QNB METALS ANNOUNCES THE EXECUTION OF A BINDING LOI WITH ANALOG GOLD INC.

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The securities which can be supplied haven’t been, nor shall be, registered underneath america Securities Act of 1933, as amended, and will not be supplied or bought in america or to U.S. individuals with out registration or relevant exemption from the registration requirement of such Act. This launch doesn’t represent a proposal on the market of such securities in the United States of America.

MONTREAL, June 22, 2022 /CNW/ – QNB Metals Inc. (“QNB Metals” or the “Company“) (CSE: TIM) is happy to announce that it entered into an arm’s size binding letter of intent (the “LOI“) dated June 17, 2022 with Analog Gold Inc. (“Analog“), with respect to a proposed transaction (the “Proposed Transaction“), whereby QNB Metals will purchase a 100% curiosity in Minagoldchoix SA de CV (“Analog Mexico“), Analog’s 99.97% owned Mexican subsidiary, which owns the Tres Oros gold property (the “Tres Oro Property“) and two different properties.

The Tres Oros Property, positioned 47 km SE of Mazatlan, Mexico, is an lively pilot mine that launched manufacturing in 2020. The polymetallic mineralised construction is open laterally and at depth. It’s strategically positioned close to steady trendy electrical grid, accessible by way of a brand new superhighway, and 5 kilometers from an out there processing plant. The corporate have entry at 600 tons/day flotation plant and function the oxide and transition mineralized rock zone for the primary 50 vertical meter and 350 meter longitudinal. The corporate mission to begin the underground growth in This autumn 2022.

Stéphane Leblanc, CEO of QNB Metals mentioned, “That is an thrilling transaction for the Company and its shareholders. That is an operational mine, with an skilled administration workforce and a transparent plan to pursue its growth. Offered our due diligence is accomplished efficiently, Analog intends to extend the capability by finishing the undertaken improve of the mine’s tools, its plant, and improve the labor power.”

“That is an thrilling second for Analog Gold Inc to turn out to be a public entity via the merger with QNB Metals Inc.  Analog’s administration workforce believes this is a perfect alternative to maneuver the Analog to the following degree.  The corporate has gone from start-up to gold manufacturing in very quick time via the help of a core of devoted shareholders.  Analog’s mixture with QNB will permit the corporate to entry a wider market because it continues to develop as a gold producer, mentioned James A. Culver, Chairman and CEO of Analog.

Proposed Transaction Construction

The LOI supplies for a enterprise mixture of QNB Metals and Analog, which might be applied by the use of a “Reverse Takeover” of QNB Metals by Analog. It’s at present anticipated that the Proposed Transaction shall be accomplished by the use of a share trade between the Company and the safety holders of Analog (the “Analog Safety Holders“), or the safety holders of Analog Mexico, nevertheless that the definitive construction of the RTO shall be decided primarily based on additional tax and structuring recommendation to be acquired previous to the execution of definitive agreements (the “Definitive Settlement“) governing the Proposed Transaction on or earlier than July 27, 2022 . On this information launch, references to the “Ensuing Issuer” is to QNB Metals after the closing of the Proposed Transaction.

The LOI additionally contemplates different materials situations precedent to be fulfilled previous to the closing of the Proposed Transaction (the “Closing“), together with, the completion of a financing to lift adequate gross proceeds for the Ensuing Issuer to fulfill itemizing requirement at a minimal worth of $0.40 per share (the “Financing“), customary due diligence, and all requisite board and shareholder approvals being obtained.

It’s anticipated that the completion of the Proposed Transaction will contain, amongst different issues, the next steps, however the events might conform to undertake a distinct kind or steps, if the events agree that such kind would higher fulfill their goal (together with, however not restricted to, the tax effectivity to the events):

  • Consolidation of QNB Metals shares on a 2 outdated for 1 new foundation (the “Consolidation“);
  • Completion of the Financing;
  • QNB Metals can pay $38,625,210 via the issuance of 96,563,025 widespread share submit Consolidation (the “Cost Shares“) and 17,982,803 widespread share buy warrants to the Analog Safety Holders, or Analog, on a professional rata foundation;
  • Preparation and submitting of a disclosure doc outlining the definitive phrases of the transaction in accordance with the insurance policies of the trade;
  • Receipt of all director, shareholder and requisite regulatory approvals referring to the Proposed Transaction and the Financing, together with, with out limitation, the approval of the trade;
  • Every of QNB Metals and Analog shall have executed, delivered and carried out all covenants on its half to be carried out underneath the Definitve Settlement, and all representations and warranties of every occasion contained within the definitive settlement shall be true and proper on the time of Closing;
  • Execution of passable employment or consulting settlement with the principals of Analog; and
  • QNB Metals will change its title to Analog Gold Corp. or such different related title because the events might conform to.

Sure Ensuing Issuer securities issuable underneath the Proposed Transaction could also be topic to the escrow necessities of the trade and maintain intervals as required by relevant securities legal guidelines.

Administration of the Ensuing Issuer

Upon closing of the Proposed Transaction, the entire Company’s present administrators and officers will resign; the board of administrators of the Ensuing Issuer will consist of 5 administrators, together with André St-Michel, who may also be appointed President and CEO, James A. Culver, Peter Voldness, Manuel Garces and Marcel Labonté.

Extra particulars of insiders and proposed administrators and officers of the Ensuing Issuer shall be disclosed in an extra information launch.

Buying and selling Halt

Buying and selling within the QNB Metals shares has been halted because of this announcement. Buying and selling within the QNB Metals shares will stay halted pending the evaluate of the proposed transaction by the trade and satisfaction of situations of the trade for resumption. It’s probably that buying and selling in QNB Metals shares won’t resume previous to the completion of the Proposed Transaction.

Additional particulars in regards to the Proposed Transaction and different issues shall be introduced if and when a Definitive Settlement is executed.

Jacques Marchand, Geology Engineer, a professional particular person for the needs of Nationwide Instrument 43-101, has reviewed and permitted the geological disclosure contained on this information launch.

Completion of the transaction is topic to quite a few situations, together with however not restricted to, Alternate acceptance and if relevant, disinterested shareholder approval. The place relevant, the transaction can’t shut till the required shareholder approval is obtained. There may be no assurance that the transaction shall be accomplished as proposed or in any respect.

Buyers are cautioned that, besides as disclosed within the administration data round or submitting assertion to be ready in reference to the transaction, any data launched or acquired with respect to the transaction will not be correct or full and shouldn’t be relied upon. Buying and selling within the securities of QNB Metals ought to be thought-about extremely speculative.

The Canadian Securities Alternate has under no circumstances handed upon the deserves of the proposed transaction and has neither permitted nor disapproved the contents of this information launch.

About QNB Metals Inc.

QNB Metals Inc. is an exploration and growth firm targeted on creating shareholder worth via the strategic acquisition of valuable and base metals tasks whereas closing and sustaining key partnerships.

About
Analog Gold Inc.

Analog Gold is a mining funding firm that mixes confirmed, accountable, and sustainable mining practices with main know-how to extend shareholder worth, transparency, and entry to the commodities sector. Analog Gold focuses on the excessive worth progress stage of valuable metals tasks: the transition from exploration to manufacturing.

Ahead-Wanting Statements

This information launch might include “forward-looking statements” inside the which means of relevant Canadian securities legal guidelines, together with, with out limitation: execution of a Definitive Settlement, any potential Financing and the profitable closing of the Proposed Transaction. Ahead-looking statements are essentially primarily based upon quite a few estimates and assumptions that, whereas thought-about cheap by administration, are inherently topic to important enterprise, financial and aggressive uncertainties, and contingencies. Ahead-looking statements are essentially primarily based upon quite a few estimates and assumptions that, whereas thought-about cheap by administration, are inherently topic to important enterprise, financial and aggressive uncertainties, and contingencies. These statements usually may be recognized by way of forward-looking phrases corresponding to “might”, “ought to”, “will”, “might”, “intend”, “estimate”, “plan”, “anticipate”, “anticipate”, “imagine” or “proceed”, or the unfavourable thereof or related variations. Ahead-looking statements contain identified and unknown dangers, uncertainties and different elements that will trigger future outcomes, efficiency or achievements to be materially totally different from the estimated future outcomes, efficiency or achievements expressed or implied by these forward-looking statements and the forward-looking statements will not be ensures of future efficiency. The Company’s statements expressed or implied by these forward-looking statements are topic to quite a few dangers, uncertainties, and situations, a lot of that are exterior of the Company’s management, and undue reliance shouldn’t be positioned on such statements. Ahead-looking statements are certified of their entirety by the inherent dangers and uncertainties surrounding the Proposed Transaction, together with: that the Company’s assumptions in making forward-looking statements might show to be incorrect; common antagonistic market situations and competitors; the shortcoming to finance operations and/or receive any future strategic funding essential to implement new applied sciences; the shortcoming to construct a sustainable, conscientious firm with a stronger presence on-line via new merchandise in esports and gaming; the shortcoming to acquire, or preserve, gaming license(s); and that market situations associated to the COVID-19 pandemic might negatively have an effect on the end result of the enterprise or operations of the Company, together with its outcomes and monetary situation. Besides as required by securities regulation, the Company doesn’t assume any obligation to replace or revise any forward-looking statements, whether or not because of new data, occasions or in any other case.

Neither TSX Enterprise Alternate nor its Regulation Companies Supplier (as that time period is outlined within the insurance policies of the TSX Enterprise Alternate) settle for accountability for the adequacy or accuracy of this launch.

QNB Metals Inc.

“Stéphane Leblanc”
Stéphane Leblanc
President and CEO

SOURCE QNB Metals Inc.

For additional data: Stéphane Leblanc, 1 418 717-2553

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