COTEC HOLDINGS CORP. COMPLETES HIS CHANGE OF ACTIVITY

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VANCOUVER, BC /ACCESSWIRE/April 13, 2022/ CoTec Holdings Corp. (TSX-V: CTH) (the “Company”) is pleased to announce that it has completed its previously announced business change plan from mining exploration to an investment issuer (the “COB”) ) under the rules of the TSX Venture Exchange (“TSXV”). The Company expects its common shares (the “Common Shares”) to resume trading on the TSX Venture Exchange as a Level 2 investment issuer on April 19, 2022.

Julian Treger, CEO of the company, said: “We are delighted to have completed this process and can now focus our full attention on growing our business for the benefit of our investors and other stakeholders. We are very excited about the future of CoTec, as our efforts to date have revealed many exciting opportunities for us. CoTec is certainly in the right space at the right time.”

As part of the realization of the COB:

  • all 11,390,593 subscription receipts (“Subscription Receipts”) issued by the Company pursuant to the previously announced private placement at a price of $0.55 per Subscription Receipt (the “Financing”) were exchanged for units consisting of one common share of the Company (“Common Shares”) and one warrant, each warrant entitling its holder to purchase one common share at a price of $0.75 per share until the 12 April 2023; and

  • the Company completed the initial tranche of its investment in Binding Solutions Limited (“BSL”) by purchasing US$2.0 million of common shares of BSL.

As previously announced, the Company has also signed a subscription agreement relating to a capital commitment of between A$2.0 million and A$10.0 million in Basic Industries Venture Fund I, LP (“BIVF”). The Company understands that BIVF expects to close an initial closing of the fund and begin raising capital in the second quarter of 2022.

Julian Treger has been appointed Chief Executive Officer of the Company and Braam Jonker has been appointed Chief Financial Officer and Secretary. They replace respectively Hendrik Dietrichsen and Damien Forer, who have resigned from their positions within the Company. The Company thanks Messrs. Dietrichsen and Forer for their efforts on behalf of the Company over the past few years and wish them well in their future endeavours.

Margot Naudie has also been appointed to the Company’s Board of Directors.

As a result of the above changes, the management team and the Board of Directors of the Company are now composed of:

  • Julian Treger – Director, President and CEO

  • Lucio Genevose – Non-Executive Director and Independent Chairman of the Board

  • Braam Jonker – Administrator, Chief Financial Officer and Corporate Secretary

  • John Conlon – Non-Executive Director

  • Tom Albanese – Non-Executive Director

  • Margot Naudie – Non-Executive Director

After the exchange of subscription receipts, the Company has 34,448,912 common shares issued and outstanding, of which:

  • Bram Jonker owns or controls 7,131,611 common shares (20.70% of the amount outstanding);

  • John Conlon owns or controls 6,080,971 common shares (17.65% of the amount outstanding); and

  • Kings Chapel International Limited owns or controls 4,001,329 ordinary shares (11.62% of the amount outstanding).

The Company also announces that, in connection with the implementation of the change of activity, it has granted a total of 811,912 stock options to certain of its directors and officers. These stock options will be exercisable at a price equal to the closing price of the common shares on the first day following the resumption of trading on the TSXV and are valid for a period of one year to ten years.

Finally, based on a post-closing reconciliation of subscriptions received by the Company for the Subscription Receipts, the Company wishes to provide the following updates to the Filing Statement (as defined below) and its Disclosure previous one relating to financing:

  • The number of subscription receipts issued under the negotiated portion of the financing was 3,220,441, rather than 2,363,636 as previously reported.

  • The number of subscription receipts issued under the non-brokered portion of the financing was 8,170,152, rather than 9,026,957 as previously reported.

  • Due to the increased size of the negotiated portion of the financing, the total compensation paid to Odeon Capital Group LLC, as agent, was cash compensation of $88,330.07 and warrants to purchase 160,600 shares shares, rather than $70,500 and 128,181 warrants as previously indicated.

  • Due to rounding, the number of finder’s mandates issued to Canaccord Genuity Corp. was 72,395 instead of 72,394 as previously disclosed.

For further details regarding the change in business, please refer to the Company’s Filing Statement dated April 6, 2022 (the “Filing Statement”), a copy of which may be viewed under the Company’s SEDAR profile at the address www.sedar.com.

For more information, please contact:

Braam Jonker – (604) 992-5600

Caution Regarding Forward-Looking Information

Statements in this press release regarding the Company’s business that are not historical facts are “forward-looking statements” that involve risks and uncertainties, including statements regarding management’s expectations regarding the adoption of new technologies in the mining industry and the benefits to the Company that may be inferred from such statements. Because forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. The actual results in each case could differ materially from those currently anticipated in these statements.

Investors are cautioned that, except as otherwise set forth in the filing statement prepared in connection with the COB, any information published or received regarding the COB may not be accurate or complete and should not be relied upon.

The TSX Venture Exchange Inc. has in no way passed on the merits of the COB or the proposed transactions and has neither approved nor disapproved of the contents of this press release.

Neither the 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 press release.

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISTRIBUTION IN THE UNITED STATES

THE SOURCE: CoTec Holdings Corp.

See the source version on accesswire.com:
https://www.accesswire.com/697426/COTEC-HOLDINGS-CORP-COMPLETES-CHANGE-OF-BUSINESS–Trading-on-TSXV-Expected-to-Resume-April-19-2022

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