Searchlight Innovations Announces Amendment of Merger Agreement with Riverboat Energy

Vancouver, British Columbia--(Newsfile Corp. - January 6, 2025) - Searchlight Innovations Inc. (TSXV: SLX) ("Searchlight" or the "Company") announces that it has entered an amending agreement (the "Amending Agreement") to the merger agreement dated effective October 11, 2024 (the "Merger Agreement"), between Searchlight, Riverboat Energy Corp. ("Riverboat") and 1506404 B.C. Ltd., a wholly-owned subsidiary of Searchlight (together, the "Parties"), as previously disclosed in the Company's press releases dated August 7, 2024 and October 16, 2024. The transactions contemplated under the Merger Agreement, as amended, will constitute the "qualifying transaction" (as such term is defined in Policy 2.4 - Capital Pool Companies ("Policy 2.4") of the Corporate Finance Manual of the TSX Venture Exchange (the "Exchange")) of the Company (the "Proposed Transaction").

The Amending Agreement (a) provides for an extension of the outside date to close the Proposed Transaction from December 31, 2024, to March 31, 2025; (b) revises the terms of the proposed concurrent financing to be conducted in connection with the Proposed Transaction (the "Concurrent Financing"); and (c) updates certain representations and warranties of Riverboat.

Pursuant to the Amending Agreement, the proposed concurrent financings previously announced on October 16, 2024, and August 7, 2024 (the "Concurrent Financings"), are now expected to be comprised of three private placements as follows:

• a private placement of subscription receipts of Riverboat (the "NFT Subscription Receipts") at a price per NFT Subscription Receipt of $0.15, with each NFT Subscription Receipt to automatically convert, without payment of any additional consideration and without further action on the part of the holder thereof, into one common share in the capital of Riverboat (an "NFT SR Share") immediately before the effective time of the Proposed Transaction, upon satisfaction of certain escrow release conditions (the "NFT SR Financing");

• a private placement of subscription receipts of Riverboat (the "FT Subscription Receipts") at a price per FT Subscription Receipt of $0.175, with each FT Subscription Receipt to automatically convert, without payment of any additional consideration and without further action on the part of the holder thereof, into one common share in the capital of Riverboat that qualifies as a Flow Through Share (an "FT SR Share") immediately before the effective time of the Proposed Transaction, upon satisfaction of certain escrow release conditions (the "FT SR Financing"); and

• a private placement of common shares in the capital of Riverboat ("Riverboat Shares") that qualify as Flow Through Shares ("FT Financing Shares") at a price per FT Financing Share of $0.175 (the "FT Share Financing"),

with the total aggregate proceeds of the Concurrent Financings being a minimum of $3,000,000 (or such other amount as the Exchange may allow or require) and a maximum of $5,000,000 (corresponding to a maximum of 33,333,333 Riverboat Shares), in an any combination of proceeds among the NFT SR Financing, FT SR Financing, and FT Share Financing, provided, however, that Riverboat may increase the size of the Concurrent Financings, in its discretion. It is anticipated that finder's fees of up to 7.0% will be paid in connection with the Concurrent Financings, consisting of a cash fee of up to 7.0% of the gross proceeds and finder's Riverboat Share purchase warrants ("Finder's Warrants") equal to up to 7.0% of the aggregate number of securities issued in the Concurrent Financings. Each such Finder's Warrant will be exercisable for one Riverboat Share for a period of 24 months from the date of issuance of the warrant at a price of $0.15 per share. The Finder Warrants will be exchanged for warrants to purchase common shares in the capital of the the issuer resulting from the Proposed Transaction (the "Resulting Issuer") with equivalent terms at the effective time of the Proposed Transaction.

In addition to the Riverboat Shares to be issued pursuant to the Concurrent Financings, Riverboat currently has 35,425,334 Riverboat Shares issued and outstanding, as well as 4,400,000 options to purchase Riverboat Shares at a price of $0.05 per share until November 4, 2034 (the "Current Riverboat Capitalization").

The Amending Agreement also contemplates the payment of a success fee to Fiore Management and Advisory Corp. ("Fiore"), payable by the issuance to Fiore of up to 150,000 common shares (the "Fiore Shares") in the capital of the Resulting Issuer at a deemed price of $0.15 per share upon completion of the Proposed Transaction, as contemplated in a corporate administration and financial advisory services agreement between Riverboat and Fiore dated June 24, 2024 (the "Fiore Agreement").

As an update to the press release of the Company dated October 16, 2024, Kia Russell is now anticipated to act as the Chief Financial Officer and Corporate Secretary of the Resulting Issuer. Ms. Russell, an employee of Fiore, was referred by Fiore to provide her services as an officer of the Resulting Issuer pursuant to the Fiore Agreement. Ms. Russell has a background in corporate finance spanning over 12 years and has served as an officer and a director of multiple TSX Venture Exchange companies in the resource sector. She has experience in corporate governance, regulatory compliance, and administration of junior resource companies and has also been responsible for coordinating private placements and reverse take over transactions. She has 4 years experience at Fiore as an associate and VP Corporate Finance. Ms. Russell holds a Bachelor of Commerce from the University of Otago.

As a further update to the press release of the Company dated October 16, 2024, Frederic Leigh, a director of Searchlight, acquired an additional 250,000 Riverboat Shares on November 15, 2024. Mr. Leigh now holds an aggregate of 2,250,000 Riverboat shares, representing 5.65% of the Current Riverboat Capitalization on a fully diluted basis, or 3.08% of the fully diluted Riverboat Shares issued and outstanding assuming issuance of the maximum number of Riverboat Shares under the Concurrent Financings (not including the Fiore Shares or shares issuable pursuant to property agreements following completion of the Proposed Transaction).

As an update to the press releases of the Company dated October 16, 2024, and August 7, 2024, the asset purchase agreement dated August 16, 2023 (the "Nipigon Agreement"), between Riverboat and Conquest resources Limited ("Conquest"), pursuant to which Riverboat acquired its sole material property, the Lake Nipigon Basin Property, has also been amended pursuant to an amending agreement dated December 31, 2024. The $500,000 of Riverboat Shares issuable to Conquest pursuant to the Nipigon Agreement are now payable within 10 business days of March 31, 2025 (extended from December 31, 2024).

Additional Information

Trading in the common shares of the Company is currently halted in accordance with the policies of the Exchange and will remain halted until such time as all required documentation in connection with the Proposed Transaction has been filed with and accepted by the Exchange and permission to resume trading has been obtained from the Exchange.

Completion of the Proposed Transaction is subject to a number of conditions and there can be no assurance that the Proposed Transaction will be completed as proposed or at all.

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 Policy 2.4) listed on the Exchange. Searchlight has no commercial operations and no assets other than cash.

Riverboat

Riverboat was incorporated under the Business Corporations Act (British Columbia) on June 23, 2023, under the name "1423692 B.C. Ltd.". On July 18, 2023, Riverboat changed its name to "Lake Nipigon Holdings Ltd.", on October 5, 2023, Riverboat changed its name to "Birkdale Resources Corp.", and on June 4, 2024, Riverboat changed its name to "Riverboat Energy Corp.".

Riverboat is a mineral exploration company focused on the acquisition and exploration of its wholly owned mineral property in the Lake Nipigon Basin, Ontario, subject to (a) a 2.0% net smelter and (b) a 1.0% net smelter royalty. Riverboat also holds options to earn a 100% interest in an exclusive mineral exploration licence on Crown lands located near Gypsumville, Manitoba, and a 70% interest in thirteen mineral claims, totalling approximately 30,265 hectares, situated in the Athabasca Basin, Saskatchewan, subject to an underlying 2.0% net smelter royalty (the "Optioned Properties"). If, following the completion of the Proposed Transaction, the Resulting Issuer decides to maintain the option to earn an interest in either or both of the Optioned Properties or to ultimately exercise either or both of such options, additional funds will need to be raised. There is no assurance that additional funds can be raised on terms acceptable to the Company or at all.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in 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 being offered 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.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange 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 released or 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 proposed transaction and has neither approved nor disapproved the contents of this press release.

Cautionary Note Regarding Forward-Looking Information

This press release contains statements which constitute "forward-looking information" within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of Searchlight with respect to future business activities and operating performance. Forward-looking information is often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and includes information regarding: expectations regarding whether the Proposed Transaction will be consummated and whether the Concurrent Financings will be completed, including whether conditions to the consummation of the Proposed Transaction and completion of the Concurrent Financings will be satisfied, or the timing for completing the Proposed Transaction and Concurrent Financings.

Investors are cautioned that forward-looking information is not based on historical facts but instead reflect management of Searchlight's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although Searchlight believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the combined company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the ability to consummate the Proposed Transaction and/or Concurrent Financings; the ability of the Resulting Issuer to maintain or exercise the options under the Option Agreements; the ability to obtain requisite regulatory and other approvals and the satisfaction of other conditions to the consummation of the Proposed Transaction and/or Concurrent Financings on the proposed terms and schedule; the potential impact of the announcement or consummation of the Proposed Transaction and/or Concurrent Financings on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; compliance with extensive government regulation; and the diversion of management time on the Proposed Transaction and/or Concurrent Financings. This forward-looking information may be affected by risks and uncertainties in the business of Searchlight and market conditions.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although Searchlight has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. Searchlight does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.

Not for distribution to United States newswire services or for dissemination in the United States.

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