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Kelowna, BC – January 28, 2019 – GTEC Holdings Ltd. (TSXV: GTEC) (OTC: GGTTF) (FRA: 1BUP) (“GTEC” or the “Company”) is pleased to announce that it has entered into an engagement letter pursuant to which GTEC has appointed Sprott Capital Partners LP (the “Agent”), as lead agent, to sell, by way of a private placement, on a “commercially-reasonable efforts” basis, units of the Company (each a “Unit” and collectively, the “Units”) at a price of $0.55 (the “Issue Price”) per Unit, for gross proceeds of up to $5,005,000 (the “Offering”).
The Offering will consist of up to 9,100,000 Units, where each Unit shall be comprised of one common share in the capital of the Company (the “Common Shares”) and one-half of one common share purchase warrant (each whole common share purchase warrant, a “Warrant” and collectively, the “Warrants”), with each Warrant exercisable at a price of $0.90 for a period of 24 months from the date of issuance. GTEC will have the option to accelerate the expiry date of the Warrants to 30-days from delivery of such notice, in the event that the volume weighted average price of the Common Shares on the TSX Venture Exchange (the “Exchange”) is equal to or greater than $1.50 for a period of 20 consecutive trading days.
The Agent has also been granted the option (the “Agent’s Option”) to sell up to an additional 1,820,000 Units at the Issue Price, which Agent’s Option is exercisable, in whole or in party, at any time up to 48 hours prior to the last closing of the Offering.
The Agent will be paid a cash commission equal to 6% of the gross proceeds of the Offering (including pursuant to any exercise of the Agent’s Option). The Agent will also receive broker warrants (each a “Broker Warrant”) in a number equal to 6% of the number of Units sold under the Offering (including pursuant to any exercise of the Agent’s Option). Each Broker Warrant shall be exercisable to acquire one Unit at the Issue Price for a period of two years from the closing date of the Offering.
The net proceeds of the Offering will be used for general corporate and working capital purposes.
The Offering is expected to close on or about February 28, 2019 and is subject to receipt of all necessary regulatory approvals, including the approval of the Exchange. All securities issued pursuant to the Offering will be subject to a four month and one day hold period in accordance with applicable Canadian securities laws.
About Sprott Capital Partners
Led by a team of seasoned investment banking professionals with extensive networks of industry contacts, Sprott Capital Partners, the Investment Banking division of Sprott Capital Partners LP, provides advice and capital raising services to its clients. Sprott Capital Partners was involved in over $1.5 billion of capital raises in 2017 and 2018.
GTEC Holdings is a specialized cannabis company dedicated to cultivating ultra-premium quality cannabis in purpose-built indoor facilities. The company is vertically integrated across all major sectors of the Canadian cannabis industry and holds Cultivation, Extraction and Analytical testing licenses. The management team is comprised of a diverse skill set sourced from leading global food & beverage and premium alcohol companies. GTEC’s retail division is pursuing licensing for over 35 recreational cannabis stores across Western Canada. GTEC’s premium indoor cannabis will be marketed and sold under its flagship trademarked brands; BLK MKT TM; Tenzo TM, GreenTec TM, cognōscente TM, FN TM, and Treehugger TM. The Company is actively pursuing sales and distribution opportunities across all major business channels: medical, recreational, B2B and export. GTEC is a publicly traded corporation, listed on the TSX Venture Exchange and the OTCQB Venture Market. The Company is headquartered in Kelowna, British Columbia.
To view more about the company or to request our most recent corporate presentation, please visit our website at www.gtec.co
On behalf of the board,
Founder, Chairman & CEO
Co-Founder & Vice President
For additional information please contact:
GTEC Holdings Ltd.
Neither the 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 release.
The securities of the Company have not been and will not be registered under the United States Securities Act of 1933, as amended and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This press release contains forward-looking information based on current expectations. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management’s reasonable assumptions, Namaste assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law. Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. These statements speak only as of the date of this press release. Actual results could differ materially from those currently anticipated due to a number of factors and risks including various risk factors discussed in the Company’s disclosure documents which can be found under the Company’s profile on www.sedar.com. This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E the Securities Exchange Act of 1934, as amended and such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The TSXV has neither reviewed nor approved the contents of this press release.