QNB Signs Definitive Agreement, Finalizes Terms for Biofuel and Hydrogen Technology
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 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.
READ the latest news shaping the hydrogen market at Hydrogen Central
QNB Signs Definitive Agreement, Finalizes Terms for Biofuel and Hydrogen Technology, source
