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Torchlight Innovations closes QT, changes symbol

2025-10-21 18:53 ET - News Release

Also News Release (C-RZL) Torchlight Innovations Inc (2)

Mr. Duane Nelson reports

TORCHLIGHT INNOVATIONS INC. (DBA: RZOLV TECHNOLOGIES INC.) ANNOUNCES LISTING DATE AFTER COMPLETION OF QUALIFYING TRANSACTION

After the completion of Torchlight Innovations Inc.'s (doing business as RZOLV Technologies Inc.) qualifying transaction with Innovation Mining Inc., the company's common shares will commence trading on the TSX Venture Exchange on Wednesday, Oct. 22, 2025, under the ticker symbol RZL.

Please refer to the news releases dated April 11, 2025, Sept. 22, 2025, Oct. 8, 2025, and Oct. 14, 2025, for further details regarding the qualifying transaction.

Due to the continuing job action affecting multiple government agencies, name reservation requests are not currently being examined; as such, the company will use the name Torchlight Innovations (doing business as RZOLV Technologies) until such time as the company can change its name to RZOLV Technologies.

Investor relations agreement

The company also announces that it has entered into an investor relations agreement dated Aug. 26, 2025, with Market One Media Group Inc. Pursuant to the agreement, the consultant has agreed to provide certain investor relations services to the company for a term of 12 months from the date of listing. The company has agreed to pay the consultant a fee of $105,000 (inclusive of GST) for these services.

Based in Canada and the United States, the consultant provides interviews, editorial content and video services to publicly listed companies. The company and the consultant act at arm's length, and the consultant has no present interest, directly or indirectly, in the company or its securities, or any right or present intent to acquire such an interest.

The consultant has agreed to comply with all applicable securities laws and the policies of the TSX-v in providing the services to the company.

About Torchlight Innovations Inc. (doing business as RZOLV Technologies Inc.)

RZOLV Technologies is a clean technology (cleantech) 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. The company 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.

Early warning disclosure

Prior to the completion of the qualifying transaction on Oct. 10, 2025, Duane Nelson, of North Vancouver, B.C., together with joint actors, beneficially owned and controlled nil common shares and nil stock options. In connection with and upon completion of the qualifying transaction, the acquiror, together with joint actors, beneficially owns and controls 7,463,023 common shares and 310,959 stock options, representing 12.09 per cent of the issued and outstanding common shares on a non-diluted basis and 12.53 per cent on a partially diluted basis.

The acquiror does not currently have plans to acquire additional securities or dispose of his holdings in the company. However, he may acquire or dispose of securities depending on market conditions, changes in plans or other relevant factors.

This disclosure is being made pursuant to National Instrument 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting Issuers, in connection with the filing of early warning reports regarding the acquisition of securities of the company. A copy of the acquiror's early warning report will be available on the company's profile on SEDAR+ and can also be obtained by contacting the company.

We seek Safe Harbor.

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