Mr. Duane Nelson reports

RZOLV TECHNOLOGIES ANNOUNCES PROPOSED $1.5 MILLION NON-BROKERED PRIVATE PLACEMENT

Rzolv Technologies Inc. intends to complete a non-brokered private placement financing for aggregate gross proceeds of up to approximately $1.5-million.

The financing will consist of up to 4,285,715 units of the company at a price of 35 cents per unit. Each unit will consist of one common share in the capital of the company and one-half of one non-transferable common share purchase warrant. Each whole warrant will entitle the holder to acquire one additional common share of the company at a price of 55 cents per share for a period of 24 months from the date of issuance.

The company may complete the financing in one or more tranches. The financing is expected to close on or about June 29, 2026, or such other date as the company may determine, and remains subject to customary closing conditions, including receipt of acceptance from the TSX Venture Exchange and any other required regulatory approvals.

All securities issued in connection with the financing will be subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable Canadian securities laws. The company may pay finders' fees or commissions in connection with the financing, in cash and/or securities, in accordance with the policies of the TSX Venture Exchange and applicable securities laws.

The financing is not expected to result in the creation of a new control person, as such term is defined in the policies of the TSX Venture Exchange.

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.

Insider participation

Certain directors, officers, insiders or related parties of the company may participate in the financing. Any such participation would constitute a related party transaction under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company expects that any such participation would be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101, as neither the fair market value of the securities issued to insiders nor the consideration paid by insiders is expected to exceed 25 per cent of the company's market capitalization. The company will confirm any insider participation upon closing of the financing.

About Rzolv Technologies Inc.

Rzolv Technologies 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.

We seek Safe Harbor.