Star Metro - Searchlight Innovations and Trimin Ventures Announce Qualifying Transaction

VANCOUVER, BC / ACCESS Newswire / July 6, 2026 / Searchlight Innovations Inc. (TSXV:SLX.P) ("Searchlight") and Trimin Ventures Ltd. ("Trimin"), a corporation incorporated under the laws of the Province of British Columbia, are pleased to announce that they have entered into a non-binding letter of intent dated July 3, 2026 (the "LOI"), whereby Searchlight has agreed to acquire the outstanding securities of Trimin. Trimin is a private mineral exploration company that holds certain mineral interests located in Zimbabwe through its wholly-owned Zimbabwean subsidiary, TriMinZim (Private) Ltd. The LOI outlines the principal terms and conditions of a transaction which will result in a reverse takeover of Searchlight by Trimin (the "Transaction").

Searchlight is a Capital Pool Company and intends for the Transaction to constitute its Qualifying Transaction, as such terms are defined in the policies of the TSX Venture Exchange (the "TSXV"). In connection with the announcement of the LOI, the trading in the common shares of Searchlight ("Searchlight Shares") will be halted pursuant to the policies of the TSXV. It is anticipated that the trading of Searchlight Shares will remain halted until the completion of the Transaction.

About Trimin

Trimin was incorporated pursuant to the Business Corporations Act (British Columbia) on October 14, 2016. Trimin currently has 63,871,167 common shares (the "Trimin Shares") outstanding and has no options, warrants or other classes of securities outstanding. Management of Trimin currently owns approximately 20.07%. This is based on 12,816,667 of the Trimin Shares in aggregate owned by Andrew French, Bo Simango, and Keith Smart and their associates and affiliates.

Mineral Exploration Projects

Trimin has secured through claim staking (physical pegging) total mining claims over 5,000 hectares, separated into four project areas, (Fig.1) namely Mangoma, Maka, Endevour North, and Gota, located in the Chinhoyi to Guruve greenstone belt ("CGGB") in north central Zimbabwe, Southern Africa.

The Trimin mining claims are located both within and external to three reconnaissance exploration areas known as Exclusive Prospecting Orders ("EPOs"), for which Trimin is currently awaiting renewal by the Minister of Mines and Mining Development. The total exploration area pending renewal is approximately 83,000 hectares. The renewal process of the EPOs does not impact Trimin's mining claim exploration and development activity.

Trimin's flagship Mangoma Gold Project ("Mangoma" or the "Project") is located within the central area of the CGGB approximately a four hour drive northwest of the capital city of Harare, through regional centre Chinhoyi, Lion's Den and the historic copper mining town of Mangura.

Fig.1 Trimin Ventures Ltd. Project Area Locations

Minimal exploration and investment activity in Zimbabwe during the last 25 years presents a significant opportunity for growth and consolidation in the region. There are a number of geologically distinct Archean greenstone belts in Zimbabwe covering 35,000 km² with an excess of 6,000 gold deposits and occurrences documented, but little methodical exploration has been undertaken since the mid-1990's. Zimbabwe has seen a large influx of foreign gold and lithium mining and exploration interest over the last five years, complementing the pre-existing well-known platinum mining and coal extractive industries.

Mangoma Gold Project

The flagship Mangoma Gold Project includes 3.5 km of a 6 km long trend confirmed by geological mapping, rock grab sampling, extensive soil surveys, geophysics and trenching. To support early field reconnaissance and exploration activities at the Project, Trimin reviewed the Zimbabwe Geological Survey Department's extensive hard-copy geological library, including retrieving historical exploration reports. Trimin also acquired, merged, processed and filtered regional airborne magnetic surveys for interpretation and targeting, purchased satellite imagery, and digitised historical hard copy geochemical data relating to the Project area in order to delineate the gold trend. There is no record of any drilling on Trimin's Project area. Mangoma is comprised of 100% owned mining claims with a total area of 545 hectares with pending registration of a further 50 hectares. Mining claims are subject to payment of annual renewal fees of USD$15-30 per hectare.

From 2022 to 2025, exploration on Mangoma included:

• 2,413 soil samples; subject to multi-element ICP analysis;

• 4.9 km² of ground magnetics;

• a 13.2 line km of pole-dipole orientation induced polarization ("IP") survey;

• Phase 1 trenching (9 trenches) totalling ~2,000 m in 2023;

• Phase 2 trenching (11 trenches) totaling ~2,000 m in 2024;

• All trench samples subject to gold assay;

• Drone orthophoto mapping; and

• Claim Survey and Beacon construction.

Phase 1 and Phase 2 trenching programs followed up a detailed soil survey (Image 1.) which outlined 3.5 km strike of anomalous gold, tellurium, bismuth, copper and antimony, characteristic of an orogenic gold system.

Fig.2 below illustrates a gradient plot of the Mangoma soil sample data with the trench locations bounded by the 40ppb gold contour. Geology is dominated by folded, steeply dipping, weathered, and altered schists with local felsic and mafic dykes.

Trench results confirm on average a 100 metre wide shear zone with variably anomalous gold throughout and up to four zones with locally higher-grade gold bearing structures.

Trench results show identifiable 1-3 metres wide true width, North - South oriented structures with gold grades ranging from 0.75 g/t to 33 g/t gold, and broader zones in the range of 8-43 metres width (where true width is 85% of measured width) with variable grades between 0.40 g/t to 0.75 g/t gold.

Fig.2 Gradient Plot of Mangoma Soil Sample data, with trench locations.

Maka

The Maka project area totals approximately 1,920 hectares of mining tenure including gold blocks and base metal blocks, with a further 180 hectares pending registration for a total exploration area of 2,100 hectares. Maka includes both the King Alfred and the McHerengi gold claim blocks which have seen both recent and historical small scale mining activity. Gold is hosted in East - West and North - South oriented structures within weathered and altered schists. There has been extensive small-scale mining at the King Alfred Mine where literature notes a historical average mine grade of 2.9 g/t gold in past production.

Endevour North

The Endevour North target area includes over 1,783 hectares of mining tenure including mining claims and base metal blocks. The title is pegged for both tungsten and gold mineralization, with mineralization hosted within felsic intrusive rocks and meta volcano-sedimentary lithologies. Copper oxide mineralization is also noted. Copper can be added to mining title through application to the Ministry of Mines and Mining Development.

Gota

The Gota mining claims total over 1,000 hectares. Gold in this target zone is associated with banded quartz veins in East - West trending amphibolite to gneissic metamorphic rocks. Abundant small scale and artisanal workings are present both within and proximal to the Trimin gold claims. Exploration is at an early stage with work comprising rock grab sampling, local soil grids and drone orthophoto surveys.

Capital Structure of Trimin

Trimin currently has 63,871,167 Trimin Shares outstanding and has no options, warrants or other classes of securities outstanding. It is expected that immediately prior to closing of the Transaction, there will be approximately 48,847,444 Trimin Shares issued and outstanding, on a post-Consolidation (as defined below) basis.

Summary of the Transaction

It is currently anticipated that Searchlight will acquire Trimin by way of a three-cornered amalgamation or other similar form of transaction as agreed by the parties to ultimately form the resulting issuer (the "Resulting Issuer"). The final structure of the Transaction is subject to the receipt of tax, corporate and securities law advice for both Searchlight and Trimin. Upon completion of the Transaction, the Resulting Issuer will carry on the business of Trimin.

Prior to the completion of the Transaction, Trimin shall complete an interim equity financing (the "Interim Financing") to raise gross proceeds of approximately $470,000 through the issuance of approximately 9,400,000 pre-Consolidation Trimin Shares at a price of $0.05 per share.

Prior to the completion of the Transaction (but following the completion of the Interim Financing), Trimin will complete a share consolidation (the "Consolidation") on the basis of one (1) post-Consolidation Trimin Share for every one and one-half (1.5) pre-Consolidation Trimin Shares. The amount of the Interim Financing may be adjusted by Trimin based on Trimin's anticipated working capital needs and the anticipated transaction costs of the Transaction.

Pursuant to the Transaction, holders of issued and outstanding Trimin Shares will receive one Searchlight Share for each post-Consolidation Trimin Share (the "Exchange Ratio") held by them. It is anticipated that upon completion of the Transaction, approximately 63,947,444 Searchlight Shares will be issued and outstanding and will represent all of the issued and outstanding common shares (the "Resulting Issuer Shares") of the Resulting Issuer inclusive of Resulting Issuer Shares issued in the Concurrent Financing (as defined below).

It is expected that the Resulting Issuer will change its name to "Trimin Ventures Ltd." or such other name as is agreed between the parties (the "Name Change") upon the completion of the Transaction.

Upon completion of the Transaction, it is expected that the former shareholders of Trimin will hold approximately 76.39% of the Resulting Issuer Shares, the placees of the Concurrent Financing (as defined below) will own approximately 15.64% of the Resulting Issuer Shares and that the former shareholders of Searchlight will hold approximately 7.98% of the Resulting Issuer Shares, all on an undiluted basis. The foregoing percentage interests in the outstanding Resulting Issuer Shares are an estimate only, based on management's current expectations, and are contingent on a number of factors, including the final pricing and size of the Concurrent Financing.

Closing of the Transaction will be subject to a number of conditions precedent, including, without limitation:

It is anticipated that the Resulting Issuer will qualify as a Tier 2 Mining Issuer pursuant to the requirements of the TSXV.

The Transaction is not a Non-Arm's Length Qualifying Transaction (as such term is defined in the policies of the TSXV) and consequently the Transaction will not be subject to approval by Searchlight's shareholders. No Non-Arm's Length Party (as defined in the policies of the TSXV) of Searchlight has any direct or indirect beneficial interests in Trimin or its assets.

However, Searchlight does plan to hold a special meeting of shareholders whereat, among other things, the shareholders of Searchlight will be asked to approve certain matters including but not limited to (i) the appointment of a new slate of directors, and (ii) certain equity compensation arrangements for the Resulting Issuer that will be effective upon the closing of the Transaction.

Searchlight was required to hold its annual general meeting ("AGM") by August 22, 2026. To comply with this requirement while ensuring sufficient time for planning, Searchlight submitted a formal request to the British Columbia corporate registry ("Regco") to extend the deadline. Regco reviewed and approved this request, granting an extension to February 22, 2027.

This extension allows Searchlight to complete the necessary corporate, regulatory, and administrative preparations required to convene the AGM in compliance with applicable legislation and TSXV policies. As part of this process, Searchlight will establish and announce a formal record date, which defines the list of shareholders entitled to vote at the meeting. Searchlight will also prepare and distribute the official notice of meeting in accordance with statutory timelines and disclosure requirements.

No finder's fee or commission is payable in connection with the Transaction, other than finder's fees to arm's length finders which may be payable in connection with the Concurrent Financing.

In connection with the Transaction, Trimin has agreed to loan funds to Searchlight from time-to-time to cover costs related to the Transaction (inclusive of certain legal, accounting, and TSXV fees) up to a maximum aggregate amount of $75,000 (the "Loan"). If the Transaction is not completed for any reason, Searchlight shall refund the full amount of all such payments to Trimin within twenty business days following the termination of the Transaction. The Loan is subject to the approval of the TSXV.

Concurrent Financing

It is anticipated that prior to or concurrently with the closing of the Transaction, Trimin will complete an equity offering of subscription receipts (the "Subscription Receipts") at a price to be determined in the context of prevailing market conditions (the "Issue Price"), to raise aggregate gross proceeds of not less than $1,500,000 or such greater amount as is required to provide sufficient evidence of value for the purposes of TSXV Policy 5.4 - Escrow, Vendor Consideration and Resale Restrictions (the "Concurrent Financing"). Trimin shall reserve the right to increase the size of the Concurrent Financing based on market conditions.

Each Subscription Receipt issued in connection with the Concurrent Financing shall be deemed to be exercised, without payment of any additional consideration and without further action on the part of the holder thereof, for one unit of Trimin (each, a "Unit") upon satisfaction or waiver of the Escrow Release Conditions (as defined below). Each Unit shall be comprised of one post-Consolidation Trimin Share (an "Underlying Share") and one-half of one common share purchase warrant of Trimin (each whole warrant, an "Underlying Warrant"). Each Underlying Warrant shall be exercisable to acquire one additional post-Consolidation Trimin Share on terms to be determined in the context of prevailing market conditions.

On completion of the Transaction, the Underlying Shares and Underlying Warrants will be exchanged on a one-for-one basis for Resulting Issuer Shares and common share purchase warrants of the Resulting Issuer (the "Resulting Issuer Warrants"), respectively. Each Resulting Issuer Warrant shall be exercisable to acquire one additional common share in the capital of the Resulting Issuer on the same terms as the Underlying Warrants.

Upon satisfaction or waiver of the Escrow Release Conditions, the Canadian trust company or other entity (the "Subscription Receipt Agent") appointed to administer the funds deposited into escrow (the "Escrowed Funds") will release the Escrowed Funds to Trimin or as otherwise directed by Trimin. Pursuant to the terms of the subscription receipt agreement to be entered into between Trimin and the Subscription Receipt Agent, the Subscription Receipts shall automatically convert into Units upon the delivery by Trimin to the Subscription Receipt Agent of a release notice (the "Release Notice") confirming that all conditions to the completion of the Transaction, other than the release of the Escrowed Funds and any conditions which will be satisfied concurrently with the closing of the Transaction, have been satisfied or waived (the "Escrow Release Conditions").

If the Escrow Release Conditions are not met, and the Transaction is terminated, the Subscription Receipts will automatically be cancelled and each holder of the Subscription Receipts shall be entitled to receive an amount equal to the sum of: (i) the Issue Price in respect of such holder's Subscription Receipts; and (ii) such holder's pro rata share of the interest earned thereon, if any, up to the date of the termination. The amount paid to each Subscription Receipt holder shall first be satisfied by the Escrowed Funds, and to the extent that the Escrowed Funds are insufficient to refund each Subscription Receipt holder, Trimin shall be responsible and liable to the Subscription Receipt holders for any shortfall and shall contribute such amounts necessary to satisfy any shortfall.

Board of Directors and Management of the Resulting Issuer

On the closing of the Transaction, it is anticipated that the board of directors of Resulting Issuer shall consist of five directors, being Andrew French, Bo Simango, Keith Smart, and one additional nominee of each of Trimin and Searchlight. The officers of the Resulting Issuer shall include Andrew French, CEO and President, and such other officer positions as are determined by the board of directors of the Resulting Issuer.

Andrew French

Andrew French is a geologist and mining executive with over 30 years of international mining resource fund investment experience. Prior to joining the investment community in 1994, Mr. French worked for 10 years as an exploration geologist for several mining companies searching for precious and base metals, diamonds and industrial minerals. Mr. French was awarded a master's degree in mineral exploration by the Royal School of Mines, London in 1989 and has been a registered Professional Geoscientist in British Columbia since 1992.

Bo Simango

Bo Simango is a mechanical engineering graduate with a master's degree in analytics, from Memorial University, Newfoundland. Following project management work with Fluor in Alberta, his career over the last seven years spans business startups, government and private enterprise, with expertise in management consulting, technology commercialization, and stakeholder engagement.

Keith Smart

Keith Smart is a mining and capital markets executive having worked in Canada and Australia. With over twenty years of experience including seven years of investment banking and institutional sales with Haywood Securities and recent financing advisory and administration work for ASX listed companies operating in Zimbabwe and Namibia.

Filing Statement

In connection with the Transaction and pursuant to the requirements of the TSXV, Searchlight will file on SEDAR+ (www.sedarplus.ca) a filing statement (or an information circular in the event that the Transaction requires approval by the shareholders of Searchlight) which will contain details regarding the Transaction, Searchlight, Trimin and the Resulting Issuer. Searchlight will also be filing a National Instrument 43-101 - Standards of Disclosure for Mineral Projects technical report on the Project on SEDAR+.

Further information

Searchlight intends to issue a subsequent press release in accordance with the policies of the TSXV providing further details in respect of the Transaction, including additional information relating to the transaction structure and descriptions of the proposed directors and Insiders (as such term is defined in the policies of the TSXV) of the Resulting Issuer, as well as further details regarding the Concurrent Financing. In addition, a summary of Trimin's financial information will be included in a subsequent news release.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV Requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a Capital Pool Company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.

Qualified Person : The scientific and technical information in this news release has been reviewed, verified and approved by Andrew French, MSc. P.Geo, CEO and President of Trimin Ventures Ltd. who is a qualified person (QP), as defined in NI 43-101, and no limitations were imposed on the verification process.

Sampling and Assay Methodology: Samples for the Rock, Soil and Trenching surveys described in this news release followed a chain of custody between collection and delivery to internationally accredited Intertek - Genalysis Labs in Johannesburg, South Africa and corresponding Lab in Perth, Australia. Samples analysed by Intertek multi element package (33), with gold Fire Assay FA50/MS finish for all samples returning above 1ppm gold.

Quality Assurance and Quality Control ("QAQC"): Trimin inserts QAQC material into batches of geochemical samples to ensure a high level of confidence in the analytical results, including Field Duplicates, Controlled Reference Materials ("CRMs"), and Blanks. Trimin routinely analyses the results from their inserted QAQC samples to check the reporting quality from the lab and to flag any potential calibration errors or cases of contamination.

Field duplicates inserted by Trimin indicate an acceptable reproducibility of results for all samples. Field duplicates were inserted into the Mangoma 2022 soil sampling campaign at a rate of 1.3%, while the trench sampling contained between 2.4 - 2.7% field duplicates.

Blank material was inserted into the 2023 and 2024 trench sampling batches at a rate of approximately 1 per 40 samples (2.3 - 2.5%), but no blank material was used in the soil sampling campaign. The blank material inserted was a mixture of blank silica chips as well as certified silica chips coded AMIS0793, AMIS0991, and AMIS0908.

The 2023 and 2024 Mangoma trench sampling campaign contained CRMs inserted at a rate of 2% and 2.7% respectively, and the 2022 Mangoma soil sampling campaign contained 4.2% CRMs. The author has reviewed the QAQC data from the Mangoma 2022 soil sampling campaign, as well as the 2023 and 2024 trench sampling and has concluded that the final data is of good quality and acceptable for the purposes of this news release.

Historical Data: This news release includes historical information that has been reviewed by Trimin's qualified person (QP). Trimin's review of the historical records and information reasonably substantiate the validity of the information presented in this news release; however, Trimin cannot directly verify the accuracy of the historical data, including (but not limited to) the procedures used for sample collection and analysis. Accordingly, the accuracy and completeness of such data is not guaranteed.

All information contained in this news release with respect to Trimin and the Project was supplied by Trimin, and Searchlight and its directors and officers have relied on Trimin for such information.

Searchlight Innovations Inc.

Searchlight was incorporated under the Business Corporations Act (British Columbia) on October 8, 2021, and is a Capital Pool Company (as such term is defined in TSXV Policy 2.4) listed on the TSXV. Searchlight has no commercial operations and no assets other than cash.

Trimin Ventures Ltd.

Trimin is a mineral exploration company focused on the acquisition and exploration of its wholly-owned Mangoma Gold project located within the Chinhoyi to Guruve greenstone belt in north central Zimbabwe.

Further Information

For further information, please contact:

Searchlight Innovations Inc.
Suite 2600, 1066 West Hastings Street
Vancouver, British Columbia V6E 3X1
Canada

Contact: Fayyaz Alimohamed
Telephone: 604-999-4456

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 RELEASE.

This press release does not constitute an offer of securities for sale in the United States. The securities of the Company have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.

Cautionary Statement Regarding Forward-Looking Information

This news release contains certain forward-looking statements, including statements relating to the Transaction and certain terms and conditions thereof, the ability of the parties to complete the Transaction, the Consolidation, the Exchange Ratio, the Name Change, the Resulting Issuer's ability to qualify as a Tier 2 Mining issuer, shareholder, director and regulatory approvals, completion of the Interim Financing and Concurrent Financing, future press releases and disclosure, and other statements that are not historical facts. Wherever possible, words such as "may", "will", "should", "could", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict" or "potential" or the negative or other variations of these words, or similar words or phrases, have been used to identify these forward-looking statements. These statements reflect management's current beliefs and are based on information currently available to management as at the date hereof.

Forward-looking statements involve significant risk, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These risks and uncertainties include, but are not limited to geological risks, the financial markets generally, the results of the due diligence investigations to be conducted in connection with the Transaction, the ability of the parties to complete the Transaction or obtain requisite TSXV acceptance and, if applicable, shareholder approvals. As a result, the parties cannot guarantee that the Transaction will be completed on the terms described herein or at all. These factors should be considered carefully and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this press release are based upon what management believes to be reasonable assumptions, Searchlight cannot assure readers that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this press release, and Searchlight assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.

SOURCE: Trimin Ventures Ltd.

View the original press release on ACCESS Newswire

L.Pelletier--SMC