QNB Signs Definitive Agreement, Finalizes Terms for Biofuel and Hydrogen Technology
(TheNewswire)
Montreal, Quebec – TheNewswire - July 8, 2025 –QNB Metals Inc. (CSE: TIM.X) (USOTC: QNBMF) announces that it has entered into an agreement on July 4, 2025 to acquire ReSolveEnergie Inc. / ReSolve Energy Inc., a privately held companyspecializing in advanced biofueltechnologies.
QNB Metals Inc. (the “Corporation”) hasexecuted a share exchange agreement (“Definitive Agreement”) whereby it will acquire all the issued and outstandingcommon shares of ReSolve Energie Inc. / ReSolve Energy Inc.(“ReSolve”) in exchange for 18,000,000 common shares in the capitalof the Corporation (the “Common Shares”) on a post-Consolidated (asdefined herein) basis at a deemed price of $0.25 Common Share (the“ProposedTransaction”). As of the date of theDefinitive Agreement, ReSolve had 22,154,370 ReSolve Shares issued andoutstanding representing an exchange ratio of 0.8124 Corporationshares for each share held in ReSolve.
Ian C. Peres, President and Chief Executive Officer ofthe Corporation stated, “We are pleased to have executed thedefinitive agreement to acquire ReSolve. This innovativepatent-pending technology will support the primary wood processingindustry by allowing them to improve margins on their production residue. Post-closing, wewill move quickly towards the installation ofcontinuous demonstration equipment, in ReSolve’s Lac-Méganticplant, as a final step to complete the feasibility of our firstcommercial plant. The cashflow and paybackperiod of the commercial plant is expected tosupport the rapid development of the business.”
The Proposed Transaction will be considered a“Fundamental Change” pursuant to the policies of the CanadianSecurities Exchange (the “CSE”) of the resulting entity followingcompletion of the Proposed Transaction (the “Resulting Issuer”).The business of the Resulting Issuer will be the business of ReSolveEnergy. See previous pressrelease: May 16, 2025 - QNB set terms to acquire ReSolve Energie,leading hydrogen and biofuel technology.
Upon completion of the Proposed Transaction, QNBintends to change its name to “RéSolve Energie Inc. / ReSolve EnergyInc.” or such other name as determined by the parties (the“Name Change”) and the parties expect that the CSE will assign a newtrading symbol for the Resulting Issuer.
As a condition to the completion of the ProposedTransaction, the Corporation or ReSolve will complete a non-brokeredprivate placement financing via the issuance of subscription receipts(the “SubscriptionReceipts”) at a price of $0.25 perSubscription Receipt for aggregate gross proceeds of a minimum of$2,500,000 and up to a maximum of $3,000,000 (the “Financing”). Uponthe satisfaction of the escrow release conditions, each SubscriptionReceipt will automatically convert into one post-Consolidated CommonShare. Finder’s fees may be paid in connectionwith the Financing. The Resulting Issuer intendsto use the net proceeds of the private placement to advance itsbusiness objectives and working capital purposes.
The board of directors of the Corporation (the“Board”) is presently comprised of four (4) members who willcontinue and, upon completion of the Proposed Transaction, AndreProulx, the current President of ReSolve, will be appointed to Board.The executive officers of the Corporation are expected to continue asofficers of the Resulting Issuer. Mr. Proulx is the President ofReSolve and is the founder of Petrolia Inc. where he led the discovery of three distinct oil deposits inAnticosti and Gaspe Peninsula and negotiated two partnerships withEuropean oil companies. He is also founder and director of severalmining companies on the TSE, having raised significant equityinternationally. Mr. Proulx is a past winner of the Hector AuthierAward and the Petroleum Entrepreneurship Award.
Concurrent with the Proposed Transaction, theCorporation will complete a consolidation of its Common Shares on thebasis of five (5) pre-consolidation Common Shares for one (1)post-Consolidation Common Share (the “Consolidation”). The jointventure previously entered into between ReSolve and the Corporation(the “Joint Venture”) will be terminatedpursuant to the terms of the Definitive Agreement (Press releases:January 16, 2025, November 29, 2024, and September 19, 2024).
Upon completion of the Proposed Transaction and theFinancing, it is expected that: (i) the former QNB shareholders willhold approximately 24% of the Resulting Issuer Shares; (ii) the formershareholders of ReSolve will hold approximately 49% of the ResultingIssuer Shares; investors in the Financing will hold approximately 27%of the Resulting Issuer Shares.
Prior to the completion of the Proposed Transaction,the Corporation intends to seek shareholder approval for the ProposedTransaction an annual general and special meeting of its shareholdersto approve, amongst other items: (a) theTransaction, (b) the Name Change; (c) the Consolidation; (d) theelection of the new director to the Board; and (e) other corporatematters. A disclosure document with respect tothe Proposed Transaction (the “Disclosure Document”) will be mailed toshareholders and posted on the Corporation’s SEDAR+ profile atwww.sedarplus.ca.
The completion of the Proposed Transaction is subjectto a number of terms and conditions, including, but not limited to:(i) completion of the Financing; (ii) the parties obtaining allnecessary consents, orders and regulatory and shareholder approvals,including the conditional approval of the CSE; (iii) satisfactory duediligence by each party of the other party; (iv) no material adversechanges occurring in respect of either QNB or ReSolve; (v) completionof the Consolidation and Name Change (as defined below); and (vi)termination of the Joint Venture.
The post-Consolidation Common Shares to be issuedpursuant to the Proposed Transaction and Financing will be issuedpursuant to exemptions from the prospectus requirements of applicablesecurities legislation. Common Shares to be issued pursuant to theProposed Transaction and the Financing are expected to be subject torestrictions on resale under applicable securities legislation orescrow, including the securities to be issued to principals of theResulting Issuer, which will subject to the escrow requirements of theCSE.
The Proposed Transaction is not a “related partytransaction” as such term is defined by Multilateral Instrument 61-101 Protectionof Minority Security Holders in Special Transactions. Trading in the Common Shares has been halted and isexpected to remain halted pending the satisfaction of the listingrequirements of the CSE. There can be no assurance that the trading ofCommon Shares will resume prior to the completion of the ProposedTransaction. The Definitive Agreement will be filed under theCorporation’s SEDAR+ profile at www.sedarplus.ca.
AboutQNB
QNB Metals is exploring for natural or white hydrogen in Ontario andQuebec, using leading patent pendingdetection technology on highly prospectiveclaims. The Corporation also holds the Kingsville Salt ReservoirProject in Nova Scotia.
About ReSolve
ReSolve is a private Canadian company focused on thedevelopment and commercialization of advanced biofuel and renewableenergy technologies, as well as the exploration of natural hydrogenresources.
ReSolve has engineered a proprietary, patent pendingacid hydrolysis platform capable of converting residualbiomass—including bark, demolition wood, and paper sludge—intothree complementary renewable energy products: second-generationethanol, industrial-grade lignin pellets, and electricity generatedvia integrated biomass cogeneration.
ReSolve also owns a patent pending intellectualproperty portfolio related to the hydrogen detection and extractionmethods in addition to 119 mineral exploration claims covering 6,613hectares (66 km2) in Québec, known to host elevated levels ofhydrogen.
On behalf of the Board of Directors and for furtherinformation, please contact:
Ian C. Peres, CPA, CA
President & CEO
+1.416.579.3040
QNB’s public documents may be accessed at www.sedarplus.com
THIS NEWS RELEASE DOES NOTCONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANYOF THE SECURITIES IN THE UNITED STATES. THE SECURITIES HAVE NOT BEENAND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAYNOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO U.S. PERSONSUNLESS REGISTERED UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATESECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION ISAVAILABLE.
This press releasecontains “forward-looking information” within the meaning ofapplicable Canadian securities legislation. Generally, forward-lookinginformation can be identified by the use of forward-lookingterminology such as “plans”, “expects” or “does notexpect”, “is expected”, “budget”, “scheduled”,“estimates”, “forecasts”, “intends”, “anticipates” or“does not anticipate”, or “believes”, or variations (includingnegative and grammatical variations) of such words and phrases orstate that certain acts, events or results “may”, “could”,“would”, “might” or “will be taken”, “occur” or “beachieved”.
Forward-lookinginformation in this press release may include, without limitation,statements relating to: the completion of the Proposed Transaction,the business of the ReSolve and the Resulting Issuer, the timingthereof, and on the terms described herein, the completion of theproposed Financing and the use of proceeds therefrom, the proposed newdirector of the Resulting Issuer, obtaining the appropriate approvalsrequired with respect to the Proposed Transaction, the completion ofthe Consolidation, the completion of the Name Change, completion ofsatisfactory due diligence, obtaining shareholder and regulatoryapprovals, and the filing of the Disclosure Document.
These statements arebased upon assumptions that are subject to significant risks anduncertainties, including risks regarding the commodities industry,market conditions, general economic factors, and the equity marketsgenerally. Because of these risks and uncertainties and as a result ofa variety of factors, the actual results, expectations, achievementsor performance of each of QNB and ReSolve may differ materially fromthose anticipated and indicated by these forward-looking statements.Any number of factors could cause actual results to differ materiallyfrom these forward-looking statements as well as future results.Although QNB believes that the expectations reflected inforward-looking statements are reasonable, they can give no assurancesthat the expectations of any forward-looking statements will prove tobe correct. Except as required by law, QNB does not intend and assumesno obligation to update or revise any forward-looking statements toreflect actual results, whether as a result of new information, futureevents, changes in assumptions, changes in factors affecting suchforward-looking statements or otherwise.
Neither the CSE norits Regulation Services Provider accepts responsibility for theadequacy or accuracy of this release.
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