CoTec Holdings Corp. Announces Increase In Convertible Loan

Investor Insight

CoTec Holdings combines proprietary processing technologies with undervalued and legacy resource assets to create high-margin opportunities across rare earths, iron and copper sectors. With three execution-stage projects and a significant discount to attributable NAV, CoTec provides differentiated exposure to strategic minerals tied to electrification, AI infrastructure and supply-chain security.

Overview

CoTec Holdings (TSXV:CTH, OTCQX:CTHCF) is redefining the future of rare earth magnet recycling and strategic material extraction. Its portfolio spans rare earth magnet recycling, iron tailings reprocessing and emerging copper extraction technologies, all directed at fast-tracking revenue generation and reducing energy and capital intensity compared to conventional mining.

Key Technologies

The company’s modular, capital-efficient model — including joint ventures and strategic subsidiaries — positions it for scalable growth and streamlined execution. With significant advancement in project execution, two completed feasibility studies, a third underway and an independent pre-feasibility study for HyProMag USA’s U.S. expansion completed in October 2026, CoTec is moving toward transforming its technology suite into commercial operations.

Why Invest in CoTec?

• Differentiated Growth Model: Capital-light strategy deploying modular technologies at brownfield assets to accelerate timelines and reduce capital intensity.
• Strategic Commodity Exposure: Exposure to rare earths, iron and copper — key materials for electrification, AI infrastructure, robotics and other critical supply chains.
• Execution-Stage Portfolio: Three projects advancing through feasibility, engineering and financing stages.
• Aligned Leadership: Strong insider ownership and experienced management with deep mining and capital markets expertise.
• Lower-Carbon Production: Technologies designed to reduce energy use, water consumption and emissions relative to conventional mining.

Company Highlights

• Technology-Driven Value Creation: Deploys proprietary, low-carbon processing technologies to extract value from waste, tailings and marginal deposits that traditional mining overlooks.
• Execution-Stage Projects: Advancing three core assets — HyProMag USA magnet recycling, the Lac Jeannine iron tailings project, and MagIron iron ore feedstock, concentrator and pelletizer — with clear development pathways.
• Expanding Rare Earth Footprint: HyProMag USA advances its scalable US hub-and-spoke rare earth magnet recycling roll-out using the Hydrogen Processing of Magnetic Scrap (“HPMS”) technology, with Inserma HDD pre-processing machines installed in South Carolina and Nevada and power secured for the Texas Hub. An independent Pre-Feasibility Study (October 2026) outlines a four-plant U.S. platform that would roughly quadruple planned magnet capacity to approximately 4,192 metric tons per year by 2034.
• Strategic Copper Focus: Established a new subsidiary, CoTec Copper, to accelerate targeted investment in copper tailings and copper sulfide deposits globally, leveraging CoTec’s core technologies to unlock value.
• Iron Ore & Green Steel: Advancing iron tailings reprocessing at Lac Jeannine and supporting the restart of MagIron in Minnesota and Indiana, which is now advancing merchant pig iron as its primary development strategy while retaining DR-grade pellet optionality, to supply high-grade feedstock for low-carbon steel production.
• Strong Insider Support: Insiders own approximately 58 percent of shares, reinforcing alignment with long-term value creation.
• Experienced Leadership: Board and executives bring deep mining, technology and capital markets experience from leading global organizations.

Key Technologies and Assets

HyProMag USA Projec

HyProMag USA is CoTec’s flagship rare earth recycling platform and a cornerstone of its strategy to localize critical mineral supply chains. The project deploys Hydrogen Processing of Magnetic Scrap technology to recover neodymium iron boron magnets from end-of-life electronics and industrial equipment through a simplified hydrogen-based process that bypasses traditional chemical separation and smelting. This short-loop approach dramatically reduces energy use, water consumption and emissions while lowering operating complexity and cost.

The company’s phased development plan is targeting commissioning of its initial neodymium-iron-boron magnet cutting and finishing operations in Texas in H1 2027, with Phase 1 of the integrated Northlake, Texas recycling and magnet manufacturing facility targeted for completion in mid-2028. Up to 20 tonnes of magnet blocks supplied by HyProMag Group in the United Kingdom and Germany will be shaped and finished at HyProMag USA's operations for U.S. customers. Power capacity for the Texas Hub has been secured with Oncor, expected to be supplied predominantly from renewable energy, and contractor selection and permitting are underway. In October 2026, an independent Pre-Feasibility Study by PegasusTSI and BBA USA outlined an expansion to three additional plants and a Central Texas Hub, taking the platform to approximately 6,000 metric tons per year of salable material by 2034.

Watch an overview of HyProMag USA here: https://www.youtube.com/watch?v=v0d7rKdwu_s

Highlights

• CoTec holds a 60.3 percent economic interest.
• Northlake, Texas facility post-tax NPV of approximately US$723 million at forecast prices (October 2026 update to the 2024 Feasibility Study, reflecting detailed engineering and finalized equipment orders).
• Northlake capital cost estimated at approximately US$167 million (AACE Class 2), with Phase 1 targeting about 1,034 metric tons per year of payable production and Phase 2 about 1,526 metric tons per year.
• Initial magnet cutting and finishing operations, and first U.S. magnet sales, targeted for H1 2027.
• Independent Pre-Feasibility Study (October 2026) indicates an incremental post-tax NPV of US$1.85 billion to US$2.06 billion and post-tax IRR of 31 to 36 percent for three additional plants and a Central Texas Hub, at a capital cost of approximately US$623 million to US$656 million; combined with Northlake, platform post-tax NPV of US$2.6 billion to US$2.8 billion and NdFeB magnet capacity of approximately 4,192 metric tons per year by 2034.
• Inserma pre-processing machines have been installed at South Carolina and Nevada facilities to support feedstock preparation and scale-up of the hub-and-spoke rollout.
• Integrated Texas Hub’s Hydrogen Processing of Magnet Scrap section targeted for mid-2028.
• HyProMag GmbH, the HyProMag Group’s German operation in Pforzheim, was designated a Strategic Project under the EU Critical Raw Materials Act in October 2026, underscoring the strategic relevance of the HPMS technology.

Lac Jeannine Iron Project

The Lac Jeannine project is an advanced tailings reprocessing initiative designed to transform legacy mining waste into high-purity iron concentrate for steelmaking. By leveraging existing infrastructure and modern processing technologies, the project aims to unlock value from previously discarded material while simultaneously advancing environmental reclamation. This approach aligns economic return with environmental remediation and supports domestic iron supply.

Metallurgical test work has demonstrated the project's ability to produce a high-purity iron concentrate grading in excess of 67 percent FeT, the threshold for high-purity iron under the Québec and Canadian critical and strategic minerals frameworks. CEO Julian Treger said that this validates the resource’s quality and the effectiveness of the company’s processing strategy. “(It also supports) our vision of transforming a historic environmental liability into a strategic asset capable of supporting the global transition to lower-carbon steel production."

Highlights

• Indicated resource of about 31 Mt at 6.8 percent iron and inferred resource of about 71 Mt at 6.8 percent iron (2026 MRE).
• After-tax NPV7 of US$91.9 million and IRR of 29.6 percent (2026 PEA).
• Initial capex estimated at US$69.4 million.
• 15-year mine life
• A 41 percent increase in the resource according to the 2026 PEA, with a global increase in total iron grade from 6.7 to 6.8 percent.
• Feasibility Study underway with BBA Consulting, with permitting and offtake discussions in progress.

MagIron represents a restart-ready brownfield iron ore deposit, concentrator and pelletizer project in Minnesota and Indiana, that benefits from an estimated $660m in historical capital investment, targeting the production of direct-reduction grade pellets for low-carbon steelmaking. The project benefits from extensive existing infrastructure and prior capital investment, allowing rapid recommissioning compared with greenfield developments. Its strategic positioning targets rising demand for domestically sourced feedstock for electric arc furnaces and decarbonized steel production.

Senior leadership changes have been made to support the ongoing development of MagIron, especially regarding restarting its iron ore concentrator in Minnesota and pellet plant in Indiana. In August 2026, a concept study by Primetals Technologies confirmed three technically credible pathways to produce approximately 2 million tonnes per year of granulated pig iron at MagIron’s facilities. MagIron is now advancing pig iron as its primary development strategy while retaining DR-grade pellet optionality, and independent test work at the Natural Resources Research Institute confirmed that MagIron concentrate can produce DR-grade pellets.

Highlights

• CoTec owns approximately 17 percent.
• Definitive Feasibility Study shows after-tax NPV of about US$1.60 billion and IRR about 27.6 percent.
• Average annual production is about 2.6 Mt DR-grade pellets.
• Life of mine is about 32 years.
• Payback period is about 3 years and 7 months.
• Mine and concentrator permits in place; pellet plant permitting in progress
• Raised additional capital at a pre-money valuation of US$550 million from existing shareholders

CoTec Copper

CoTec Copper is a dedicated subsidiary created to accelerate the company’s exposure to copper, one of the most strategically important electrification metals. The unit focuses on acquiring and advancing copper tailings projects and sulphide deposits, particularly in historically productive mining jurisdictions where modern processing technologies can unlock additional value from previously uneconomic material. It leverages CoTec’s existing technology portfolio to enhance recoveries and lower operating costs.

Highlights

• Targets assets in Tier 1 mining regions across the United States, Australia, Latin America and Africa.
• Focuses on both tailings reprocessing and sulphide copper deposits.
• Designed as a scalable growth platform to expand CoTec’s copper exposure.
• Definitive joint venture shareholder agreement with Copper Intelligence (September 2026) to pursue historical copper tailings opportunities in the Democratic Republic of Congo, with funding to be sought from the U.S. International Development Finance Corporation and other sources once sufficient scale is achieved.
• Non-binding framework agreement with Battery Mineral Resources (October 2026) toward a Strategic Economic Joint Venture at the Punitaqui copper mining district in Chile.

Binding Solutions

Binding Solutions provides a cold agglomeration technology that converts ultrafine mineral waste into ISO-compliant pellets or briquettes suitable for industrial use, particularly in green steel production. Unlike traditional pelletizing processes that rely on high-temperature furnaces, this approach operates at low temperatures, drastically reducing energy consumption and emissions while enabling monetization of low-grade or waste materials.

Highlights

• Uses about 95 percent less energy than conventional pelletizing.
• Generates about 98 percent fewer emissions.
• Applicable to iron and other mineral fines.

Ceibo

Ceibo’s oxidative heap-leaching technology is designed to improve copper recovery from sulphide ores such as chalcopyrite, which account for the majority of global copper reserves but are traditionally difficult and costly to process. The process enhances recovery rates while lowering environmental impact and capital intensity, potentially transforming the economics of many existing copper assets.

Highlights

• Potential recovery improvement from about 30 percent to approximately 75 percent.
• Targets refractory sulphide deposits often considered uneconomic.
• CoTec holds a minority equity interest and a seat on the technical advisory board.
• Completed Series B financing of over US$30 million led by Energy Impact Partners to fund the scaling of the technology.
• Investor syndicate includes BHP Ventures. Ceibo has partnered with Glencore’s Lomas Bayas operation in Chile (2024) and produced first copper cathodes at a demonstration plant with Compañía Minera San Gerónimo (2025).

WaveCracker

WaveCracker is a microwave-assisted mineral processing technology being advanced in collaboration with McGill University. The system uses targeted microwave energy to weaken mineral structures before conventional processing, improving metal liberation, reducing reagent consumption and lowering overall processing costs.

Highlights

• Focused initially on copper sulphide applications.
• Designed to accelerate leaching and recovery kinetics.
• Builds on more than 30 years of microwave mineral processing research.

Salter Cyclones

Salter Cyclones technology uses multi-gravity separators to recover ultra-fine minerals from tailings streams that traditional processing methods cannot efficiently capture. By enabling recovery of metals from waste material, the system creates new revenue streams while reducing environmental liabilities associated with tailings storage.

Highlights

• Applicable to iron, manganese and other fine mineral commodities.
• Exclusive global rights for iron applications and regional exclusivity for manganese during the initial agreement period.
• Converts waste into high-grade concentrates suitable for market.
• CoTec-owned commercial-scale SCMG2 unit under assembly in the UK, with factory acceptance testing from Q3 2026, for deployment at Corem in Québec as a commercial testing and demonstration platform supporting Lac Jeannine and third-party iron ore opportunities.

Management Team

Julian Treger - Chief Executive Officer and Director

Julian Treger previously served as the CEO of Anglo Pacific Group before establishing Audley Capital Partners. At Audley, Treger directed the team through acquisitions totaling $570 million and achieved a realized Internal Rate of Return (IRR) of 38 percent. Treger continues to serve as the chairman of Audley Capital and holds both a BA and an MBA from Harvard.

Abraham Jonker - Chief Financial Officer

Abraham Jonker has 30 years of experience in mining finance. He previously served as the Lead Independent Director at Mandalay Resources and has been instrumental in leading over $750 million in equity and debt raises. Jonker is a Chartered Accountant in the UK, Canada, and South Africa and holds a Master's in Tax from Rand Afrikaans University.

John Singleton - Chief Operating Officer

John Singleton possesses over 25 years of experience in mining. His career began at De Beers, and he has since held senior leadership roles at Centamin and Rio Tinto. Singleton is a Fellow of the Royal Geological Society and holds degrees from Imperial College London and the University of Bristol.

John McGagh - Technology Consultant

John McGagh has more than 35 years of experience in digital transformation across various industries. He served as the head of innovation at Rio Tinto and is currently the chief digital officer at Snowy Hydro. McGagh is an adjunct professor at the University of Queensland and a Fellow of the Australian Academy of Technology Science and Engineering.

Eugene Hercun - VP Finance & Investor Relations

Eugene Hercun is a CPA, CA, with 15 years of varied experience in mining finance. He has led metal sales negotiations for more than $200 million annually and holds Level 1 of the CFA designation.

Hugh Thatcher - VP North America

Hugh Thatcher has 25 years of experience as in-house counsel in the mining and industrial sectors, including as Chief Counsel - US at Rio Tinto from 2020 to 2023. He holds a BA from Whitman College and a JD from Vanderbilt University.

Ian French - VP Projects

Ian French has more than 20 years of experience in project delivery and risk advisory across diamonds, gems and precious metals, including as Global Head of Diamond Risk & Security at Rio Tinto, and has led major infrastructure programs for mining companies and governments.

Board of Directors

Lucio Genovese, Independent Chairman

Lucio Genovese currently serves as the CEO of Nage Capital and as the chairman of Ferrexpo plc. He previously held senior roles at Glencore, including CEO of the CIS region. Genovese is a Chartered Accountant with degrees in Commerce and Accounting from the University of Witwatersrand.

Tom Albanese, Non-executive Director

Tom Albanese is the former CEO of Rio Tinto and Vedanta Resources. He was appointed Chair of Franco-Nevada Corporation in May 2026, having served as a director since 2013, and previously served as lead independent director of Nevada Copper. Albanese holds Master's and Bachelor's degrees from the University of Alaska Fairbanks.

Robert (Bob) Harward - Non-Executive Director

Robert Harward is a retired US Navy Vice Admiral (SEAL) and former deputy commander of US Central Command. He served on the US National Security Council and held senior strategy roles at Lockheed Martin and Shield AI.

Erez Ichilov - Non-executive Director

Erez Ichilov previously served as managing director at Traxys Projects, where he led investments in companies such as Nouveau Monde Graphite, Talon Metals, and Li-Cycle. Ichilov holds LLB and MBA degrees.

Sharon Fay - Non-executive Director

Sharon Fay previously served as head of equities and head of responsibility at AllianceBernstein. She built the firm's Corporate Responsibility and Responsible Investment teams. Fay is a Chartered Financial Analyst with a BA from Brown and an MBA from Harvard.