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Cotec Holdings Corp. Announces Closing Of Private Placement


September 8, 2021

Vancouver, British Columbia – CoTec Holdings Corp. (TSX-V: CTH.H) (“CoTec” or the "Company") is pleased to announce that, further to the Company’s news release dated August 12, 2021, it has closed its non-brokered private placement offering (the "Private Placement") of units of the Company (each, a "Unit"). The Company issued an aggregate of 4,040,404 Units at a price of $0.12375 per Unit for gross proceeds of $500,000.

Each Unit consists of one common share of the Company (a “Share”) and one non-transferable common share purchase warrant (a "Warrant"). Each Warrant entitles the holder to acquire one Share at a price of C$0.165 for a period of 12 months following the date of issuance.

The proceeds from the Private Placement are expected to be used by the Company for general working capital and corporate purposes.

All securities issued or issuable under the Private Placement are subject to a four month hold period expiring on January 8, 2022 in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside of Canada. The Private Placement is subject to receipt of final approval of the TSX Venture Exchange.

Early Warning Disclosure Pursuant to National Instrument 62-103

Immediately prior to the closing of the Private Placement, Kings Chapel International Limited (“Kings Chapel”), held no securities in the capital of the Company. Upon closing the Private Placement, Kings Chapel holds 2,303,030 Shares and 2,303,030 Warrants, representing approximately 9.99% of the issued and outstanding Shares on a non-diluted basis and 18.2% of the issued and outstanding Shares on a partially diluted basis assuming exercise of the Warrants held by Kings Chapel.

The Shares and Warrants were acquired by Kings Chapel for investment purposes and with a long-term view of the investment. Kings Chapel may acquire additional securities of the Company either on the open market or through private acquisitions or sell securities of the Company either on the open market or through private dispositions in the future, depending on market conditions, reformulation of plans and/or other relevant factors.

A copy of the Early Warning Reports prepared in connection with the acquisition of the Shares and Warrants held by Kings Chapel will be available on the Company’s SEDAR profile or by contacting Kings Chapel at c/o Ian Ferguson + 44 1534 823000 - No. 2, The Forum, Grenville Street, St. Helier, Jersey JE1 4HH.

This press release shall not constitute an offer to sell or solicitation of an offer to buy the securities in any jurisdiction. The securities will not be and have not been registered under the United States Securities Act of 1933 and may not be offered or sold in the {D0272797:6} - 2 - United States absent registration or applicable exemption from the registration requirements.

About CoTec Holdings Corp.

CoTec Holdings Corp. is a publicly trading mining issuer currently listed on the NEX Board of the TSXV.

For further information, please contact:

CoTec Holdings Corp.

Attention: Braam Jonker
Phone: 604-992-5600

Neither the 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 release.

Cautionary Note Regarding Forward-Looking Statements: Certain disclosure in this release may constitute “forward-looking information” within the meaning of Canadian securities legislation. In making the forward-looking statements in this release, the Company has applied certain factors and assumptions that the Company believes are reasonable. However, the forward-looking statements in this release are subject to numerous risks, uncertainties and other factors that may cause future results to differ materially from those expressed or implied in such forward-looking statements. Such uncertainties and risks include, among others, financing risks, delays in obtaining or inability to obtain required regulatory approvals and the use of the proceeds from the Private Placement. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Readers are cautioned not to place undue reliance on forward-looking statements. The Company does not intend, and expressly disclaims any intention or obligation to, update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law.

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