GTEC Announces Satisfaction of Tumbleweed Milestone
25 Fevereiro 2020 - 7:30PM
GTEC Holdings Ltd. (TSX-V:GTEC) (OTC:GGTTF) (FRA:1BUP)
(“
GTEC” or the “
Company”) is pleased to announce
that, with the aim to mitigate the dilution to shareholders
resulting from the issuance of shares in connection with certain
milestone payments, it has entered into an amending agreement on
February 4, 2020 (the “
Amending Agreement”) with the vendors
of Tumbleweed Farms Corp. (“
Tumbleweed”) amending certain
terms and conditions of the definitive share purchase agreement,
dated August 12, 2017, as amended (the “
Tumbleweed SPA” and
together with the Amending Agreement, the “
Agreement”).Among
other things, the Amending Agreement raised the floor price of the
Common Shares to be issued in connection with the first four
harvests to a deemed price per share equal to the greater of (A)
the 5-day volume-weighted average trading price of the Common
Shares ending on the day preceding this press release and (B)
$0.18. The Amending Agreement also reduced the fifth harvest, which
is the final milestone payment, from $300,000 to $150,000 and
amended the milestone to provide that upon the Company’s fifth
harvest having reached full flower, the Company shall issue
$150,000 worth of common shares of GTEC (the “
Common
Shares”) at a deemed price per share equal to the greater of
(A) the 5-day volume-weighted average trading price of the Common
Shares ending on the day preceding this press release and (B)
$0.18.As such, in connection with the Agreement, the Company
intends to issue an aggregate of $1,350,000 of Common Shares in
satisfaction of the above-mentioned milestone payments.
Accordingly, the Company will issue 7,500,000 Common Shares to the
arms-length vendors of Tumbleweed (the “
Tumbleweed
Vendors”), at a deemed price of $0.18 per share. The issuance
of these shares will be the final share issuances relating to
milestone payments for the Tumbleweed acquisition and there will be
no further payments to the Tumbleweed Vendors, whether in cash or
shares.The Amending Agreement and the issuance of Common Shares
pursuant to the Agreement are subject to final approval of the TSX
Venture Exchange (“
TSXV”). The Common Shares will be subject
to a statutory hold period of four months and one day from the date
of issuance thereof. Fifty percent of the Common Shares shall be
subject to a 6-month escrow.The Company is currently taking steps
to further mitigate dilution to shareholders by renegotiating
future milestone payments for previously reported acquisitions and
by eliminating or reducing certain related party
obligations.
About GTECGTEC Holdings Ltd. is a specialized
cannabis company which produces and distributes highly sought-after
ultra-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
products are currently achieving amongst the highest gross margins
and retail pricing within its sector in Canada (A).GTEC’s exclusive
cultivar collection includes rare and unique cultivars, which are
not currently available from other Licenced Producers. GTEC’s
premium and ultra-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.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.
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 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, or that the TSXV will approve the
Amending Agreement or the issuance of shares to the Tumbleweed
Vendors in satisfaction of debt or that the Company will be able to
mitigate dilution to its shareholders. 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.Note (A):
This analysis is based on the most recently available Financial
Statements on SEDAR from publicly listed Licenced Producers
(including GTEC), as of November 19, 2019. Companies included, were
those listed on New Cannabis Ventures Canadian Cannabis LP Index,
that currently produce in a; greenhouse, indoor operation, or a
combination of both, with quarterly sales greater than $1 million.
Those with outdoor operations were excluded from the analysis.
Based on the analysis GTEC had the third highest gross margin in
the sector, and the no.1 highest based on those solely with indoor
operations.
For additional information, please contact:
GTEC Holdings Ltd.
1-800-351-6358
contact@gtec.co
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