QNB Signs Definitive Agreement, Finalizes Terms for Biofuel and Hydrogen

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…