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RZOLV Technologies Engages San Diego Torrey Hills Capital for Investor Relations

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RZOLV Technologies (OTCQB: RZOLF) engaged San Diego Torrey Hills Capital under a one-year investor relations agreement effective February 24, 2026. The firm will receive a monthly cash fee of US$4,000 and 100,000 incentive stock options exercisable at $0.50 for three years, subject to TSXV approval.

The engagement supports RZOLV's expanding U.S. capital markets presence after its OTCQB listing and includes non-deal roadshows, institutional outreach, and enhanced North American communications. RZOLV will present at the OTC Markets Virtual Investor Conference on March 5, 2026.

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Positive

  • OTCQB listing broadens U.S. investor access
  • Engagement with experienced U.S. IR firm with operations since 1998
  • Structured option grant: 100,000 options at $0.50, 3-year term

Negative

  • Monthly IR cash cost of US$4,000 increases operating expenses
  • Issuance of 100,000 options creates potential shareholder dilution

News Market Reaction – RZOLF

-3.50%
-3.50% Session close to close

In the Feb 25 session, RZOLF declined 3.50%, reflecting a moderate negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

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Vancouver, British Columbia--(Newsfile Corp. - February 25, 2026) - RZOLV Technologies Inc. (TSXV: RZL) (FSE: S711) (OTCQB: RZOLF) ("RZOLV" or the "Company") is pleased to announce that it has entered into a one-year investor relations agreement, effective February 24, 2026, with San Diego Torrey Hills Capital ("SDTHC"), a U.S.-based investor relations and corporate communications firm.

Under the terms of the agreement, the Company will pay SDTHC a monthly cash fee of US$4,000 and grant 100,000 incentive stock options (the "Options") exercisable at $0.50 for a period of three years from the date of grant. The Options will vest as follows: (i) 25% on the three-month anniversary of the grant date; (ii) 25% on the six-month anniversary; (iii) 25% on the nine-month anniversary; and (iv) 25% on the twelve-month anniversary. The Options will be granted in accordance with the Company's equity incentive plan and are subject to the approval of the TSX Venture Exchange (the "TSXV").

The engagement of SDTHC is intended to support RZOLV's expanding U.S. capital markets presence following its recent OTCQB listing. SDTHC will assist the Company in strengthening investor awareness, coordinating non-deal roadshows, facilitating institutional outreach, and enhancing communications across North American markets. SDTHC is at arm's length to the Company and, to the Company's knowledge, does not hold any securities of RZOLV as of the date of this release.

San Diego Torrey Hills Capital was formed in 1998 and is headquartered in Rancho Santa Fe, California. The firm provides investor relations, corporate communications, market visibility strategies, and U.S. capital markets advisory services to emerging growth companies listed in Canada and the United States.

OTC Markets Virtual Conference

Also, as part of its recent listing on the OTCQB, RZOLV Technologies Inc. announces that it will participate in the OTC Markets Virtual Investor Conference Series on March 5, 2026, at 1:00 p.m. EST. For the webcast link: Click Here. The presentation will provide a corporate overview and will not include any material information not previously disclosed by the Company. Interested investors will be able to access the webcast and replay through OTC Markets' conference portal following the event, and management will also be available for scheduled one-on-one meetings. A copy of the Company's investor presentation will be made available on the Company's website and/or through OTC Markets in connection with the event.

CEO Commentary

Duane Nelson, President & Chief Executive Officer of RZOLV Technologies, commented: "As we continue to advance RZOLV™ through commercialization and broaden our capital markets footprint, expanding our U.S. investor engagement is a strategic priority. San Diego Torrey Hills Capital brings decades of experience supporting cross-border issuers and emerging growth companies in the U.S. markets.

"Our recent OTCQB listing positions RZOLV to access a significantly larger pool of institutional and retail investors, and this engagement is designed to ensure our story is communicated clearly, consistently, and professionally as we scale. We believe that enhanced visibility in the U.S. market will support liquidity, shareholder diversification, and long-term value creation as we progress our non-cyanide gold extraction platform toward broader industry adoption."

About San Diego Torrey Hills Capital

San Diego Torrey Hills Capital specializes in the development and marketing of emerging growth companies that trade in the United States (NYSE, NYSE American, and OTC Markets) and in Canada (TSX, TSXV, and CSE). The firm assists clients in articulating key investment attributes, strategic direction, and financial objectives in order to enhance market awareness and shareholder engagement.

RZOLV to Attend and Exhibit at PDAC 2026

RZOLV Technologies Inc. is pleased to announce that it will be exhibiting at the Prospectors & Developers Association of Canada (PDAC) 2026 Convention, held at the Metro Toronto Convention Centre in Toronto, Ontario, from March 1-4, 2026. Shareholders, mining professionals, and prospective partners are invited to visit Booth #2748 to meet with management and learn more about RZOLV's proprietary non-cyanide gold recovery platform (RZOLV™) and its potential to support lower-impact gold processing across cyanide-restricted or technically challenging applications.

Company representatives will be available throughout the conference to discuss recent corporate developments, technical progress, and partnership opportunities. Attendees interested in scheduling a meeting are encouraged to contact the Company in advance through its investor relations channels.

About RZOLV Technologies Inc.

RZOLV Technologies Inc. is a clean-technology company developing innovative, non-cyanide hydrometallurgical solutions designed to address structural inefficiencies, regulatory complexity, and permitting challenges in modern gold extraction and mine-site remediation.

The Company's flagship technology, RZOLV™, is a proprietary water-based reagent system intended to recover gold from ores, concentrates, tailings, and secondary materials in applications where conventional cyanide chemistry is technically ineffective, increasingly restricted, or subject to heightened permitting complexity.

While cyanide has been the dominant gold lixiviant for more than a century and remains widely used across the industry, evolving regulatory frameworks, extended permitting timelines, stricter environmental standards, and growing ESG scrutiny have created operational and approval challenges in certain jurisdictions and deposit types. In some regions, cyanide use faces partial or full prohibitions, while in others it requires enhanced containment, detoxification, transport, and monitoring protocols that can materially impact project economics and development schedules.

RZOLV™ is designed as a lower-toxicity alternative with the potential to deliver comparable recovery performance and economic outcomes. The technology aims to expand the addressable gold market by enabling extraction in environments where cyanide use presents technical, environmental, or permitting constraints.

For more information, please visit www.rzolv.com.

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.

For Further Information

Duane Nelson
President & Chief Executive Officer
RZOLV Technologies Inc.
Email: duane@rzolv.com
Phone: (604) 512-8118

Cautionary Note Regarding Forward-Looking Statements

This news release contains forward-looking statements within the meaning of applicable Canadian securities laws. Forward-looking statements are statements that are not historical facts and are generally identified by words such as "expects," "plans," "anticipates," "believes," "intends," "estimates," "projects," "potential," or similar expressions, or statements that events or conditions "will," "may," "could," or "should" occur.

Forward-looking statements in this news release include, but are not limited to, statements regarding the anticipated benefits of the engagement of San Diego Torrey Hills Capital, expansion of the Company's investor base, improved liquidity, enhanced market visibility, and advancement of the Company's technology and commercialization strategy.

These statements are subject to known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or developments to differ materially from those expressed or implied. Such risks include, among others, general market conditions, regulatory matters, operational execution risks, capital markets conditions, and the Company's ability to advance its technology and business objectives as anticipated.

Readers are cautioned not to place undue reliance on forward-looking statements. The forward-looking information contained herein is provided as of the date of this news release, and the Company undertakes no obligation to update or revise such information except as required by applicable securities laws.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/285161

FAQ

What are the terms of RZOLV (RZOLF) investor relations agreement with San Diego Torrey Hills Capital?

The agreement is one year with a US$4,000 monthly fee and 100,000 options exercisable at $0.50 for three years. According to the company, options vest quarterly over 12 months and are subject to TSXV approval.

When will RZOLV (RZOLF) present at the OTC Markets Virtual Investor Conference in 2026?

RZOLV will present on March 5, 2026 at 1:00 p.m. EST. According to the company, the presentation provides a corporate overview and will not disclose new material information.

How might the IR engagement affect RZOLV (RZOLF) U.S. market visibility and liquidity?

The engagement is intended to strengthen U.S. investor awareness and outreach, potentially supporting liquidity. According to the company, SDTHC will run roadshows, institutional outreach, and communications across North America.

What are the vesting and exercise details for the 100,000 options granted to SDTHC by RZOLV (RZOLF)?

The options vest 25% at 3, 6, 9 and 12 months and are exercisable at $0.50 for three years. According to the company, grants follow its equity incentive plan and require TSXV approval.

Does San Diego Torrey Hills Capital currently hold RZOLV (RZOLF) securities?

No, SDTHC is reported to be at arm's length and, to the company's knowledge, does not hold any RZOLV securities as of the announcement date. According to the company, no holdings were known at signing.