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 3

Completion of the Private Placement is subject to a number of conditions, including receipt of IZ shareholder approval and all necessary TSXV approvals, CoTec completing its due diligence investigations of IZ and being satisfied with the results of such investigations in its sole discretion, receipt of all necessary regulatory approvals for the sale of NEREA® in the United States, the absence of any material adverse effect in respect of IZ and other customary conditions.

Debt Exchange

Ray Paquette, the CEO and a director of IZ, and an affiliated company currently hold two promissory notes of IZ in the original principal amounts of $243,000 and $793,000 respectively (the "Promissory Notes"). As of November 14, 2022, the aggregate amounts owing under the Promissory Notes (including accrued and unpaid interest) was $266,061.70 and $881,261.54, respectively. In addition, IZ currently owes an affiliated company of Mr. Paquette $108,000 in unpaid management fees. Mr. Paquette and IZ have entered into a debt exchange agreement pursuant to which IZ's obligations under the Promissory Notes and the unpaid management fees will be satisfied in exchange for the issuance to Mr. Paquette and his affiliated company of convertible debentures in the aggregate principal amount of $1,255,323.23 (the "Convertible Debentures").

Each Convertible Debenture will bear interest at the prime rate of interest published by Royal Bank of Canada + 2%. The Convertible Debenture held by Mr. Paquette will be payable in five equal annual instalments starting on June 30, 2023, and ending on June 30, 2027. The Convertible Debenture held by Mr. Paquette's affiliated company will be payable in two equal annual instalments on June 30, 2023 and June 30, 2024. The principal amount outstanding under the Convertible Debentures will also be convertible, at any time and from time to time, at the option of the holder, into Common Shares based on a conversion price of $0.15 per share, subject to customary adjustments.

The debt exchange transaction and the issuance of the Convertible Debentures is subject to TSXV approval. The debt exchange transaction is a related-party transaction as defined under Multilateral Instrument 61-101 ("MI 61-101"). Because IZ's shares trade only on the TSXV, the issuance of the Convertible Debentures is exempt from the formal valuation requirements of Section 5.4 of MI 61-101 pursuant to Subsection 5.5(b) of MI 61-101 and exempt from the minority approval requirements of Section 5.6 of MI 61-101 pursuant to Subsection 5.7(a) of MI 61-101.