Torchlight Innovations Inc. Announces Update on Proposed Qualifying Transaction with Innovation Mining Inc. and Innovation Mining Inc.'s Agreement with Aurquest Alaska Inc.

Executive Summary

• Torchlight Innovations Inc. provides an update on its proposed "Qualifying Transaction" (amalgamation) with Innovation Mining Inc., noting that Innovation shareholders approved the amalgamation on August 7, 2025.
• The TSX Venture Exchange conditionally accepted the Transaction on September 9, 2025, subject to fulfillment of all requirements by December 9, 2025.
• Innovation Mining completed a non-brokered private placement raising $1,358,712 prior to the transaction, and entered into a non-binding letter of intent with Aurquest Alaska Inc. to test its RZOLV gold extraction formula.

Key Details

• Transaction Status: Innovation Mining shareholders approved the Amalgamation with Subco (1535261 B.C. Ltd.) on August 7, 2025, with more than 66⅔% of votes cast in favor.
• Regulatory Approval: The TSX Venture Exchange conditionally accepted the Transaction on September 9, 2025. The Company and Innovation must fulfill all TSXV requirements on or before December 9, 2025.
• Private Placement Financing: Innovation completed a non-brokered private placement of Units at $0.35 per Unit ($0.28 post-Share Split).
  • Gross Proceeds: $1,358,712.
  • Warrant Terms: Each Unit includes one common share purchase warrant, exercisable for one common share at $0.50 per share ($0.40 post-Share Split).
  • Use of Proceeds: Available for Innovation's business use prior to Transaction completion.
• Strategic Agreement (Aurquest LOI): On August 27, 2025, Innovation entered a non-binding letter of intent with Aurquest Alaska Inc.
  • Scope: Innovation will apply its RZOLV formula to gold extraction from gravity concentrates/table tails from Aurquest’s placer mining operations in Alaska.
  • Future Potential: Following bulk test completion, parties will discuss a limited exclusive licensing arrangement for the state of Alaska.
• Financial Information (Innovation Mining):
  • Six months ended June 30, 2025 (Unaudited):
    • Total Revenue: Nil
    • Net Loss: $(1,161,880)
    • Total Assets: $816,859
    • Total Liabilities: $347,306
    • Shareholders' Equity: $469,553
  • Financial year ended December 31, 2024 (Audited):
    • Total Revenue: Nil
    • Net Loss: $(2,333,981)
    • Total Assets: $699,472
    • Total Liabilities: $259,488
    • Shareholders' Equity: $439,984
• Post-Transaction Structure: Upon completion, Torchlight (as the "Resulting Issuer") is expected to take over Innovation's business as a Tier 2 technology Issuer on the TSXV.

Notable Quotes

• No direct quotes from the CEO/President were included in the text of the release.