GTEC Draws Down $500,000 on Convertible Loan Facility

KELOWNA, BC, Dec. 3, 2018 /CNW/ - GTEC Holdings Ltd. (TSXV: GTEC) (OTC: GGTTF) ("GTEC" or the "Company") is pleased to announce that pursuant to the Loan Agreement with Invictus MD Strategies (TSXV:GENE; OTC:IVITF; FRA:8IS1) ("Invictus") dated October 17, 2018, as amended on October 19, 2018 and on November 21, 2018 (the "Agreement"), as announced on November 16, 2018, it has completed the draw down of $500,000 of convertible debt. Pursuant to the Agreement, the Company has drawn down the aggregate of $2.5 million convertible debt (the "Convertible Debt"), evidenced by way of a Convertible Grid Promissory Note (the "Promissory Note"). The Company intends to use the proceeds to further execute its cannabis retail expansion strategy in Canada in connection with the non-binding letter of intent between GTEC and Invictus announced on November 16, 2018.

The terms of the Promissory Note are as follows:

• the Convertible Debt shall bear interest at the rate of 8% per annum, calculated and paid in arrears;
• GTEC shall repay the Convertible Debt on or prior to October 19, 2020 (the "Maturity Date");
• Invictus may convert the Convertible Debt, in whole or in part, into common shares in the capital of GTEC ("Common Shares") at a price of $1.50 per Common Share, at any time prior to the last business day immediately preceding the Maturity Date, subject to approval of the TSX Venture Exchange; and
• the convertible loan facility may be increased up to $6 million at any time prior to the Maturity Date, upon mutual agreement of both parties.

The Promissory Note and any Common Shares issued upon conversion of the Promissory Note will be subject to a four month hold period from the date of issuance of the Promissory Note in accordance with applicable Canadian securities laws.

About GTEC

GTEC was founded in 2017 to capitalize on opportunities in the nascent and rapidly growing legal cannabis industry. GTEC is a public corporation listed on the TSX Venture Exchange and based in Kelowna, British Columbia. GTEC is focused on growing premium quality craft cannabis in purpose-built indoor facilities. GTEC currently holds a 100% interest in GreenTec Bio-Pharmaceuticals Corp., Alberta Craft Cannabis Inc. Grey Bruce Farms Inc., Tumbleweed Farms Corp., Zenalytic Laboratories Ltd., and Spectre Labs Inc.

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,

Norton Singhavon
Founder, Chairman & CEO
[email protected]

Michael Blady
Co-Founder & Vice President
[email protected]

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 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. Investors are cautioned that, except as disclosed in the Filing Statement any information released or received may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative. 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.

SOURCE GreenTec Holdings

GTEC Holdings Ltd., 1-800-351-6358, [email protected]