Star Metro - Searchlight Innovations Enters into Amalgamation Agreement with Trimin Ventures

VANCOUVER, BC / ACCESS Newswire / October 1, 2026 / Searchlight Innovations Inc. (TSXV:SLX.P) ("Searchlight" or the "Company") 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 binding amalgamation agreement with 1506404 B.C. Ltd. ("Subco"), a wholly-owned subsidiary of Searchlight, dated September 29, 2026 (the "Amalgamation Agreement") pursuant to which Searchlight proposes to acquire all of the issued and outstanding securities of Trimin by way of a three-cornered amalgamation (the "Transaction"). The Transaction was originally announced in the joint news release of Searchlight and Trimin dated July 6, 2026. Searchlight and Trimin are arm's length parties.

Under the terms of the Amalgamation Agreement, Trimin will amalgamate with Subco, and the Company will acquire all of the outstanding post-Consolidation (as defined below) common shares of Trimin in exchange for common shares of the Company (the "Resulting Issuer Shares") on the basis of one Resulting Issuer Share for every common share of Trimin.

It is anticipated that the Company will change its name to "Trimin Ventures Ltd." (the "Name Change") upon the completion of the Transaction (the "Resulting Issuer").

The name of the amalgamated entity will be "Trimin Ventures Holding Ltd.", and it will continue to subsist under the Business Corporations Act (British Columbia).

Trimin currently has 72,280,698 common shares ("Trimin Shares") issued and outstanding and has no options, warrants or other classes of securities outstanding. Prior to the completion of the Transaction, 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.

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 of not less than $0.15 per Subscription Receipt (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 TSX Venture Exchange (the "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 (as defined below), 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.

The completion of the Transaction is subject to certain conditions precedent, including, but not limited to, the following:

• dissenting shareholders of Trimin shall not have validly exercised dissent rights in respect of more than 5% of the outstanding common shares of Trimin.

The Company 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 TSXV. In connection with the Company's previous announcement of entry into a letter of intent in connection with the Transaction, trading in the common shares of Searchlight was halted pursuant to the policies of the TSXV. Trading will remain halted until, among other things, Searchlight completes certain regulatory filings in connection with the Qualifying Transaction with the TSXV and the TSXV has completed certain matters it considers necessary or advisable.

It is anticipated that the Resulting Issuer will qualify as a Tier 2 Mining Issuer pursuant to the requirements of the TSXV. In connection with the Transaction, the Company will be filing a filing statement on SEDAR+ along with a National Instrument 43-101 - Standards of Disclosure for Mineral Projects technical report on the Mangoma-Maka Exploration Project, Mangura, Mashonaland West, Zimbabwe, Southern Africa, published for Trimin and Searchlight dated effective September 7, 2026 by David Michael Begg, BSc (Hons) Geology, Pr.Sci.Nat., GSSA, SAIMM of dMb Management Services (Pty) Ltd.

Investors are encouraged to review the filing statement on SEDAR+, which will provide detailed information about the Transaction, the Resulting Issuer, the Company and Trimin, including the audited consolidated financial statements of Trimin for the years ended December 31, 2025, and 2024, and the unaudited interim financial statements of Trimin for the nine months ended September 30, 2026. No finder's fee or commission is payable in connection with the Transaction, other than finder's fees which may be payable in connection with the Concurrent Financing.

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, Brad Humphrey, and one additional nominee of Trimin. The officers of the Resulting Issuer shall include Andrew French, CEO and President, Stephen Brohman, CFO, and Christina Boddy, Corporate Secretary.

Andrew French - President, Chief Executive Officer, and Director

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.

Stephen Brohman - Chief Financial Officer

Stephen Brohman is a Chartered Professional Accountant (CPA, CA) currently providing CFO and Financial Reporting Consulting services to companies listed on Canadian and US stock exchanges within various industries. Mr. Brohman started his own advisory firm, Oakside Advisory Ltd., which merged and founded DBM CPA in 2018. Mr. Brohman had previously spent several years in assurance services for public companies at Davidson & Company LLP. He obtained his Bachelor of Business Administration (BBA) degree at Capilano University in 2008, and his CPA, CA designation in 2010.

Bo Simango - Director

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 - Director

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.

Brad Humphrey - Director

Brad Humphrey has over 25 years of international mining experience, and is the current CEO and a director of NiCAN Limited, a mining company listed on the TSXV. Mr. Humphrey previously worked for Morgan Stanley as an Executive Director and North American Precious Metals Analyst, where he was responsible for growing Morgan Stanley's North American Gold research coverage. Mr. Humphrey was also a Managing Director and Head of Mining Research at Raymond James and covered precious metal equities at CIBC World Markets and Merrill Lynch. Mr. Humphrey has held a variety of mining industry roles from contract underground miner to CEO.

Christina Boddy - Corporate Secretary

Christina Boddy is an experienced Corporate Secretary and governance professional with over 17 years of experience. Ms. Boddy serves as a consultant to public and private companies through Rhodanthe Corporate Services, a private company based in British Columbia. Her expertise lies in public governance and compliance where she consistently ensures adherence to regulatory frameworks and implements best practices. Ms. Boddy obtained a Bachelor of Science degree in Biology from the University of Northern British Columbia.

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 a summary of Trimin's financial information.

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.

All information contained in this news release with respect to Trimin and its Mangoma Gold 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 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 includes certain statements and information that constitute forward-looking information within the meaning of applicable Canadian securities laws. All statements in this news release, other than statements of historical facts are forward-looking statements. Such forward-looking statements and forward-looking information specifically include, but are not limited to, statements that relate to the completion of the Transaction and the timing in respect thereof, and timely receipt of all necessary approvals, including any requisite approval of the TSXV. Statements contained in this release that are not historical facts are forward-looking statements that involve various risks and uncertainty affecting the business of the Company or of the Resulting Issuer. Such statements can generally, but not always, be identified by words such as "expects", "plans", "anticipates", "intends", "estimates", "forecasts", "schedules", "prepares", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. All statements that describe the Company or the Resulting Issuer's plans relating to operations and potential strategic opportunities are forward-looking statements under applicable securities laws. These statements address future events and conditions and are reliant on assumptions made by the Company's management, and so involve inherent risks and uncertainties, as disclosed in the Company's filing statement, or the Company's periodic filings with Canadian securities regulators.

As a result of these risks and uncertainties, and the assumptions underlying the forward-looking information, actual results could materially differ from those currently projected, and there is no representation by the Company that the actual results realized in the future will be the same in whole or in part as those presented herein. The Company disclaims any intent or obligation to update forward-looking statements or information except as required by law. Readers are referred to the additional information regarding the Company's business contained in the Company's filing statement, or the Company's reports filed with the securities regulatory authorities in Canada. Although the Company has attempted to identify important factors that could cause actual actions, events, or results to differ materially from those described in forward-looking statements, there may be other factors that could cause actions, events or results not to be as anticipated, estimated or intended.

For more information on the Company and the risks and challenges of its business, investors should review the Company's filings that are available at www.sedarplus.ca. The Company provides no assurance that forward-looking statements and information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements or information. Accordingly, readers should not place undue reliance on forward-looking statements or information. The Company does not undertake to update any for-ward looking statements, other than as required by law.

SOURCE: Trimin Ventures Ltd.

View the original press release on ACCESS Newswire

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