CoTec Holdings Corp. Announces Non-brokered Private Placement

Rhea-AI Summary

CoTec Holdings Corp. announces a non-brokered private placement of up to 6,000,000 units at $0.50 per unit, aiming for gross proceeds of $3,000,000. The funds will be used for investment commitments and working capital. Kings Chapel International is expected to participate in the placement. The closing is subject to regulatory approvals.

Positive

• CoTec Holdings Corp. is raising funds through a non-brokered private placement, indicating a positive move towards strengthening its financial position.
• The private placement offering of up to 6,000,000 units at $0.50 per unit shows the company's confidence in its future prospects.
• The participation of Kings Chapel International in the private placement demonstrates existing insider support and confidence in the company's potential.
• The use of gross proceeds for pending investment commitments and working capital purposes indicates a strategic allocation of funds for growth and operational needs.
• The exemption from formal valuation requirements and minority shareholder approval for the private placement streamlines the process, potentially expediting the funding acquisition.
• The statutory hold period of four months plus a day for securities issued to Canadian investors ensures compliance with applicable securities legislation, providing transparency and regulatory adherence.

Negative

• None.

VANCOUVER, BC / ACCESSWIRE / April 17, 2024 / CoTec Holdings Corp. (TSXV:CTH)(OTCQB:CTHCF) (the "Corporation") is pleased to announce that it intends to complete a non-brokered private placement of up to 6,000,000 units (each, a "Unit") at a price of $0.50 per Unit for gross proceeds of up to $3,000,000 (the "Private Placement"). Each Unit will consist of one common share in the capital of the Corporation (each a "Common Share") and one Common Share purchase warrant (each a "Warrant"). Each Warrant will entitle the holder to purchase one Common Share at an exercise price of $1.05 for a period of 12 months following the issuance of the Units. The Corporation will use the gross proceeds of the Private Placement to fund pending investment commitments and for working capital purposes.

Kings Chapel International Limited ("Kings Chapel") is expected to participate in the Private Placement. Kings Chapel is an existing insider and Control Person (as defined by TSX Venture Exchange Rules) of the Corporation. Julian Treger, a director of the Corporation and its Chief Executive Officer, is a beneficiary of a family trust associated with Kings Chapel. In addition, other insiders of the Corporation may also participate in the Private Placement. As a result, the Private Placement is expected to be a related party transaction subject to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Private Placement will be 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 Venture Exchange (the "TSXV") 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 neither the fair market value of the Units to be issued to related parties nor the consideration to be paid by related parties pursuant to the Private Placement is expected to exceed 25% of the Corporation's market capitalization as determined in accordance with MI 61-101.

Closing of the Private Placement is subject to the Corporation obtaining all necessary corporate and regulatory approvals, including approval of the TSXV. All securities issued to Canadian investors in connection with the Private Placement will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation in Canada. The Corporation may pay finders' fees in connection with a Private Placement and in accordance with the policies of the TSX Venture Exchange.

About CoTec

CoTec is a publicly traded investment issuer listed on the Toronto Venture Stock Exchange ("TSX- V") and the OTCQB and trades under the symbol CTH and CTHCF respectively. The Company is an environment, social, and governance ("ESG")-focused company investing in innovative technologies. These technologies 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 transitions into a mid-tier mineral resource producer.

CoTec 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. The Company has made four investments to date and is actively pursuing operating opportunities where current technology investments could be deployed.

For further information, please contact:

Braam Jonker - (604) 992-5600

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 management's expectations with respect to 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.

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.

NOT FOR DISTRIBUTION TO THE U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

SOURCE: CoTec Holdings Corp.

View the original press release on accesswire.com

FAQ

How many units are being offered in CoTec Holdings Corp.'s private placement?

CoTec Holdings Corp. is offering up to 6,000,000 units in its private placement.

What is the price per unit in CoTec Holdings Corp.'s private placement?

The price per unit in CoTec Holdings Corp.'s private placement is $0.50.

What is the intended gross proceeds of CoTec Holdings Corp.'s private placement?

CoTec Holdings Corp. aims to raise gross proceeds of up to $3,000,000 through its private placement.

Who is expected to participate in CoTec Holdings Corp.'s private placement?

Kings Chapel International is expected to participate in CoTec Holdings Corp.'s private placement.

What will the funds from the private placement be used for?

The funds from the private placement will be used for pending investment commitments and working capital purposes.

What approvals are required for the closing of CoTec Holdings Corp.'s private placement?

The closing of CoTec Holdings Corp.'s private placement is subject to obtaining all necessary corporate and regulatory approvals, including approval of the TSX Venture Exchange.

What is the statutory hold period for securities issued to Canadian investors in connection with the private placement?

Securities issued to Canadian investors in connection with the private placement will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation in Canada.