Questfire Energy Corp. Announces Offering of Convertible Debentures

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES.


Questfire Energy Corp. ("Questfire" or the "Corporation") (TSX VENTURE:Q.A) (TSX
VENTURE:Q.B) is pleased to announce the terms of an offering by private
placement of convertible unsecured debentures (the "Offering") to raise gross
proceeds of a minimum of $1 million and a maximum of $3 million. 


The Debentures will mature on June 30, 2014 (the "Maturity Date") and bear an
interest rate of 12% per annum payable quarterly in arrears commencing September
30, 2012. The principal amount of the Debentures will be convertible, in whole
or in part, into Class A Shares ("Common Shares") at the option of the holder at
any time prior to the close of business on the Maturity Date at a conversion
price of $0.50 per Common Share. 


Each Debenture Unit will be comprised of one $5,000 par value convertible
unsecured senior debenture (the "Debentures") and 5,000 Common Share purchase
warrants (the "Warrants"). Each Warrant will entitle the holder thereof to
acquire one Common Share at a price of $0.75 for a period of 24 months after the
closing date of the Offering (the "Closing Date"), which is currently scheduled
for June 28, 2012. 


The Debentures will be direct senior obligations of the Corporation ranking (i)
equally with each other, and (ii) senior in right of payment and priority to any
existing and future indebtedness and financial obligations and / or liabilities
but subordinate to Permitted Senior Indebtedness.


Finders will be paid a commission of 6% of aggregate gross proceeds raised
through finders pursuant to the Offering.


The completion of the private placement is subject to TSX Venture Exchange approval.

Certain officers and directors of the Corporation (the "Insiders") intend to
subscribe for an aggregate of approximately $800,000 of the Debenture Units. The
Offering could therefore be a "related party transaction" under Multilateral
Instrument -101 and TSX Venture Policy 5.9 (the "Policies").


The board of directors of the Corporation (the "Board") has established a
special independent committee of the Board comprised of Neil Dell (Chair) (the
"Special Committee"). Following its deliberations, including its review of the
terms of the Offering, the Special Committee determined that the Offering was in
the best interest of the Corporation and recommended that the Board approve the
Offering.


The Corporation has determined that there are exemptions available from certain
requirements of the Policies for the issuance of these Debenture Units to the
Insiders:


Exemptions from formal Valuation Requirements - Issuer Not Listed on Specified
Markets; and Distribution of Securities for Cash.


Exemptions from Minority Approval Requirements - Issuer Not Listed on Specified
Markets; and Fair Market Value not more than $2,500,000.


Neither the Corporation, nor to the knowledge of the Corporation after
reasonable inquiry, the Insiders, have knowledge of any material information
concerning the issuer or its securities, that has not been generally disclosed.


Ownership of Class A Shares by Directors and Officers

The directors and officers of the Corporation, as a group, own or control,
directly or indirectly, in aggregate 7,642,001 Class A Shares or approximately
59.6% of the outstanding Class A Shares. In addition, the directors and officers
of the Corporation, as a group, hold stock options, exercisable at $0.20 per
Class A Share, entitling them to purchase up to an aggregate of 1,066,000 Class
A Shares.


Assuming the purchase of $800,000 of Debenture Units by the directors and
officers, and assuming the conversion of all Debentures into 6,000,000 Class A
Shares and the exercise of all 3,000,000 Warrants attached to such units, the
directors and officers as a group, would own or control, directly or indirectly,
in aggregate 10,042,001 Class A Shares or approximately 63.5% of the outstanding
Class A Shares under the minimum offering of $1,000,000 and 46.0% under the
maximum offering of $3,000,000. 


Forward-Looking statements: This document contains statements about future
events that are forward looking in nature and, as a result, are subject to
certain risks and uncertainties such as changes in plans or the occurrence of
unexpected events. Actual results may differ from the estimates provided by
management.