International Zeolite and CoTec Holdings Announce Strategic Alliance - CoTec Holdings Making Anchor Investment to Accelerate Commercialization of International Zeolite’s Revolutionary Proprietary NEREA(R) Fertilizer Technology - Seite 2

Transaction Terms

CoTec has signed a subscription agreement to purchase 13,333,334 units ("Units") from IZ on a private placement basis at a price of $0.15 per unit for an aggregate subscription of $2,000,0000 (the "Private Placement"). King Chapel International ("Kings Chapel"), a company associated with Mr. Treger, is also a party to the agreement and will subscribe for 2,000,000 Units, providing IZ with aggregate subscription proceeds of $2,300,000. Each Unit will consist of one common share of the company (each, a "Common Share") and one common share purchase warrant (each, a "Warrant"). Each Warrant will be exercisable for one Common Share at a price of $0.18 for 12 months from the closing date, which if exercised provides an additional $2,760,000 in operating capital for IZ.

$170,000 of the net proceeds of the Private Placement will be used to repay shareholder loans owing to Ray Paquette, the CEO of the company, and his affiliates, and the balance will be used to fund thecommercialization of NEREA products for manufacturing, marketing and sales in Canada and for working capital purposes.

Pursuant to the subscription agreement, CoTec and Kings Chapel have each agreed to provide up to $300,000 in bridge loan funding to IZ (together the "Bridge Loan"). CoTec agreed to advance its funding concurrently with the execution of the Subscription Agreement and Kings Chapel will advance its Bridge Loan upon the satisfactory completion of its due diligence review of IZ. The Bridge Loan bears interest at 7% per annum and is repayable on the earlier of November 21, 2024, closing of the Private Placement and a change of control of IZ. The Bridge Loan is secured by a first ranking charge in favour of CoTec over all of IZ's assets. Amounts outstanding under the Bridge Loan will be credited towards the amount payable by CoTec and Kings Chapel upon completion of the Private Placement.

Upon completion of the Private Placement:

• CoTec and IZ will enter into an investor rights agreement pursuant to which CoTec will have customary pre-emptive rights to participate in future equity issuances by IZ and the right to appoint two members of IZ's board of directors;
• CoTec and Ray Paquette, the CEO and a director of IZ, will enter into a debenture call agreement pursuant to which CoTec will have the right to purchase all or any part of the Convertible Debentures (as defined below) at a price equal to 100% of the outstanding principal amount under the purchased Convertible Debentures at any time or from time to time until July 31, 2023; and
• CoTec will own 23.6% of the issued and outstanding Common Shares and 38.1% of the outstanding Common Shares on a partially-diluted basis (assuming the exercise of all of its Warrants).

As required by the policies of the TSX Venture Exchange (the "TSXV"), IZ will seek disinterested shareholder approval at its annual and special shareholder meeting to be held on January 4, 2023 for a resolution to approve CoTec or Kings Chapel becoming a "control person" of IZ. The directors and officers of IZ, who currently own 20.6% of the outstanding Common Shares, have agreed to vote all of their Common Shares in favour of this resolution.