QNB Metals Inc. (CSE: TIM.X) (USOTC: QNBMF) broadcasts that it has entered into an settlement on July 4, 2025 to amass ReSolve Energie Inc. / ReSolve Power Inc., a privately held firm specializing in superior biofuel applied sciences.
QNB Metals Inc. (the “Company”) has executed a share alternate settlement (“Definitive Settlement”) whereby it is going to purchase all of the issued and excellent frequent shares of ReSolve Energie Inc. / ReSolve Power Inc. (“ReSolve”) in alternate for 18,000,000 frequent shares within the capital of the Company (the “Frequent Shares”) on a post-Consolidated (as outlined herein) foundation at a deemed worth of $0.25 Frequent Share (the “Proposed Transaction”). As of the date of the Definitive Settlement, ReSolve had 22,154,370 ReSolve Shares issued and excellent representing an alternate ratio of 0.8124 Company shares for every share held in ReSolve.
Ian C. Peres, President and Chief Govt Officer of the Company acknowledged, “We’re happy to have executed the definitive settlement to amass ReSolve. This progressive patent-pending expertise will assist the first wooden processing trade by permitting them to enhance margins on their manufacturing residue. Put up-closing, we’ll transfer rapidly in direction of the set up of steady demonstration gear, in ReSolve’s Lac-Mégantic plant, as a ultimate step to finish the feasibility of our first business plant. The cashflow and payback interval of the business plant is predicted to assist the fast growth of the enterprise.”
The Proposed Transaction might be thought-about a “Basic Change” pursuant to the insurance policies of the Canadian Securities Alternate (the “CSE”) of the ensuing entity following completion of the Proposed Transaction (the “Ensuing Issuer”). The enterprise of the Ensuing Issuer would be the enterprise of ReSolve Power. See earlier press launch: Could 16, 2025 – QNB set phrases to amass ReSolve Energie, main hydrogen and biofuel expertise.
Upon completion of the Proposed Transaction, QNB intends to alter its identify to “RéSolve Energie Inc. / ReSolve Power Inc.” or such different identify as decided by the events (the “Title Change”) and the events count on that the CSE will assign a brand new buying and selling image for the Ensuing Issuer.
As a situation to the completion of the Proposed Transaction, the Company or ReSolve will full a non-brokered personal placement financing by way of the issuance of subscription receipts (the “Subscription Receipts”) at a worth of $0.25 per Subscription Receipt for mixture gross proceeds of a minimal of $2,500,000 and as much as a most of $3,000,000 (the “Financing”). Upon the satisfaction of the escrow launch situations, every Subscription Receipt will routinely convert into one post-Consolidated Frequent Share. Finder’s charges could also be paid in reference to the Financing. The Ensuing Issuer intends to make use of the web proceeds of the personal placement to advance its enterprise goals and dealing capital functions.
The board of administrators of the Company (the “Board”) is presently comprised of 4 (4) members who will proceed and, upon completion of the Proposed Transaction, Andre Proulx, the present President of ReSolve, might be appointed to Board. The chief officers of the Company are anticipated to proceed as officers of the Ensuing Issuer. Mr. Proulx is the President of ReSolve and is the founding father of Petrolia Inc. the place he led the invention of three distinct oil deposits in Anticosti and Gaspe Peninsula and negotiated two partnerships with European oil corporations. He’s additionally founder and director of a number of mining corporations on the TSE, having raised vital fairness internationally. Mr. Proulx is a previous winner of the Hector Authier Award and the Petroleum Entrepreneurship Award.
Concurrent with the Proposed Transaction, the Company will full a consolidation of its Frequent Shares on the idea of 5 (5) pre-consolidation Frequent Shares for one (1) post-Consolidation Frequent Share (the “Consolidation”). The three way partnership beforehand entered into between ReSolve and the Company (the “Joint Enterprise”) might be terminated pursuant to the phrases of the Definitive Settlement (Press releases: January 16, 2025, November 29, 2024, and September 19, 2024).
Upon completion of the Proposed Transaction and the Financing, it’s anticipated that: (i) the previous QNB shareholders will maintain roughly 24% of the Ensuing Issuer Shares; (ii) the previous shareholders of ReSolve will maintain roughly 49% of the Ensuing Issuer Shares; buyers within the Financing will maintain roughly 27% of the Ensuing Issuer Shares.
Previous to the completion of the Proposed Transaction, the Company intends to hunt shareholder approval for the Proposed Transaction an annual basic and particular assembly of its shareholders to approve, amongst different gadgets: (a) the Transaction, (b) the Title Change; (c) the Consolidation; (d) the election of the brand new director to the Board; and (e) different company issues. A disclosure doc with respect to the Proposed Transaction (the “Disclosure Doc”) might be mailed to shareholders and posted on the Company’s SEDAR+ profile at www.sedarplus.ca.
The completion of the Proposed Transaction is topic to numerous phrases and situations, together with, however not restricted to: (i) completion of the Financing; (ii) the events acquiring all vital consents, orders and regulatory and shareholder approvals, together with the conditional approval of the CSE; (iii) passable due diligence by every get together of the opposite get together; (iv) no materials hostile modifications occurring in respect of both QNB or ReSolve; (v) completion of the Consolidation and Title Change (as outlined beneath); and (vi) termination of the Joint Enterprise.
The post-Consolidation Frequent Shares to be issued pursuant to the Proposed Transaction and Financing might be issued pursuant to exemptions from the prospectus necessities of relevant securities laws. Frequent Shares to be issued pursuant to the Proposed Transaction and the Financing are anticipated to be topic to restrictions on resale beneath relevant securities laws or escrow, together with the securities to be issued to principals of the Ensuing Issuer, which is able to topic to the escrow necessities of the CSE.
The Proposed Transaction shouldn’t be a “associated get together transaction” as such time period is outlined by Multilateral Instrument 61-101 Safety of Minority Safety Holders in Particular Transactions. Buying and selling within the Frequent Shares has been halted and is predicted to stay halted pending the satisfaction of the itemizing necessities of the CSE. There could be no assurance that the buying and selling of Frequent Shares will resume previous to the completion of the Proposed Transaction. The Definitive Settlement might be filed beneath the Company’s SEDAR+ profile at www.sedarplus.ca.
About QNB
QNB Metals is exploring for pure or white hydrogen in Ontario and Quebec, utilizing main patent pending detection expertise on extremely potential claims. The Company additionally holds the Kingsville Salt Reservoir Venture in Nova Scotia.
About ReSolve
ReSolve is a personal Canadian firm targeted on the event and commercialization of superior biofuel and renewable vitality applied sciences, in addition to the exploration of pure hydrogen sources.
ReSolve has engineered a proprietary, patent pending acid hydrolysis platform able to changing residual biomass—together with bark, demolition wooden, and paper sludge—into three complementary renewable vitality merchandise: second-generation ethanol, industrial-grade lignin pellets, and electrical energy generated by way of built-in biomass cogeneration.
ReSolve additionally owns a patent pending mental property portfolio associated to the hydrogen detection and extraction strategies along with 119 mineral exploration claims masking 6,613 hectares (66 km2) in Québec, recognized to host elevated ranges of hydrogen.
On behalf of the Board of Administrators and for additional info, please contact:
Ian C. Peres, CPA, CA
President & CEO
+1.416.579.3040
QNB’s public paperwork could also 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 launch incorporates “forward-looking info” inside the that means of relevant Canadian securities laws. Usually, forward-looking info could be recognized by means of forward-looking terminology resembling “plans”, “expects” or “doesn’t count on”, “is predicted”, “finances”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “doesn’t anticipate”, or “believes”, or variations (together with damaging and grammatical variations) of such phrases and phrases or state that sure acts, occasions or outcomes “could”, “might”, “would”, “may” or “might be taken”, “happen” or “be achieved”.
Ahead-looking info on this press launch could embody, with out limitation, statements regarding: the completion of the Proposed Transaction, the enterprise of the ReSolve and the Ensuing Issuer, the timing thereof, and on the phrases described herein, the completion of the proposed Financing and using proceeds therefrom, the proposed new director of the Ensuing Issuer, acquiring the suitable approvals required with respect to the Proposed Transaction, the completion of the Consolidation, the completion of the Title Change, completion of passable due diligence, acquiring shareholder and regulatory approvals, and the submitting of the Disclosure Doc.
These statements are primarily based upon assumptions which are topic to vital dangers and uncertainties, together with dangers concerning the commodities trade, market situations, basic financial elements, and the fairness markets typically. Due to these dangers and uncertainties and because of quite a lot of elements, the precise outcomes, expectations, achievements or efficiency of every of QNB and ReSolve could differ materially from these anticipated and indicated by these forward-looking statements. Any variety of elements might trigger precise outcomes to vary materially from these forward-looking statements in addition to future outcomes. Though QNB believes that the expectations mirrored in forward-looking statements are affordable, they can provide no assurances that the expectations of any forward-looking statements will show to be right. Besides as required by regulation, QNB doesn’t intend and assumes no obligation to replace or revise any forward-looking statements to mirror precise outcomes, whether or not because of new info, future occasions, modifications in assumptions, modifications in elements affecting such forward-looking statements or in any other case.
Neither the CSE nor its Regulation Companies Supplier accepts duty for the adequacy or accuracy of this launch.
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