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17/05-2019 23:53:00: (QEC) Questerre updates shareholder rights plan

May 17, 2019 - Questerre updates shareholder rights plan

Calgary, Alberta -- Questerre Energy Corporation ("Questerre" or the
"Corporation") (TSX,OSE:QEC) announced today that its Board of Directors (the
"Board") has amended its shareholder rights plan (the "Rights Plan") pursuant to
an amended and restated rights agreement between the Corporation and
Computershare Trust Company of Canada, as Rights Agent, effective immediately.

The substantive amendments to the Rights Plan reflect updates to securities
legislation, the current best practices and recommendations of proxy advisory
firms in respect of shareholder rights plans, certain amendments of a
"housekeeping" nature and an amendment to the definition of "Expiration Time" to
replace the reference to 2019 with 2022.

A detailed summary of the amendments to the Rights Plan will be contained in the
management information circular of the Corporation to be mailed to shareholders
in connection with the Corporation's annual and special meeting of shareholders
to be held on June 18, 2019.  The management information circular will be filed
and available for viewing on the Corporation's SEDAR profile at 

The terms of the Rights Plan are similar to those in rights plans recently
approved by shareholders of other Canadian corporations.  Questerre is not aware
of any specific take-over bid for the Corporation in process or currently being

The Rights Plan encourages a potential acquiror to proceed with their bid in
accordance with Canadian take-over bid rules adopted by the Canadian Securities
Administrators, which requires that the bid satisfy certain minimum standards
intended to promote fairness, or have the approval of the Board, by: 

o	protecting against "creeping bids" (the accumulation of more than 20% of the
common shares through purchases exempt from Canadian take-over bid rules, such
as: (i) purchases from a small group of shareholders under private agreements at
a premium to the market price not available to all shareholders, (ii) acquiring
control through the slow accumulation of common shares over a stock exchange
without paying a control premium, or (iii) through other transactions outside of
Canada not subject to Canadian take-over bid rules), and requiring the bid to be
made to all shareholders; and

o	preventing a potential acquiror from entering into lock-up agreements with
existing shareholders prior to launching a take-over bid, except for permitted
lock-up agreements as specified in the Rights Plan.

The Rights Plan is designed both to encourage the fair and equal treatment of
Questerre's shareholders in connection with any potential take-over bid and to
ensure that Questerre's shareholders and its Board, in compliance with corporate
and securities laws, have sufficient time to consider whether there are other
options that would more effectively maximize shareholder value.  The Rights Plan
is not intended to deter take-over proposals.

The Rights Plan must be ratified by shareholders at Questerre's next annual and
special meeting, which is currently scheduled for June 18, 2019, failing which
it will cease to have effect. Upon ratification by Questerre shareholders, the
Rights Plan will continue until the annual meeting of shareholders held in 2022
and is subject to reconfirmation by shareholders at the third annual meeting
held after each confirmation. 

At any time prior to the rights becoming exercisable, the Board may waive the
operation of the Rights Plan with respect to certain events before they occur. 
The rights issued under the Rights Plan are attached to and trade with
Questerre's common shares and no separate certificates will be issued unless an
event triggering these rights occurs. 

A copy of the Rights Plan is available under the Corporation's profile on SEDAR

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 natural gas discovery in the St. Lawrence Lowlands, Quebec. It is
pursuing oil shale projects with the aim of commercially developing these
significant resources.

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.

For further information, please contact:

Questerre Energy Corporation
Jason D'Silva, Chief Financial Officer
(403) 777-1185 / (403) 777-1578 (FAX) /Email:

Advisory Regarding Forward-Looking Statements

This news release contains certain statements which constitute forward-looking
statements or information ("forward-looking statements") including its views
that it is a leader on social license to operate issues for its natural gas
discovery in the St. Lawrence Lowlands and its pursuit of oil shale projects
with the aim of commercially developing these significant resources.
Forward-looking statements are based on a number of material factors,
expectations or assumptions of Questerre which have been used to develop such
statements and information, but which may prove to be incorrect. 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. Further, 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: whether the Company's exploration and development activities
respecting its prospects will be successful or that material volumes of
petroleum and natural gas reserves will be encountered, or if encountered can be
produced on a commercial basis; the ultimate size and scope of any hydrocarbon
bearing formations on its lands; that drilling operations on its lands will be
successful such that further development activities in these areas are
warranted; that Questerre will continue to conduct its operations in a manner
consistent with past operations; results from drilling and development
activities will be consistent with past operations; the general stability of the
economic and political environment in which Questerre operates; drilling
results; field production rates and decline rates; the general continuance of
current industry conditions; the timing and cost of pipeline, storage and
facility construction and expansion and the ability of Questerre to secure
adequate product transportation; future commodity prices; currency, exchange and
interest rates; regulatory framework regarding royalties, taxes and
environmental matters in the jurisdictions in which Questerre operates; and the
ability of Questerre to successfully market its oil and natural gas products;
changes in commodity prices; changes in the demand for or supply of the
Company's products; unanticipated operating results or production declines;
changes in tax or environmental laws, changes in development plans of Questerre
or by third party operators of Questerre's properties, increased debt levels or
debt service requirements; inaccurate estimation of Questerre's oil and gas
reserve and resource volumes; limited, unfavourable or a lack of access to
capital markets; increased costs; a lack of adequate insurance coverage; the
impact of competitors; and certain other risks detailed from time-to-time in
Questerre's public disclosure documents. Additional information regarding some
of these risks, expectations or assumptions and other factors may be found under
in the Company's Annual Information Form for the year ended December 31, 2018
and other documents available on the Company's profile at The
reader is 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.

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