CoTec Receives $2.25M From Warrant Exercise at 75 Cents

VANCOUVER, November 27, 2023 - CoTec Holdings Corp. (TSXV:CTH)(OTCQB:CTHCF) ("CoTec" or the "Company") is pleased to announce that it has received $2.25 million from the exercise of 3 million warrants at 75 cents (the "Warrant Exercise") by Kings Chapel International ("KCI").

Julian Treger, CoTec CEO, commented; "We continue to believe that CoTec's intrinsic value significantly exceeds the value reflected by its share price."

"We have made substantial progress over the past nine months in the execution of our strategy of becoming a low carbon resource producer despite challenging market conditions. We will work hard over the coming months to build on the progress made to date and to close the value gap between our stock price and the CoTec value proposition."

Early Warning Report

This press release is also being disseminated as required by National Instrument 62-103 - The Early Warning System and Related Take Over Bids and Insider Reporting Issuers in connection with the filing of an early warning report by KCI in respect of its ownership position in the Corporation. KCI is owned by an irrevocable discretionary trust associated with Julian Treger, the Corporation's Chief Executive Officer and a director of the Corporation.

Prior to the Warrant Exercise, (i) KCI owned or controlled 18,366,307 Common Shares representing approximately 34.72% of the 54,627,430 issued and outstanding Common Shares as well as 11,011,948 warrants to purchase Common Shares and (ii) Julian Treger owned or controlled 2,708,500 Common Shares representing approximately 4.96% of the issued and outstanding Common Shares as well as 2,731,371 options to purchase Common Shares and 2,303,500 warrants to purchase Common Shares.

Immediately following the private transaction, (i) KCI owned or controlled 21,366,307 Common Shares representing approximately 37.08% of the 57,627,430 issued and outstanding Common Shares as well as 8,011,948 warrants to purchase Common Shares and (ii) Julian Treger owned or controlled 2,708,500 Common Shares representing approximately 4.7% of the issued and outstanding Common Shares as well as 1,924,466 options to purchase Common Shares and 2,303,500 warrants to purchase Common Shares.

KCI and Mr. Treger hold Common Shares for investment purposes. Each of them has a long-term view of the investment and may acquire additional securities including on the open market or through private acquisitions or sell the securities including on the open market or through private dispositions in the future depending on market conditions, reformulation of plans and/or other relevant factors. Depending on market conditions, general economic and industry conditions, the Company's business and financial condition and/or other relevant factors, each such shareholder may develop such plans or intentions in the future.

A copy of the Early Warning Reports to be filed by KCI in connection with the transactions described above will be available on the Corporation's SEDAR+ profile at www.sedarplus.ca

The head office of the Corporation is located at Suite 428, 755 Burrard Street, Vancouver, BC V6Z 1X6.

KCI's address is No. 2 The Forum, Grenville Street, St. Helier, Jersey, JE1 4HH.

To obtain a copy of the Early Warning Report filed under National Instrument 62-103, please contact Braam Jonker at (604) 992-5600.

About CoTec

CoTec is a publicly traded investment issuer listed on the Toronto Venture Stock Exchange ("TSX- V") and the OTCQB and trades under the symbol CTH and CTHCF respectively. The Company is an environment, social, and governance ("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 transitions into a mid- tier mineral resource producer.

CoTec 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. The Company has made four investments to date and is actively pursuing operating opportunities where current technology investments could be deployed.

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" 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 and, in particular, the benefits from the warrant exercise and the Company's view on its intrinsic value. 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. 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 in the Company's other filings with Canadian securities regulators, copies of which may be found under the Company's SEDAR profile 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.

SOURCE: CoTec Holdings Corp.