The Term Sheet provides for a senior secured loan in the amount of $4,500,000 for a term of 24 months, with an annual interest rate of 9.5% to be paid monthly. Beginning on the date that is 12 months following the closing date, the Borrower shall also repay $100,000 of the outstanding principal amount each month until maturity.
The proceeds of the loan will be used for an early repayment of the Company’s existing $3,700,000 senior secured loan (maturing June 11, 2020) and general working capital as the Company pursues opportunities to increase its packaging capacity and product offering for recreational CPG format sales, which include 7 gram product offering SKUs, pre-rolls and vape pens.
The Company previously reported that it had sufficient financial resources to fulfil all debt obligations due in the second half of fiscal 2020, without further equity financing or assuming additional debt obligations. Management continues to remain confident that it has the financial resources to fulfill its debt obligations without the proposed financing, however the Company’s financial resources are contingent on various items beyond its control, mainly: accounts receivables, the closing of the sale of non-core / non-operational assets (Kelowna warehouse and Vancouver retail store), and a significant GST refund pending from the Canada Revenue Agency. The Company’s revenue is generated primarily on the production and sale of its cannabis products, and in the event of a government imposed shutdown of non-essential businesses, as preventative measures for the COVID-19 virus, or in the event of a staff member testing positive or coming into contact with someone who has tested positive for the COVID-19 virus, the Company could potentially have its operations affected, which could have implications on its financial resources.
As a result of the aforementioned items, the Company’s board of directors has elected to pursuing the Financing in an effort to mitigate risk associated with near-term debt obligations.
The Financing remains subject to negotiation of definitive documentation, completion of satisfactory due diligence by both parties, board approval for the definitive documentation by both parties and approval of the TSX Venture Exchange, as well as other conditions precedent. The Financing cannot proceed until these conditions have been satisfied.
The Financing terms include a one-time setup fee and an original issue discount which Trichome will deduct from the proceeds of the Financing before advancing to the Company. Trichome will also be issued common shares of GTEC in an amount equal to 16.05% of the Net Loan Proceeds as described in the Term Sheet, which share price shall be calculated at the lower of either (i) the closing price of GTEC on the date of execution of the Term Sheet ($0.09); or (ii) the closing price of GTEC on the last trading date prior to the Closing of the Financing. The maximum number of shares to be issued as part of the additional consideration shall not exceed 11,000,000 shares. The issued shares will be subject to a statutory four month and a day hold in accordance with applicable securities laws and the policies of the TSX Venture Exchange. No other broker fees or brokers warrants are proposed to be issued in connection with the Financing.
GTEC 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.co
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.
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 Financing or the issuance of shares to Trichome. 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.