Torchlight Innovations Inc. Announces Filing of Filing Statement in Connection with Proposed Qualifying Transaction with Innovation Mining Inc.

Executive Summary

• Torchlight Innovations Inc. provides an update on its proposed "Qualifying Transaction" with Innovation Mining Inc., confirming the expected closing date of October 10, 2025.
• The transaction involves a share consolidation of Torchlight’s common shares on a 1:1.923 basis, resulting in approximately 2,860,114 shares outstanding.
• Following the transaction, the resulting issuer will assume Innovation Mining's business as a Tier 2 technology issuer, with trading expected to commence under the symbol "RZLV" during the week of October 20, 2025.

Key Details

• Transaction Structure: Torchlight Innovations Inc. is completing a Qualifying Transaction with Innovation Mining Inc. to take over Innovation's business as a Tier 2 technology issuer.
• Closing Date: The transaction is expected to close on October 10, 2025.
• Share Consolidation: Effective October 10, 2025, Torchlight common shares will consolidate on a 1:1.923 basis.
• Share Count: Pre-consolidation outstanding shares are 5,500,000; post-consolidation shares are anticipated to be approximately 2,860,114.
• Trading Symbol Change: Common shares of the Resulting Issuer will commence trading under the symbol "RZLV" during the week of October 20, 2025.
• CUSIP/ISIN Updates: New CUSIP is 89103M209; New ISIN is CA89103M2094. The company name and current stock symbol remain unchanged post-consolidation.
• Fractional Shares: No fractional shares will be issued; any fractions will be rounded to the nearest whole number.
• Regulatory Filing: A filing statement dated October 8, 2025, was filed with the TSX Venture Exchange pursuant to Exchange Policy 2.4 - Capital Pool Companies.
• Shareholder Action: Shareholders holding shares through intermediaries need not take action. Registered shareholders will receive letters of transmittal after the completion of the Canadian postal strike; a generic letter is posted on SEDAR+.
• Target Company Profile: Innovation Mining Inc. is a clean-tech company developing RZOLV, a proprietary, non-toxic, water-based hydrometallurgical formula for gold extraction, serving as an alternative to cyanide.
• Conditions: Completion is subject to TSXV acceptance and, if applicable, majority of the minority shareholder approval.

Notable Quotes

• None explicitly quoted in the text; the release consists primarily of factual updates and administrative details regarding the transaction timeline and mechanics.