CoTec Holdings Corp. Announces Initial Closing of Life Offering and Concurrent Private Placement

VANCOUVER, BC / ACCESS Newswire / June 18, 2025 / 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 financing under the Listed Issuer Financing Exemption (as defined below) (the "LIFE Offering") and concurrent private placement (the "Private Placement" and together with the LIFE Offering, the "Offerings") of up to an aggregate of 12,820,512 units (each, a "Unit") at a price of $0.78 per Unit for aggregate gross proceeds of up to $10,000,000 (comprised of $5,000,000 under the LIFE Offering and $5,000,000 under 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 $1.20 for a period of 18 months following the issuance of the Units.

Pursuant to the Initial Closing, the Corporation issued a total of 2,732,312 Units for aggregate gross proceeds of $2,131,203.91 under the LIFE Offering and 3,947,131 Units for aggregate gross proceeds of $3,078,763.82 under the Private Placement. The Corporation expects to complete a second and final closing of the Offerings prior to the end of June 2025.The Corporation will use the net proceeds of the private placement to fund the detailed design and engineering at HyProMag USA LLC, the Corporation's drilling program at its Lac Jeannine property, further investment obligations and for general corporate purposes.

Certain directors of the Corporation and Kings Chapel International Ltd. ("Kings Chapel") purchased an aggregate of 864,316 Units in the Initial Closing. Kings Chapel is an existing insider and Control Person (as defined by TSX Venture Exchange Rules) of the Corporation. 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 exceeds 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 Offerings.