CoTec Holdings Corp. Announces Life Offering and Concurrent Private Placement20 May 2025 14:09
VANCOUVER, BC / ACCESS Newswire / May 20, 2025 / CoTec Holdings Corp. (TSXV:CTH)(OTCQB:CTHCF) ("CoTec" or the "Company") is pleased to announce a financing under the Listed Issuer Financing Exemption (as defined below), whereby the Company intends to raise up to $5 million through an offering of up to 6,410,256 units (each, a "Unit") at a price of $0.78 per Unit (the "LIFE Offering"). Each Unit will consist of one common share in the capital of the Company (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 $1.20 for a period of 18 months following the issuance of the Units. The Common Shares offered under the LIFE Offering will not be subject to a hold period in accordance with applicable Canadian securities laws. The Warrants will be subject to an accelerated expiry provision such that if, for any 15 consecutive trading days (the "Premium Trading Days") during the unexpired term of the Warrants, the closing price of the Common Shares exceeds $1.35, the expiry date will be accelerated to 30 calendar days (the "Acceleration Clause"). The activation of the Acceleration Clause will be announced by press release and the 30-day period will commence 7 days after the last Premium Trading Day.
Concurrently with the LIFE Offering, the Company also intends to complete a private placement financing whereby the Company intends to raise up to $5,000,000 through an offering of up to 6,410,257 Units to be priced at $0.78 per Unit (the "Concurrent Offering" and together with the LIFE Offering, the "Offering"). The Common Shares offered under the Concurrent Offering will be subject to a four month and one day hold period in accordance with applicable Canadian securities laws.
The Company intends to use the net proceeds of the Offering to fund the detailed design and engineering at HyProMag USA LLC, the Company's drilling program at its Lac Jeannine property, further investment obligations and for general corporate purposes. The Offering will be non-brokered in Canada and the Company has retained ECM Capital Advisors Ltd. as international placement agent and Odeon Capital Group LLC as U.S. placement agent (collectively, the "Agents"). The Company anticipates paying a commission to the Agents in connection with the Offering as well as a finder's fee to Integrity Capital Group Inc. ("ICG") in connection with purchasers that may be introduced by ICG to the Offering. Any commissions or finder's fees payable will be in accordance with the policies of the TSX Venture Exchange (the "TSXV").
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