Vancouver, British Columbia--(Newsfile Corp. - June 17, 2026) - RZOLV Technologies Inc. (TSXV: RZL) (OTCQB: RZOLF) (FSE: S711) ("RZOLV" or the "Company") announces that it intends to complete a non-brokered private placement financing for aggregate gross proceeds of up to approximately $1.5 million (the "Financing").

The Financing will consist of up to 4,285,715 units of the Company (the "Units") at a price of $0.35 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 $0.55 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 finder's 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.

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.

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% of the Company's market capitalization. The Company will confirm any insider participation upon closing of the Financing.

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:

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 size, terms, timing, completion, and use of proceeds of the Financing; the issuance of Units, common shares, and warrants; the potential payment of finder's fees or commissions; receipt of TSX Venture Exchange acceptance and other regulatory approvals; potential insider participation in the Financing; 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 the Company's ability to complete the Financing on the terms announced or at all; receipt of regulatory approvals; 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.

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 TSX Venture Exchange nor its Regulation Services Provider, as that term is defined in the policies of the TSX Venture Exchange, 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/301817