Questerre Announces Flow-Through Equity Offering

CALGARY, ALBERTA--(Marketwired - Dec. 3, 2013) -

THIS NEWS RELEASE IS NOT FOR DISSEMINATION OR DISTRIBUTION IN THE UNITED STATES OF AMERICA TO UNITED STATES NEWSWIRE SERVICES OR UNITED STATES PERSONS

Questerre Energy Corporation ("Questerre" or the "Company") (TSX:QEC)(OSLO:QEC) is pleased to announce that it has entered into an agreement with a syndicate of underwriters to purchase, on a guaranteed agency basis, 5.1 million Common Shares, to be issued on a flow-through basis (the "CEE Flow-Through Shares"), at $1.55 per CEE Flow-Through Share for aggregate gross proceeds of $7.905 million.

The syndicate of underwriters will be led by Canaccord Genuity Corp. and include Cormark Securities Inc. (collectively the "Underwriters"). The Company will grant the Underwriters an option to purchase up to 765,000 additional CEE Flow-Through Shares (the "Over-Allotment Option") exercisable concurrent with closing which is scheduled for December 23, 2013. The offering is subject to receipt of all necessary regulatory approvals, including the approval of the Toronto Stock Exchange and the Oslo Stock Exchange.

The gross proceeds of the CEE Flow-Through Shares will be used by the Company to incur eligible Canadian exploration expenses ("Qualifying Expenditures") prior to December 31, 2014 on Questerre's properties. The Company will renounce the Qualifying Expenditures to subscribers of the CEE Flow-Through Shares for the fiscal year ended December 31, 2013.

The Company intends to use the net proceeds to primarily accelerate its capital program for its liquids-rich Montney acreage in the Kakwa-Resthaven area of west central Alberta, Canada.

The Company has requested trading on the Oslo Stock Exchange be halted until both exchanges are open for trading today at 07:30 MST (15:30 CET).

Questerre Energy Corporation is leveraging its expertise gained through early exposure to shale and other non-conventional reservoirs. The Company has base production and reserves in the tight oil Bakken/Torquay of southeast Saskatchewan. It is bringing on production from its lands in the heart of the high-liquids Montney shale fairway. It is a leader on social license to operate issues for its Utica shale gas discovery in the St. Lawrence Lowlands, Quebec. In conjunction with a supermajor, it is at the leading edge of commercializing a proven process to unlock the massive resource potential of oil shale.

Questerre is a believer that the future success of the oil and gas industry depends on a balance of economics, environment and society. We are committed to being transparent and are respectful that the public must be part of making the important choices for our energy future.

This media release contains certain statements which constitute forward-looking statements or information ("forward-looking statements") including statements concerning the anticipated date of closing and the use of net proceeds of the placement. Although Questerre believes that the expectations reflected in our forward-looking statements are reasonable, our forward-looking statements have been based on factors and assumptions concerning future events which may prove to be inaccurate, including the timing of pricing and terms of the placement, the placement results and closing, the use of net proceeds, the timing of receipt of required regulatory approvals and assumptions concerning the success of future drilling activities. Those factors and assumptions are based upon currently available information available to Questerre. Such statements are subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in the forward-looking statements. As such, readers are cautioned not to place undue reliance on the forward looking information, as no assurance can be provided as to future results, levels of activity or achievements. The risks, uncertainties, material assumptions and other factors that could affect actual results are discussed in our Annual Information Form and other documents available at www.sedar.com. Furthermore, the forward-looking statements contained in this document are made as of the date of this document and, except as required by applicable law, Questerre does not undertake any obligation to publicly update or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this document are expressly qualified by this cautionary statement.

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.