RZOLV Technologies closes over-subscribed $1.9 million private placement

Vancouver, British Columbia--(Newsfile Corp. - July 9, 2026) - RZOLV Technologies Inc. (TSXV: RZL) (OTCQB: RZOLF) (FSE: S711) (" RZOLV " or the " Company ") announces that, further to its news release dated June 17, 2026, it closed its over-subscribed non-brokered private placement financing of 5,428,213 units of the Company (" Units ") at a price of $0.35 per Unit for gross proceeds of $1,899,875 (the " Financing ") on July 8, 2026. Each Unit consists of one common share in the capital of the Company and one-half of one non-transferable common share purchase warrant. Each whole warrant entitles the holder to acquire one additional common share of the Company at a price of $0.55 per share until July 8, 2028.

No fractional warrants will be issued. In connection with the Financing, the Company incurred finder's fees of $73,663 and issued 210,464 non-transferable finder's warrants (" Finder's Warrants "). Each Finder's Warrant is exercisable to acquire one common share of the Company at a price of $0.35 per share until July 8, 2028.

All securities issued pursuant to the Financing are subject to a statutory hold period of four months plus one day from the date of issuance in accordance with applicable Canadian securities laws, in addition to such other restrictions as may apply under applicable securities laws. The Financing remains subject to final acceptance of the TSX Venture Exchange (the " TSXV "). Certain officers and directors of the Company acquired an aggregate of 114,286 Units for gross proceeds of $40,000.

Accordingly, the Financing is considered a related party transaction within the meaning of Policy 5.9 of the TSXV and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (" MI 61-101 "). Neither the Company, nor to the knowledge of the Company after reasonable inquiry, a related party, has knowledge of any material information concerning the Company or its securities that has not been generally disclosed. The Company has relied on the exemptions from the formal valuation and minority approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a), respectively, in respect of such insider participation, as the fair market value of the participation in the Financing by insiders does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101.

The Company did not file a material change report more than 21 days before closing of the Financing because the details of the participation by related parties were not settled until shortly prior to closing, and the Company wished to close the Financing on an expedited basis for sound business reasons. 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.