CoTec Holdings Corp. Announces Conversion of Amended and Restated Convertible Loans

Executive Summary

• CoTec Holdings Corp. has fully converted $4,000,000 in outstanding convertible loan principal into common equity, completely extinguishing the debt facility.
• The conversion was executed at $1.33 per share, resulting in the issuance of 3,007,518 common shares to the lenders.
• The transaction involves an insider lender (Kings Chapel) and qualifies for specific regulatory exemptions under MI 61-101, with all issued shares subject to a statutory hold period.

Key Details

• Principal Converted: $4,000,000 outstanding principal from the Amended and Restated Convertible Loans
• Conversion Price: $1.33 per Common Share
• Total Shares Issued: 3,007,518 Common Shares
• Share Allocation: 2,255,639 shares to Kings Chapel International Limited; 751,879 shares to Epic Capital Management Inc.
• Lenders: Kings Chapel International Limited and Epic Capital Management Inc.
• Related Party Status: Kings Chapel is an existing insider and Control Person; CEO Julian Treger is a beneficiary of a family trust associated with Kings Chapel.
• Regulatory Exemptions: Exempt from formal valuation requirements (MI 61-101 subsection 5.5(b)) and minority shareholder approval requirements (subsection 5.7(1)(a)) due to TSXV/OTCQX listing status and fair market value not exceeding 25% of market capitalization.
• Statutory Hold Period: All issued shares are subject to a hold period of four months plus one day from the original loan agreement date.
• Loan Status: Zero principal amount remains outstanding under the Amended and Restated Convertible Loans following the conversion.