CoTec Holdings Corp. Announces Initial Closing of Non-Brokered Private Placement

NOT FOR DISTRIBUTION TO THE U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

VANCOUVER, BC / ACCESSWIRE / April 25, 2024 / CoTec Holdings Corp. (TSXV:CTH)(OTCQB:CTHCF) (the "Corporation") is pleased to announce that it has completed an initial closing (the "Initial Closing") of its previously announced non-brokered private placement of up to 6,000,000 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 Initial Closing, the Corporation issued a total of 4,141,025 Units for aggregate gross proceeds of $2,070,513.07. The Corporation expects to complete additional closings of the Private Placement in May 2024.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.

Kings Chapel International Limited ("Kings Chapel") purchased an aggregate of 4,000,000 Units in the Initial Closing. Kings Chapel is an existing insider and Control Person (as defined by TSX Venture Exchange Rules) of the Corporaiton. Julian Treger, a director of the Corporation and its Chief Executive Officer, is a beneficiary of a family trust associated with Kings Chapel. 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 5.5(a) thereof, 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 Initial Closing as the participation therein by related parties was not settled until shortly prior to the closing of the Offering.