CoTec Holdings Corp. Announces Third and Final Closing of Upsized Life Offering, Total Raise to Date of $12.4 Million

CoTec Holdings Corp. (TSXV:CTH)(OTCQB:CTHCF) ("CoTec" or the "Corporation") is pleased to announce that it has completed a third and final closing (the "LIFE Closing") under its previously announced upsized offering under the listed issuer financing exemption under Part 5A of National Instrument 45-106 - Prospectus Exemptions (the "LIFE Offering"). As previously announced, the LIFE Offering is being conducted together with a concurrent private placement (the "Private Placement" and together with the LIFE Offering, the "Offering") of up to an aggregate of 17,948,717 units (each, a "Unit") at a price of $0.78 per Unit for aggregate gross proceeds of up to $14,000,000 (comprised of $9,000,000 under the LIFE Offering and $5,000,000 under 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 $1.20 for a period of 18 months following the issuance of the Units.

The LIFE Closing constitutes the final closing under the LIFE Offering, with a final closing under the Private Placement anticipated to occur on or about July 17, 2025, to accommodate the completion of additional subscriptions.

Pursuant to the LIFE Closing, the Company raised gross proceeds of $4,574,546.86 in the LIFE Closing through the issuance of 5,864,800 Units at a price of $0.78 per Unit. Together with the initial closings under the LIFE Offering, the Corporation has issued an aggregate of 10,903,865 Units for aggregate gross proceeds of $8,505,021.13, compared to the Company's initial target of $5 million. Including the $3,921,728.72 raised under the initial closings of the Private Placement, CoTec has raised an aggregate of $12,426,749.85 under the Offering to date.

The Corporation intends to use the net proceeds from the Offering to fund the detailed design and engineering of its HyProMag USA rare earth magnet recycling facility, the upcoming drill program at its Lac Jeannine iron tailings property, additional investment obligations, and for general corporate purposes.

Julian Treger, CoTec CEO, commented, "We are very pleased with the strong support received for this financing, which resulted in total gross proceeds to date of over $12.4 million-significantly above our originally announced $10 million target. The interest from both existing and new investors underscores market confidence in CoTec's strategy and our unique positioning in critical minerals and technology-enabled resource extraction. We look forward to deploying these funds into our high-impact pipeline, including the detailed design and engineering at HyProMag USA and drilling at our Lac Jeannine project."

In connection with the LIFE Closing, the Corporation paid cash fees and compensation warrants ("Compensation Warrants") to certain agents and finders as follows: $5,696.23 and 7,303 Compensation Warrants to ECM Capital Advisors Ltd.; $96,505.67 and 123,725 Compensation Warrants to Odeon Capital Group LLC; $78,993.39 and101,274 Compensation Warrants to Integrity Capital Group Inc.; $76,112.06 and 97,580 Compensation Warrants to INTE Securities LLC; $8,872.70 and 11,375 Compensation Warrants to Canaccord Genuity Corp.; $624.00 and 800 Compensation Warrants to Research Capital Corporation.

About CoTec

CoTec is a publicly traded investment issuer listed on the TSXV 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 metals and minerals industry through innovative, environmentally sustainable technologies and strategic asset acquisitions. With a mission to drive the sector toward a low-carbon future, CoTec employees 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 commodities sector.

For more information, please visit www.cotec.ca.

Forward-Looking Information Cautionary Statement

Statements in this press release regarding the Company, its investments and the Offerings which are not historical facts are "forward-looking statements" that involve risks and uncertainties, including statements relating to management's expectations with respect to its current and potential future investments and the benefits to the Company 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, due to known an unknown risks and uncertainties affecting the Company, including by not limited to: general economic, political and market factors in North America and internationally, interest and foreign exchange rates, changes in costs of goods and services, global equity and capital markets, business competition, technological change, changes in government relations, industry conditions, unexpected judicial or regulatory proceedings and catastrophic events. The Company's investments are being made in mineral extraction related assets and technologies which are subject to their own inherent risks and the success of such Investments may be adversely impacted by, among other things: environmental risks and costs; labor costs and shortages; uncertain supply and price fluctuations in materials; increases in energy costs; labor disputes and work stoppages; leasing costs and the availability of equipment; heavy equipment demand and availability; contractor and subcontractor performance issues; worksite safety issues; project delays and cost overruns; extreme weather conditions; and social disruptions. As the investments are being made in mineral extraction technology, such investments will also be subject to risks of successful application, scaling and deployment of technology, acceptability of technology within the industry, availability of assets where technology could be applied, protection of intellectual property in relation to such technology, successful promotion of technology and success of competitor technology. Any material adverse change in the Company's financial position or a failure by the Company to successfully make investments in the manner currently contemplated, could have a corresponding material adverse change on the investments and, by extension, the Company.

For further details regarding risks and uncertainties facing the Company, please refer to "Risk Factors" in the Company's filing statement dated April 6, 2022 and its other continuous disclosure documents, copies of which may be found under the Company's SEDAR+ profile at www.sedarplus.com. The Company assumes no responsibility to update forward-looking statements in this press release except as required by law. Readers should not place undue reliance on the forward-looking statements and information contained in this press release and are encouraged to read the Company's continuous disclosure documents, which are available on SEDAR+ at www.sedarplus.ca.

For further information, please contact:

Braam Jonker - (604) 992-5600

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.

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