QNB Metals closes RTO, changes name

Executive Summary

• ReSolve Energy Inc. (formerly QNB Metals Inc.) completed its reverse‑takeover transaction, including a share consolidation (1 post‑consolidation share for five pre‑consolidation shares) and a corporate name change.
• The company closed a non‑brokered private placement financing of 10 million subscription receipts at $0.25 each, raising $2.5 million in gross proceeds.
• Trading is expected to resume on the Canadian Securities Exchange (CSE) under the new ticker RESO pending final CSE acceptance.

Key Details

• Financing: 10 M subscription receipts issued at $0.25 per receipt → $2.5 M gross proceeds; each receipt converts into one post‑consolidation common share upon escrow release; no warrants or finders’ fees.
• Use of Proceeds: Advance renewable energy project portfolio, further develop patent‑pending technologies, and general working capital.
• Share Exchange Agreement (July 4 2025): Acquired all shares of ReSolve Energy Holding Inc. in exchange for 18 M post‑consolidation common shares at a deemed price of $0.25 per share.
• Share Consolidation: 1 post‑consolidation share = 5 pre‑consolidation shares; total issued and outstanding post‑transaction shares: 36,549,992.
• Corporate Changes:
• Name changed from QNB Metals Inc. to ReSolve Energy Inc.
• New ticker symbol RESO on the CSE.
• Board addition: Andre Proulx appointed Executive Chairman; Byron D’Silva previously appointed CFO (July 31 2025 release).
• Shareholder Approval: Approved at annual and special meeting of shareholders on July 30 2025, including name change, ticker symbol, share consolidation, and financing.
• Regulatory Status: Conditional CSE approval received September 4 2025; final acceptance pending. Transaction subject to customary closing conditions and regulatory approvals.
• Joint Venture Termination: The JV between the corporation and ReSolve Energy Holding terminated as required by the definitive agreement; prior related releases referenced (Jan 16 2025, Nov 29 2024, Sept 19 2024, July 8 2025).

Notable Quotes

“The closing of our reverse takeover transaction and financing positions us to continue with the final step towards full commercialization of our green energy, patent‑pending technologies, and also provides access to government grant programs and other funding alternatives.” – Ian C. Peres, President & CEO.