QNB Metals Inc. Finalizes Agreement to Acquire ReSolve Energie Inc., Advancing Biofuel and Hydrogen Technology
July 8, 2025 — QNB Metals Inc. (CSE: TIM.X) (USOTC: QNBMF), a company focused on natural hydrogen exploration, announced on July 4, 2025, the signing of a definitive share exchange agreement to acquire ReSolve Energie Inc. (also known as ReSolve Energy Inc.), a private Canadian company specializing in innovative biofuel and renewable energy technologies. This strategic acquisition marks a significant expansion of QNB’s footprint in the emerging biofuel and hydrogen market.
Details of the Transaction
Under the terms of the agreement, QNB Metals will acquire all issued and outstanding common shares of ReSolve by issuing 18 million common shares to ReSolve shareholders. This share issuance is based on a deemed price of CAD $0.25 per share post-consolidation, corresponding to an exchange ratio of approximately 0.8124 QNB shares for each ReSolve share held. At the time of the agreement, ReSolve had 22,154,370 shares outstanding.
The combined company will focus on the advanced biofuel technologies developed by ReSolve, whose patent-pending acid hydrolysis platform converts residual biomass into second-generation ethanol, industrial-grade lignin pellets, and electricity through biomass cogeneration. This technology is designed to support the primary wood processing industry by enhancing margins from production residues.
Strategic Vision and Next Steps
Ian C. Peres, President and CEO of QNB Metals, expressed optimism about the acquisition:
"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 at ReSolve’s Lac-Mégantic plant, marking a critical step for the feasibility of our first commercial plant. The expected cash flow and payback period from this commercial plant will drive rapid business development."
Following completion, QNB intends to rebrand as RéSolve Energie Inc. (or a similar name), reflecting the new business focus on biofuel and hydrogen energy technologies. The company expects the Canadian Securities Exchange (CSE) to assign a new trading symbol to the resulting issuer.
Financing and Governance
As part of the acquisition, QNB plans to conduct a non-brokered private placement offering subscription receipts at CAD $0.25 each, aiming to raise gross proceeds between $2.5 million and $3 million. Once escrow release conditions are fulfilled, each subscription receipt will convert into one post-consolidation common share. Net proceeds are planned to finance business growth and working capital needs.
Post-transaction, the former QNB shareholders will hold approximately 24% of the new entity’s shares, former ReSolve shareholders about 49%, and financing investors around 27%.
Additionally, the current president of ReSolve, André Proulx, will join the board of directors of the combined company. Mr. Proulx is recognized for his leadership in oil exploration and renewable energy ventures and has received several industry awards including the Hector Authier Award and the Petroleum Entrepreneurship Award. The current QNB board, composed of four members, will continue, with executive officers retaining leadership roles.
Corporate Actions and Regulatory Approvals
Concurrent with the acquisition, QNB Metals will undertake a share consolidation on a five-for-one basis. The existing joint venture between QNB and ReSolve will be terminated as per agreement terms.
The transaction is deemed a “Fundamental Change” under CSE rules, thus requiring shareholder approval at an upcoming annual general and special meeting. Items for shareholder approval include the acquisition, name change, share consolidation, new board appointments, and other corporate matters. A detailed disclosure document will be made available via QNB’s SEDAR+ profile.
Completion of the acquisition is subject to customary conditions, including regulatory and shareholder approvals, satisfactory due diligence, successful financing, and no material adverse events affecting either company.
About QNB Metals Inc.
QNB Metals specializes in exploring natural or white hydrogen in Ontario and Quebec using proprietary detection technology. The company also manages the Kingsville Salt Reservoir Project in Nova Scotia.
About ReSolve Energie Inc.
ReSolve Energie is dedicated to developing and commercializing advanced biofuel and renewable energy technologies. Its core innovation is a patent-pending acid hydrolysis platform that efficiently converts residual biomass into valuable renewable energy products. ReSolve additionally holds a portfolio of patents related to hydrogen detection and extraction technologies, alongside mineral exploration permits in Quebec with known elevated hydrogen levels.
For more information, please contact:
Ian C. Peres, CPA, CA
President & CEO, QNB Metals Inc.
Phone: +1.416.579.3040
Email and additional corporate filings available on www.sedarplus.ca
This press release contains forward-looking statements subject to risks and uncertainties. Actual results may differ materially due to factors discussed in QNB’s filings with Canadian securities regulators.
