Torchlight Innovations Inc. (TSXV: TLX.P) (doing business as RZOLV Technologies Inc.) (“Torchlight” or the “Company“), is pleased to announce that, after the completion of its qualifying transaction (the “Qualifying Transaction“) with Innovation Mining Inc. (“Innovation“), the Company’s common shares (the “Common Shares“) will commence trading on the TSX Venture Exchange (the “TSXV“) on Wednesday, October 22, 2025 under the ticker symbol “RZL”.
Please refer to news releases dated April 11, 2025, September 22, 2025, October 8, 2025, and October 14, 2025 for further details regarding the Qualifying Transaction.
Due to the ongoing job action affecting multiple government agencies, name reservation requests are not currently being examined, as such the Company will use the name Torchlight Innovations Inc. (doing business as RZOLV Technologies Inc.) until such time as the Company can change its name to RZOLV Technologies Inc.
Investor Relations Agreement
The Company also announces that it has entered into an investor relations agreement dated August 26, 2025 (the “Agreement“) with Market One Media Group Inc. (the “Consultant“). 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 US, 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 TSXV in providing the services to the Company.
About Torchlight (doing business as RZOLV Technologies Inc.)
RZOLV Technologies Inc. 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. The Company is currently focused on validating its technology through a 100-tonne industrial test, after which full commercialization efforts will begin.
RZOLV Technologies Inc. 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 October 10, 2025, Duane Nelson of North Vancouver, British Columbia (the “Acquiror“), 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% of the issued and outstanding Common Shares on a non-diluted basis and 12.53% 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 + at www.sedarplus.ca and can also be obtained by contacting the Company at the details provided below.
Cautionary Note
Neither the TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Investors are cautioned that, except as disclosed in the filing statement prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying 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 Qualifying 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 does 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.
Such forward-looking statements are based on a number of assumptions of the management of the Company, including, without limitation, that the Common Shares will being trading on the TSXV on October 22, 2025, that the Company will use the name Torchlight Innovations Inc. (doing business as RZOLV Technologies Inc.), that the Consultant will provide certain investor relations services to the Company and that the TSXV will approve the Agreement.
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 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 begin trading on the TSXV on October 22, 2025, that the Company will not use the name Torchlight Innovations Inc. (doing business as RZOLV Technologies Inc.), that the Consultant will not provide certain investor relations services to Company and that the TSXV will not approve the Agreement. Such forward-looking information represents the best judgment of 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 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 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.
