Mr. Duane Nelson reports

RZOLV TECHNOLOGIES ANNOUNCES CLOSING OF OVER-SUBSCRIBED $1.9 MILLION NON-BROKERED PRIVATE PLACEMENT

Further to Rzolv Technologies Inc.'s news release dated June 17, 2026, the company has closed its oversubscribed non-brokered private placement financing of 5,428,213 units of the company at a price of 35 cents per unit for gross proceeds of $1,899,875 on July 8, 2026.

Each unit consists of one common share in the capital of the company and one-half of one non-transferable common share purchase warrant. Each whole warrant entitles the holder to acquire one additional common share of the company at a price of 55 cents per share until July 8, 2028. No fractional warrants will be issued.

In connection with the financing, the company incurred finders' fees of $73,663 and issued 210,464 non-transferable finders' warrants. Each finder's warrant is exercisable to acquire one common share of the company at a price of 35 cents per share until July 8, 2028.

All securities issued pursuant to the financing are subject to a statutory hold period of four months plus one day from the date of issuance in accordance with applicable Canadian securities laws, in addition to such other restrictions as may apply under applicable securities laws. The financing remains subject to final acceptance of the TSX Venture Exchange.

Certain officers and directors of the company acquired an aggregate of 114,286 units for gross proceeds of $40,000. Accordingly, the financing is considered a related party transaction within the meaning of Policy 5.9 of the TSX-V and Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. Neither the company, nor to the knowledge of the company after reasonable inquiry, a related party, has knowledge of any material information concerning the company or its securities that has not been generally disclosed.

The company has relied on the exemptions from the formal valuation and minority approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a), respectively, in respect of such insider participation, as the fair market value of the participation in the financing by insiders does not exceed 25 per cent of the market capitalization of the company, as determined in accordance with MI 61-101. The company did not file a material change report more than 21 days before closing of the financing because the details of the participation by related parties were not settled until shortly prior to closing, and the company wished to close the financing on an expedited basis for sound business reasons.

Use of proceeds

The net proceeds from the financing are expected to be used for research and development, pilot-scale and commercial-readiness activities, technical validation work, equipment and process optimization, intellectual property protection, business development, strategic partnership initiatives, investor relations, working capital, and general corporate purposes.

The financing is intended to strengthen the company's balance sheet and support the continued advancement of Rzolv's proprietary hydrometallurgical technology platform as the company progresses technical validation, partner engagement and commercialization initiatives.

Adoption of omnibus incentive plan

The company also announces that shareholders approved the adoption of a new omnibus incentive plan at the annual general and special meeting of shareholders held on June 16, 2026. The plan provides for the grant of incentive stock options, restricted share units (RSUs) and deferred share units (DSUs). Up to 10 per cent of the outstanding common share capital at any time is reserved for the grant of options, RSUs and DSUs. For further information regarding the plan, and to review the full text of the plan, readers are encouraged to review the management information circular sent to shareholders in connection with the meeting, a copy of which is available under the profile for the company on SEDAR+\.

About Rzolv Technologies Inc.

Rzolv Technologies is a Canadian clean-technology company advancing a proprietary hydrometallurgical chemistry platform for the recovery of precious and critical metals from ores, concentrates, tailings and selected secondary feedstocks.

The company's flagship technology, Rzolv, is a proprietary, water-based, non-cyanide dissolution system designed to support metal recovery in applications where conventional cyanide-based methods may be constrained by metallurgy, permitting, toxicity, environmental management or operating cost. Rzolv is being developed as a controlled aqueous redox-complexation platform intended to provide mining and resource recovery operators with an alternative recovery pathway for selected feed materials.

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