Mr. Julian Treger reports

COTEC HOLDINGS CORP. ANNOUNCES CONVERSION OF AMENDED AND RESTATED CONVERTIBLE LOANS

Further to its news release dated June 8, 2026, having received final approval from the TSX Venture Exchange, Cotec Holdings Corp. has exercised its right to convert the full $4-million outstanding principal amount of its amended and restated convertible loan facilities with Kings Chapel International Ltd. and certain funds managed by Epic Capital Management Inc. into common shares of the company.

Pursuant to the conversion, at a conversion price of $1.33 per common share, the company has issued an aggregate of 3,007,518 common shares to the lenders, comprising 2,255,639 common shares issued to Kings Chapel and 751,879 common shares issued to Epic Capital. Following the conversion, no principal amount remains outstanding under the amended and restated convertible loans.

Kings Chapel is an existing insider and control person (as defined by the TSX-V rules) of the company. Julian Treger, a director of the company and its chief executive officer, is a beneficiary of a family trust associated with Kings Chapel. As a result, the conversion of the amended and restated convertible loan with Kings Chapel is a related party transaction subject to Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The conversion of the amended and restated convertible loan with Kings Chapel is exempt from the formal valuation requirements of MI 61-101 pursuant to Subsection 5.5(b) of MI 61-101 because the common shares are listed only on the TSX-V and OTCQX and is exempt from the minority shareholder approval requirements of MI 61-101 pursuant to Subsection 5.7(1)(a) of MI 61-101 because the fair market value of the common shares issued to Kings Chapel upon the conversion does not exceed 25 per cent of the company's market capitalization as determined in accordance with MI 61-101.

All common shares issued upon the conversion of the amended and restated convertible loans are subject to a statutory hold period of four months plus one day from the date of the amended and restated convertible loan agreement, in accordance with applicable securities legislation in Canada.

About Cotec Holdings Corp.

Cotec is redefining the future of resource extraction and recycling. Focused on rare earth magnets and strategic materials, Cotec integrates breakthrough technologies with strategic assets to unlock secure, sustainable and low-cost supply chains.

Cotec's mission is clear: accelerate the energy transition while strengthening strategic mineral supply chains for the countries the company operates in. By investing in and deploying disruptive technologies, the company delivers capital-efficient, scalable solutions that transform marginal assets, tailings, waste streams and recycled products into high-value critical minerals.

From its HyProMag USA magnet recycling joint venture in Texas to iron tailings reprocessing in Quebec to next-generation copper and iron solutions backed by global majors, Cotec is building a diversified portfolio with long-term growth, rapid cash flow potential and high barriers to entry. The result is a differentiated platform at the intersection of technology, sustainability and strategic materials.

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