(MENAFN- Newsfile Corp) 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 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 .

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.

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