GTEC GTEC Holdings Ltd

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 PartnersLed 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.About GTECGTEC 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.coOn behalf of the board,

Norton Singhavon Founder, Chairman & CEO ns@gtec.co 

Michael Blady Co-Founder & Vice President mb@gtec.coNeither 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 news release includes certain “forward-looking statements” under applicable Canadian securities legislation. Forward-looking statements are 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. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals, where applicable and the state of the capital markets. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. 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.

For additional information please contact:
GTEC Holdings Ltd.
1-800-351-6358
contact@gtec.co