CoTec Holdings Corp. Files Second Quarter Financial Statements and MD&A

CoTec Holdings Corp. (TSXV:CTH)(OTCQB:CTHCF) ("CoTec" or the "Company") is pleased to announce that it has filed its unaudited interim condensed consolidated financial statements and the accompanying management discussion and analysis ("MD&A") for the three and six months ended June 30, 2025. The financial statements and MD&A can be accessed under the Company's SEDAR+ profile at www.sedarplus.ca.

Julian Treger, CoTec CEO commented: "CoTec delivered another quarter of strong operational and financing progress across our portfolio. At HyProMag USA LLC ("HyProMag USA"), CoTec's U.S.-based rare earth permanent magnet recycling and manufacturing joint venture, the detailed design and engineering ("DDE") phase remains on schedule and within budget, following the engagement of PegasusTSI Inc. and BBA USA Inc. as our EPCM partners in April. We also received a letter of interest from the U.S. Export-Import Bank for potential financing of up to US$92 million - a significant milestone as we advance towards final site selection.

Our Quebec based Lac Jeannine iron ore tailings and reclamation project continues to progress, permitting for the 2025 drilling program was secured and drilling commenced at the Lac Jeannine Project site on August 4, 2025. This drilling campaign aims to increase the size of the mineral resource and potentially double the life-of-mine without additional capex, unlocking substantial upside potential. In advance of the upcoming feasibility study, we are studying the application of the Salter Cyclone Multi-Gravity Separators ("MGS") technology for the recovery of additional iron ore from the project.

Our other portfolio companies also achieved important milestones - Ceibo Inc. ("Ceibo"), CoTec's investment in low-carbon copper heap leaching technology, continues to progress scaled up testing at Glencore's Lomas Bayas mine and produced its first copper cathode at a demonstration plant at Compañía Minera San Gerónimo, and MagIron LLC ("MagIron"), CoTec's 16.6% stake in a U.S. based iron ore concentrator with more than 20 years of feedstock, made steady progress toward completion of its NI 43-101 feasibility study.

The second quarter also saw notable financing activity, with the launch of our Listed Issuer Financing Exemption offering and concurrent private placement. Subsequent to quarter-end the financing closed and was 35% oversubscribed, raising total gross proceeds of $13.5 million. Additionally, during August we secured a further $6.6 million in convertible loan facilities to support future growth, and further strengthened our balance sheet by converting $6.85 million of existing convertible debt into equity and repaying $0.5 million of accrued interest."

The Company reported a net loss of $4.0 million for the quarter, driven mainly by non-cash foreign exchange and accounting adjustments to equity investments and embedded derivatives ($2.3 million), as well as share-based compensation ($0.4 million).

Highlights for the quarter include:
Operational

• Invested US$449,795 into MagIron to maintain undiluted equity interest
• Engaged PegasusTSI Inc. and BBA USA Inc. as EPCM providers for HyProMag USA; the DDE phase remains on track and within budget
• Achieved further technical milestones at Maginito Ltd. - CoTec's 20.6% investment in rare earth magnet recycling and production in the UK and Germany and CoTec's JV partner in HyProMag USA, as piloting in the UK ramped up in advance of commercial rare earth magnet production in the UK, Germany, and USA
• Received U.S. Export-Import Bank LOI for potential financing of up to US$92 million with a 10-year tenor for HyProMag USA
• Secured permits and engaged contractor for the Lac Jeannine 2025 drill program; drilling commenced August 4, 2025
• Ceibo produced first copper cathode at demonstration scale with Compañía Minera San Gerónimo
• MagIron progressed toward NI 43-101 report completion (expected September 2025)

Corporate

• Announced LIFE Offering and concurrent private placement of up to $10 million; post quarter-end, completed oversubscribed financing for total gross proceeds of $13.5 million
• Drew down $250,000 (April 16, 2025), $250,000 (April 28, 2025), and $500,000 (May 15, 2025) under Kings Chapel Convertible Loan Agreement

About CoTec

CoTec is a publicly traded investment issuer listed on the TSX Venture Exchange ("TSX-V") and the OTCQB and trades under the symbols CTH and CTHCF respectively. CoTec Holdings Corp. 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 employs 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.

Please visit www.cotec.ca.

For further information, please contact:

Braam Jonker - (604) 992-5600

Forward-Looking Information Cautionary Statement

Statements in this press release regarding the Company and its investments which are not historical facts are "forward-looking statements" which involve risks and uncertainties, including statements relating to the roll out of its HyProMag USA and Lac Jeannine projects and its investments in MagIron, Ceibo, BSL and Salter, as well as management's expectations with respect to other 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 and unknown risks and uncertainties affecting the Company, including but not limited to resource and reserve risks; 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. 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, a copy of which may be found under the Company's SEDAR+ profile at www.sedarplus.ca" target="_blank" rel="noopener noreferrer">www.sedarplus.ca" target="_blank" rel="noopener noreferrer">www.sedarplus.ca. 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 news release and are encouraged to read the Company's continuous disclosure documents which are available on SEDAR+ at www.sedarplus.ca.

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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