Mr. Braam Jonker reports

COTEC HOLDINGS CORP. ANNOUNCES $20M PRIVATE PLACEMENT OF UNSECURED CONVERTIBLE DEBENTURES

Cotec Holdings Corp. intends to raise gross proceeds of up to $20-million through a non-brokered private placement of unsecured convertible debentures.

Each convertible debenture will bear interest at a rate of 12.5 per cent per annum, calculated and payable semi-annually in arrears, with the first interest payment occurring on Feb. 28, 2027. The convertible debentures will mature five years from the date of issue. The principal amount of each convertible debenture will be convertible into common shares of the company at a price of $1.75 per common share at the option of the holder of a convertible debenture at any time.

The convertible debentures may be redeemed by the company, in whole or in part, at any time. The redemption price will equal the principal amount being redeemed plus accrued and unpaid interest plus, if the redemption date occurs prior to the third anniversary of the issuance of the convertible debentures, the aggregate amount of interest that would have been paid on the principal amount being redeemed from the redemption date to the third anniversary of issuance.

At the election of the company, the outstanding principal amount of, or accrued and unpaid interest on, the convertible debentures will be payable in cash or, subject to approval by the TSX Venture Exchange, common shares.

The convertible debentures will be unsecured obligations of the company, and will be subordinated in right of payment of principal and interest to all secured debt and to all senior indebtedness of the company.

The company intends to use the net proceeds of the offering to finance equipment purchases relating to its HyProMag USA permanent magnet recycling joint venture and for working capital purposes. The company anticipates paying a finder's fee to certain qualified finders in connection with purchasers that are introduced by such finders to the offering. Any finder's fees payable will be in accordance with the policies of the TSX-V.

The offering is expected to close in August, 2026, or such other date or dates as the company may determine, and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX-V. All securities issued pursuant to the offering will be subject to a hold period of four months and one day in accordance with applicable securities laws.

Certain insiders of the company are expected to participate in the offering, making the offering a related party transaction as defined under Multilateral Instrument 61-101 -- Protection of Minority Security Holdings in Special Transactions. The company intends to rely on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101 as the company's shares are currently listed only on the TSX-V and OTCQB and neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves interested parties, is expected to exceed 25 per cent of the company's market capitalization (as determined under MI 61-101). The material change report in connection with the offering is not expected to be filed 21 days in advance of the closing of the offering for the purposes of Section 5.2(2) of MI 61-101 on the basis that the subscriptions under the offering are not expected to be finalized until shortly before the closing of the offering.

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 the company 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 and reclamation 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.

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