Mr. Braam Jonker reports

COTEC HOLDINGS CORP. ANNOUNCES INITIAL CLOSING OF NON-BROKERED PRIVATE PLACEMENT

Cotec Holdings Corp. has completed an initial closing of its previously announced non-brokered private placement of up to six million units at a price of 50 cents per unit for gross proceeds of up to $3-million. Each unit consists of one common share in the capital of the corporation and one common share purchase 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 finance the continuing feasibility study for HyProMag USA, the preliminary economic assessment of the Lac Jeannine project and general working capital purposes.

Kings Chapel International Ltd. purchased an aggregate of four million 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). 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 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 per cent 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.

All securities issued to investors in connection with the private placement will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation in Canada.

Early warning report

This press release is also being disseminated as required by National Instrument 62-103 (the Early Warning System and Related Take Over Bids and Insider Reporting Issues) in connection with the filing of an early warning report by Kings Chapel in respect of its ownership position in the corporation.

Kings Chapel participated in the initial closing and purchased an aggregate of four million units. Prior to the initial closing: (i) Kings Chapel owned or controlled 22,666,307 common shares, representing approximately 37.22 per cent of the 60,901,506 issued and outstanding common shares; and (ii) Mr. Treger owned or controlled 2,708,500 common shares, representing approximately 4.45 per cent of the issued and outstanding common shares, as well as 3,011,325 options to purchase common shares.

Immediately following the initial closing, (ii) Kings Chapel owned or controlled 26,666,307 common shares, representing approximately 41 per cent of the 65,042,531 issued and outstanding common shares, as well as four million warrants to purchase common shares; and (ii) Mr. Treger owned or controlled 2,708,500 common shares, representing approximately 4.16 per cent of the issued and outstanding common shares, as well as 3,011,325 options to purchase common shares.

Kings Chapel and Mr. Treger hold common shares for investment purposes. Each of them has a long-term view of the investment, and may acquire additional securities including on the open market or through private acquisitions or sell the securities including on the open market or through private dispositions in the future depending on market conditions, reformulation of plans and/or other relevant factors. Depending on market conditions, general economic and industry conditions, the company's business and financial condition, and/or other relevant factors, each such shareholder may develop such plans or intentions in the future.

A copy of the early warning report to be filed by Kings Chapel in connection with the transactions described above will be available on the corporation's SEDAR+ profile.

The head office of the corporation is located at Suite 428, 755 Burrard St., Vancouver, B.C., V6Z 1X6. Kings Chapel's address is No. 2, The Forum, Grenville St., St. Helier, Jersey, JE1 4HH.

About Cotec Holdings Corp.

Cotec is a publicly traded investment issuer listed on the TSX Venture Exchange and the OTCQB, and trades under the symbols CTH and CTHCF, respectively. The company is an environment, social and governance focused company investing in innovative technologies that have the potential to fundamentally change the way metals and minerals can be extracted and processed for the purpose of applying those technologies to undervalued operating assets and recycling opportunities, as the company transitions into a mid-tier mineral resource producer.

Cotec is committed to supporting the transition to a lower carbon future for the extraction industry, a sector on the cusp of a green revolution, as it embraces technology and innovation. The company has made four investments to date and is actively pursuing operating opportunities where current technology investments could be deployed.

We seek Safe Harbor.