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CoTec Holdings Corp. Announces Normal Course Issuer Bid

Vancouver, British Columbia – January 23, 2024 – CoTec Holdings Corp. (TSX-V: CTH; OTCQB: CTHCF) (the “Corporation”), announced today that it has filed with the TSX Venture Exchange (the “TSXV”), and the TSXV has accepted, a notice of intention to commence a normal course issuer bid (the "NCIB") for its common shares (the “Shares”). The Corporation’s board of directors believes that purchases of the Shares at below the Corporation’s view of their intrinsic value are an attractive investment opportunity, a desirable use of the Corporation’s available capital, and in the best interests of the Corporation and its shareholders.

Under the NCIB, the Corporation is entitled to purchase up to 3,011,325 Shares, representing 5% of the Corporation's issued and outstanding Shares. The NCIB will commence on January 29, 2024 and terminate on the earliest to occur of (i) January 28, 2025, (ii) the date on which the maximum number of Shares that can be acquired pursuant to the NCIB have been purchased, or (iii) such earlier date on which the Corporation provides notice of termination of the NCIB. The actual number of Shares that may be purchased under the NCIB and the timing of any such purchases will be determined by the Corporation.

The Corporation has engaged PI Financial Corp. to act as its broker for the NCIB (the “Broker”). The NCIB will be made through the facilities of the TSXV and the purchase and payment for the Shares will be made from the Corporation’s existing working capital at the market price of the applicable securities at the time of acquisition, plus brokerage fees, if any, charged by the Broker. All Shares purchased by the Corporation under the NCIB will be cancelled.

To the Corporation’s knowledge, none of the directors, senior officers or insiders of the Corporation, or any associate of such person, or any associate or affiliate of the Corporation, has any present intention to sell any securities to the Corporation during the course of the NCIB.

A copy of the Form 5G – Notice of Intention to make a Normal Course Issuer Bid filed by the Corporation with the TSXV in respect of the NCIB can be obtained from the Corporation upon request without charge.

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 Corporation 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 Corporation 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 Corporation 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 Corporation’s business which are not historical facts are "forward-looking statements" that involve risks and uncertainties, including statements relating to management’s expectations with respect to the adoption of new technologies across the mineral extraction industry and the benefits to the Corporation 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.

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.

1381-7495-3993

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