ReSolve Energy Inc. — Proxy Solicitation & Information Statement 2025

Jul 11, 2025

QNB
METALS
Computershare
320 Bay Street, 14th Floor
Toronto, ON M5H 4A6
www.computershare.com

Security Class

Holder Account Number

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Form of Proxy - Annual and Special Meeting to be held on July 30, 2025

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the Management Nominees whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).

2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated. If you are voting on behalf of a corporation you are required to provide your name and designation of office, e.g., ABC Inc. per John Smith, President.

3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

4. If a date is not inserted in the space provided on the reverse of this proxy, it will be deemed to bear the date on which it was mailed to the holder by Management.

5. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, and the proxy appoints the Management Nominees listed on the reverse, this proxy will be voted as recommended by Management.

6. The securities represented by this proxy will be voted in favour, or withheld from voting, or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for. If you have specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

7. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting and Management Information Circular or other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law.

8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies submitted must be received by 11:00 a.m., (Eastern Time) on July 28, 2025, not less than forty-eight (48) hours (excluding Saturdays, Sundays and Holidays) before the time fixed for the Meeting of 11:00 a.m., (Eastern Time) on July 30, 2025.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

To Vote Using the Telephone

• Call the number listed BELOW from a touch tone telephone.
  1-866-732-VOTE (8683) Toll Free

To Vote Using the Internet

• Go to the following web site: www.investorvote.com
• Smartphone? Scan the QR code to vote now.

If you vote by telephone or the Internet, DO NOT mail back this proxy.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual.

Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management Nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER

023JUA

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Appointment of Proxyholder

I/We being holder(s) of securities of QNB Metals Inc. (the "Corporation") hereby appoint: Michael Mansfield, or failing this person, Maxime Lemieux, or failing this person, Mario Drolet, or failing this person, Mario Bouchard (the "Management Nominees")

OR

Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.

☐ as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and on all other matters that may properly come before the Annual and Special Meeting of shareholders of the Corporation to be held at 1000 Sherbrooke Street West, Suite 2700, Montréal, Québec H3A 3G4, on July 30, 2025 at 11:00 a.m. (Eastern Time) and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY INCHLIGHTED TEXT OVER THE BOXES.

				For	Against
1. Number of Directors				☐	☐
To set the number of Directors at four (4).
2. Election of Directors
	For	Against	For	Against	For
01. Mario Bouchard	☐	☐	02. Mario Drolet	☐	☐
03. Michael Mansfield	☐	☐
04. Mario Lemieux	☐	☐
				For	Withhold
3. Appointment of Auditors				☐	☐
Appointment of Kingston Ross Pasnak LLP as Auditors of the Corporation for the ensuing year and authorizing the Directors to fix their remuneration.
				For	Against
4. Approval of Stock Option Plan
To consider, and if thought appropriate, to adopt, with or without variation, an ordinary resolution to approve the 10% rolling stock option plan of the Corporation and to ratify and approve all issued and outstanding stock options previously granted under the 10% rolling stock option plan of the Corporation.				☐	☐
5. Approval of Proposed Transaction and Change of Business
To consider and, if deemed advisable, to pass an ordinary resolution to approve the Corporation's acquisition of 100% of the issued and outstanding shares of Resolve Energie Inc. ("ReSolve") pursuant to the terms and conditions of a definitive agreement dated July 4, 2025 (the "Definitive Agreement"), between ReSolve and the Corporation (the "Proposed Transaction"), as more particularly described in Circular, and all transactions contemplated thereby, as well as the Corporation's change of business from a mineral exploration to an energy resource/CleanTech company.				☐	☐
6. Election of Post-Transaction directors
To consider and, if deemed advisable, to pass an ordinary resolution to fix the number of directors of the Corporation to five (5) and to consider and, if deemed advisable, to pass an ordinary resolution electing the directors of the issuer resulting from the Proposed Transaction, effective as of and subject to the completion of the Proposed Transaction.				☐	☐
7. Approval of the Consolidation
To consider and, if deemed advisable, to pass a special resolution to approve the consolidation of the capital of the Corporation on the basis of five (5) pre-consolidation common shares to one (1) post-consolidation common share, effective as of and subject to the completion of the Proposed Transaction.				☐	☐
8. Approval of the Name Change
To consider, and if deemed advisable, to pass a special resolution, the full text of which is set forth in the accompanying Circular, authorizing the change in the name of the Corporation to "ReSolve Energie Inc. / ReSolve Energy Inc.", or such other name as the board of directors of the Corporation may, in its sole discretion, determine to be appropriate, effective as of and subject to the completion of the Proposed Transaction.				☐	☐
Signature of Proxyholder
Signature(s)				Date
I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, and the proxy appoints the Management Nominees, this Proxy will be voted as recommended by Management. If you are voting on behalf of a corporation you are required to provide your name and designation of office, e.g., ABC Inc. per John Smith, President.				DD/MM/YY
				Signing Capacity

Interim Financial Statements - Mark this box if you would like to receive Interim Financial Statements and accompanying Management's Discussion and Analysis by mail.

☐

Annual Financial Statements - Mark this box if you would NOT like to receive the Annual Financial Statements and accompanying Management's Discussion and Analysis by mail.

☐

If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

QNTQ

382577

AR2

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023JVB