CoTec Holdings converts amended convertible loans

VANCOUVER, BC / ACCESS Newswire / June 11, 2026 / CoTec Holdings Corp. (TSXV:CTH)(OTCQX:CTHCF) ("CoTec" or the "Company") is pleased to announce that, further to its news release dated June 8, 2026, having received final approval from the TSX Venture Exchange, it has exercised its right to convert the full $4,000,000 outstanding principal amount of its amended and restated convertible loan facilities (the "Amended and Restated Convertible Loans") with Kings Chapel International Limited ("Kings Chapel") and certain funds managed by Epic Capital Management Inc. ("Epic Capital", and together with Kings Chapel, the "Lenders") into common shares of the Company ("Common Shares"). Pursuant to the conversion, at a conversion price of $1.33 per Common Share, the Company has issued an aggregate of 3,007,518 Common Shares to the Lenders, comprised of 2,255,639 Common Shares issued to Kings Chapel and 751,879 Common Shares issued to Epic Capital. Following the conversion, no principal amount remains outstanding under the Amended and Restated Convertible Loans.

Kings Chapel is an existing insider and Control Person (as defined by the TSXV Rules) of the Company. Julian Treger, a director of the Company and its Chief Executive Officer, is a beneficiary of a family trust associated with Kings Chapel. As a result, the conversion of the Amended and Restated Convertible Loan with Kings Chapel is a related party transaction subject to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101").

The conversion of the Amended and Restated Convertible Loan with Kings Chapel 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 TSXV and OTCQX, and is exempt from the minority shareholder approval requirements of MI 61-101 pursuant to subsection 5.7(1)(a) of MI 61-101 because the fair market value of the Common Shares issued to Kings Chapel upon the conversion does not exceed 25% of the Company's market capitalization as determined in accordance with MI 61-101. All Common Shares issued upon the conversion of the Amended and Restated Convertible Loans are subject to a statutory hold period of four months plus a day from the date of the Amended and Restated Convertible Loan agreement, in accordance with applicable securities legislation in Canada. About CoTec 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 we operate 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 in Québec, 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. For more information, 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, its investments and the Offerings which are not historical facts are "forward-looking statements" that involve risks and uncertainties, including statements relating to the Corporation's expectations with respect to its draw down of the Amended and Restated Convertible Loans and the use of proceeds therefrom.