The TSX Venture Exchange has accepted for filing the qualifying transaction of Torchlight Innovations Inc., as described in its filing statement dated Oct. 8, 2025.

As a result, at the opening on Oct. 22, 2025, Torchlight Innovations will no longer be considered as a capital pool company.

The qualifying transaction consisted of the arm's-length acquisition of all of the issued and outstanding common shares in the capital of Innovation Mining Inc., pursuant to the amalgamation agreement dated April 11, 2025, in exchange for 58,851,943 postconsolidated shares (see bulletin dated Oct. 9, 2025, for information on the consolidation) at a deemed value of 50 cents per share for aggregate gross proceeds of $29,425,971.50.

The company consolidated its shares on a one-new-for-1.923-old share basis. The shares will be exchanged on a one-for-one basis on a postconsolidated basis.

For additional information refer to the company's news releases dated April 11, 2025, Sept. 22, 2025, Oct. 8, 2025, and Oct. 14, 2025, and its filing statement dated Oct. 8, 2025, which is filed on SEDAR+.

In connection with the closing of the transaction, Innovation closed its previously announced non-brokered private placement of subscription receipts of the Innovation at a price of 50 cents per subscription receipt for aggregate gross proceeds of $2,843,281. Each subscription receipt consists of one common share and one common share purchase warrant, exercisable at a price of 75 cents until Oct. 10, 2027.

In connection with the concurrent financing, the company paid to certain finders, including Ventum Financial Inc., Integral Wealth Securities Ltd., Haywood Securities Inc., Canaccord Genuity Corp., EMD Financial Inc., Research Capital Corp. and Leede Financial Inc., a cash fee of $177,180 and issued 370,360 broker warrants. Each broker warrant is exercisable for one common share at the exercise price of 50 cents until Oct. 10, 2027.

Resume trading

Effective at the opening of business on Oct. 22, 2025, the common shares of Torchlight Innovations will commence trading on the TSX Venture Exchange as a Tier 2 industrial company.

Capitalization:  unlimited number of common shares with no par value, of which 61,712,057 common shares are issued and outstanding

Escrow:  Eighteen million two hundred eighty-four thousand four hundred eight common shares, issued pursuant to the qualifying transaction, are escrowed pursuant to an exchange Tier 2 escrow agreement.

Transfer agent:  Computershare Investor Services Inc.

Trading symbol:  RZL (new)

Cusip No.:  89103M 20 9 (unchanged)

The exchange has been advised that the above transactions have been completed.