Torchlight Innovations closes QT, changes symbol

Executive Summary

• Torchlight Innovations Inc. (DBA: RZOLV Technologies Inc.) announced that its common shares will begin trading on the TSX Venture Exchange under the ticker symbol "RZL" on Wednesday, October 22, 2025, following the completion of its qualifying transaction with Innovation Mining Inc.
• The company entered into an investor relations agreement with Market One Media Group Inc. for $105,000 (inclusive of GST) to provide IR services for 12 months from the listing date.
• An early warning disclosure was filed indicating that Duane Nelson, acting with joint actors, beneficially owns 12.09% of the issued and outstanding common shares (non-diluted) and 12.53% (partially diluted) following the transaction.

Key Details

• Listing Details:
  • Exchange: TSX Venture Exchange
  • Ticker Symbol: RZL
  • Trading Start Date: Wednesday, October 22, 2025
  • Company Name: Torchlight Innovations Inc. (DBA: RZOLV Technologies Inc.)
  • Name Change Status: The company will use the name "Torchlight Innovations (doing business as RZOLV Technologies)" due to government job actions affecting name reservation requests; it will change to RZOLV Technologies once possible.
• Qualifying Transaction:
  • Completed with Innovation Mining Inc.
  • Refer to prior news releases dated April 11, 2025, Sept. 22, 2025, Oct. 8, 2025, and Oct. 14, 2025 for transaction details.
• Investor Relations Agreement:
  • Counterparty: Market One Media Group Inc.
  • Date: August 26, 2025
  • Term: 12 months from the date of listing.
  • Fee: $105,000 (inclusive of GST).
  • Services: Interviews, editorial content, and video services.
  • Arm's Length: The consultant acts at arm's length with no present interest in the company.
• Early Warning Disclosure (National Instrument 62-103):
  • Acquiror: Duane Nelson (North Vancouver, B.C.) and joint actors.
  • Pre-Transaction Holdings: Nil common shares and nil stock options.
  • Post-Transaction Holdings:
    • 7,463,023 common shares.
    • 310,959 stock options.
  • Ownership Percentage:
    • 12.09% of issued and outstanding common shares (non-diluted basis).
    • 12.53% of issued and outstanding common shares (partially diluted basis).
  • Intent: No current plans to acquire additional securities or dispose of holdings, subject to market conditions and other factors.

Notable Quotes

• No direct quotes from the CEO or President were included in the provided text.