Mr. Braam Jonker reports

COTEC HOLDINGS CORP. ANNOUNCES PARTIAL SETTLEMENT AND AMENDMENT AND RESTATEMENT OF CONVERTIBLE LOAN FACILITIES

Cotec Holdings Corp. has provided an update on the repayment of the currently outstanding principal amounts under $6.6-million convertible loan facilities dated Aug. 11, 2025, with Kings Chapel International Ltd. and certain funds managed by Epic Capital Management Inc.

To date, the company has drawn a total of $2.6-million under the convertible loan facility with Kings Chapel and Epic Capital ($2.0-million drawn on Dec. 18, 2025, $200,000 on Dec. 22, 2025, and $400,000 on Jan. 29, 2026). In accordance with the terms of the convertible loans, the corporation is repaying this amount in full by issuing to the lenders a total of 2,260,869 common shares of the corporation based on a conversion price of $1.15 per share.

In addition, the corporation and the lenders have agreed to amend and restate the terms of the convertible loans with respect to the remaining $4-million principal amount of the convertible loans. Under the terms of the amended and restated convertible loans, Kings Chapel and Epic Capital have agreed to make available to the corporation loans in the aggregate principal amounts of up to $3-million and up to $1-million, respectively. The corporation is entitled to draw upon the amended and restated convertible loans until June 12, 2026.

The outstanding principal amount of the amended and restated convertible loans will bear interest at an annual rate of 10 per cent and is repayable, together with accrued and outstanding interest, on Dec. 31, 2028. The undrawn principal amounts under the amended and restated convertible loans also bear a standby fee of 2.5 per cent per annum, which shall be calculated and accrue daily and compounded annually. The corporation's obligations under the amended and restated convertible loans are unsecured. No amounts have been drawn under the amended and restated convertible loans as of the date hereof, but the corporation currently anticipates drawing down on the full principal amount of the amended and restated convertible loans prior to the deadline for doing so. The proceeds of the amended and restated convertible loans will be used for general working capital purposes.

The outstanding principal amount under each of the new convertible loans will be convertible into common shares at a price of $1.33 per common share at any time at the election of either the corporation or the lenders. No conversion of the outstanding principal amount under the new convertible loan agreements will occur to the extent that, after giving effect to the conversion, the applicable lender, its affiliates, and any person with whom such lender or its affiliates act jointly or in concert would own more than 49 per cent of the outstanding common shares.

In consideration of the lenders making the amended and restated convertible loans available to the corporation, the corporation has agreed to issue to the lenders, concurrent with each draw under the amended and restated convertible loans, non-transferable warrants to purchase that number of common shares equal to: (i) 50 per cent of the principal amount drawn divided by: (ii) the conversion price. Each warrant will entitle the holder to purchase one common share at a price equal to the conversion price for one year from the date of issuance.

Kings Chapel is an existing insider and control person (as defined by the 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 entry into an amended and restated loan with Kings Chapel is a related-party transaction subject to Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The amended and restated convertible loans with Kings Chapel 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-V and OTCQB, and is exempt from the minority shareholder approval requirements of MI 61-101 pursuant to Subsection 5.7(1)(a) of MI 61-101 because the fair market value of the amended and restated convertible loan with Kings Chapel (and the common shares issuable pursuant to the conversion of the outstanding principal amount of the amended and restated convertible loans with Kings Chapel and the exercise of warrants to be issued to Kings Chapel) does not exceed 25 per cent of the corporation's market capitalization as determined in accordance with MI 61-101.

The issuance of common shares upon any conversion of the outstanding principal amount under the amended and restated convertible loans and the issuance of the warrants are subject to the corporation obtaining all necessary TSX-V approvals. All securities listed in connection with the amended and restated convertible loans and the warrants will be subject to a statutory hold period of four months plus a day from the date of the amended and restated convertible loan agreement or the issuance of the warrants, as applicable, in accordance with applicable securities legislation in Canada.

Early warning disclosure

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.

Prior to the conversion of the amounts outstanding under the convertible loans: (i) Kings Chapel owned or controlled 43,088,153 common shares, representing approximately 37.42 per cent of the 115,136,805 issued and outstanding common shares; and (ii) Mr. Treger owned or controlled 3,453,038 common shares, representing approximately 3.00 per cent of the issued and outstanding common shares, as well as 3,853,971 options to purchase common shares.

Immediately following conversion of the amounts outstanding under the convertible loans: (i) Kings Chapel owned or controlled 44,827,283 common shares, representing approximately 38.18 per cent of the 117,397,674 issued and outstanding common shares; and (ii) Mr. Treger owned or controlled 3,453,038 common shares, representing approximately 2.94 per cent of the issued and outstanding common shares, as well as 3,453,038 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 corporation'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.

About Cotec Holdings Corp.

Cotec is a publicly traded investment issuer listed on the TSX-V and the OTCQB and trades under the symbol CTH and CTHCF, respectively. Cotec is a forward-thinking resource extraction company committed to revolutionizing the global metal and mineral industry through innovative, environmentally sustainable technologies and strategic asset acquisitions. With a mission to drive the sector toward a low-carbon future, Cotec employs a dual approach: investing in disruptive mineral extraction technologies that enhance efficiency and sustainability while applying these technologies to undervalued mining assets to unlock their full potential. By focusing on recycling, waste mining and scalable solutions, the company accelerates the production of critical minerals, shortens development timelines and reduces environmental impact. Cotec's strategic model delivers low capital requirements, rapid revenue generation and high barriers to entry, positioning it as a leading mid-tier disruptor in the commodity sector.

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