Cotec Holdings Corp. Announces Second and Final Closing of Non-Brokered Private Placement

VANCOUVER, BC / ACCESSWIRE / May 15, 2024 / CoTec Holdings Corp. (TSXV:CTH)(OTCQB:CTHCF) (the "Corporation") is pleased to announce that it has completed a second and final closing (the "Closing") of its previously announced non-brokered private placement of units (each, a "Unit") at a price of $0.50 per Unit for gross proceeds of up to $3,000,000 (the "Private Placement"). Each Unit consists of one common share in the capital of the Corporation (each a "Common Share") and one Common Share purchase warrant (each a "Warrant"). Each Warrant entitles the holder to purchase one Common Share at an exercise price of $1.05 for a period of 12 months following the issuance of the Units.

Pursuant to the Closing, the Corporation issued a total of 1,005,000 Units for gross proceeds of $502,500, resulting in an aggregate total of 5,146,025 Units issued in the Private Placement for aggregate gross proceeds of $2,573,013.07. The Corporation will use the gross proceeds of the Private Placement to fund the ongoing Feasibility Study for HyProMag USA, the Preliminary Economic Assessment of the Lac Jeannine Project and for general working capital purposes.

Insiders of the Corporation participated in the Private Placement and purchased an aggregate of 4,050,000 Units for gross proceeds of $2,025,000. As a result, the Private Placement is a related party transaction subject to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Private Placement is exempt from the formal valuation requirements of MI 61-101 pursuant to subsection 5.5(b) of MI 61-101 because the Common Shares are listed only on the TSX Venture Exchange (the "TSXV") and is exempt from the minority shareholder approval requirements of MI 61-101 pursuant to subsection 5.7(1)(a) of MI 61-101 because neither the fair market value of the Units to be issued to related parties nor the consideration to be paid by related parties pursuant to the Private Placement is expected to exceed 25% of the Corporation's market capitalization as determined in accordance with MI 61-101. The Corporation did not file a material change report more than 21 days before the expected date of the Closing as the participation therein by related parties was not settled until shortly prior to Closing. The Corporation intends to file a material change report following the Closing.