Vancouver, British Columbia--(Newsfile Corp. - July 9, 2026) - RZOLV Technologies Inc. (TSXV: RZL) (OTCQB: RZOLF) (FSE: S711) ("RZOLV" or the "Company") announces that, further to its news release dated June 17, 2026, it closed its over-subscribed non-brokered private placement financing of 5,428,213 units of the Company ("Units") at a price of $0.35 per Unit for gross proceeds of $1,899,875 (the "Financing") on July 8, 2026.
Each Unit consists of one common share in the capital of the Company and one-half of one non-transferable common share purchase warrant. Each whole warrant entitles the holder to acquire one additional common share of the Company at a price of $0.55 per share until July 8, 2028. No fractional warrants will be issued.
In connection with the Financing, the Company incurred finder's fees of $73,663 and issued 210,464 non-transferable finder's warrants ("Finder's Warrants"). Each Finder's Warrant is exercisable to acquire one common share of the Company at a price of $0.35 per share until July 8, 2028.
All securities issued pursuant to the Financing are subject to a statutory hold period of four months plus one day from the date of issuance in accordance with applicable Canadian securities laws, in addition to such other restrictions as may apply under applicable securities laws. The Financing remains subject to final acceptance of the TSX Venture Exchange (the "TSXV").
Certain officers and directors of the Company acquired an aggregate of 114,286 Units for gross proceeds of $40,000. Accordingly, the Financing is considered a related party transaction within the meaning of Policy 5.9 of the TSXV and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Neither the Company, nor to the knowledge of the Company after reasonable inquiry, a related party, has knowledge of any material information concerning the Company or its securities that has not been generally disclosed.
The Company has relied on the exemptions from the formal valuation and minority approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a), respectively, in respect of such insider participation, as the fair market value of the participation in the Financing by insiders does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101. The Company did not file a material change report more than 21 days before closing of the Financing because the details of the participation by related parties were not settled until shortly prior to closing, and the Company wished to close the Financing on an expedited basis for sound business reasons.
The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended, or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements is available. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Use of Proceeds
The net proceeds from the Financing are expected to be used for research and development, pilot-scale and commercial-readiness activities, technical validation work, equipment and process optimization, intellectual property protection, business development, strategic partnership initiatives, investor relations, working capital, and general corporate purposes.
The Financing is intended to strengthen the Company's balance sheet and support the continued advancement of RZOLV's proprietary hydrometallurgical technology platform as the Company progresses technical validation, partner engagement, and commercialization initiatives.
Adoption of Omnibus Incentive Plan
The Company also announces that shareholders approved the adoption of a new omnibus incentive plan (the "Plan") at the annual general and special meeting (the "Meeting") of shareholders held on June 16, 2026. The Plan provides for the grant of incentive stock options ("Options"), restricted share units ("RSUs") and deferred share units ("DSUs"). Up to ten percent of the outstanding common share capital at any time is reserved for the grant of Options, RSUs and DSUs. For further information regarding the Plan, and to review the full text of the Plan, readers are encouraged to review the management information circular sent to shareholders in connection with the Meeting, a copy of which is available under the profile for the Company on SEDAR+ (www.sedarplus.ca).
About RZOLV Technologies Inc.
RZOLV Technologies Inc. is a Canadian clean-technology company advancing a proprietary hydrometallurgical chemistry platform for the recovery of precious and critical metals from ores, concentrates, tailings, and selected secondary feedstocks.
The Company's flagship technology, RZOLV, is a proprietary, water-based, non-cyanide dissolution system designed to support metal recovery in applications where conventional cyanide-based methods may be constrained by metallurgy, permitting, toxicity, environmental management, or operating cost. RZOLV is being developed as a controlled aqueous redox-complexation platform intended to provide mining and resource recovery operators with an alternative recovery pathway for selected feed materials.
For more information, please visit www.rzolv.com.
For further information, please contact:
Duane Nelson
President & CEO
RZOLV Technologies Inc.
Tel: +1-604-332-2662
Email: duane@rzolv.com
Cautionary Note Regarding Forward-Looking Statements
This news release contains "forward-looking information" and "forward-looking statements" within the meaning of applicable Canadian securities laws. Forward-looking statements in this news release include, but are not limited to, statements regarding the intended use of proceeds of the Financing; receipt of final TSXV acceptance; the Company's research and development plans; technical validation work; commercialization initiatives; strategic partnership initiatives; and the advancement of the Company's RZOLV technology platform.
Forward-looking statements are often identified by words such as "may," "will," "could," "would," "should," "intend," "plan," "anticipate," "believe," "estimate," "expect," "potential," "proposed," "target," "advance," "support," and similar expressions. Forward-looking statements are based on the Company's current expectations, estimates, projections, assumptions, and beliefs as of the date of this news release.
Forward-looking statements are subject to known and unknown risks, uncertainties, and other factors that may cause actual results, performance, achievements, or developments to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, risks related to receipt of final TSXV acceptance; market conditions; investor demand; use of proceeds; technical development and scale-up; commercialization timelines; intellectual property protection; strategic partner engagement; metallurgical variability; regulatory and permitting requirements; and general economic, financial market, and industry conditions.
In making the forward-looking statements in this news release, the Company has applied certain material assumptions, including, without limitation, that the Company will receive final acceptance from the TSXV in connection with the Financing; the Company will use the proceeds of the Financing as currently anticipated; the Company's research and development activities will proceed as planned; and the Company will be able to advance its commercialization initiatives and strategic partnerships.
Readers are cautioned not to place undue reliance on forward-looking statements. Additional information regarding risks and uncertainties applicable to the Company is available under the Company's profile on SEDAR+ at www.sedarplus.ca. Except as required by applicable securities laws, the Company does not undertake any obligation to update or revise any forward-looking statements.
Neither the TSXV nor its Regulation Services Provider, as that term is defined in the policies of the TSXV, accepts responsibility for the adequacy or accuracy of this news release.
THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/304499
Source: RZOLV Technologies Inc.
