NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
KELOWNA, British Columbia, March 10, 2021 — GTEC Holdings Ltd. d/b/a GTEC Cannabis Co. (TSXV:GTEC) (OTCQB: GGTTF) (FRA: 1BUP) (“GTEC”, the “Company” or “GTEC Cannabis Co.”) a multi-licensed producer of handcrafted, high quality cannabis, is pleased to announce that it has entered into an agreement with Desjardins Capital Markets and Eight Capital (the “Underwriters”) pursuant to which the Underwriters have agreed to purchase, on a bought deal basis, 18,750,000 units of the Company (“Units”) at a price of $0.80 per Unit for gross proceeds of $15,000,000 (the “Offering”).
Each Unit will be comprised 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 thereof to purchase one Common Share at an exercise price of $1.04 for a period of 36 months following the closing of the Offering; provided that in the event the daily volume weighted average trading price of the Common Shares on the TSX Venture Exchange (the “TSXV”) for any 10 consecutive trading days following the closing of the Offering is equal to or greater than $2.00, the Company may, upon providing written notice to the holders of the Warrants, accelerate the expiry date of the Warrants to the date that is 30 days following the date of such written notice.
The Company has agreed to grant the Underwriters an over-allotment option (the “Over-Allotment Option”) to increase the size of the Offering by up to 15% of the aggregate number of Units sold under the Offering, such option being exercisable in whole or in part at any time up to 30 days after and including the closing date of the Offering, to cover over-allotments, if any, and for market stabilization purposes. In the event that the Over-Allotment Option is exercised in full, the aggregate gross proceeds of the Offering to GTEC will be approximately $17.25 million.
The Company intends to use the net proceeds from the Offering to repay indebtedness, fund expansion of the Company’s operating capacity, fund international expansion opportunities and for working capital and general corporate purposes.
The Units will be offered by way of short form prospectus to be filed in all of the provinces of Canada, except Quebec, pursuant to National Instrument 44-101 – Short Form Prospectus Distributions. The Offering may be also sold in such other jurisdictions as the Company and the Underwriters may agree.
The Offering is expected to close on or about March 30, 2021 and is subject to market and other customary conditions, including but not limited to, approval of the TSXV, and the entering into of an underwriting agreement between the Company and the Underwriters.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and may not be offered or sold to, or for the account or benefit of, persons in the United States or U.S. persons absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. “United States” and “U.S. person” are as defined in Regulation S under the U.S. Securities Act.
About GTEC Cannabis Co.
GTEC Cannabis Co cultivates, markets, and distributes handcrafted, high quality cannabis products. The Company has four operational facilities licenced by Health Canada and is currently distributing cannabis through medical and recreational sales channels.
GTEC’s premium quality recreational cannabis brands includes; BLK MKT™, Tenzo™, Cognōscente™ and Treehugger™, which are crafted from unique cultivars, and sold in British Columbia, Ontario, Saskatchewan, Manitoba and Yukon. The Company’s medical cannabis brand, GreenTec™, is distributed nationwide to qualified patients through its GreenTec Medical website and various licensed partners.
GTEC is a publicly traded corporation, listed on the TSXV (GTEC), OTCQB Venture Market (GGTTF) and Frankfurt Stock Exchange (1BUP). The Company’s headquarters is located in Kelowna, British Columbia and has operations in British Columbia, Alberta and Ontario.
To learn more about the Company or to access the most recent Corporate Presentation, please visit the Company’s website at www.gtec.co.
For additional information, please contact:
GTEC Cannabis Co.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION:
This news release contains statements which constitute “forward-looking information” within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to future business activities and operating performance. Forward-looking information is often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions including: the completion of the Offering; the anticipated Closing Date; the expected gross proceeds of the Offering; the use of proceeds from the Offering; the receipt of regulatory approvals; the exercise of the Over-Allotment Option and future results of operations, performance and achievements of the Company.
Investors are cautioned that forward-looking information is not based on historical facts but instead reflects management’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: changes in general economic, business and political conditions, including changes in the financial markets; potential conflicts of interest; the Canadian regulatory landscape and enforcement related to cannabis, including political risks and risks relating to regulatory change; changes in applicable laws; compliance with extensive government regulation; public opinion and perception of the cannabis industry; infectious diseases, including the COVID-19 pandemic; reliance on the Company’s licenses; failure to obtain the necessary licenses; reliance on the Company’s facilities; and anticipated effects of actions of third parties such as competitors, activist investors or federal, provincial, territorial or local regulatory authorities, self-regulatory organizations, plaintiffs in litigation or persons threatening litigation.
Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.