GTEC Holdings Ltd. (GTEC.V) (GGTTF) Signs LOI with Invictus MD To Receive Strategic Investment And Expand National Distribution

GTEC Holdings Ltd. (“GTEC” or the “Company”) (GTEC.V) (GGTTF) is pleased to announce that it has entered into a binding Letter of Intent with Invictus MD Strategies Corp. (“Invictus”) (TSXV: GENE; OTCQX: IVITF; FRA: 8IS1) to provide GTEC with a non-revolving unsecured convertible loan (the “Loan Facility“) in an amount up to $2,000,000 , and an interest rate of prime plus 5%. Subject to regulatory approvals, all or a portion of the principal and accrued interest on the Loan Facility may be convertible into common shares of GTEC, at the option of Invictus, at any time prior to or on the last business day immediately preceding the Maturity Date, as defined below, at a conversion price equal to $1.50 per common share (the “Conversion Price“). Upon mutual agreement of both parties prior to the Maturity Date, Invictus may increase the amount of the Loan Facility up to $6,000,000 .

The proceeds from the Loan Facility will be used by GTEC for working capital and to further execute GTEC’s cannabis retail expansion strategy in Western Canada and Ontario . GTEC expects to have a minimum of 15 Cannabis Cowboy retail stores open by October 17, 2018 , in Alberta , as well as 1 location in Saskatchewan , complemented by an e-commerce platform that will serve the entire Province.

The definitive agreement (the “Definitive Agreement“) will also provide Invictus with a right of first refusal to fill up to thirty percent (30%) of any cannabis purchase order domestically and internationally (whether for flower or oil) that GTEC, or its wholly-owned subsidiaries, are seeking to purchase from third party Licensed Producers for a period of two years. The Invictus products will be sold under one of four recreational brands: Dukes, Zooey, Sterling & Hunt, and Sinister, each designed to target a specific audience and his or her lifestyle.

“As we continue to build out our national retail distribution strategy, we are extremely pleased at this partnership with Invictus.” said Norton Singhavon, Chairman and CEO of GTEC. “Having access to a diverse range of indoor premium flower fits within our mandate to curate, develop and distribute craft cannabis products within our retail channels. Furthermore, this partnership with Invictus allows GTEC to immediately access increased capacity to support our international initiatives.”

“This new partnership is designed to extend Invictus’ Western footprint for cannabis distribution, which already includes supply agreements in British Columbia and Alberta ,” said Dan Kriznic , Chairman and CEO of Invictus. “We are actively working to establish new channels that will enhance our sales network and ensure retailers maintain adequate supply of high quality cannabis as the adult recreational market evolves over time.”

The Loan Facility shall have a term that commences on the date of the execution and delivery of a definitive agreement (the “Definitive Agreement“) and ends on a date that is two years following the date of the first draw (the “Maturity Date“). The Loan Facility shall be due and payable in full by GTEC to Invictus on the Maturity Date. GTEC will be entitled to prepay all or a part of the Loan Facility at any time, from time to time, without bonus or penalty. Upon mutual agreement of both parties prior to the Maturity Date, Invictus may increase the amount of the Loan Facility up to $6,000,000 in aggregate, and further extend the term of the Loan Facility. The agreement is subject to approval from the respective Board of Directors for each company, the TSXV, and certain holders of convertible debentures of GTEC.