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

Vancouver, British Columbia–(Newsfile Corp. – October 8, 2025) – Torchlight Innovations Inc. (TSXV: TLX.P) (“Torchlight” or the “Company“), is pleased to provide an update on its proposed “Qualifying Transaction” (the “Transaction“) with Innovation Mining Inc. (“Innovation“) previously announced in its news releases dated April 11, 2025 and September 22, 2025. The Transaction is expected to close on October 10, 2025. Following the closing, it is anticipated that the common shares of the Resulting Issuer (as defined below) will commence trading under the symbol “RZLV” during the week of October 20, 2025.

As part of the Transaction, Torchlight will consolidate its common shares on a 1:1.923 basis (the “Consolidation“) effective October 10, 2025 (the “Effective Date“). Following the Consolidation, the Torchlight common shares (the “Common Shares“) will trade under the new CUSIP number 89103M209 and the new ISIN number CA89103M2094. The Company’s name and stock symbol will remain unchanged following the Consolidation. No fractional shares will be issued as any fractional share will be rounded to the nearest whole number.

The Consolidation remains subject to final confirmation by the TSX Venture Exchange. There are currently 5,500,000 common shares outstanding (the “Common Shares“) and it is anticipated that following the Consolidation, there will be approximately 2,860,114 Common Shares outstanding.

Shareholders who hold their Common Shares through a securities broker or other intermediary and do not have Common Shares registered in their name will not be required to take any action with respect to the Consolidation. Due to the ongoing Canadian postal strike (the “Strike“), letters of transmittal with respect to the Consolidation will not be mailed to all registered shareholders of the Company on or about the Effective Date. Instead, a generic letter of transmittal will be posted on the Company’s profile on SEDAR+ on www.sedarplus.ca and registered shareholders will receive letters of transmittal after the completion of the Strike. All registered shareholders who submit a duly completed letter of transmittal along with their respective share certificate(s) representing the pre-consolidation Common Shares to the Company’s transfer agent, Computershare Investor Services, will receive a certificate representing the post-Consolidation Common Shares.

Filing Statement

Pursuant to Exchange Policy 2.4 – Capital Pool Companies, the Company and Innovation filed the filing statement dated October 8, 2025 (the “Filing Statement“) with the TSX Venture Exchange (the “Exchange“). The Filing Statement, which contains details and requisite financial information regarding the Transaction and the Resulting Issuer, is available under the Company’s profile on SEDAR+ on www.sedarplus.ca.

About Innovation

Innovation 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. Innovation is currently focused on validating its technology through a 100-tonne industrial test, after which full commercialization efforts will begin.

Innovation 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.

Upon completion of the Transaction, Torchlight (then, the “Resulting Issuer“) will take over the business of Innovation as a Tier 2 technology Issuer.

All information contained in this press release with respect to Innovation was supplied by Innovation, and Torchlight and its directors and officers have relied on Innovation for such information.

About Torchlight

The Company completed its IPO on August 8, 2022 for gross proceeds of $300,000 and, in connection therewith, listed on the TSXV as a CPC under the trading symbol “TLX.P”. The Company is a reporting issuer in British Columbia, Alberta and Ontario.

Cautionary Note

Neither the Exchange nor its Regulation Services Provider (as that term is defined in policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV Requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the 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 proposed Transaction and has neither approved nor disapproved the contents of this press release.

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, Innovation and the Resulting Issuer do 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: (a) the completion of the Transaction (including TSXV approval and the closing of the Transaction), (b) the listing of the Resulting Issuer on the TSXV (as a Tier 2 technology issuer), (c) the anticipated closing date of the Transaction, (d) the anticipated listing date of the common shares of the Resulting Issuer, (e) the Effective Date of the Consolidation, (f) the number of Common Shares outstanding following the Consolidation, (g) the treatment of fractional shares in the Consolidation, (h) measures to be taken by shareholders with regard to post-consolidation Common Shares, (i) the anticipated receipt of final approval of the Consolidation by the TSX Venture Exchange, and (j) other statements relating to the Consolidation that are not historical facts.

Such forward-looking statements are based on a number of assumptions of the management of Innovation and the management of the Company, including, without limitation, that (i) the parties will obtain all necessary corporate, shareholder and regulatory approvals and consents required for the completion of the Transaction (including TSXV approval), (ii) the Resulting Issuer will be listed on the TSXV as a Tier 2 technology issuer, as anticipated, (iii) there will be no adverse changes in applicable regulations or TSXV policies that impact the Transaction, (iv) the Transaction will close on the anticipated closing date, (v) the common shares of the Resulting Issuer will start trading on the anticipated listing date, (vi) the Consolidation will be completed on the Effective Date, (vii) there will be 2,860,114 Common Shares outstanding following the Consolidation, (viii) fractional shares in the Consolidation will be rounded to the nearest whole number, (ix) a generic letter of transmittal will be posted on the Company’s SEDAR+ website and letters of transmittal with respect to the Consolidation will be mailed shortly to all registered shareholders of the Company after the completion of the Strike, and (x) the TSX Venture Exchange will provide final approval of the Consolidation.

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, Innovation or the Resulting Issuer 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: (A) there can be no assurances that Torchlight and Innovation will obtain all requisite approvals for the Transaction, including the approval of the TSXV (which may be conditional upon amendments to the terms of the Transaction), (B) the parties and the completion of the Transaction may be adversely impacted by changes in legislation, changes in TSXV policies, political instability or general market conditions, (C) following completion of the Transaction, the Resulting Issuer may require additional financing from time to time in order to continue its operations, (D) financing may not be available when needed or on terms and conditions acceptable to the Resulting Issuer, and (E) the Transaction will not close on the anticipated closing date, (F) the common shares of the Resulting Issuer will not start trading on the anticipated listing date, (G) the Consolidation will not be completed on the Effective Date, (H) there will not be 2,860,114 Common Shares outstanding following the Consolidation, (I) fractional shares in the Consolidation will not be rounded to the nearest whole number, (J) a generic letter of transmittal will not be posted on the Company’s SEDAR+ website and letters of transmittal with respect to the Consolidation will not be mailed shortly to all registered shareholders of the Company after the completion of the strike, and (K) the Exchange will not provide final approval of the Consolidation.. Such forward-looking information represents the best judgment of the management of Innovation and 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 Innovation, 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 Innovation, 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.

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