QNB Metals closes RTO, changes name

Mr. Ian Peres reports RESOLVE ENERGY (FORMERLY QNB METALS INC.) ANNOUNCES CLOSING OF REVERSE TAKEOVER TRANSACTION ReSolve Energy Inc., formerly QNB Metals Inc., has completed its reverse takeover transaction. Ian C. Peres, president and chief executive officer of the corporation, commented: "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. We anticipate the restart of trading in short order upon final acceptance from the CSE." On Oct. 21, 2025, the corporation completed its previously announced non-brokered private placement financing via the issuance of 10 million subscription receipts at a price of 25 cents per subscription receipt for aggregate gross proceeds of $2.5-million. Each subscription receipt automatically converted, upon satisfaction of certain escrow release conditions, into one postconsolidation common share. There were no purchase warrants or finders' fees associated with the financing. The proceeds from the financing will be used to advance ReSolve's renewable energy project portfolio, including the advancement of its patent-pending technology and for general working capital purposes. Pursuant to the previously announced share exchange agreement dated July 4, 2025, the corporation acquired all the common shares of ReSolve Energy Holding Inc. (formerly ReSolve Energy Inc.), a private company, in consideration for the issuance of 18 million common shares in the capital of the corporation on a postconsolidation (as defined herein) basis at a deemed price of 25 cents per postconsolidation share. As contemplated by and required under the definitive agreement, the corporation has changed its name from QNB Metals to ReSolve Energy and completed a consolidation of its common shares on the basis of one postconsolidation share for five preconsolidation common shares. As of the date hereof, the corporation has a total of 36,549,992 issued and outstanding common shares. All the corporation's board of directors and senior management will remain in place with the addition of Andre Proulx, the previous president of ReSolve, being named as executive chairman to the corporation's board of directors. As disclosed in its news release issued on July 31, 2025, concurrent with the closing of the transaction, Byron D'Silva has also been appointed as chief financial officer of the corporation. Trading in the common shares of the corporation is expected to resume shortly on the CSE under the new symbol RESO, following satisfaction of all CSE listing conditions. The corporation's shareholders approved the transaction at its annual and special meeting of shareholders held on July 30, 2025, including the name change to ReSolve, new ticker symbol, share consolidation on basis of one postconsolidation share for five preconsolidation common shares and $2.5-million financing. Further, the CSE provided conditional approval of the transaction on Sept. 4, 2025, with the financing being one of the final conditions for CSE final approval. Completion of the transaction remains subject to customary conditions, including CSE final acceptance and regulatory approvals. As a condition pursuant to the definitive agreement, the joint venture previously entered into between the corporation and ReSolve Energy Holding has been terminated. See the news releases of the corporation issued on Jan. 16, 2025, Nov. 29, 2024, Sept. 19, 2024, and July 8, 2025. Further details will be provided in a listing statement to be filed on SEDAR+. The 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. The postconsolidation shares issued pursuant to the transaction and financing were issued pursuant to exemptions from the prospectus requirements of applicable securities legislation. Common shares issued pursuant to the financing are subject to restrictions on resale under applicable securities legislation and certain common shares issued pursuant to the transaction are subject to escrow under the policies of the CSE. About the corporation The corporation is focused on the development and commercialization of advanced biofuel and renewable energy technologies, as well as the exploration of natural hydrogen resources. The corporation has engineered a proprietary, patent-pending acid hydrolysis platform capable of converting residual biomass, including bark, demolition wood and paper sludge, into three complementary renewable energy products: second-generation ethanol; industrial-grade lignin pellets; and electricity generated via integrated biomass cogeneration. The corporation also owns a patent-pending intellectual property portfolio related to the hydrogen detection and extraction methods in addition to 119 mineral exploration claims covering 6,613 hectares (66 square kilometres) in Quebec. We seek Safe Harbor.