthens Questerre's oil shale footprint and complements its commitment to advancing environmentally responsible hydrocarbon technologies through its investee Red Leaf Resources Inc. About Questerre Energy Corporation Questerre Energy Corporation is a Calgary-based energy technology company focused on the responsible development of oil and gas resources across the Americas. Questerre integrates leading-edge technologies with a disciplined capital strategy to unlock long-term value while maintaining strong environmental and social governance standards. About PX Energy Inc. PX Energy is a Brazilian shale oil and refining company operating since the 1990s. It employs advanced pyrolysis technology, integrates mining and refinery operations, and maintains some of the region's lowest carbon intensity per barrel. With secured offtake agreements and robust infrastructure, PX Energy is a platform for scalable, sustainable energy production. More information about PX Energy is available online at All information contained in this news release with respect to PX Energy was supplied by the F&M Resources, for inclusion herein, without independent review by Questerre, and Questerre and its directors and officers have relied on F&M Resources for any information concerning the PX Energy. For further information, please contact: Questerre Energy Corporation Jason D'Silva, Chief Financial Officer (403) 777-1185 | (403) 777-1578 (FAX) Advisory Regarding Forward-Looking Statements This news release contains certain statements which constitute forward-looking statements or information ('forward-looking statements') within the meaning of applicable securities laws in Canada. Any statements about Questerre's expectations, beliefs, plans, goals, targets, predictions, forecasts, objectives, assumptions, information and statements about possible future events, conditions and results of operations or performance are not historical facts and may be forward-looking. Forward-looking information is often, but not always, made through the use of words or phrases such as 'anticipates', 'aims', 'strives', 'seeks', 'believes', 'can', 'could', 'may', 'predicts', 'potential', 'should', 'will', 'estimates', 'plans', 'mileposts', 'projects', 'continuing', 'ongoing', 'expects', 'intends' and similar words or phrases suggesting future outcomes. Forward-looking information in this news release includes, but is not limited to, statements in respect of: anticipated benefits of the Acquisition to the Company and its shareholders, including any operational and economic synergies; the timing and receipt of any required securityholder, third-party (including, satisfactory waivers by the bondholders and convertible noteholders), Exchanges, or regulatory approvals; the ability of the Company and PX Energy to satisfy the conditions to, and to negotiate and execute a Definitive Agreement and to complete, the Acquisition; the anticipated timing for executing a Definitive Agreement; the form of the Quebec Spin-out, and any changes to the anticipated structure thereof; the closing of the Acquisition and the Quebec Spin-out, including the timing thereof, if it is to close at all; the application of the HCCO technology to, and the overall integration of, the PX Energy Platform being acquired, and any operational synergies or economic benefits that may result; PX Energy's predicted production rates, and its production at similar rates upon completion of the Acquisition; and the achievement of the performance milestones attached to the consideration payable, and the timing thereof, if at all. The forward-looking information that may be in this news release is based on current expectations, estimates, projections and assumptions, having regard to the Company's experience and its perception of historical trend which have been used to develop such statements and information, but which may prove to be incorrect, and includes, but is not limited to, expectations, estimates, projections and assumptions relating to: the timely receipt of approval of the Acquisition by the Exchanges, third parties, and other regulatory bodies; all closing conditions to the Acquisition being satisfied and the closing of the Acquisition occurring as anticipated; all closing conditions to the Quebec Spin-out being satisfied and the closing of the Quebec Spin-out occurring as anticipated; foreign currency exchange rates and interest rates; future crude oil, natural gas liquids, and natural gas prices; management's expectations relating to the timing and results of its other exploration and development activities; ability of management to execute on key priorities; the effectiveness of various actions resulting from the Company's strategic priorities; the Company's ability to integrate the PX Energy platform to advance its oil shale and biofuel technology to the next stage; the Company's ability to maintain PX Energy predicted rate of production; and the Company's ability to apply its HCCO technology to the assets being acquired. Although Questerre believes that the expectations reflected in these forward-looking statements are reasonable, undue reliance should not be placed on them because Questerre can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Current conditions, economic and otherwise, render assumptions, although reasonable when made, subject to greater uncertainty. Undue reliance should not be placed on forward-looking information as actual results may differ materially from those expressed or implied by forward-looking information. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company, including, without limitation, the following risk factors: the Acquisition not being completed on the terms anticipated or at all, including due to a closing condition not being satisfied, including, the inability to obtain receipt of all necessary securityholder, third parties (including satisfactory waivers by the bond holders and convertible noteholders), Exchanges, and regulatory approvals or consents, lack of material changes with respect to the parties and their respective businesses; the Quebec Spin-out not being completed on the terms anticipated or at all; the synergies expected from the Acquisition not being realized; loss of key personnel of PX Energy upon completion of the Acquisition; the implementation of Bill 21 by the Government of Quebec; additional funding requirements; exploration, development and production risks; volatility in the oil and gas industry; prices, markets and marketing of crude oil and natural gas; liquidity and the company's substantial capital requirements; prices, markets and marketing of crude oil and natural gas; political uncertainty; non-government organizations; changing investor sentiment; global financial market volatility; adverse economic conditions; alternatives to and changing demand for petroleum products; environmental risks; regulatory risks; inability of management to execute its business plan; competition from other issuers; expiration of licenses and leases; Indigenous claims; possible failure to realize anticipated benefits of acquisitions; and reputational risks. Additional information regarding some of these risks, expectations or assumptions and other risk factors may be found in the Company's Annual Information Form for the year ended December 31, 2024, and other documents available on the Company's profile at Readers are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements contained in this news release are made as of the date hereof and Questerre undertakes no obligations to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws. Barrel of oil equivalent ('boe') amounts may be misleading, particularly if used in isolation. A boe conversion ratio has been calculated using a conversion rate of six thousand cubic feet of natural gas to one barrel of oil and the conversion ratio of one barrel to six thousand cubic feet is based on an energy equivalent conversion method application at the burner tip and does not necessarily represent an economic value equivalent at the wellhead. Given that the value ratio based on the current price of crude oil as compared to natural gas is significantly different from the energy equivalent of 6:1, utilizing a conversion on a 6:1 basis may be misleading as an indication of value. This news release is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States or to or for the account or benefit of US persons (as such terms are defined in Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act")), absent registration or an exemption from registration. The securities offered have not been and will not be registered under the U.S. Securities Act or any state securities laws and, therefore, may not be offered for sale in the United States, except in transactions exempt from registration under the U.S. Securities Act and applicable state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful. (1) There is no certainty that it will be commercially viable to produce any portion of the resources. In October 2016, Questerre commissioned an independent assessment of its oil shale resources in Jordan (the 'Millcreek Report'). The Millcreek Report was conducted by Millcreek Mining Group, an independent qualified reserves evaluator, as defined by NI 51-101 with an effective date of September 30, 2016. The assessment was prepared in accordance with NI 51-101 and the COGE Handbook. The assessment indicated a best estimate of discovered petroleum initially in place of between 7.8 billion barrels to 12.2 billion barrels. Given the preliminary nature of the Millcreek Report, it does not contain any estimates regarding the timing or cost to obtain commercial development nor has Questerre finalized the specific technology to be used. Please reference the Annual Information Form for the year ended December 31, 2016, and dated March 24, 2017, as filed under the Corporation's profile on CONTACT: Email: info@ in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data

US Shale Producers Unlikely to Heed Trump's Call to Drill as Rally Fades
US Shale Producers Unlikely to Heed Trump's Call to Drill as Rally Fades

Bloomberg

time23-06-2025

  • Business
  • Bloomberg

US Shale Producers Unlikely to Heed Trump's Call to Drill as Rally Fades

US shale oil producers are unlikely to heed President Donald Trump's latest call to 'Drill, Baby, Drill' as they prioritize hedging over ramping up production in response to US military strikes on Iran. Wary of being caught by yet another false start in global crude markets, US oil companies are likely to use hedging contracts to lock in revenue for future output rather than spend heavily on new drilling, analysts said.

3 remarkable winners amid an unseen surge
3 remarkable winners amid an unseen surge

Entrepreneur

time04-06-2025

  • Business
  • Entrepreneur

3 remarkable winners amid an unseen surge

Oil prices have been falling as OPEC increases production. Like Trump with trade, the cartel is looking to re-shape the chess board. Here's what investors need to know This story originally appeared on WallStreetZen The dominant story of 2025 has been President Trump using tariffs to restructure global trade. So, many investors are missing another major development as OPEC has been increasing oil production. Notably, this increase in production has come about despite already weakening oil prices. This is not an accident as OPEC is looking to increase its market share. Over the last decade, steadily rising US shale oil production has eroded OPEC's control of the market and resulted in the US becoming a net exporter of energy. WTI Crude oil started the year at around $74 per barrel and currently trades below $60 per barrel. However, shale oil production is only viable at prices above $70 per barrel. 2020 and 2014 The last two major instances of OPEC members increasing oil production were in early-2020 and 2014. And, both instances marked the beginning of multi month declines in oil prices. In 2014, WTI crude dropped from $105 per barrel in June 2014 to below $55 by the end of the year. The major impetus for this increase was the growth in US shale production which was starting to affect OPEC's market share and pricing power. In early 2020, Saudi Arabia decided to increase oil production in an effort to discipline other OPEC members who were not abiding by the cartels' production quotas. As the chart below shows, this resulted in oil prices sliding lower and eventually collapsing as the pandemic temporarily crippling oil demand. Both experiences contain important lessons for investors. 2025 In its first production surge, OPEC didn't materially cut back on supply increases until there was a material decrease in rig counts and shale production. 2020 gives us few clues, since the production surge ended quickly, once the nature and challenge of the pandemic became clear in early March. However, the biggest takeaway is that investors should not ""fight OPEC." A common adage on Wall Street is "don't fight the Fed." Essentially, this means don't be bearish when the Fed is aggressively easing or don't be overly bullish if the Fed is tightening policy. Similarly, investors should have a more risk-averse approach when investing in oil, whenever OPEC is increasing production. What Opportunities Does the OPEC Surge Create? Instead, investors should focus on the consequences of a multi month decline in oil prices, as these are where investment opportunities can be found. For instance, many airline stocks enjoyed spectacular rallies in 2014 and 2015 as lower oil prices boosted margins and profits. In 2020, many shippers enjoyed huge gains as the world was awash in excess oil which had to be stored and transported. Investors should identify stocks with strong fundamentals that have strong quantitative ratings. Then, they can narrow down this list of stocks to find the ones that will benefit from this specific catalyst. The Zen Ratings can help you screen for these stocks. For instance, investors can screen for stocks with an overall A or B rating along with strong component grades for defensive categories like Safety, Value, or Financials. Currently, there are a handful of stocks that fit this criteria. In today's article, I want to discuss 3 companies: United Airlines (UAL), CVR Partners (UAN), and Hallador Energy (HNRG). 1. United Airlines (UAL) United Airlines (UAL) is a major beneficiary of lower oil prices as it reduces costs, boosts margins, and leads to an increase in consumer spending. As oil prices dropped by more than 50% between June 2014 and February 2015, UAL's stock was up by nearly 70%. UAL also brings outstanding financials given a solid balance sheet, low debt-to-equity ratio, and a rock-bottom forward P/E of 6.6 which is significantly cheaper than the S&P 500's forward P/E of 22. The company is also well-regraded by Wall Street analysts as it has 8 Strong Buy ratings and 3 Buy ratings with no Sell or Hold ratings. It also has a consensus price target of $103 which implies 30% upside. Another indication of strong performance is that the company has topped analysts' earnings expectations for 11 straight quarters. Similarly, the Zen Ratings are also bullish on the stock as it has a Strong Buy (A) rating. A-rated stocks have an average annual performance of 32.5% which beats the S&P 500's average annual gain of 10.8%. 2. CVR Partners (UAN) CVR Partners (UAN) produces nitrogen fertilizer, providing farmers with ammonia and other products. A byproduct of reduced shale oil production will be higher natural gas prices, and fertilizer prices tend to rise with natural gas prices. Like UAL, UAN offers a strong balance sheet, low leverage ratios, and an attractive valuation with a P/E of 11. UAN also pays an 8% dividend yield and has consistently hiked dividend payouts over the last decade. While certain segments of the economy are going to lose from tariffs, agriculture is an exception. Either the administration is going to strike deals that will boost exports, or it will provide aid to farmers given their political importance as was the case during the previous trade war in 2018-2019. Given these strong fundamentals, it's not surprising that UAN is rated a Strong Buy (A). The stock has appeal to both value and growth investors. The company's recent earnings reports reveal strong cash flow. Over the last 12 months, the company generated nearly $100 million in cash which is impressive given its total market cap of $825 million. This combination ensures a margin of safety while providing exposure to positive catalysts. 3. Hallador Energy (HNRG) While UAN will benefit from higher fertilizer prices, HNRG will benefit from higher coal prices. Coal prices and natural gas prices tend to move in the same direction. Further, the Trump administration's embrace of coal also removes another major headwind for the industry which led to underperformance for most of the last decade. Essentially, coal stocks were mired in a brutal bear market from 2010 to 2020. Low natural gas prices made it less competitive. At the same time, the government was embracing environmental policies to reduce coal consumption. Now, both of these headwinds have eased, and investors are finding opportunities in the sector. Wall Street analysts are also bullish on the stock as it has 2 Strong Buy ratings and 1 Buy rating with 0 Sells or Holds. In terms of the Zen Ratings, it's rated a Buy (B). B-rated stocks have produced an average annual return of 19.5% which beats the S&P 500's average annual gain of 10.8%. The stock is also a standout in terms of component grades. Out of our universe of 4,500 stocks, it's in the top 3% for Growth. This is consistent with the company's improving outlook given increasing coal production and rising prices. Additionally, it ranks in the top 4% for Safety due to its low levels of debt, leverage, and collection of high-quality assets. What's the Endgame For OPEC's Production Uptick? While the endgame and path for Trump's trade war is unclear, the fallout and conclusion of OPEC's production surge is much more predictable. While North American energy producers are likely to struggle, commodities like natural gas, coal, and fertilizer will benefit. Another winner will be airlines as consumer spending remains strong while fuel costs decline. What to Do Next?

ConocoPhillips CEO Says US Shale Oil Can Grow, But Not Near $50
ConocoPhillips CEO Says US Shale Oil Can Grow, But Not Near $50

Bloomberg

time21-05-2025

  • Business
  • Bloomberg

ConocoPhillips CEO Says US Shale Oil Can Grow, But Not Near $50

US shale oil output hasn't peaked and can expand, but not if prices are near $50 a barrel, according to the chief executive officer of oil giant ConocoPhillips. Shale executives are keeping a close eye on crude prices as they trade near levels that make drilling unprofitable. Before prices started plunging last month, most banks and research firms had forecast US shale production would grow this year and next before plateauing later in the decade.

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