CoTec Holdings Corp. Announces Initial Closing of Non-Brokered Private Placement

VANCOUVER, December 28, 2022 - CoTec Holdings Corp. (TSXV:CTH) (the "Corporation") is pleased to announce that it has completed an initial closing (the "Initial Closing") of its previously announced non-brokered private placement of up to 20,000,000 units (each, a "Unit") at a price of $0.50 per Unit for gross proceeds of up to $10,000,000 (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 $0.75 for a period of 12 months following the issuance of the Units.

Pursuant to the Initial Closing, the Corporation issued a total of 1,264,108 Units for aggregate gross proceeds of $632,054. The Corporation expects to complete additional closings of the Private Placement in January 2023.

The Corporation will use the gross proceeds of the Private Placement to fund pending investment commitments, to repay amounts owing to Kings Chapel (as defined below) and for working capital purposes.

The Corporation reserves the right to increase the size of the Private Placement by up to 35% (the "Upsize Option") pursuant to which the Corporation may offer for sale up to an additional 7,000,000 Units at the same price and on the same terms as described above. The Upsize Option may be exercised in whole or in part in the Corporation's sole discretion at any time up to the final closing of the Private Placement. If the Private Placement is fully subscribed and the Upsize Option is exercised in full, the total gross proceeds of the Private Placement would be C$13,500,000.

Kings Chapel International Limited ("Kings Chapel") and certain directors of the Corporation participated in the Initial Closing and purchased an aggregate of 1,164,108 Units. 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) of MI 61-101 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% 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 Canadian 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.

About CoTec

CoTec is an ESG-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 seeks to transition into a mid-tier mineral resource producer. The Company 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.

CoTec is a publicly traded investment issuer listed on the Toronto Venture Stock Exchange and trades under the symbol CTH.

For further information, please contact:

Braam Jonker - (604) 992-5600

Forward-Looking Information Cautionary Statement

Statements in this press release regarding the Corporation's business which are not historical facts are "forward-looking statements" that involve risks and uncertainties, including statements relating to management's expectations with respect to the adoption of new technologies across the mineral extraction industry and the benefits to the Corporation which may be implied from such statements. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

NOT FOR DISTRIBUTION TO THE U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

SOURCE: CoTec Holdings Corp.