CEO.CA Chairman's Briefing

VANCOUVER, BC / ACCESSWIRE / February 3, 2023 / This press release is 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 early warning reports (the "Early Warning Reports") by Kings Chapel International Limited ("Kings Chapel"), John Conlon and Braam Jonker in respect of their ownership positions in CoTec Holdings Corp. (TSXV:CTH) (the "Corporation").

On February 2, 2022, the Corporation announced that it had completed a third closing of a non-brokered private placement (the "Private Placement") of units at a price of $0.50 per unit ("Units"). Each Unit consisted of one common share of the Corporation (a "Common Share") and one warrant to purchase a Common Share at a price of $0.75 per share for a period of 12 months from the date of issuance. Upon completion of the Private Placement, there were 47,474,220 Common Shares outstanding.

Kings Chapel, which is owned by an irrevocable discretionary trust associated with Julian Treger (CoTec's Chief Executive Officer and a director of CoTec) and Mr. Conlon purchased Units under the Private Placement. Mr. Treger also purchased Units under the Private Placement and may be considered to be acting jointly with Kings Chapel in respect of the acquisition and voting of Common Shares. Mr. Jonker did not participate in the Private Placement but has recently acquired Common Shares in open market purchases over the TSX Venture Exchange.

The number of Common Shares beneficially owned on an undiluted basis by each of Kings Chapel, Mr. Conlon and Mr. Jonker and their joint actors, immediately prior to and immediately after the Private Placement, along with the percentage of outstanding Common Shares represented by such Common Shares is set out below:

Notes:

(1) Based on 38,489,316 Common Shares outstanding.

(2) Based on 47,474,220 Common Shares outstanding.

(3) Consists of 6,304,359 Common Shares owned by Kings Chapel and 405,000 Common Shares owned by Julian Treger. Kings Chapel also held 1,698,2999 warrants to purchase Common Shares and Mr. Treger held 200,000 warrants and 1,924,466 options to purchase Common Shares. On a partially-diluted basis, Kings Chapel and Mr. Treger collectively owned 26.14% of the outstanding Common Shares.

(4) Consists of 11,516,307 Common Shares owned by Kings Chapel and 2,708,500 Common Shares owned by Julian Treger. Kings Chapel also held 1,698,2999 warrants to purchase Common Shares and Mr. Treger held 2,503,500 warrants and 1,924,466 options to purchase Common Shares. On a partially-diluted basis, Kings Chapel and Mr. Treger collectively own 47.63% of the outstanding Common Shares.

(5) Mr. Conlon and joint actors also held 130,919 warrants. On a partially-diluted basis, Mr. Connon and joint actors owned 16.08% of the outstanding Common Shares.

(6) Mr. Conlon and joint actors also hold 180,919 warrants. On a partially-diluted basis, Mr. Connon and joint actors own 13.24% of the outstanding Common Shares.

(7) Mr. Jonker and joint actors also held 200,000 warrants. On a partially-diluted basis, Mr. Jonker and joint actors owned 19.67% of the outstanding Common Shares.

(8) Mr. Jonker and joint actors also hold 200,000 warrants. On a partially-diluted basis, Mr. Jonker and joint actors own 15.96% of the outstanding Common Shares.

Kings Chapel, Mr. Treger, Mr. Conlon and Mr. Jonker 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 Kings Chapel, Mr. Conlon and Mr. Jonker in connection with the transactions described above will be available on the Corporation's SEDAR profile at www.sedar.com.

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

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

Mr. Conlon's address and Mr. Jonker's address is c/o the Corporation at Suite 428, 755 Burrard Street, Vancouver, BC V6Z 1X6.

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

SOURCE: CoTec Holdings Corp.