- Torchlight Innovations Inc. (TSXV:TLX.P) has signed an amalgamation agreement to acquire all issued and outstanding securities of Innovation Mining Inc.
- Prior to the closing, Innovation will complete a 1:1.24 share split and conduct a non-brokered private placement of subscription receipts at $0.50 each, targeting gross proceeds of up to $2 million
- All current directors and officers of Torchlight, except one director will resign upon closing
- Torchlight Innovations stock (TSXV: TLX.P) last traded at $0.04
Torchlight Innovations Inc. (TSXV:TLX.P) announced that it had signed a definitive amalgamation agreement dated April 11, 2025, with Innovation Mining Inc. and a wholly owned subsidiary of Torchlight. The transaction, structured as a “three-cornered amalgamation,” will result in Torchlight acquiring all issued and outstanding securities of Innovation.
As detailed in a media release, the transaction, subject to TSX Venture Exchange approval, is intended to serve as Torchlight’s “Qualifying Transaction” under TSXV Policy 2.4 – Capital Pool Companies.
As part of the transaction, Torchlight will consolidate its common shares on a 1.93:1 basis and change its name to “Innovation Mining Inc.” or another name selected by Innovation.
Contact Innovation Mining: ir@innovationmining.com.
A clean-tech leap in gold mining
Innovation Mining Inc. is a clean-tech company revolutionizing gold extraction with its proprietary, non-toxic hydrometallurgical formula, RZOLV. This water-based alternative to cyanide offers comparable performance and cost-efficiency while eliminating the environmental and regulatory challenges associated with traditional methods. Innovation is currently validating RZOLV through a 100-tonne industrial test, with commercialization on the horizon.
The company has fortified its intellectual property with two patent filings, trade secrets, and robust security protocols, covering applications in heap leaching, vat leaching, and concentrate processing.
Transaction details
Under the amalgamation agreement, Innovation will merge with Subco to form a wholly owned subsidiary of Torchlight. The amalgamation requires approval from at least two-thirds of Innovation shareholders but is not expected to require approval from Torchlight shareholders.
Prior to the closing, Innovation will complete a 1:1.24 share split and conduct a non-brokered private placement of subscription receipts at $0.50 each, targeting gross proceeds of up to $2 million. These receipts will convert into common shares and warrants of the resulting issuer.
Upon closing, the resulting issuer will issue:
- 55,011,000 common shares to Innovation shareholders
- 621,919 options at $0.08 and 3,793,703 options at $0.20
- 159,087 warrants at $0.20, 80,899 broker warrants at $0.40
- 3,528,766 warrants at $0.60, 2,674,250 warrants at $0.40 (PP Financing)
- 4,000,000 warrants at $0.75 (SR Financing)
New leadership
Following the transaction, the board and executive team of the resulting issuer will include:
- Duane Nelson – CEO and Director
- Darryl Yea – Director
- Mike Cowin – Director
- Robert Archer – Director
- Grant Bond – CFO
All current directors and officers of Torchlight, except Robert Archer, will resign upon closing.
The principal business driving Torchlight Innovations Inc. is the identification, evaluation and acquisition of assets or businesses with a view to potential acquisition or participation by completing a qualifying transaction.
Torchlight Innovations stock (TSXV: TLX.P) last traded at $0.04.
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