News

Vancouver, British Columbia – February 28, 2022 – CoTec Holdings Corp. (TSXV: CTH.H) (“CoTec” or the “Company”) is pleased to announce the following updates with respect to its previously announced proposed change of business from mineral exploration to an investment issuer (the “Proposed COB”) under the rules of the TSX Venture Exchange (“TSXV”):

• it has submitted its filing statement and related materials to the TSXV for review;

• it has entered into a binding subscription agreement with Basic Industries Venture Fund I, LP (“BIVF”) in respect of its previously announced intention to invest between AUS$2 million and AUS$10 million in BIVF in connection with the Proposed COB along with a binding relationship deed with RFC Ambrian Group Limited (“RFC Ambrian”) pursuant to which the Company will have certain co-investment rights with respect to investments by RFC Ambrian in projects that utilize technologies in which BIVF has invested;

• it has entered into an amendment to its previously announced subscription agreement with Binding Solutions Limited (“BSL”) pursuant to which (i) the amount of the first tranche of its investment has been fixed at US$2M, (ii) the financing condition associated with its initial investment has been deleted and (iii) the amount of the second tranche of its investment has been changed to between US$1M – US$3M (at the Company’s discretion) and the second tranche of the investment is now conditional upon the Company having raised gross equity financing proceeds of at least C$12M; and

• the second closing of the Company’s previously announced private placement of subscription receipts is now expected to occur on or about March 11, 2022.

For further details regarding the Proposed COB and the private placement, please refer to the Company’s press releases dated December 10, 2021, January 26, 2022 and February 10, 2022.

The Company is also pleased to announce that it has entered into an exclusivity agreement (the “Exclusivity Agreement”) with US based MagIron LLC (“MagIron”). Under the Exclusivity Agreement, CoTec has been given the exclusive right to negotiate a potential investment in MagIron for a specified period of time (the “Proposed Transaction”).

MagIron has secured the rights to purchase an iron ore concentrator in Minnesota which includes proprietary technology that allows for improved efficiencies in iron ore concentrate production and is also working towards restarting a pelletizing plant in Indiana. MagIron has recently completed laboratory testing at an independent mineral research lab in northern Minnesota that indicated that the proprietary patented flotation technology that MagIron will deploy at the Minnesota facility could be capable of producing Direct Reduction (“DR”) quality iron ore concentrate with less than 2.0% silica content.

Once refurbished, CoTec believes that the MagIron assets could allow for the production of DR grade iron ore concentrate from existing tailings and reclamation dumps at the Minnesota facility which could be used to produce DR grade iron ore pellets at the Indiana facility. If successful, CoTec will also investigate the possible application of cold agglomeration technology from its proposed BSL investment to the pellet production process to improve the economics of the project, while significantly reducing carbon emissions. This could result in a production process that utilizes tailings facilities and new technology to produce iron ore pellets that are focused on both reclamation of legacy environmental liabilities and the elimination of Greenhouse Gas emissions, which CoTec believes will be a critical input for the creation of green steel.

“We are very excited by the indicative value proposition of the MagIron opportunity as well as the potential for the introduction of carbon limiting technology to this process. MagIron secured these assets at a nominal value compared to the original capital development cost for their initial owners. Deep value acquisitions and green technology are at the core of the CoTec business ethos”, said Julian Treger, CoTec’s CEO Designate. “We are hopeful that we will be in a position to complete our change of business transaction soon, and in anticipation of that, we are shifting our focus to the next phase of our growth strategy, being the identification and acquisition of significant growth opportunities for CoTec. MagIron is a good example of the types of additional investment we intend to pursue and illustrates our ability to identify and acquire discounted assets and add economic value through the deployment of technology within the CoTec portfolio”.

The Potential Transaction does not form part of the Proposed COB but represents one of the additional investment opportunities the Company intends to pursue following completion of the Proposed COB. There can be no assurance that the Potential Transaction will be completed on any given terms or at all. Completion of the Potential Transaction would be subject to, among other things, negotiation and execution of a definitive investment agreement, the Company’s completion of one or more additional financing transactions to raise the funds required to fund the Potential Transaction and the receipt of all necessary regulatory approvals including TSXV approval.

For further information, please contact:

Braam Jonker – (604) 992-5600

Braam.jonker@cotec.ca

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 the expectation that the Proposed COB and subscription receipt financing Placement will be completed on the terms described herein or otherwise, as well as management’s expectations with respect to CoTec’s ability to identify and secure additional investment opportunities and 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.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed COB, any information released or received with respect to the Proposed COB may not be accurate or complete and should not be relied upon.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed COB or proposed transactions and has neither approved nor disapproved the contents of this press release.

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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