Analog Gold Inc. entered into a binding letter of intent to acquire QNB Metals Inc. (CNSX:TIM) for CAD 38.6 million in a reverse merger transaction on June 17, 2022. QNB Metals will pay CAD 38,625,210 through the issuance of 96,563,025 common share post Consolidation (the “Payment Shares”) and 17,982,803 common share purchase warrants to the Analog Security Holders, or Analog, on a pro rata basis. Analog Gold Inc to become a public entity through the merger with QNB Metals Inc. The definitive structure of the RTO will be determined based on further tax and structuring advice to be received prior to the execution of definitive agreements (the “Definitive Agreement”) governing the proposed transaction on or before July 27, 2022.

QNB Metals will change its name to Analog Gold Corp. or such other similar name as the parties may agree to. Upon closing of the proposed transaction, all of the QNB Metals's current directors and officers will resign; the board of directors of the Resulting Issuer will consist of five directors, including André St-Michel, who will also be appointed President and CEO, James A. Culver, Peter Voldness, Manuel Garces and Marcel Labonté.

The transaction is subject to completion of a financing to raise sufficient gross proceeds for the Resulting issuer to meet listing requirements, consolidation of QNB Metals shares on a 2 old for 1 new basis, regulatory approvals, execution of satisfactory employment or consulting agreement, disinterested shareholder approval, customary due diligence, and all requisite board and shareholder approvals being obtained.