Torchlight Innovations Inc. Announces Completion of Qualifying Transaction

October 14, 2025 at 18:25 PM EDT

Vancouver, British Columbia--(Newsfile Corp. - October 14, 2025) - Torchlight Innovations Inc. (TSXV: TLX.P) ("Torchlight"), a capital pool company listed on the TSX Venture Exchange, is pleased to announce that it has completed its qualifying transaction (the "Qualifying Transaction") with Innovation Mining Inc. ("Innovation"), a clean-technology company incorporated under the Business Corporations Act (British Columbia) (the "Act"). The resulting issuer (the "Resulting Issuer") and its common shares (the "Common Shares") are anticipated to start trading on the TSX Venture Exchange (the "TSXV") during the week of October 20, 2025.

As part of the Qualifying Transaction, each subscription receipt ("Subscription Receipt") issued by Innovation on September 25, 2025, pursuant to a non-brokered private placement (the "Private Placement") converted into one common share of Innovation ("Innovation Share") and one common share purchase warrant of Innovation ("Innovation Warrant"). Each Innovation Share was subsequently exchanged for a Common Share, and each Innovation Warrant was subsequently exchanged for one common share purchase warrant in the capital of the Resulting Issuer (each, a "Warrant"). Each Warrant entitles the holder thereof to purchase one Common Share at a price of $0.75 per Common Share until October 10, 2027. The Private Placement consisted of 5,686,562 Subscription Receipts issued at $0.50 per Subscription Receipt for gross proceeds of CDN$2,843,281.

The Qualifying Transaction was done by way of a three-cornered amalgamation pursuant to which, among other things, Innovation amalgamated with a wholly-owned subsidiary of Torchlight, incorporated under the Act for the purposes of the Qualifying Transaction, to become a wholly-owned subsidiary of Torchlight. Concurrently with the completion of the Qualifying Transaction, Torchlight consolidated its outstanding common shares on a one new for 1.923 old basis (see press release dated October 9, 2025).

A TSXV Filing Statement dated October 8, 2025 describing the Qualifying Transaction was filed on October 9, 2025 under Torchlight's SEDAR+ profile. Investors are encouraged to review the Filing Statement for full details of the Qualifying Transaction.

Following completion of the Qualifying Transaction, the officers and directors of the Resulting Issuer are as follows:

Duane Nelson - Chief Executive Officer and Director
Grant Bond - Chief Financial Officer
Marien Segovia - Corporate Secretary
Darryl Yea -Director
Mike Cowin - Director
Robert Archer - Director

Following the completion of the Qualifying Transaction, a total of 61,712,057 Resulting Issuer Shares are issued and outstanding.

In accordance with TSXV policies, a total of 1,300,052 Common Shares and 286,011 options of the Resulting Issuer will remain subject to a capital pool company escrow agreement, a further 18,284,402 Common Shares are subject to an escrow agreement dated October 8, 2025 between the Resulting Issuer and Computershare Trust Company of Canada.

In connection with the Qualifying Transaction, the auditor of Innovation, BDO Canada LLP, has been appointed the auditor of the Resulting Issuer.

Due to the ongoing job action affecting multiple government agencies name reservation requests are not currently being examined, as such the Resulting Issuer will use the name Torchlight Innovations Inc. (doing business as RZOLV Technologies Inc.).

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold in the "United States" (as such term is defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About Torchlight (doing business as RZOLV Technologies Inc.)

RZOLV Technologies is a clean-tech company with an innovative technology that aims to transform the gold mining industry. Innovation has developed RZOLV, a proprietary, non-toxic hydrometallurgical formula for gold extraction. The formula offers a sustainable, safe, and water-based alternative to cyanide.

While cyanide has been the industry standard for over a century, its toxic nature has led to bans in several countries and costly permitting challenges for mining companies. RZOLV offers similar cost and performance metrics as cyanide, but with a non-toxic, reusable and sustainable profile. Innovation is currently focused on validating its technology through a 100-tonne industrial test, after which full commercialization efforts will begin.

RZOLV Technologies has safeguarded RZOLV by filing an international patent and possessing a robust portfolio of trade secrets, facility security, chemical obfuscation, and stringent employment confidentiality agreements ensuring long-term competitive advantages. The intellectual property framework includes protection for its chemical formulation, regeneration processes, and specific applications in heap leaching, vat leaching, and concentrate processing.

Cautionary Note

Neither the Exchange nor its Regulation Services Provider (as that term is defined in policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV Requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.

For further information, please contact:
Duane Nelson
Email: duane@innovationmining.com
Phone: 604-512-8118

Cautionary Statement Regarding Forward-Looking Information

This press release contains "forward-looking information" and "forward-looking statements" within the meaning of applicable securities legislation. The forward-looking statements herein are made as of the date of this press release only, and Torchlight, Innovation and the Resulting Issuer do not assume any obligation to update or revise them to reflect new information, estimates or opinions, future events or results or otherwise, except as required by applicable law. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budgets", "scheduled", "estimates", "forecasts", "predicts", "projects", "intends", "targets", "aims", "anticipates" or "believes" or variations (including negative variations) of such words and phrases or may be identified by statements to the effect that certain actions "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. These forward-looking statements include, among other things, statements relating to: when the Common Shares will begin trading on the TSXV and the name of the Resulting Issuer.

Such forward-looking statements are based on a number of assumptions of the management of Innovation and the management of the Company, including, without limitation, that the Common Shares will being trading on the TSXV during the week of October 20, 2025 and that the Resulting Issuer will use the name Torchlight Innovations Inc. (doing business as RZOLV Technologies Inc.).

Additionally, forward-looking information involves a variety of known and unknown risks, uncertainties and other factors which may cause the actual plans, intentions, activities, results, performance or achievements of Torchlight, Innovation or the Resulting Issuer to be materially different from any future plans, intentions, activities, results, performance or achievements expressed or implied by such forward-looking statements. Such risks include, without limitation: that the Common Shares will not being trading on the TSXV during the week of October 20, 2025 and that the Resulting Issuer will not use the name Torchlight Innovations Inc. (doing business as RZOLV Technologies Inc.). Such forward-looking information represents the best judgment of the management of Innovation and the management of the Company based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information. Neither Torchlight, nor Innovation, nor any of their representatives make any representation or warranty, express or implied, as to the accuracy, sufficiency or completeness of the information in this press release. Neither Torchlight, nor Innovation, nor any of their representatives shall have any liability whatsoever, under contract, tort, trust or otherwise, to you or any person resulting from the use of the information in this press release by you or any of your representatives or for omissions from the information in this press release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/270460

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Torchlight Innovations Inc. Announces Completion of Qualifying Transaction

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