Worldwide Zeolite and CoTec Holdings Announce Strategic Alliance

CoTec Holdings Making Anchor Funding to Speed up Commercialization of Worldwide Zeolite’s Revolutionary Proprietary NEREA(R) Fertilizer Know-how

Worldwide Zeolite Corp. (TSXV: IZ) (OTCQB: IZCFF) (FSE: ZEON) (“IZ”) and CoTec Holdings Corp. (TSXV: CTH) (“CoTec”) are happy to announce that CoTec has agreed to make a $2 million strategic funding in IZ to assist its go-to-market actions within the agricultural and inexperienced tech segments.

CoTec and IZ share related visions and aims and are centered on making a portfolio of inexperienced disruptive applied sciences which might be high-margin, eco-friendly and ship reductions in carbon emissions. The funding from CoTec is predicted to quick monitor IZ’s capacity to maneuver quickly to full commercialization, advertising and gross sales capabilities for its disruptive agricultural merchandise and options. The funding will assist the development of IZ’s first NEREA® manufacturing facility to be in Ontario, Canada with an anticipated completion date of March 2023. Along with its monetary funding, CoTec will assist IZ by the involvement of its administration staff, who collectively have in depth world attain and experience in inexperienced applied sciences.

“We’re excited to companion with IZ and assist their efforts to commercialize its proprietary NEREA® expertise,” commented Mr. Julian Treger, CEO of CoTec. “Fertilizer is a significant contributor to world CO2 emissions and NEREA® is precisely the kind of breakthrough the agricultural business wants to cut back its carbon footprint – impartial research have proven that it might enhance the efficacy of fertilizer by an element of as much as eight and cut back plant and crop development cycles by as a lot as twenty-five per cent. Moreover, at a time of battle in Ukraine, NEREA® might considerably cut back the Western world’s fertilizer wants and its publicity to larger threat jurisdictions for a lot wanted provide. Our funding will give us a considerable curiosity in IZ, and we intend to work intently with the IZ administration staff to assist them aggressively roll out this thrilling expertise.”

“We’re very happy to companion with CoTec and are excited to start the commercialization of NEREA® merchandise” stated Ray Paquette, IZ CEO. “As soon as our merchandise are established in Canada, we’ll roll it out to the opposite jurisdictions the place we now have secured exclusivity.”

NEREA®

NEREA® is IZ’s proprietary on demand develop system designed for all agricultural sectors: nurseries, greenhouses, horticultural growers, and out of doors growers. It imbeds into zeolite particles all of the macronutrients and micronutrients wanted by vegetation to develop wholesome and successfully. It’s a demand pushed system that permits vegetation to obtain vitamins based mostly on their want and on the time the plant wants it. Impartial trials and validation research present that NEREA® decreases crop time leading to further crops for growers thus growing grower ROI, reduces the general necessities for fertilizer by as much as 80% leading to a lot decrease enter prices for growers, and reduces greenhouse gases considerably by the discount of fertilizer consumption. IZ has secured the rights to fabricate, market and promote NEREA® in Canada and the US for a interval of 20 years from approval of the NEREA® mental property within the related jurisdictions and world exclusivity preparations are pending.

Transaction Phrases

CoTec has signed a subscription settlement to buy 13,333,334 models (“Items”) from IZ on a non-public placement foundation at a value of $0.15 per unit for an combination subscription of $2,000,0000 (the “Non-public Placement”). King Chapel Worldwide (“Kings Chapel”), an organization related to Mr. Treger, can also be a celebration to the settlement and can subscribe for two,000,000 Items, offering IZ with combination subscription proceeds of $2,300,000. Every Unit will consist of 1 frequent share of the corporate (every, a “Frequent Share”) and one frequent share buy warrant (every, a “Warrant”). Every Warrant will probably be exercisable for one Frequent Share at a value of $0.18 for 12 months from the time limit, which if exercised supplies an extra $2,760,000 in working capital for IZ.

$170,000 of the online proceeds of the Non-public Placement will probably be used to repay shareholder loans owing to Ray Paquette, the CEO of the corporate, and his associates, and the stability will probably be used to fund the commercialization of NEREA merchandise for manufacturing, advertising and gross sales in Canada and for working capital functions.

Pursuant to the subscription settlement, CoTec and Kings Chapel have every agreed to offer as much as $300,000 in bridge mortgage funding to IZ (collectively the “Bridge Mortgage”). CoTec agreed to advance its funding concurrently with the execution of the Subscription Settlement and Kings Chapel will advance its Bridge Mortgage upon the passable completion of its due diligence evaluate of IZ. The Bridge Mortgage bears curiosity at 7% each year and is repayable on the sooner of November 21, 2024, closing of the Non-public Placement and a change of management of IZ. The Bridge Mortgage is secured by a primary rating cost in favour of CoTec over all of IZ’s property. Quantities excellent below the Bridge Mortgage will probably be credited in the direction of the quantity payable by CoTec and Kings Chapel upon completion of the Non-public Placement.

Upon completion of the Non-public Placement:

• CoTec and IZ will enter into an investor rights settlement pursuant to which CoTec can have customary pre-emptive rights to take part in future fairness issuances by IZ and the best to nominate two members of IZ’s board of administrators;

• CoTec and Ray Paquette, the CEO and a director of IZ, will enter right into a debenture name settlement pursuant to which CoTec can have the best to buy all or any a part of the Convertible Debentures (as outlined under) at a value equal to 100% of the excellent principal quantity below the bought Convertible Debentures at any time or occasionally till July 31, 2023; and
• CoTec will personal 23.6% of the issued and excellent Frequent Shares and 38.1% of the excellent Frequent Shares on a partially-diluted foundation (assuming the train of all of its Warrants).

As required by the insurance policies of the TSX Enterprise Change (the “TSXV”), IZ will search disinterested shareholder approval at its annual and particular shareholder assembly to be held on January 4, 2023 for a decision to approve CoTec or Kings Chapel changing into a “management individual” of IZ. The administrators and officers of IZ, who at present personal 20.6% of the excellent Frequent Shares, have agreed to vote all of their Frequent Shares in favour of this decision.

Completion of the Non-public Placement is topic to numerous situations, together with receipt of IZ shareholder approval and all crucial TSXV approvals, CoTec finishing its due diligence investigations of IZ and being happy with the outcomes of such investigations in its sole discretion, receipt of all crucial regulatory approvals for the sale of NEREA® in the US, the absence of any materials opposed impact in respect of IZ and different customary situations.

Debt Change

Ray Paquette, the CEO and a director of IZ, and an affiliated firm at present maintain two promissory notes of IZ within the authentic principal quantities of $243,000 and $793,000 respectively (the “Promissory Notes”). As of November 14, 2022, the mixture quantities owing below the Promissory Notes (together with accrued and unpaid curiosity) was $266,061.70 and $881,261.54, respectively. As well as, IZ at present owes an affiliated firm of Mr. Paquette $108,000 in unpaid administration charges. Mr. Paquette and IZ have entered right into a debt change settlement pursuant to which IZ’s obligations below the Promissory Notes and the unpaid administration charges will probably be happy in change for the issuance to Mr. Paquette and his affiliated firm of convertible debentures within the combination principal quantity of $1,255,323.23 (the “Convertible Debentures”).

Every Convertible Debenture will bear curiosity on the prime price of curiosity printed by Royal Financial institution of Canada + 2%. The Convertible Debenture held by Mr. Paquette will probably be payable in 5 equal annual instalments beginning on June 30, 2023, and ending on June 30, 2027. The Convertible Debenture held by Mr. Paquette’s affiliated firm will probably be payable in two equal annual instalments on June 30, 2023 and June 30, 2024. The principal quantity excellent below the Convertible Debentures will even be convertible, at any time and occasionally, on the choice of the holder, into Frequent Shares based mostly on a conversion value of $0.15 per share, topic to customary changes.

The debt change transaction and the issuance of the Convertible Debentures is topic to TSXV approval. The debt change transaction is a related-party transaction as outlined below Multilateral Instrument 61-101 (“MI 61-101”). As a result of IZ’s shares commerce solely on the TSXV, the issuance of the Convertible Debentures is exempt from the formal valuation necessities of Part 5.4 of MI 61-101 pursuant to Subsection 5.5(b) of MI 61-101 and exempt from the minority approval necessities of Part 5.6 of MI 61-101 pursuant to Subsection 5.7(a) of MI 61-101.

All securities issued below the Non-public Placement and the debt change transaction are topic to a maintain interval of 4 months plus a day, in accordance with relevant securities legal guidelines and the insurance policies of the TSXV.

On Behalf of the Board of Worldwide Zeolite Corp.
“Ray Paquette”
CEO
604.684.3301

On Behalf of the Board of CoTec Holdings Corp.
“Braam Jonker”
CFO
604.992.5600

About Worldwide Zeolite

Worldwide Zeolite’s mission is to supply a line of high-value top-tier efficiency pure zeolite merchandise and options. We consider that actual change comes from the bottom up. Our centered purpose is to make the most of the naturally occurring zeolite mineral to innovate business agriculture, business and client practices that outperform their competitors, and are higher for the surroundings and world populations. Our purpose-driven zeolite options characterize a brand new period of earth acutely aware environmental science that can relentlessly search to remodel agriculture, business, and households to safer, sustainable, superior technique of operation.

Worldwide Zeolite is a publicly traded issuer listed on the TSX Enterprise Change and trades below the image IZ.V

For additional info, please go to www.internationalzeolite.com or contact Ray Paquette – (604) 684.3301

For Investor Inquiries:
information@internationalzeolite.com

For Gross sales and Business Inquiries:
gross sales@earthinnovations.ca