Kelowna, BC – June 9, 2020 – GTEC Holdings Ltd. (TSXV:GTEC) (OTC:GGTTF) (FRA:1BUP) (“GTEC”, the “Company” or “GTEC Cannabis Co.”) is pleased to announce that the Company has closed a non-brokered senior secured debt financing (the “Financing”) of CAD $3,950,000 with NFS Leasing Canada, Ltd. (“NFS”). Proceeds from the Financing will be used by GTEC to repay existing senior secured convertible debenture (the “MMCAP Loan Repayment”) and to reinforce the future growth of the Company.
“In these dynamic and challenging times, we are pleased to settle our maturing debt obligations to MMCAP. We would like to thank MMCAP for supporting the growth of our organization from the outset,” said Norton Singhavon, Founder and Chief Executive Officer of GTEC. “The NFS financing will allow us to redeploy our cash-flow from operations back into the Company, further fostering our trajectory of growth. We look forward to building our relationship with NFS as we continue to execute on our strategy to become a leading producer of highly-sought after cannabis products.”
“At NFS Leasing we can appreciate the steps that GTEC is taking to advance their opportunity for rapid growth,” said David Denniss, Vice President Business Development, NFS Leasing, Canada. “We are pleased to provide a solution to assist in their next phase of growth and look forward to a long-term relationship and continued success.”
MMCAP Loan Repayment
As part of the Financing, GTEC has completed a payout of its existing senior secured convertible debenture with MMCAP Canadian Fund LP (the “MMCAP Debenture”), which had a principal balance of $3.7 million maturing on June 11, 2020. The MMCAP Debenture, including the principal balance and any accrued interest was fully repaid on June 8, 2020.
New Debt Facility Terms
The Financing was completed pursuant to a promissory note (the “Note”) providing for a senior secured loan in the amount of $3,950,000 for a term of 36 months.
Interest-only payments are required for the first year, with the initial payment commencing on July 1, 2020 and amortization payments towards the principal balance commence in year two until the end of the three-year term, such that the principal amount owing is repaid incrementally over the second and third years of the term. The Financing will bear an annual interest rate of 18% and assuming GTEC does not complete an early prepayment of the loan, the total cost of borrowing would yield an average annualized rate of 13.24%. The loan does include early repayment options for GTEC.
In connection with the Financing, certain security interests have been granted to NFS through general security agreements and mortgages on certain real property owned by GTEC and its wholly-owned subsidiaries.
Bonus Shares Issuance
Subject to final acceptance by the TSX Venture Exchange (the “TSXV”), GTEC will issue a total number of common shares to NFS equal to C$395,000 based on the closing share price of GTEC, on the day prior to this announcement, being $0.185 per share. GTEC intends to issue 2,135,135 common shares in the capital of GTEC, which will be subject to a three-year release schedule, with 355,856 shares being released each six-month period. No other broker fees or brokers warrants were issued in connection with the Financing.
Update on Transaction with Trichome Financial
GTEC and Trichome Financial agreed to mutually terminate the term sheet announced on March 17, 2020. GTEC and Trichome Financial continue to discuss valuable business opportunities together. “We believe GTEC is well positioned in the marketplace, and we wish Norton and his team great success,” said Michael Ruscetta, CEO of Trichome Financial.
GTEC also announces that in connection with the previously announced acquisition (the “Acquisition”) of 1203648 B.C. Ltd. (“RetailCo”), the Company will return to treasury and cancel 1,719,167 common shares in the Company (the “Shares”). The Shares were cancelled pursuant to the terms of an escrow agreement entered into on closing of the Acquisition, which provided for cancellation in the event certain municipal and provincial approvals were not obtained within 12 months of the closing date.
About GTEC Cannabis Co.
GTEC Cannabis Co. is a specialized cannabis company which produces and distributes premium cannabis products in Canada. The Company has four licensed and operational assets and is currently distributing cannabis through medical and recreational sales channels.
GTEC’s exclusive cultivar collection includes rare and unique cultivars, which are not currently available from other Licenced Producers. GTEC’s premium product portfolio includes; BLK MKT™, Tenzo™, GreenTec™, Cognōscente™ and Treehugger™.
The Company wholly owns operations in BC, Alberta and Ontario, and is licensed by Health Canada for the following: sales into recreational supply chains, direct sales to medical patients, extraction, and analytical testing.
GTEC is a publicly traded corporation, listed on the TSX Venture Exchange (GTEC), OTCQB Venture Market (GGTTF) and Frankfurt Stock Exchange (1BUP). The Company’s headquarters is based out of Kelowna, British Columbia. To learn more about the company or to request our most recent corporate presentation, please visit our website at www.gtec.co
For additional information, please contact:
GTEC Cannabis Co.
GTEC Holdings Ltd dba GTEC Cannabis Co. is a Canadian corporation publicly listed on the TSX Venture exchange and is registered in the Province of British Columbia.
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 includes certain “forward-looking information” within the meaning of applicable Canadian securities legislation, 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 and includes information regarding the anticipated use of proceeds and the ability for the Company to foster its growth trajectory by redeploying cash-flow from operations back into the Company. Forward-looking information is necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Investors are cautioned that forward-looking information is not based on historical fact but instead reflects management’s expectations, estimates or projections concerning future results or events 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. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; risks related to the outbreak of the COVID-19 pandemic; delay to receive regulatory approvals, where applicable; the state of the capital markets; changes in cannabis industry growth and trends; the regulatory landscape, including political risks and risks relating to regulatory change; changes in applicable laws; compliance with extensive government regulation, including the Company’s interpretation of such regulation; and such risk factors set out under the heading “Risk Factors” in the Company’s management’s discussion and analysis for the year ended November 30, 2019 dated March 17, 2020 and available on the Company’s profile on SEDAR at www.sedar.com. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. For instance, there can be no assurance that the Company’s products will continue achieving amongst the highest gross margins and retail pricing within its sector in Canada. 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. Accordingly, readers should not place undue reliance on forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.