ReSolve Energie (anciennement QNB Metals Inc) annonce la cloture de la transaction de prise de controle inversee

Executive Summary

• ReSolve Energie Inc. completed a reverse take‑over of QNB Metals Inc., including the issuance of 18 000 000 post‑consolidation common shares at an implied $0.25 per share.
• The company closed a private placement financing of 10 000 000 subscription receipts at $0.25 each, raising gross proceeds of $2.5 million to fund renewable‑energy projects and working capital.
• A corporate reorganization was effected: name change to ReSolve Energie Inc., a 5‑for‑1 share consolidation resulting in 36 549 992 post‑consolidation shares outstanding, and the appointment of André Proulx as Executive Chairman and Byron D’Silva as CFO.

Key Details

• Transaction Structure:
• Under the definitive Share Exchange Agreement dated July 4 2025, ReSolve acquired all ordinary shares of ReSolve Energie Holding Inc. (formerly QNB Metals Inc.) in exchange for 18 000 000 newly issued post‑consolidation common shares at a deemed price of $0.25 per share.
• Share Consolidation:
• Implemented a 5‑pre‑consolidation‑to‑1‑post‑consolidation ratio; resulting outstanding post‑consolidation shares: 36 549 992.
• Private Placement Financing (Closed Oct 21, 2025):
• Issued 10 000 000 subscription receipts at $0.25 each → gross proceeds of $2 500 000.
• No warrants or intermediary fees attached.
• Receipts converted to post‑consolidation ordinary shares upon satisfaction of trust‑release conditions.
• Use of Proceeds:
• Advance development of patented green energy production technologies.
• General working capital needs.
• Corporate Changes:
• Legal name changed from “QNB Metals Inc.” to “ReSolve Energie Inc.”
• Board addition: André Proulx appointed Executive Chairman.
• CFO appointment: Byron D’Silva confirmed concurrent with transaction close.
• Regulatory & Exchange Matters:
• Share trading expected to resume on the Canadian Securities Exchange (CSE) under ticker “RESO” pending fulfillment of listing conditions and final CSE approval.
• Transaction approved by shareholders at the annual‑extraordinary meeting on July 30, 2025; conditional CSE approval received September 4, 2025.
• Termination of Prior JV:
• The joint venture previously established with ReSolve Energie Holding Inc. was terminated per the definitive agreement.

Notable Quotes

“The closing of our reverse‑take‑over and financing places us in a strong position to move toward full commercialisation of our green energy production technologies, currently pending patent protection, while giving us access to various government grant programmes and other sources of funding.” – Ian C. Peres, President & CEO

All factual information extracted from the press release; forward‑looking statements are excluded.