Mr. Fayyaz Alimohamed reports

SEARCHLIGHT INNOVATIONS ANNOUNCES AMENDMENT OF MERGER AGREEMENT WITH RIVERBOAT ENERGY

Searchlight Innovations Inc. has entered a second amending agreement to the merger agreement dated effective Oct. 11, 2024, as amended by an amending agreement dated Dec. 31, 2024, between Searchlight, Riverboat Energy Corp. and 1506404 B.C. Ltd., a wholly owned subsidiary of Searchlight, as previously disclosed in the company's press releases dated Aug. 7, 2024, Oct. 16, 2024, and Jan. 6, 2025. The transactions contemplated under the merger agreement, as amended, will constitute the qualifying transaction (as such term is defined in Policy 2.4 (Capital Pool Companies) of the corporate finance manual of the TSX Venture Exchange) of the company.

The amending agreement: (a) provides for an extension of the outside date to close the proposed transaction from March 31, 2025, to June 30, 2025; and (b) revises the terms of the proposed concurrent financing to be conducted in connection with the proposed transaction.

Pursuant to the amending agreement, the proposed concurrent financings previously announced on Oct. 16, 2024, Aug. 7, 2024, and Jan. 6, 2025, are expected to be composed of two private placements as follows:

1. A private placement of subscription receipts of Riverboat at a price per non-flow-through subscription receipt of 15 cents, with each NFT subscription receipt to automatically convert, without payment of any additional consideration and without further action on the part of the holder thereof, into one common share in the capital of Riverboat immediately before the effective time of the proposed transaction, upon satisfaction of certain escrow release conditions;
2. A private placement of subscription receipts of Riverboat at a price per flow-through subscription receipt of 17.5 cents, with each FT subscription receipt to automatically convert, without payment of any additional consideration and without further action on the part of the holder thereof, into one common share in the capital of Riverboat that qualifies as a flow-through share immediately before the effective time of the proposed transaction, upon satisfaction of certain escrow release conditions.

The total aggregate proceeds of the concurrent financings will be a minimum of $3-million (or such other amount as the exchange may allow or require) and a maximum of $5-million (corresponding to a maximum of 33,333,333 common shares in the capital of Riverboat), in any combination of proceeds among the NFT SR financing and FT SR financing, provided, however, that Riverboat may increase the size of the concurrent financings, in its discretion. It is anticipated that finders' fees of up to 7.0 per cent will be paid in connection with the concurrent financings, consisting of a cash fee of up to 7.0 per cent of the gross proceeds and finder Riverboat share purchase warrants equal to up to 7.0 per cent of the aggregate number of securities issued in the concurrent financings. Each such finder warrant will be exercisable for one Riverboat share for a period of 24 months from the date of issuance of the warrant at a price of 15 cents per share. The finder warrants will be exchanged for warrants to purchase common shares in the capital of the issuer resulting from the proposed transaction with equivalent terms at the effective time of the proposed transaction.

In addition to the Riverboat shares to be issued pursuant to the concurrent financings, Riverboat currently has 35,425,334 Riverboat shares issued and outstanding, as well as 4.4 million options to purchase Riverboat shares at a price of five cents per share until Nov. 4, 2034.

As an update to the press release of the company dated Jan. 6, 2025, Frederic Leigh, a director of Searchlight, was previously announced to have acquired an additional 250,000 Riverboat shares on Nov. 15, 2024. Due to a clerical error, this issuance was instead effected on March 14, 2025.

As an update to the press releases of the company dated Oct. 16, 2024, Aug. 7, 2024, and Jan. 6, 2025, the asset purchase agreement dated Aug. 16, 2023, as amended on Dec. 31, 2024, between Riverboat and Conquest Resources Ltd., pursuant to which Riverboat acquired its sole material property, the Lake Nipigon basin property, the agreement has also been amended pursuant to an amending agreement dated March 31, 2025. The $500,000 of Riverboat shares issuable to Conquest pursuant to the Nipigon agreement are payable within 10 business days of June 30, 2025 (extended from March 31, 2024).

Additional information

Trading in the common shares of the company is currently halted in accordance with the policies of the exchange and will remain halted until such time as all required documentation in connection with the proposed transaction has been filed with and accepted by the exchange and permission to resume trading has been obtained from the exchange.

Completion of the proposed transaction is subject to a number of conditions, and there can be no assurance that the proposed transaction will be completed as proposed or at all.

About Searchlight Innovations Inc.

Searchlight was incorporated under the Business Corporations Act (British Columbia) on Oct. 8, 2021, and is a capital pool company (as such term is defined in Policy 2.4) listed on the exchange. Searchlight has no commercial operations and no assets other than cash.

About Riverboat Energy Corp.

Riverboat was incorporated under the Business Corporations Act (British Columbia) on June 23, 2023, under the name 1423692 B.C. Ltd. On July 18, 2023, Riverboat changed its name to Lake Nipigon Holdings Ltd., on Oct. 5, 2023, Riverboat changed its name to Birkdale Resources Corp. and on June 4, 2024, Riverboat changed its name to Riverboat Energy Corp.

Riverboat is a mineral exploration company focused on the acquisition and exploration of its wholly owned mineral property in the Lake Nipigon basin, Ontario, subject to: (a) a 2.0-per-cent net smelter; and (b) a 1.0-per-cent net smelter royalty. Riverboat also holds options to earn a 100-per-cent interest in an exclusive mineral exploration licence on Crown lands located near Gypsumville, Man., and a 70-per-cent interest in 13 mineral claims, totalling approximately 30,265 hectares, situated in the Athabasca basin, Saskatchewan, subject to an underlying 2.0-per-cent net smelter royalty. If, following the completion of the proposed transaction, the resulting issuer decides to maintain the option to earn an interest in either or both of the optioned properties or to ultimately exercise either or both of such options, additional funds will need to be raised. There is no assurance that additional funds can be raised on terms acceptable to the company or at all.

We seek Safe Harbor.