Mr. Braam Jonker reports

COTEC HOLDINGS CORP. ANNOUNCES DRAWDOWN OF AMENDED AND RESTATED CONVERTIBLE LOANS

Cotec Holdings Corp. has drawn down the full $4-million principal amount available under its previously announced amended and restated convertible loan facilities with Kings Chapel International Ltd. and certain funds managed by Epic Capital Management Inc.

Pursuant to the amended and restated convertible loans, the terms of which were announced by the company on April 30, 2026, Kings Chapel and Epic Capital made available to the company loans in the aggregate principal amounts of up to $3-million and up to $1-million, respectively. The company has now drawn the full $4-million available under the facilities. The proceeds of the amended and restated convertible loans will be used by the company for general working capital purposes.

Pursuant to the terms of the amended and restated convertible loans, the outstanding principal amount of the loans may be converted into common shares of the company by the company or the lenders at any time at a price of $1.33 per common share. Subject to the receipt of final approval from the TSX Venture Exchange of the drawdown under the amended and restated convertible loans, the company intends to immediately exercise its right to convert the outstanding principal amount into an aggregate of 3,007,518 common shares, comprising 2,255,639 common shares to be issued to Kings chapel and 751,879 common shares to be issued to Epic Capital.

In addition, as required by the terms of the amended and restated convertible loans, in consideration of the lenders making the amended and restated convertible loans available to the company, the company has issued to the lenders, concurrently with the drawdown, an aggregate of 1,503,758 warrants to purchase common shares, comprising 1,127,819 warrants issued to Kings Chapel and 375,939 warrants issued to Epic Capital. Each warrant entitles the holder to purchase one common share at a price of $1.33 per share 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 company. Julian Treger, a director of the company and its chief executive officer, is a beneficiary of a family trust associated with Kings Chapel. As a result, the entry into, and conversion of, the amended and restated convertible loan with Kings Chapel and the issuance of warrants to Kings Chapel are a related party transaction subject to Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The amended and restated convertible loan with Kings Chapel and the issuance of warrants to Kings Chapel are 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 OTCQX, and are exempt from the minority shareholder approval requirements of MI 61-101 pursuant to Subsection 5.7(1)(a) of MI 61-101 because neither the fair market value of the amended and restated convertible loan with Kings Chapel and the warrants issued to Kings Chapel (nor the common shares issuable pursuant to the conversion of the outstanding principal amount of the amended and restated convertible loan with Kings Chapel and the exercise of the warrants issued to Kings Chapel) exceeds 25 per cent of the company'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 company obtaining all necessary TSX-V approvals. All securities issued 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.

About Cotec Holdings Corp.

Cotec is redefining the future of resource extraction and recycling. Focused on rare earth magnets and strategic materials, Cotec integrates breakthrough technologies with strategic assets to unlock secure, sustainable and low-cost supply chains.

Cotec's mission is clear: accelerate the energy transition while strengthening strategic mineral supply chains for the countries it operates in. By investing in and deploying disruptive technologies, the company delivers capital-efficient, scalable solutions that transform marginal assets, tailings, waste streams and recycled products into high-value critical minerals.

From its HyProMag USA magnet recycling joint venture in Texas, to iron tailings reprocessing in Quebec, to next-generation copper and iron solutions backed by global majors, Cotec is building a diversified portfolio with long-term growth, rapid cash flow potential and high barriers to entry. The result is a differentiated platform at the intersection of technology, sustainability and strategic materials.

We seek Safe Harbor.