Questerre Energy Corporation

Questerre Energy Corporation
Terrenex Ltd.

Terrenex Ltd.

April 27, 2008 21:00 ET

Questerre and Terrenex Amend Arrangement Agreement

CALGARY, ALBERTA--(Marketwire - April 27, 2008) - Questerre Energy Corporation ("Questerre" or the "Company") (TSX:QEC) (OSLO:QEC) and Terrenex Ltd. ("Terrenex") (NEX BOARD:TXA.H) announced today an amendment to the Arrangement Agreement (the "Agreement") dated March 28, 2008 for the acquisition of Terrenex by Questerre.

As a result of the recent announcement of a discovery in the St. Lawrence Lowlands, Quebec (the "Lowlands"), Questerre and Terrenex have agreed to an increase in the consideration.

Pursuant to the amendment, Questerre will issue an additional 3,017,618 Common Shares ("Questerre Shares") for the acquisition. The total consideration will be 18,910,403 Questerre Shares and the assumption of a $0.5 million working capital deficit. The net debt component has been paid through a non-refundable deposit on the transaction. This represents an exchange ratio of 4.70 Questerre Shares for each Terrenex Common Share. Questerre has entered into lockup agreements with directors, officers and certain minority shareholders of Terrenex representing 64% of the issued and outstanding Terrenex Common Shares. All the other material terms of the Arrangement remain unchanged.

The independent directors of Questerre and the Special Committee of the Board of Directors of Terrenex (the "Special Committee") approved the amendment to the Agreement.

The Arrangement continues to have the support of the Board of Questerre and Terrenex. Terrenex's Board of Directors has determined that the Arrangement, as amended, is in the best interests of Terrenex and its shareholders and recommends that its shareholders vote in favour of the Arrangement, as amended. Roche Securities Ltd. ("Roche") has acted as financial advisor to the Special Committee with respect to this transaction. The Special Committee has received verbal confirmation from Roche that it expects to be in a position, subject to review of certain documents, to provide an opinion prior to the Special Meeting of Terrenex shareholders that the consideration offered pursuant to the arrangement, as amended, is fair from a financial point of view to the common shareholders of Terrenex. In addition to receipt of all regulatory approvals, closing of the transaction is subject to Terrenex shareholder approval and is scheduled for no later than April 30, 2008. Upon completion of the transaction and after the cancellation of the 10,698,785 Questerre Shares held by Terrenex, there will be 179,102,088 Questerre Shares issued and outstanding.

Terrenex is a significant shareholder of Questerre with common directors. Terrenex's assets are 10,698,785 Questerre Shares and a working interest in sixteen exploration licenses covering 719,000 acres in the Lowlands. The licenses are held jointly with Questerre and are subject to a farm-in and participation agreement with a major Canadian independent ("Canadian Independent"). In the four licenses earned by the Canadian Independent for drilling Gentilly #1, Terrenex holds a 3.75% working interest. In the remaining 12 licenses, Terrenex currently holds a 15% working interest. Should the Canadian Independent complete its earning obligations on these 12 licenses and Terrenex participate for its proportionate share, Terrenex would have a 3.75% working interest. Terrenex also owns a seismic database of over 5,300 km of 2-D data in the Lowlands.

Questerre Energy Corporation is a Calgary-based independent resource company actively engaged in the exploration, development and acquisition of high-impact exploration and development oil and gas projects in Canada.

This news release contains forward-looking information. Implicit in this information are assumptions regarding commodity pricing, production, royalties and expenses, that, although considered reasonable by the Company at the time of preparation, may prove to be incorrect. These forward-looking statements are based on certain assumptions that involve a number of risks and uncertainties and are not guarantees of future performance. Actual results could differ materially as a result of changes in the Company's plans, commodity prices, equipment availability, general economic, market, regulatory and business conditions as well as production, development and operating performance and other risks associated with oil and gas operations. There is no guarantee made by the Company that the actual results achieved will be the same as those forecasted herein.

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