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

Vancouver, British Columbia–(Newsfile Corp. – September 22, 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 release dated April 11, 2025 (the “Initial News Release“).

The Transaction

On August 7, 2025, the Amalgamation (as defined below) was approved by more than 66⅔% of the votes cast at a meeting of shareholders of Innovation, which was held to consider the Amalgamation. Pursuant to the amalgamation agreement dated April 11, 2025 between Torchlight, Innovation and 1535261 B.C. Ltd. (“Subco“), on the closing date of the Transaction, Innovation will amalgamate with Subco in accordance with the Business Corporations Act (British Columbia) (the “Amalgamation“).

In connection with the Transaction, Innovation has completed a non-brokered private placement of units (the “Units“) at a price per Unit of $0.35 ($0.28 post-Share Split) for additional gross proceeds of $1,358,712 (the “PP Financing“). Each Unit is comprised of one common share and one common share purchase warrant (each whole warrant exercisable for one common share at a price of $0.50 per share ($0.40 post-Share Split)). The funds raised in the PP Financing are available for Innovation’s use towards its business prior to the completion of the Transaction.

On September 9, 2025, the TSX Venture Exchange (the “TSXV“) conditionally accepted the Transaction, subject to the Company and Innovation fulfilling all of the requirements of the TSXV on or before December 9, 2025.

For further information related to the terms and conditions of the Transaction, please refer to the Initial News Release.

Financial Information of Innovation

The table below sets out certain financial data for Innovation in respect of the periods for which financial information will be included in the Filing Statement to be prepared in connection with the Transaction:

Innovation Agreement with Aurquest Alaska Inc.

On August 27, 2025, Innovation entered into a non-binding letter of intent (the “Aurquest LOI“) with Aurquest Alaska Inc. (“Aurquest“), a Toronto-based company that owns a number of operating mines in Alaska and Central America. Pursuant to the terms of the Aurquest LOI, Innovation will apply its RZOLV formula for gold extraction to precious metals from gravity concentrates and/or table tails from Aurquest’s placer mining operations in Alaska and analyze the results. Following completion of this bulk test, Innovation and Aurquest will discuss and consider further collaboration which may include a limited exclusive licensing arrangement for the state of Alaska.

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, it is expected that 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 TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture 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.

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), and (c) Innovation’s application of its RZOLV formula pursuant to the Aurquest LOI.

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, and (iv) Innovation’s RZOLV formula will be used for gold extraction pursuant to the Aurquest LOI.

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) Innovation’s RZOLV formula will not be used for gold extraction pursuant to the Aurquest LOI.

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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