Mr. Ray Paquette of International Zeolite reports

INTERNATIONAL ZEOLITE AND COTEC HOLDINGS ANNOUNCE STRATEGIC ALLIANCE

Cotec Holdings Corp. has agreed to make a $2-million strategic investment in International Zeolite Corp. to support its go-to-market activities in the agricultural and green tech segments.

Cotec and International Zeolite share similar visions and objectives and are focused on creating a portfolio of green disruptive technologies that are high margin, eco-friendly and deliver reductions in carbon emissions. The investment from Cotec is expected to fast-track International Zeolite's ability to move rapidly to full commercialization, marketing and sales capabilities for its disruptive agricultural products and solutions. The financing will support the construction of International Zeolite's first Nerea production facility to be in Ontario, Canada, with an expected completion date of March, 2023. In addition to its financial investment, Cotec will support International Zeolite through the involvement of its management team, which collectively has extensive global reach and expertise in green technologies.

"We are excited to partner with IZ and support their efforts to commercialize its proprietary Nerea technology," commented Julian Treger, chief executive officer of Cotec. "Fertilizer is a major contributor to global CO2 [carbon dioxide] emissions and Nerea is exactly the type of breakthrough the agricultural industry needs to reduce its carbon footprint -- independent studies have shown that it could improve the efficacy of fertilizer by a factor of up to eight and reduce plant and crop growth cycles by as much as 25 per cent. Additionally, at a time of conflict in Ukraine, Nerea could significantly reduce the Western world's fertilizer needs and its exposure to higher-risk jurisdictions for much needed supply. Our investment will give us a substantial interest in IZ and we intend to work closely with the IZ management team to help them aggressively roll out this exciting technology."

"We are very pleased to partner with Cotec and are excited to commence the commercialization of Nerea products," said Ray Paquette, International Zeolite chief executive officer. "Once our products are established in Canada, we will roll it out to the other jurisdictions where we have secured exclusivity."

Nerea

Nerea is International Zeolite's proprietary on-demand grow system designed for all agricultural sectors: nurseries, greenhouses, horticultural growers and outdoor growers. It embeds into zeolite particles all the macronutrients and micronutrients needed by plants to grow healthy and effectively. It is a demand-driven system that allows plants to receive nutrients based on their need and at the time the plant needs it. Independent trials and validation studies show that Nerea decreases crop time resulting in additional crops for growers thus increasing grower ROI (return on investment), reduces the overall requirements for fertilizer by up to 80 per cent resulting in much lower input costs for growers and reduces greenhouse gases significantly through the reduction of fertilizer consumption. International Zeolite has secured the rights to manufacture, market and sell Nerea in Canada and the United States for a period of 20 years from approval of the Nerea intellectual property in the relevant jurisdictions and global exclusivity arrangements are pending.

Transaction terms

Cotec has signed a subscription agreement to purchase 13,333,334 units from International Zeolite on a private placement basis at a price of 15 cents per unit for an aggregate subscription of $2-million. Kings Chapel International, a company associated with Mr. Treger, is also a party to the agreement and will subscribe for two million units, providing International Zeolite with aggregate subscription proceeds of $2.3-million. Each unit will consist of one common share of the company and one common share purchase warrant. Each warrant will be exercisable for one common share at a price of 18 cents for 12 months from the closing date, which if exercised provides an additional $2.76-million in operating capital for International Zeolite.

Of the net proceeds of the private placement, $170,000 will be used to repay shareholder loans owing to Mr. Paquette, the CEO of the company, and his affiliates, and the balance will be used to finance the commercialization of Nerea products for manufacturing, marketing and sales in Canada and for working capital purposes.

Pursuant to the subscription agreement, Cotec and Kings Chapel have each agreed to provide up to $300,000 in bridge loan financing to International Zeolite. Cotec agreed to advance its financing concurrently with the execution of the subscription agreement and Kings Chapel will advance its bridge loan upon the satisfactory completion of its due diligence review of International Zeolite. The bridge loan bears interest at 7 per cent per annum and is repayable on the earlier of Nov. 21, 2024, closing of the private placement and a change of control of International Zeolite. The bridge loan is secured by a first-ranking charge in favour of Cotec over all of International Zeolite's assets. Amounts outstanding under the bridge loan will be credited toward the amount payable by Cotec and Kings Chapel upon completion of the private placement.

Upon completion of the private placement:

• Cotec and International Zeolite will enter into an investor rights agreement pursuant to which Cotec will have customary pre-emptive rights to participate in future equity issuances by International Zeolite and the right to appoint two members of International Zeolite's board of directors.
• Cotec and Mr. Paquette, the CEO and a director of International Zeolite, will enter into a debenture call agreement pursuant to which Cotec will have the right to purchase all or any part of the convertible debentures at a price equal to 100 per cent of the outstanding principal amount under the purchased convertible debentures at any time or from time to time until July 31, 2023.
• Cotec will own 23.6 per cent of the issued and outstanding common shares and 38.1 per cent of the outstanding common shares on a partially diluted basis (assuming the exercise of all of its warrants).

As required by the policies of the TSX Venture Exchange, International Zeolite will seek disinterested shareholder approval at its annual and special shareholder meeting to be held on Jan. 4, 2023, for a resolution to approve Cotec or Kings Chapel becoming a control person of International Zeolite. The directors and officers of International Zeolite, who currently own 20.6 per cent of the outstanding common shares, have agreed to vote all of their common shares in favour of this resolution.

Completion of the private placement is subject to a number of conditions, including receipt of International Zeolite shareholder approval and all necessary TSX-V approvals, Cotec completing its due diligence investigations of International Zeolite and being satisfied with the results of such investigations in its sole discretion, receipt of all necessary regulatory approvals for the sale of Nerea in the United States, the absence of any material adverse effect in respect of International Zeolite, and other customary conditions.

Debt exchange

Mr. Paquette, the CEO and a director of International Zeolite, and an affiliated company currently hold two promissory notes of International Zeolite in the original principal amounts of $243,000 and $793,000, respectively. As of Nov. 14, 2022, the aggregate amounts owing under the promissory notes (including accrued and unpaid interest) were $266,061.70 and $881,261.54, respectively. In addition, International Zeolite currently owes an affiliated company of Mr. Paquette $108,000 in unpaid management fees. Mr. Paquette and International Zeolite have entered into a debt exchange agreement pursuant to which International Zeolite's obligations under the promissory notes and the unpaid management fees will be satisfied in exchange for the issuance to Mr. Paquette and his affiliated company of convertible debentures in the aggregate principal amount of $1,255,323.23.

Each convertible debenture will bear interest at the prime rate of interest published by Royal Bank of Canada plus 2 per cent. The convertible debenture held by Mr. Paquette will be payable in five equal annual instalments starting on June 30, 2023, and ending on June 30, 2027. The convertible debenture held by Mr. Paquette's affiliated company will be payable in two equal annual instalments on June 30, 2023, and June 30, 2024. The principal amount outstanding under the convertible debentures will also be convertible, at any time and from time to time, at the option of the holder, into common shares based on a conversion price of 15 cents per share, subject to customary adjustments.

The debt exchange transaction and the issuance of the convertible debentures are subject to TSX-V approval. The debt exchange transaction is a related-party transaction as defined under Multilateral Instrument 61-101. Because International Zeolite's shares trade only on the TSX-V, the issuance of the convertible debentures is exempt from the formal valuation requirements of Section 5.4 of MI 61-101 pursuant to Subsection 5.5(b) of MI 61-101 and exempt from the minority approval requirements of Section 5.6 of MI 61-101 pursuant to Subsection 5.7(a) of MI 61-101.

All securities issued under the private placement and the debt exchange transaction are subject to a hold period of four months plus a day, in accordance with applicable securities laws and the policies of the TSX-V.

About International Zeolite Corp.

International Zeolite's mission is to produce a line of high-value top-tier performance natural zeolite products and solutions. It believes that real change comes from the ground up. Its focused aim is to utilize the naturally occurring zeolite mineral to innovate commercial agriculture, industry and consumer practices that outperform their competition and are better for the environment and world populations. Its purpose-driven zeolite solutions represent a new era of Earth conscious environmental science that will relentlessly seek to transform agriculture, industry and households to safer, sustainable, superior means of operation.

About Cotec Holdings Corp.

Cotec is an ESG-focused (environmental, social and governance) 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 seeks to transition into a mid-tier mineral resource producer. The company 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.

We seek Safe Harbor.