Kelowna, BC November 23rd, 2017 – GreenTec Holdings Ltd (“GTEC” or the “Company”) is pleased to announce that it has entered into an exclusive binding letter of intent (“LOI”) to acquire 100% of the issued and outstanding shares of an existing Health Canada Licensed Producer (“Project CraftCo” or “PCC”) under the Access to Cannabis for Medical Purposes Regulations (“ACMPR”), which has received its Cultivation License from the Office of Medical Cannabis in 2017. For a total aggregate transaction value of $16,000,000 as further described herein.
PCC has a fully built out and operational ready 14,000 square foot facility capable of producing 1300kg of cannabis annually with expansion capabilities at the current location. Immediately upon closing the transaction, GTEC intends to submit for a Secondary Site application on the 7,000,000 square feet of bare land in Okanagan, British Columbia, which was acquired by GTEC earlier this year.
Concurrent Private Placement
The Company also announces a concurrent private placement of units at a price of $0.60 per unit to raise gross proceeds of CAD $8,000,000 (the “Offering”). Each unit will consist of one common share and one-half of a common share purchase warrant with each whole warrant exercisable to purchase an additional share at $1.20 for 36 months. The letter of intent provides for the vendor’s participation in the Offering of up to CAD $3,000,000. Finder’s fees in connection with the Offering will consist 6% cash and 6% finder’s warrants, payable to eligible finders. It is anticipated that the proceeds from the Offering will be used for acquisition costs, construction costs, and general working capital for the Company.
The terms of the transaction are to acquire 100% of PCC based on the terms as follows: (i) cash payment of $6 million CDN to the vendors; (ii) issuing to the vendors 18,000,847 common shares of GTEC at an implied value of $0.4722 equal to $8,500,000; and (iii) Upon receiving a Sales License, issuing to the vendors a number of common shares of GTEC as is equal to CAD $1,500,000, based on the volume weighted average trading price of GTEC (3) days prior a Sales License being granted by Health Canada.
GTEC is also pleased to announce Mr. David Lynn has been appointed Senior Vice-President of Marketing and Mr. Lawrence Law has been appointed Strategic Marketing & Branding Advisor.
David Lynn formerly served as the President & CEO of Sun-Rype Products. During his tenure at Sun-Rype, David achieved record net sales and EBITDA while taking Sun-Rype from a $13 million EBITDA loss to a $15 million EBITDA profit in his first year. Previous to Sun-Rype, David served as the Senior VP of Marketing at Saputo Canada, where he oversaw the consumer marketing strategy for the largest division of the company.
David has successfully lobbied federal and provincial governments on regulatory and policy issues including working with BC Liquor Policy Review and the Liquor Control and Licensing Branch (LCLB) to modernize liquor regulations in BC. With some provinces already electing to control distribution and sales in the future adult-use market through their provincial liquor control board, David’s extensive background will be a tremendous asset in navigating through the complex and diverse federal and provincial regulations. His lengthy tenure with publicly traded companies on the TSX will be immensely beneficial in guiding GTEC’s future growth.
Lawrence Law is currently the Global Brand Director at one of world’s largest consumer goods company, which is focused on premium brands. He is responsible for strategy development, innovation and execution of marketing drivers for one of their key premium brands globally. During his 10 year tenure at the company, he created revolutionary routes to market exposure, vast growing network of retail experiences, and continued to consistently achieve double digit growth of their premium portfolio.
Lawrence also brings a vast amount of advisory experience working with clients from all sectors including alcoholic spirits, banking, automotive, technology and luxury sectors, where he built a broad range of deep marketing skills across multi categories and business functions.
Acting as GTEC’s Strategic Marketing & Branding advisor (in his personal capacity), Lawrence brings with him a wide range of sector experience, especially in a highly regulated and competitive market, will be vital in shaping GTEC’s branding strategy. With the federal government likely to impose heavy restrictions on marketing and advertising in the future adult-use market, it is essential for GTEC to have the creative and experienced knowledge Lawrence brings to navigate through this new branding territory.
Over the duration of the fall GTEC management has accomplished the following:
- Closed both tranches of the $4,672,875 private placement
- Acquired 100% of Grey Bruce Farms (a late stage applicant in Ontario, under the ACMPR)
- Issued an exclusive binding LOI on Falcon Ridge Farms (a late stage applicant under the ACMPR)
- Accepted offer to purchase 300 acres in the Okanagan BC, expected to close June 2018, totaling the GTEC footprint to over 545 acres or 23,000,000 square feet
- Continuing construction on Tumbleweed Farms and GreenTec Bio-Pharmaceuticals
- Completed re-branding of GTEC, along with the launch of our website
“Over the last three months, our team has been striving to accomplish milestones and targets we have set out internally and to our shareholders. This LOI with Project CraftCo will play a pivotal and strategic role in GTEC’s future stake hold within the Canadian market and internationally. The acquisition will allow GTEC the opportunity to provide the Canadian market with cannabis much sooner than originally anticipated. It will also allow GTEC to utilize the 23,000,000 square feet of expansion capabilities sooner than expected” said Norton Singhavon, Chairman & CEO of GTEC.
About GreenTec Holdings Ltd.
GreenTec Holdings Ltd. (“GTEC”) is Canadian owned and operated in beautiful British Columbia with the mission of identifying and consolidating Licensed Producers of cannabis under Health Canada’s Access to Cannabis for Medical Purposes Regulations (“ACMPR”). GTEC aims for full vertical integration within the cannabis eco-system to ensure the consumer end-products are cultivated with quality, care, control & consistency every step of the way. GTEC currently has the land capacity of 23,000,000 square feet primarily in BC, and six premium brands within the ACMPR.
To view more about the company or to request our most recent corporate presentation, please visit our recently launched website at www.gtec.co
On behalf of the board,
Chairman & CEO
Co-Founder & Vice President
Cautionary Note Regarding Forward-Looking Information
This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to: the completion of the acquisition of PCC; the closing of the offering on the terms described herein or at all; the anticipated use of funds from the Offering; the anticipated benefits of management’s accomplishments the Company and their respective shareholders; the timing and receipt of the required shareholder, stock exchange and regulatory approvals for the Company; the length of the current market cycle and requirements for an issuer to survive in the current market cycle; future growth potential of the Company; and future development plans. These forward-looking statements are based on reasonable assumptions and estimates of management of the Company at the time such statements were made. Actual future results may differ materially as forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to materially differ from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors, among other things, include: satisfaction or waiver of all applicable conditions to the completion of the Company’s future plans (including receipt of all necessary shareholder, stock exchange and regulatory approvals or consents, where applicable, and the absence of material changes with respect to the parties and the Company’s business; fluctuations in general macroeconomic conditions; fluctuations in securities markets; the availability of capital to fund planned expenditures; prevailing regulatory, tax and environmental laws and regulations; the ability to secure necessary personnel, equipment and services; volatility in market prices for medical marijuana; risks and liabilities inherent in medical marijuana operations; competition for, among other things, capital, acquisitions of lands and greenhouses and skilled personnel; incorrect assessments of the value of acquisitions and development programs; technical and processing problems; actions by governmental authorities, including increases in taxes; the availability of capital on acceptable terms; fluctuations in foreign exchange, currency, or interest rates and stock market volatility; risks and hazards associated with the business of marijuana cultivation, production and sales; inability to obtain adequate insurance to cover risks and hazards; the presence of laws and regulations that may impose restrictions on the cultivation, production or sale of marijuana; employee relations. Although the forward-looking statements contained in this news release are based upon what management of the Company believes, or believed at the time, to be reasonable assumptions, the Company cannot assure shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended. Readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, the Company assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.