QNB Signs Definitive Agreement, Finalizes Terms for Biofuel and Hydrogen Technology

QNB Metals Inc. (CSE: TIM.X) (USOTC: QNBMF) announces that it has entered into an agreement on July 4, 2025 to acquire ReSolve Energie Inc. / ReSolve Energy Inc., a privately held company specializing in advanced biofuel technologies.

QNB Metals Inc. (the “Corporation”) has executed a share exchange agreement (“Definitive Agreement”) whereby it will acquire all the issued and outstanding common shares of ReSolve Energie Inc. / ReSolve Energy Inc. (“ReSolve”) in exchange for 18,000,000 common shares in the capital of the Corporation (the “Common Shares”) on a post-Consolidated (as defined herein) basis at a deemed price of $0.25 Common Share (the “Proposed Transaction”). As of the date of the Definitive Agreement, ReSolve had 22,154,370 ReSolve Shares issued and outstanding representing an exchange ratio of 0.8124 Corporation shares for each share held in ReSolve.

Ian C. Peres, President and Chief Executive Officer of the Corporation stated, “We are pleased to have executed the definitive agreement to acquire ReSolve. This innovative patent-pending technology will support the primary wood processing industry by allowing them to improve margins on their production residue. Post-closing, we will move quickly towards the installation of continuous demonstration equipment, in ReSolve’s Lac-Mégantic plant, as a final step to complete the feasibility of our first commercial plant. The cashflow and payback period of the commercial plant is expected to support the rapid development of the business.”

The Proposed Transaction will be considered a “Fundamental Change” pursuant to the policies of the Canadian Securities Exchange (the “CSE”) of the resulting entity following completion of the Proposed Transaction (the “Resulting Issuer”). The business of the Resulting Issuer will be the business of ReSolve Energy. See previous press release: May 16, 2025 – QNB set terms to acquire ReSolve Energie, leading hydrogen and biofuel technology.

Upon completion of the Proposed Transaction, QNB intends to change its name to “RéSolve Energie Inc. / ReSolve Energy Inc.” or such other name as determined by the parties (the “Name Change”) and the parties expect that the CSE will assign a new trading symbol for the Resulting Issuer.

As a condition to the completion of the Proposed Transaction, the Corporation or ReSolve will complete a non-brokered private placement financing via the issuance of subscription receipts (the “Subscription Receipts”) at a price of $0.25 per Subscription Receipt for aggregate gross proceeds of a minimum of $2,500,000 and up to a maximum of $3,000,000 (the “Financing”). Upon the satisfaction of the escrow release conditions, each Subscription Receipt will automatically convert into one post-Consolidated Common Share. Finder’s fees may be paid in connection with the Financing. The Resulting Issuer intends to use the net proceeds of the private placement to advance its business objectives and working capital purposes.

The board of directors of the Corporation (the “Board”) is presently comprised of four (4) members who will continue and, upon completion of the Proposed Transaction, Andre Proulx, the current President of ReSolve, will be appointed to Board. The executive officers of the Corporation are expected to continue as officers of the Resulting Issuer. Mr. Proulx is the President of ReSolve and is the founder of Petrolia Inc. where he led the discovery of three distinct oil deposits in Anticosti and Gaspe Peninsula and negotiated two partnerships with European oil companies. He is also founder and director of several mining companies on the TSE, having raised significant equity internationally. Mr. Proulx is a past winner of the Hector Authier Award and the Petroleum Entrepreneurship Award.

Concurrent with the Proposed Transaction, the Corporation will complete a consolidation of its Common Shares on the basis of five (5) pre-consolidation Common Shares for one (1) post-Consolidation Common Share (the “Consolidation”). The joint venture previously entered into between ReSolve and the Corporation (the “Joint Venture”) will be terminated pursuant 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 the Financing, it is expected that: (i) the former QNB shareholders will hold approximately 24% of the Resulting Issuer Shares; (ii) the former shareholders of ReSolve will hold approximately 49% of the Resulting Issuer 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 Proposed Transaction an annual general and special meeting of its shareholders to approve, amongst other items: (a) the Transaction, (b) the Name Change; (c) the Consolidation; (d) the election of the new director to the Board; and (e) other corporate matters. A disclosure document with respect to the Proposed Transaction (the “Disclosure Document”) will be mailed to shareholders and posted on the Corporation’s SEDAR+ profile at www.sedarplus.ca.

The completion of the Proposed Transaction is subject to a number of terms and conditions, including, but not limited to: (i) completion of the Financing; (ii) the parties obtaining all necessary consents, orders and regulatory and shareholder approvals, including the conditional approval of the CSE; (iii) satisfactory due diligence by each party of the other party; (iv) no material adverse changes occurring in respect of either QNB or ReSolve; (v) completion of the Consolidation and Name Change (as defined below); and (vi) termination of the Joint Venture.

The post-Consolidation Common Shares to be issued pursuant to the Proposed Transaction and Financing will be issued pursuant to exemptions from the prospectus requirements of applicable securities legislation. Common Shares to be issued pursuant to the Proposed Transaction and the Financing are expected to be subject to restrictions on resale under applicable securities legislation or escrow, including the securities to be issued to principals of the Resulting Issuer, which will subject to the escrow requirements of the CSE.

The Proposed Transaction is not a “related party transaction” as such term is defined by Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions. Trading in the Common Shares has been halted and is expected to remain halted pending the satisfaction of the listing requirements of the CSE. There can be no assurance that the trading of Common Shares will resume prior to the completion of the Proposed Transaction. The Definitive Agreement will be filed under the Corporation’s SEDAR+ profile at www.sedarplus.ca.

About QNB 

QNB Metals is exploring for natural or white hydrogen in Ontario and Quebec, using leading patent pending detection technology on highly prospective claims. The Corporation also holds the Kingsville Salt Reservoir Project in Nova Scotia.

About ReSolve

ReSolve is a private Canadian company focused on the development and commercialization of advanced biofuel and renewable energy technologies, as well as the exploration of natural hydrogen resources.

ReSolve has engineered a proprietary, patent pending acid hydrolysis platform capable of converting residual biomass—including bark, demolition wood, and paper sludge—into three complementary renewable energy products: second-generation ethanol, industrial-grade lignin pellets, and electricity generated via integrated biomass cogeneration.

ReSolve also owns a patent pending intellectual property portfolio related to the hydrogen detection and extraction methods in addition to 119 mineral exploration claims covering 6,613 hectares (66 km2) in Québec, known to host elevated levels of hydrogen.

On behalf of the Board of Directors and for further information, 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 NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES IN THE UNITED STATES. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations (including negative and grammatical variations) of such words and phrases or state that certain acts, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”.

Forward-looking information 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 timing thereof, and on the terms described herein, the completion of the proposed Financing and the use of proceeds therefrom, the proposed new director of the Resulting Issuer, obtaining the appropriate approvals required with respect to the Proposed Transaction, the completion of the Consolidation, the completion of the Name Change, completion of satisfactory due diligence, obtaining shareholder and regulatory approvals, and the filing of the Disclosure Document.

These statements are based upon assumptions that are subject to significant risks and uncertainties, including risks regarding the commodities industry, market conditions, general economic factors, and the equity markets generally. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance of each of QNB and ReSolve may differ materially from those anticipated and indicated by these forward-looking statements. Any number of factors could cause actual results to differ materially from these forward-looking statements as well as future results. Although QNB believes that the expectations reflected in forward-looking statements are reasonable, they can give no assurances that the expectations of any forward-looking statements will prove to be correct. Except as required by law, QNB does not intend and assumes no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.

Neither the CSE nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

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