Avant Brands Inc. — Capital/Financing Update 2021

Mar 13, 2021

Form 51-102F3 Material Change Report

Item 1 Name and Address of Company GTEC Holdings Ltd. (“ GTEC ” or the “ Corporation ”) 1632 Dickson Avenue, Suite 335 Kelowna, British Columbia, V1Y 7T2 Item 2 Date of Material Change March 10, 2021 and March 11, 2021. Item 3 News Release

The news releases with respect to the material change referred to in this report were disseminated via Globe Newswire on March 10, 2021 and March 11, 2021 and subsequently filed on SEDAR.

Item 4 Summary of Material Change

On March 10, 2021, the Corporation entered into an agreement with Desjardins Capital Markets and Eight Capital (collectively, the “Underwriters”) pursuant to which the Underwriters agreed to purchase, on a bought deal basis, 18,750,000 units of the Corporation (the “Units”) at a price of $0.80 per Unit for gross proceeds to the Corporation of $15 million (the “Offering”). Each Unit will be comprised of one common share in the capital of the Corporation (each a “Common Share”) and one Common Share purchase warrant (each a “Warrant”). Each Warrant will entitle the holder thereof to purchase one Common Share at an exercise price of $1.04 for a period of 36 months following the closing of the Offering; provided that in the event the daily volume weighted average trading price of the Common Shares on the TSX Venture Exchange (the “TSXV”) for any 10 consecutive trading days following the closing of the Offering is equal to or greater than $2.00, the Corporation may, upon providing written notice to the holders of the Warrants, accelerate the expiry date of the Warrants to the date that is 30 days following the date of such written notice. The Corporation has agreed to grant the Underwriters an over-allotment option (the “Over-Allotment Option”) to purchase an additional 2,812,500 Units, such option being exercisable in whole or in part at any time prior to the date that is 30 days after the closing of the Offering, to cover over-allotments, if any, and for market stabilization purposes.

On March 11, 2021, the Corporation entered into a revised agreement with the Underwriters, pursuant to which the Underwriters agreed to increase the size of the Offering and purchase, on a bought deal basis, 25,000,000 Units at a price of $0.80 per Unit for aggregate gross proceeds to the Corporation of $20 million (the “Amended Offering”). Accordingly, the Corporation agreed to increase the size of the Over-Allotment Option granted to the Underwriters to allow for the purchase of an additional 3,750,000 Units, such option being exercisable in whole or in part at any time prior to the date that is 30 days after the closing of the Amended Offering, to cover over-allotments, if any, and for market stabilization purposes. In the event that the Over-Allotment Option is exercised in full, the aggregate gross proceeds of the Amended Offering to GTEC will be $23 million.

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Item 5.1 Full Description of Material Change

On March 10, 2021, the Corporation entered into an agreement with the Underwriters, pursuant to which the Underwriters agreed to purchase, on a bought deal basis, 18,750,000 Units at a price of $0.80 per Unit for aggregate gross proceeds to the Corporation of $15 million. Each Unit will consist of one Common Share and one Warrant. Each Warrant shall entitle the holder to acquire an additional Common Share at a price of $1.04 for a period of 36 months following the closing of the Offering. The Corporation agreed to grant the Underwriters the Over-Allotment Option to purchase an additional 2,812,500 Units, such option being exercisable in whole or in part at any time prior to the date that is 30 days after the closing of the Offering, to cover over-allotments, if any, and for market stabilization purposes.

On March 11, 2021, the Corporation entered into a revised agreement with the Underwriters, pursuant to which the Underwriters agreed to increase the size of the Offering and purchase, on a bought deal basis, 25,000,000 Units at a price of $0.80 per Unit for aggregate gross proceeds to the Corporation of $20 million. Accordingly, the Corporation agreed to increase the size of the Over-Allotment Option granted to the Underwriters to allow for the purchase of an additional 3,750,000 Units, such option being exercisable in whole or in part at any time prior to the date that is 30 days after the closing of the Amended Offering, to cover overallotments, if any, and for market stabilization purposes. In the event that the OverAllotment Option is exercised in full, the aggregate gross proceeds of the Amended Offering to GTEC will be $23 million.

The Corporation intends to use the net proceeds of the Amended Offering to repay indebtedness, fund expansion of the Corporation’s operating capacity, fund international expansion opportunities and for working capital and general corporate purposes.

The Units will be offered by way of a short form prospectus in each of the provinces of Canada, except Quebec, pursuant to National Instrument 44-101 – Short Form Prospectus Distributions . The Amended Offering may also be sold in such other jurisdictions as the Corporation and the Underwriters may agree.

The Amended Offering is scheduled to close on or about March 30, 2021 and is subject to market and other customary conditions including, but not limited to, the approval of the TSXV and the entering into of an underwriting agreement between the Corporation and the Underwriters.

Item 5.2 Disclosure for Restructuring Transactions

Not applicable.

Item 6 Reliance on Subsection 7.1(2) of National Instrument 51-102

Not applicable.

• Item 7 Omitted Information

Not applicable.

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Item 8 Executive Officer

Norton Singhavon Chief Executive Officer Tel: (778) 760-8288

Item 9 Date of Report March 12, 2021

- Cautionary Statement Regarding Forward Looking Information:

This material change report contains statements which constitute “forward-looking information” within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of the Corporation with respect to future business activities and operating performance. Forward-looking information is often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions including: the completion of the Amended Offering; the anticipated closing date of the Amended Offering; the expected gross proceeds of the Amended Offering; the use of proceeds from the Amended Offering; the receipt of regulatory approvals; the exercise of the Over-Allotment Option and future results of operations, performance and achievements of the Corporation.

Investors are cautioned that forward-looking information is not based on historical facts but instead reflects management’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Corporation believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Corporation. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: changes in general economic, business and political conditions, including changes in the financial markets; potential conflicts of interest; the Canadian regulatory landscape and enforcement related to cannabis, including political risks and risks relating to regulatory change; changes in applicable laws; compliance with extensive government regulation; public opinion and perception of the cannabis industry; infectious diseases, including the COVID-19 pandemic; reliance on the Corporation’s licenses; failure to obtain the necessary licenses; reliance on the Corporation’s facilities; and anticipated effects of actions of third parties such as competitors, activist investors or federal, provincial, territorial or local regulatory authorities, selfregulatory organizations, plaintiffs in litigation or persons threatening litigation.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forwardlooking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Corporation has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Corporation does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.