Canadian company Questerre Energy Corporation has closed the acquisition of 100% of PX Energy, a Brazilian oil shale producer, through its subsidiary Forbes Resources Brazil Holding SA. The transaction paves the way for the creation of a joint venture owned 50/50 with Nice Capital Holdings Ltda, an entity of Brazilian group Nimofast, specialised in fuel import and distribution.
An industrial partnership to consolidate PX Energy
The joint venture will be structured around a new holding company, JV Newco, which will consolidate PX Energy’s assets. Questerre and Nice will share control of JV Newco, with equal rights on governance, board appointments and financial participation. The two partners have agreed an initial liquidity commitment of up to $50mn, shared equally, with priority given to securing third-party financing.
Conditions precedent to completion include clearance from the Brazilian Administrative Council for Economic Defense (CADE) and execution of the definitive joint venture agreement. Nimofast will also contribute to logistics, supply chain optimisation and local market access to strengthen PX Energy’s competitiveness.
Strategic appointments and financial instruments
As part of the transaction, Questerre appointed two new members to its board of directors: Ramon Reis, founder of Nimofast, and William Con Steers, who has experience in project development in Brazil. They will receive 1.5 million and 500,000 share options respectively. Nimofast is also being granted warrants to acquire 40 million Questerre shares, exercisable subject to share-price performance conditions, for a period of 18 months.
The acquisition also involves the assignment of certain agreements, including a business combination agreement with a Special Purpose Acquisition Company (SPAC) and bond agreements, to the new JV Newco entity. The bonds of Forbes Brazil received bondholder approval following a written resolution adopted on 24 September.
Towards a spin-off of Québec assets
In parallel, Questerre is progressing its plan to spin off its Québec-based assets. A separate structure is being finalised and will allow shareholders to hold a new financial instrument representing their interest in these assets. The transaction is expected to be completed before any share issuance linked to the acquisition of PX Energy or the exercise of the warrants.
PX Energy, based in the state of Paraná, is set to benefit from the combined expertise of its new shareholders: technology development from Questerre and logistics network from Nimofast. The stated objective is to stabilise the business and deploy Red Leaf proprietary technology at scale for oil shale development.
