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ReSolve Energy Inc. — Director's Dealing 2025
Oct 29, 2025
48218_rns_2025-10-29_2cc9c8de-180c-4809-abd9-486a337c1453.pdf
Director's Dealing
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VOLUNTARY ESCROW UNDERTAKING
TO: Canadian Securities Exchange (the "CSE")
AND TO: ReSolve Energy Inc. (previously QNB Metals Inc.) (the "Issuer")
In connection with the acquisition of all the issued and outstanding common shares of ReSolve Energy Holding Inc. ("ReSolve Holding") in exchange for 18,000,000 common shares in the capital of the Issuer (the "Common Shares") on a post-consolidated basis at a deemed price of $0.25 per Common Share (the "Transaction"), which constitutes a "Fundamental Change" pursuant to the policies of the CSE, I undertake to not, directly or indirectly, sell, assign, transfer, pledge, encumber or otherwise dispose of, or agree to dispose of, any of the 2,424,913 locked-up Common Shares of the Issuer I currently hold (the "Escrowed Securities"), for a period of 36 months from the date of closing of the Transaction, except with the prior written consent of the Issuer.
The Issuer's board of directors retains the authority to approve discretionary releases of Escrowed Securities, in whole or in part at any time, where it determines such release to be in the best interests of the Issuer. The Issuer is under no obligation to approve any request for an early release of Escrowed Securities and may exercise its discretion to approve or deny any such request.
I agree and understand that the DRS statements or certificates for such Escrowed Shares shall bear the following legend:
THE SECURITIES REPRESENTED HEREBY SHALL NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE TRADED BEFORE THE CORPORAITON HAS AUTHORIZED THE REMOVAL OF THIS LEGEND.
The Escrowed Securities shall maintain full voting and dividend rights, with or without the trading restriction, and shall become freely tradeable only upon the Issuer's approval to remove such legend.
DATED this 20th day of October, 2025.
9259-1601 Québec Inc.
"Martin Fredette"
By: Martin Fredette
Title: President
LEGAL_47718677.1
VOLUNTARY ESCROW UNDERTAKING
TO: Canadian Securities Exchange (the "CSE")
AND TO: ReSolve Energy Inc. (previously QNB Metals Inc.) (the "Issuer")
In connection with the acquisition of all the issued and outstanding common shares of ReSolve Energy Holding Inc. ("ReSolve Holding") in exchange for 18,000,000 common shares in the capital of the Issuer (the "Common Shares") on a post-consolidated basis at a deemed price of $0.25 per Common Share (the "Transaction"), which constitutes a "Fundamental Change" pursuant to the policies of the CSE, I undertake to not, directly or indirectly, sell, assign, transfer, pledge, encumber or otherwise dispose of, or agree to dispose of, any of the 3,983,687 locked-up Common Shares of the Issuer I currently hold (the "Escrowed Securities"), for a period of 36 months from the date of closing of the Transaction, except with the prior written consent of the Issuer.
The Issuer's board of directors retains the authority to approve discretionary releases of Escrowed Securities, in whole or in part at any time, where it determines such release to be in the best interests of the Issuer. The Issuer is under no obligation to approve any request for an early release of Escrowed Securities and may exercise its discretion to approve or deny any such request.
I agree and understand that the DRS statements or certificates for such Escrowed Shares shall bear the following legend:
THE SECURITIES REPRESENTED HEREBY SHALL NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE TRADED BEFORE THE CORPORAITON HAS AUTHORIZED THE REMOVAL OF THIS LEGEND.
The Escrowed Securities shall maintain full voting and dividend rights, with or without the trading restriction, and shall become freely tradeable only upon the Issuer's approval to remove such legend.
DATED this 26th day of September, 2025.
"André Proulx"
André Proulx
LEGAL_47718677.1
VOLUNTARY ESCROW UNDERTAKING
TO: Canadian Securities Exchange (the "CSE")
AND TO: ReSolve Energy Inc. (previously QNB Metals Inc.) (the "Issuer")
In connection with the acquisition of all the issued and outstanding common shares of ReSolve Energy Holding Inc. ("ReSolve Holding") in exchange for 18,000,000 common shares in the capital of the Issuer (the "Common Shares") on a post-consolidated basis at a deemed price of $0.25 per Common Share (the "Transaction"), which constitutes a "Fundamental Change" pursuant to the policies of the CSE, I undertake to not, directly or indirectly, sell, assign, transfer, pledge, encumber or otherwise dispose of, or agree to dispose of, any of the 2,119,718 locked-up Common Shares of the Issuer I currently hold (the "Escrowed Securities"), for a period of 36 months from the date of closing of the Transaction, except with the prior written consent of the Issuer.
The Issuer's board of directors retains the authority to approve discretionary releases of Escrowed Securities, in whole or in part at any time, where it determines such release to be in the best interests of the Issuer. The Issuer is under no obligation to approve any request for an early release of Escrowed Securities and may exercise its discretion to approve or deny any such request.
I agree and understand that the DRS statements or certificates for such Escrowed Shares shall bear the following legend:
THE SECURITIES REPRESENTED HEREBY SHALL NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE TRADED BEFORE THE CORPORAITON HAS AUTHORIZED THE REMOVAL OF THIS LEGEND.
The Escrowed Securities shall maintain full voting and dividend rights, with or without the trading restriction, and shall become freely tradeable only upon the Issuer's approval to remove such legend.
DATED this 20th day of October, 2025.
"Suzanne Piché"
Suzanne Piché
LEGAL_47718677.1
VOLUNTARY ESCROW UNDERTAKING
TO: Canadian Securities Exchange (the "CSE")
AND TO: ReSolve Energy Inc. (previously QNB Metals Inc.) (the "Issuer")
In connection with the acquisition of all the issued and outstanding common shares of ReSolve Energy Holding Inc. ("ReSolve Holding") in exchange for 18,000,000 common shares in the capital of the Issuer (the "Common Shares") on a post-consolidated basis at a deemed price of $0.25 per Common Share (the "Transaction"), which constitutes a "Fundamental Change" pursuant to the policies of the CSE, I undertake to not, directly or indirectly, sell, assign, transfer, pledge, encumber or otherwise dispose of, or agree to dispose of, any of the 614,235 locked-up Common Shares of the Issuer I currently hold (the "Escrowed Securities"), for a period of 36 months from the date of closing of the Transaction, except with the prior written consent of the Issuer.
The Issuer's board of directors retains the authority to approve discretionary releases of Escrowed Securities, in whole or in part at any time, where it determines such release to be in the best interests of the Issuer. The Issuer is under no obligation to approve any request for an early release of Escrowed Securities and may exercise its discretion to approve or deny any such request.
I agree and understand that the DRS statements or certificates for such Escrowed Shares shall bear the following legend:
THE SECURITIES REPRESENTED HEREBY SHALL NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE TRADED BEFORE THE CORPORAITON HAS AUTHORIZED THE REMOVAL OF THIS LEGEND.
The Escrowed Securities shall maintain full voting and dividend rights, with or without the trading restriction, and shall become freely tradeable only upon the Issuer's approval to remove such legend.
DATED this 20th day of October, 2025.
TransferTech SHH S.E.C.
"Patrice Leclerc"
Name: Patrice Leclerc
Title: Chief Executive Officer
LEGAL_47718677.1
VOLUNTARY ESCROW UNDERTAKING
TO: Canadian Securities Exchange (the "CSE")
AND TO: ReSolve Energy Inc. (previously QNB Metals Inc.) (the "Issuer")
In connection with the acquisition of all the issued and outstanding common shares of ReSolve Energy Holding Inc. ("ReSolve Holding") in exchange for 18,000,000 common shares in the capital of the Issuer (the "Common Shares") on a post-consolidated basis at a deemed price of $0.25 per Common Share (the "Transaction"), which constitutes a "Fundamental Change" pursuant to the policies of the CSE, I undertake to not, directly or indirectly, sell, assign, transfer, pledge, encumber or otherwise dispose of, or agree to dispose of, any of the 365,616 locked-up Common Shares of the Issuer I currently hold (the "Escrowed Securities"), for a period of 36 months from the date of closing of the Transaction, except with the prior written consent of the Issuer.
The Issuer's board of directors retains the authority to approve discretionary releases of Escrowed Securities, in whole or in part at any time, where it determines such release to be in the best interests of the Issuer. The Issuer is under no obligation to approve any request for an early release of Escrowed Securities and may exercise its discretion to approve or deny any such request.
I agree and understand that the DRS statements or certificates for such Escrowed Shares shall bear the following legend:
THE SECURITIES REPRESENTED HEREBY SHALL NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE TRADED BEFORE THE CORPORAITON HAS AUTHORIZED THE REMOVAL OF THIS LEGEND.
The Escrowed Securities shall maintain full voting and dividend rights, with or without the trading restriction, and shall become freely tradeable only upon the Issuer's approval to remove such legend.
DATED this 20th day of October, 2025.
"Dimitrios Liakopoulos"
Dimitrios Liakopoulos
LEGAL_47718677.1