Calgary, Alberta -- Questerre Energy Corporation ("Questerre" or the "Company")
(TSX,OSE:QEC) reported today on key information related to the reorganization to
spin out the Company's Quebec assets.
As noted in the Company's press release dated January 15, 2026, shareholders
approved a special resolution to implement the reorganization. Pursuant to the
reorganization, the Company's existing Class A Common Shares (the "Common
Shares") will be exchanged for a new class of Class A Common Shares (the "New
Common Shares") and Series 2 Preferred Shares and the original Common Shares
will be cancelled. For each Common Share, the shareholders will receive one (1)
New Common Share and one (1) Series 2 Preferred Share. The New Common Shares
will continue to trade on the TSX and Oslo Bors under the same CUSIP, 74836K100,
and the same ISIN number, CA74836K1003 as the Common Shares. Excluding the
ownership of the Quebec assets, the New Common Shares will possess substantively
the same rights and obligations as the Common Shares. The new Series 2 Preferred
Shares will be issued under the CUSIP 74836K308 and ISIN number CA74836K3082.
The Series 2 Preferred Shares are not currently listed for trading. The Company
is assessing options to have the Series 2 Preferred Shares listed for trading.
As detailed in the information circular dated December 12, 2025 (the "Circular")
prepared for the Special Meeting of Shareholders held on January 15, 2026,
management of the Company estimates the fair market value of the Series 2
Preferred Shares is approximately C$0.01 per Series 2 Preferred Share. The
Company further notes that the fair market value of the Series 2 Preferred
Shares and the New Common Shares is a question of fact to be determined with
regard to all the relevant circumstances and the estimate is not binding on any
regulatory body.
Key dates related to the corporation reorganization are noted below:
January 15, 2026: Date of shareholder approval
January 21, 2026: Last day of trading in the Common Shares, inclusive of the
right to receive the Series 2 Preferred Shares
January 22, 2026: Distribution Record Date (Canada) (4:30 P.M. EST)
January 22, 2026: Ex-Date (Norway and Canada)
January 23, 2026: Record Date (Norway)
January 27, 2026: Effective Date - Series 2 Preferred Shares to be distributed
and recorded in share registrar by transfer agents in Canada and Norway
January 28, 2026: Estimated date of delivery in VPS to holders in Norway
Further to the details in the Circular, it is expected that the terms of the
Series 2 Preferred Shares (the "Series 2 Share Terms") will be amended prior to
filing to provide for: (i) the right of the Oversight Committee to nominate a
director for election by the holders of New Common Shares, in lieu of a separate
class vote of the holders of Series 2 Preferred Shares to elect one (1) director
of the Company