CoTec Holdings Corp. Announces Partial Settlement and Amendment and Restatement of Convertible Loan Facilities
Rhea-AI Summary
CoTec Holdings (TSXV:CTH / OTCQB:CTHCF) repaid $2.6M drawn under its August 11, 2025 convertible loan facilities by issuing 2,260,869 common shares at $1.15 per share. The parties amended the remaining $4.0M facility: draws available until June 12, 2026, 10% annual interest, 2.5% standby fee, repayable Dec 31, 2028, convertible at $1.33 per share with one-year warrants equal to 50% of each draw.
Kings Chapel is a related-party lender; its ownership increases to ~38.18% post-conversion. Securities subject to TSXV approval and four-month hold periods.
AI-generated analysis. Not financial advice.
Positive
- Repaid $2.6M via issuance of 2,260,869 shares at $1.15
- Amended facility preserves access to $4.0M of additional capital
- Conversion price set at $1.33 per common share
- Warrants issued equal to 50% of principal drawn per draw
Negative
- New facility bears 10% annual interest, raising financing cost
- Undrawn amounts incur a 2.5% standby fee, increasing commitments
- Obligations under the facility are unsecured, no collateral provided
- Kings Chapel insider ownership increases to approximately 38.18%, adding concentration risk
News Market Reaction – CTHCF
On the day this news was published, CTHCF declined 0.81%, reflecting a mild negative market reaction.
Data tracked by StockTitan Argus on the day of publication.
VANCOUVER, BC / ACCESS Newswire / April 30, 2026 / CoTec Holdings Corp. (TSXV:CTH)(OTCQB:CTHCF) ("CoTec" or the "Corporation") is pleased to announce the repayment of the currently outstanding principal amounts under its
To date, the Company has drawn a total of
In addition, the Corporation and the Lenders have agreed to amend and restate the terms of the Convertible Loans with respect to the remaining
The outstanding principal amount of the Amended and Restated Convertible Loans will bear interest at an annual rate of
The outstanding principal amount under each of the New Convertible Loans will be convertible into Common Shares at a price of
In consideration of the Lenders making the Amended and Restated Convertible Loans available to the Corporation, the Corporation has agreed to issue to the Lenders, concurrent with each draw under the Amended and Restated Convertible Loans, non-transferrable warrants to purchase that number of Common Shares equal to (i)
Kings Chapel is an existing insider and Control Person (as defined by the TSXV 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. As a result, the entry into an Amended and Restated Loan with Kings Chapel is a related party transaction subject to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Amended and Restated Convertible Loans with Kings Chapel is exempt from the formal valuation requirements of MI 61-101 pursuant to subsection 5.5(b) of MI 61-101 becaue the Common Shares are listed only on the TSXV and OTCQB 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 Amended and Restated Convertible Loan with Kings Chapel (and the Common Shares issuable pursuant to the conversion of the outstanding principal amount of the Amended and Restated Convertible Loans with Kings Chapel and the exercise of Warrants to be issued to Kings Chapel) exceeds
The issuance of Common Shares upon any conversion of the outstanding principal amount under the Amended and Restated Convertible Loans and the issuance of the Warrants is subject to the Corporation obtaining all necessary TSXV approvals. All securities listed in connection with the Amended and Restated Convertible Loans and the Warrants will be subject to a statutory hold period of four months plus a day from the date of the Amended and Restated Convertible Loan agreement or the issuance of the Warrants, as applicable, in accordance with applicable securities legislation in Canada.
Early Warning Disclosure
This press release is also being disseminated as required by National Instrument 62-103 - The Early Warning System and Related Take Over Bids and Insider Reporting Issues in connection with the filing of an early warning report by Kings Chapel in respect of its ownership position in the Corporation.
Prior to the conversion of the amounts outstanding under the Convertible Loans, (i) Kings Chapel owned or controlled 43,088,153 Common Shares representing approximately
Immediately following conversion of the amounts outstanding under the Convertible Loans, (i) Kings Chapel owned or controlled 44,827,283 Common Shares representing approximately
Kings Chapel and Mr. Treger hold Common Shares for investment purposes. Each of them has a long-term view of the investment and may acquire additional securities including on the open market or through private acquisitions or sell the securities including on the open market or through private dispositions in the future depending on market conditions, reformulation of plans and/or other relevant factors. Depending on market conditions, general economic, and industry conditions, the Corporation's business and financial condition, and/or other relevant factors, each such shareholder may develop such plans or intentions in the future.
A copy of the Early Warning Report to be filed by Kings Chapel in connection with the transactions described above will be available on the Corporation's SEDAR+ profile at www.sedarplus.ca.
The head office of the Corporation is located at Suite 428, 755 Burrard Street, Vancouver, BC V6Z 1X6. Kings Chapel's address is No. 2 The Forum, Grenville Street, St. Helier, Jersey JE1 4HH.
About CoTec
CoTec is a publicly traded investment issuer listed on the TSXV and the OTCQB and trades under the symbol CTH and CTHCF respectively. CoTec is a forward-thinking resource extraction company committed to revolutionizing the global metals and minerals industry through innovative, environmentally sustainable technologies and strategic asset acquisitions. With a mission to drive the sector toward a low-carbon future, CoTec employs a dual approach: investing in disruptive mineral extraction technologies that enhance efficiency and sustainability while applying these technologies to undervalued mining assets to unlock their full potential. By focusing on recycling, waste mining, and scalable solutions, the Company accelerates the production of critical minerals, shortens development timelines, and reduces environmental impact. CoTec's strategic model delivers low capital requirements, rapid revenue generation, and high barriers to entry, positioning it as a leading mid-tier disruptor in the commodities sector.
For more information, please visit www.cotec.ca.
Forward-Looking Information Cautionary Statement
Statements in this press release regarding the Company, its investments and the Offerings which are not historical facts are "forward-looking statements" that involve risks and uncertainties, including statements relating to the Corporation's expectations with respect to its drawdown of the Amended and Restated Convertible Loans and the use of proceeds therefrom. 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, due to known an unknown risks and uncertainties affecting the Company, including by not limited to: general economic, political and market factors in North America and internationally, interest and foreign exchange rates, changes in costs of goods and services, global equity and capital markets, business competition, technological change, changes in government relations, industry conditions, unexpected judicial or regulatory proceedings and catastrophic events. The Company's investments are being made in mineral extraction related assets and technologies which are subject to their own inherent risks and the success of such Investments may be adversely impacted by, among other things: environmental risks and costs; labor costs and shortages; uncertain supply and price fluctuations in materials; increases in energy costs; labor disputes and work stoppages; leasing costs and the availability of equipment; heavy equipment demand and availability; contractor and subcontractor performance issues; worksite safety issues; project delays and cost overruns; extreme weather conditions; and social disruptions. As the investments are being made in mineral extraction technology, such investments will also be subject to risks of successful application, scaling and deployment of technology, acceptability of technology within the industry, availability of assets where technology could be applied, protection of intellectual property in relation to such technology, successful promotion of technology and success of competitor technology. Any material adverse change in the Company's financial position or a failure by the Company to successfully make investments in the manner currently contemplated, could have a corresponding material adverse change on the investments and, by extension, the Company.
For further details regarding risks and uncertainties facing the Company, please refer to "Risk Factors" in the Company's filing statement dated April 6, 2022 and its other continuous disclosure documents, copies of which may be found under the Company's SEDAR+ profile at www.sedarplus.com. The Company assumes no responsibility to update forward-looking statements in this press release except as required by law. Readers should not place undue reliance on the forward-looking statements and information contained in this press release and are encouraged to read the Company's continuous disclosure documents, which are available on SEDAR+ at www.sedarplus.ca.
For further information, please contact:
Braam Jonker - (604) 992-5600
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 ACCESS Newswire