Avant Brands Inc. - Capital/Financing Update 2021

A copy of this preliminary short form prospectus has been filed with the securities regulatory authorities in each of the provinces of Canada, excluding Québec, but has not yet become final for the purpose of the sale of securities. Information contained in this preliminary short form prospectus may not be complete and may have to be amended. The securities may not be sold until a receipt for the short form prospectus is obtained from the securities regulatory authorities.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This short form prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities.

The securities offered hereby have not been and will not be registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”), or the securities laws of any state of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United States of America, its territories, possessions or the District of Columbia (the “ United States ”) or to a U.S. person (as such term is defined in Regulation S under the U.S. Securities Act) (a “ U.S. Person ”) unless exemptions from the registration requirements of the U.S. Securities Act and any applicable state securities laws are available. This short form prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of these securities within the United States or to, or for the account or benefit of, any U.S. Person, see “Plan of Distribution”.

Information has been incorporated by reference in this short form prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the secretary of GTEC Holdings Ltd. at 1632 Dickson Avenue, Suite 335, Kelowna, British Columbia, V1Y 7T2, telephone 1-800-351-6358, and are also available electronically at www.sedar.com.

PRELIMINARY SHORT FORM PROSPECTUS

New Issue

March 16, 2021

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GTEC HOLDINGS LTD.

$20,000,000

25,000,000 Units

________ Price: $0.80 per Unit

________

This short form prospectus (the “ Prospectus ”) qualifies the distribution (the “ Offering ”) of 25,000,000 units (the “ Units ”) of GTEC Holdings Ltd. (the “ Company ” or “ GTEC ”) at a price of $0.80 per Unit (the “ Offering Price ”). Each Unit consists of one common share in the capital of the Company (each, a “ Unit Share ”) and one common share purchase warrant of the Company (a “ Warrant ”). Each Warrant will entitle the holder thereof to acquire, subject to adjustment in certain circumstances, one common share in the capital of the Company (each, a “ Warrant Share ”) at an exercise price of $1.04 for a period of 36 months following the Closing Date (as hereinafter defined), subject to adjustment provided that the Company may accelerate the expiry date of the Warrants on not less than 30 days’ written notice to the holders of Warrants and upon issuing a news release announcing the acceleration, should the daily volume weighted average trading price of the common shares of the Company (the “ Common Shares ”) on the TSX Venture Exchange (the “ TSXV ”) (or such other nationally recognized stock exchange in Canada or the United States

where the Common Shares are then listed and principally traded over such period) be equal to or greater than $2.00 (subject to adjustment in certain circumstances) for any 10 consecutive trading days. The Units will be issued pursuant to an underwriting agreement dated March 16, 2021 (the “ Underwriting Agreement ”), among the Company and Desjardins Securities Inc. and Eight Capital (together, the “ Underwriters ”).

The Company’s outstanding Common Shares are traded on the TSXV (Tier 2) under the symbol “GTEC”, on the OTCQB Venture Market (the “ OTCQB ”) under the symbol “GGTTF” and on the Frankfurt Stock Exchange under the symbol “1BUP”. On March 15, 2021, the last trading day before the date of this Prospectus, the closing price of the Common Shares on the TSXV was $0.91, on the OTCQB was US$0.7215 and on the Frankfurt Stock Exchange was €0.625.

The Company has applied to list the Unit Shares, the Warrants, the Warrant Shares and the Common Shares underlying the Broker Warrants (as hereinafter defined) on the TSXV (including those issuable upon due exercise of the Over-Allotment Option (as hereinafter defined)). Listing will be subject to the Company fulfilling all of the listing requirements of the TSXV. Furthermore, while the Company has agreed to use its commercially reasonable best efforts to obtain the listing of the Warrants, there can be no assurance that such listing application will be accepted by the TSXV and, for greater certainty, the listing of the Warrants on the TSXV is not a condition to closing the Offering.

There is currently no market through which the Warrants may be sold and purchasers may not be able to resell Warrants purchased under this Prospectus. This may affect the pricing of the securities in the secondary market, the transparency and availability of trading prices, the liquidity of the securities, and the extent of issuer regulation, see “ Risk Factors – Risks Related to the Offering – No Market for Warrants ”.

Per Unit ................................................. Total ......................................................	Price to the Public(1) $0.80 $20,000,000	Underwriters’ Fee(2) $0.048 $1,200,000	Net Proceeds to the Company(3)
			$0.752 $18,800,000

Notes:

(1) The Offering Price was determined by arm’s length negotiation between the Company and the Underwriters, with reference to the prevailing market price of the Common Shares.

(2) The Company has agreed to pay the Underwriters a cash fee (the “ Underwriters’ Fee ”) equal to 6% of the gross proceeds from the Offering (including any gross proceeds raised on exercise of the Over-Allotment Option), subject to a reduced fee equal to 3% for Units sold to certain purchasers designated by the Company on a president’s list (the “ President’s List ”) up to a maximum of $11,500,000 in gross proceeds from such purchasers. The Underwriters’ Fee assumes no sales to President’s List purchasers. The Underwriters will also receive, as additional compensation, non-transferable warrants (the “ Broker Warrants ”) to purchase that number of Common Shares that is equal to 6% of the Units sold pursuant to the Offering (including any Over-Allotment Units (as hereinafter defined) or Over-Allotment Shares (as defined herein) sold pursuant to the exercise of the Over-Allotment Option), subject to a reduced number of Broker Warrants equal to 3% of the Units sold to purchasers on the President’s List. Each Broker Warrant is exercisable to purchase one Common Share at a price of $0.80 for a period of 36 months from the Closing Date. This Prospectus also qualifies the distribution of the Broker Warrants. See “ Plan of Distribution ”.
(3) After deducting the Underwriters’ Fee, but before deducting the expenses of the Offering (estimated to be approximately $325,000), which together with the Underwriter’s Fee, will be paid from the proceeds of the Offering.

The Underwriters have been granted an over-allotment option, exercisable, in whole or in part, at the sole discretion of the Underwriters, for a period of 30 days from and including the Closing Date, to purchase up to an additional 3,750,000 Units (the “ Over-Allotment Units ”) at the Offering Price to cover the Underwriters’ over-allocation position, if any, and for market stabilization purposes (the “ Over-Allotment Option ”). The Over-Allotment Option may be exercised by the Underwriters: (i) to acquire Over-Allotment Units at the Offering Price; or (ii) to acquire additional Unit Shares (the “ Over-Allotment Shares ”) at a price of $0.79 per Over-Allotment Share; or (iii) to acquire additional Warrants (the “ Over-Allotment

Warrants ”) at a price of $0.01 per Over-Allotment Warrant; or (iv) to acquire any combination of OverAllotment Units, Over-Allotment Shares and Over-Allotment Warrants, so long as the aggregate number of Over-Allotment Shares and Over-Allotment Warrants that may be issued under such Over-Allotment Option does not exceed 3,750,000 Over-Allotment Shares and 3,750,000 Over-Allotment Warrants. The Over-Allotment Units, Over-Allotment Shares and Over-Allotment Warrants are collectively referred to herein as the “ Over-Allotment Securities ”. If the Over-Allotment Option is exercised in full for OverAllotment Units, the total “Price to the Public”, “Underwriters’ Fee” (assuming no sales to President’s List purchasers) and “Net Proceeds to the Company” (after deducting the Underwriters’ Fee, but before deducting the expenses of the Offering, estimated to be approximately $325,000) will be $23,000,000, $1,380,000 and $21,620,000, respectively. This Prospectus qualifies the distribution of the Over-Allotment Option and the Over-Allotment Securities. A purchaser who acquires Over-Allotment Securities forming part of the Underwriters’ over-allocation position acquires those Over-Allotment Securities under this Prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. See “ Plan of Distribution ”.

Unless the context otherwise requires, all references herein to the “Offering”, “Units”, “Unit Shares”, “Warrants”, “Warrant Shares”, and “Broker Warrants” assumes the exercise of the Over-Allotment Option and includes all securities issuable thereunder.

The following table sets out the maximum number of securities under options issuable to the Underwriters in connection with the Offering:

Underwriters’ Position Over-Allotment Option Broker Warrants Total securities under option issuable to the Underwriters	Maximum Number of Securities 3,750,000 Over- Allotment Units 1,725,000 Broker Warrants(1) 3,750,000 Over- Allotment Units 1,725,000 Broker Warrants(1)	Exercise Period For a period of 30 days from and including the Closing Date 36 months from the Closing Date	Exercise Price
			$0.80 per Over- Allotment Unit $0.79 per Over- Allotment Share $0.01 per Over- Allotment Warrant $0.80 per Common Share

(1) Assuming exercise in full of the Over-Allotment Option. This Prospectus qualifies the distribution of the Broker Warrants. See “ Plan of Distribution ”.

Investing in the Units is speculative and involves significant risks. You should carefully review and evaluate the risk factors contained in this Prospectus and in the documents incorporated by reference herein before purchasing the Units, see “ Forward-Looking Information ” and “ Risk Factors ”. Potential investors are advised to consult their own legal counsel and other professional advisors in order to assess the income tax, legal and other aspects of the Offering.

The Underwriters, as principals, conditionally offer the Units, subject to prior sale, if, as and when issued by the Company and accepted by the Underwriters in accordance with the terms and conditions contained in the Underwriting Agreement referred to under “ Plan of Distribution ”, and subject to the approval of certain legal matters on behalf of the Company by Cassels Brock & Blackwell LLP and on behalf of the Underwriters by Blake, Cassels & Graydon LLP.

Subscriptions for the Units will be received subject to rejection or allotment, in whole or in part, and the Underwriters reserve the right to close the subscription books at any time without notice. Closing of the

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Offering is expected to take place on or about March 30, 2021, or such other date as may be agreed upon by the Company and the Underwriters, but in any event not later than 42 days after the date of the receipt of the (final) short form prospectus (the “ Closing Date ”). In connection with the Offering, and subject to applicable laws, the Underwriters may over-allot or effect transactions that are intended to stabilize or maintain the market price of the Common Shares at levels other than that which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time. The Underwriters may offer the Units at a lower price than stated above, see “ Plan of Distribution ”.

It is anticipated that the Unit Shares and Warrants comprising the Units will be delivered under the bookbased system through CDS Clearing and Depository Services Inc. (“ CDS ”) or its nominee and deposited in electronic form. A purchaser of Units will receive only a customer confirmation from the registered dealer from or through which the Units are purchased and who is a CDS depository service participant. CDS will record the CDS participants who hold Unit Shares and Warrants on behalf of owners who have purchased Units in accordance with the book-based system. No definitive certificates will be issued unless specifically requested or required, see “ Plan of Distribution ”.

Information contained on the Company’s website shall not be deemed to be a part of this Prospectus or incorporated by reference herein and may not be relied upon by prospective investors for the purpose of determining whether to invest in the securities qualified for distribution under this Prospectus.

The Company’s head office is located at 1632 Dickson Avenue, Suite 335, Kelowna, British Columbia and its registered office is located at 1800-1631 Dickson Avenue, Kelowna, British Columbia.

GENERAL MATTERS ................................................................................................................................1 FORWARD-LOOKING INFORMATION ..................................................................................................1 DOCUMENTS INCORPORATED BY REFERENCE................................................................................3 MARKETING MATERIALS.......................................................................................................................4 DESCRIPTION OF THE BUSINESS..........................................................................................................4 CONSOLIDATED CAPITALIZATION......................................................................................................8 USE OF PROCEEDS ...................................................................................................................................8 PLAN OF DISTRIBUTION.......................................................................................................................11 DESCRIPTION OF SECURITIES BEING DISTRIBUTED.....................................................................15 PRIOR SALES............................................................................................................................................18 TRADING PRICE AND VOLUME...........................................................................................................19 CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS.............................................19 ELIGIBILITY FOR INVESTMENT..........................................................................................................24 RISK FACTORS ........................................................................................................................................25 STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION.........................................................29 LEGAL PROCEEDINGS AND REGULATORY ACTIONS...................................................................29 LEGAL MATTERS....................................................................................................................................30 AUDITOR, TRANSFER AGENT, REGISTRAR AND WARRANT AGENT ........................................30 CERTIFICATE OF THE COMPANY .....................................................................................................C-1 CERTIFICATE OF THE UNDERWRITERS..........................................................................................C-2

GENERAL MATTERS

Unless otherwise noted or the context indicates otherwise, the “ Company ”, “ GTEC ”, “ we ”, “ us ” and “ our ” refers to GTEC Holdings Ltd. and its subsidiaries on a consolidated basis.

An investor should rely only on the information contained or incorporated by reference in this Prospectus. The Company or the Underwriters have not authorized anyone to provide investors with additional or different information. The Company and the Underwriters are not making an offer to sell or seeking offers to buy the Units in any jurisdiction where the offer or sale is not permitted. Prospective purchasers should assume that the information appearing or incorporated by reference in this Prospectus is accurate only as at the respective dates thereof, regardless of the time of delivery of the Prospectus or of any sale of the Units. The Company’s business, financial condition, results of operations and prospects may have changed since that date.

In this short form prospectus, references to “$” are to Canadian dollars, references to “US$” are to United States dollars, and references to “€” are to Euros.

FORWARD-LOOKING INFORMATION

This Prospectus and the documents incorporated by reference herein contain certain “forward-looking information” and “forward-looking statements” (collectively, “ forward-looking statements ”) which are based upon the Company’s current internal expectations, estimates, projections, assumptions and beliefs. Such statements can be identified by the use of forward-looking terminology such as “expect”, “believe”, “likely”, “may”, “would”, “will”, “could”, “should”, “intend”, or “anticipate”, “potential”, “proposed”, “estimate”, “project”, “continue”, “plan”, “aim” and other similar words, including negative and grammatical variations thereof, or statements that certain events or conditions “may” or “will” happen, or by discussions of strategy. Forward-looking statements include estimates, plans, expectations, opinions, forecasts, projections, targets, guidance, or other statements that are not statements of fact. The Company has based these forward-looking statements on current expectations and projections about future events and financial trends that we believe may affect the Company’s financial condition, results of operations, business strategy and financial needs, as the case may be.

Such forward-looking statements are made as of the date of this Prospectus, or in the case of documents incorporated by reference herein, as of the date of each such document. Forward-looking statements in this Prospectus and the documents incorporated by reference herein include, but are not limited to, statements with respect to:

the completion of the Offering and the receipt of all regulatory and stock exchange approvals in connection therewith;
the listing on the TSXV of the Unit Shares, Warrants, Warrant Shares and Common Shares underlying the Broker Warrants issuable in connection with the Offering;
the use of the net proceeds of the Offering;
the Company’s business objectives and milestones and the anticipated timing of execution;
the performance of the Company’s business and operations;
the intention to grow the business, operations and potential activities of the Company;
the competitive and business strategies of the Company;
the Company’s anticipated operating cash requirements and future financing needs;
the anticipated future gross revenues and profit margins of the Company’s operations;
the Company’s expectations regarding its revenue, expenses and operations;

the Company’s intention to maximize the utilization of the Company’s existing assets and investments;
the Company’s intention to build its brands and develop cannabis products;
the market for the current and proposed product offerings of the Company;
the expected demand for the Company’s products;
the Company’s expectations with respect to harvest;
the ongoing and proposed expansion of the Company’s facilities, services, including expansions to it facilities, and their costs;
the current political, legal and regulatory landscape surrounding medical and recreational cannabis and expected developments in any jurisdiction in which the Company operates or plans to operate;
the applicable laws, regulations and any amendments thereof;
medical benefits, viability, safety, efficacy and dosing of cannabis;
the Company’s international expansion plans;
expectations with respect to the advancement and adoption of new product lines and ingredients;
the acceptance by customers and the marketplace of new products and solutions;
ability to attract new customers and develop and maintain existing customers;
ability to identify and maintain suppliers of active cannabis and non-cannabis materials in the jurisdictions in which it operates or plans to operate;
expectations with respect to future production costs and capacity;
expectations with respect to the renewal and/or extension of the Company’s permits and licenses;
the ability to protect, maintain and enforce the Company’s intellectual property rights;
ability to successfully leverage current and future strategic partnerships and alliances;
the Company’s ability to continue to attract, develop, motivate and retain personnel;
anticipated labour and materials costs;
the Company’s competitive condition and expectations regarding competition, including pricing and demand expectations and the regulatory environment in which the Company operates;
anticipated trends and challenges in the Company’s business and the markets and jurisdictions in which the Company operates;
the Company’s ability to continue operating as a going concern;
the potential impact of infectious diseases, including the COVID-19 pandemic, on the Company and its operations; and
other events or conditions that may occur in the future.

Forward-looking statements contained in certain documents incorporated by reference in this Prospectus are based on the key assumptions described in such documents. Certain of the forward-looking statements contained herein and incorporated by reference concerning the cannabis and cannabis extracts industry, the general expectations of the Company related thereto, and the Company’s business and operations are based on estimates prepared by the Company using data from publicly available governmental sources, as well as from market research and industry analysis and on assumptions based on data and knowledge of this industry which the Company believes to be reasonable. However, although generally indicative of relative market positions, market shares and performance characteristics, such data is inherently imprecise. While the Company is not aware of any misstatement regarding any industry or government data presented herein, the current medical and recreational cannabis and cannabis extracts industry involve risks and uncertainties and are subject to change based on various factors.

Purchasers are cautioned that the above list of cautionary statements is not exhaustive. A number of factors could cause actual events, performance or results to differ materially from what is projected in forwardlooking statements. The purpose of forward-looking statements is to provide the reader with a description

of management’s expectations, and such forward-looking statements may not be appropriate for any other purpose. You should not place undue reliance on forward-looking statements contained in this Prospectus or in any document incorporated by reference. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. The forward-looking statements contained in this Prospectus and the documents incorporated by reference herein are expressly qualified in their entirety by this cautionary statement.

DOCUMENTS INCORPORATED BY REFERENCE

The following documents, each of which has been filed with the securities regulatory authorities in each of the provinces of Canada, excluding Québec, are specifically incorporated by reference and form an integral part of this Prospectus:

(a) the annual information form of the Company dated March 16, 2021 for the year ended November 30, 2020 (the “ Annual Information Form ”);
(b) the audited consolidated financial statements of the Company as at and for the years ended November 30, 2020 and 2019, and related notes thereto, together with the independent auditors’ report thereon (the “ Annual Financial Statements ”);
(c) the management’s discussion and analysis of the Company for the year ended November 30, 2020;
(d) the Company’s management information circular dated September 30, 2020 in respect of the annual general and special meeting of shareholders of the Company held on November 18, 2020;
(e) the Company’s material change report dated March 10, 2021 in respect of the Private Placement (as defined below);
(f) the template version of the indicative term sheet dated March 10, 2021 in respect of the Offering (the “ Original Term Sheet ”);
(g) the template version of the amended indicative term sheet dated March 11, 2021 in respect of the Offering (the “ Amended Term Sheet ” and, together with the Original Term Sheet, the “ Marketing Materials ”); and
(h) the Company’s material change report dated March 12, 2021 in respect of the Offering.

Material change reports (other than confidential reports), business acquisition reports, annual financial statements, interim financial statements, the associated management’s discussion and analysis of financial condition and results of operations and all other documents of the type referred to in section 11.1 of Form 44-101F1 of National Instrument 44-101 - Short Form Prospectus Distributions to be incorporated by reference in a short form prospectus, filed by the Company with a securities commission or similar regulatory authority in Canada after the date of this Prospectus and before completion or withdrawal of the Offering, will be deemed to be incorporated by reference into this Prospectus. The documents incorporated or deemed to be incorporated herein by reference contain meaningful and material information relating to

the Company and readers should review all information contained in this Prospectus and the documents incorporated or deemed to be incorporated by reference herein.

Any statement contained in this Prospectus or a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus, to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies, replaces or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not constitute a part of this Prospectus, except as so modified or superseded.

MARKETING MATERIALS

Any “template version” of “marketing materials” (as such terms are defined in National Instrument 41-101 – General Prospectus Requirements ), including, but not limited to the Marketing Materials, will be incorporated by reference into the final short form prospectus. However, any such template version of marketing materials will not form part of the final short form prospectus to the extent that the contents of the template version of marketing materials are modified or superseded by a statement contained in the final short form prospectus. Any template version of marketing materials filed after the date of this Prospectus and before the termination of the distribution under the Offering (including any amendments to, or an amended version of, the Marketing Materials) is deemed to be incorporated in this Prospectus.

Subsequent to the use of the Original Term Sheet, the number of Units to be issued pursuant to the Offering was increased from 18,750,000 Units to 25,000,000 Units and the number of Units issuable pursuant to the Over-Allotment Option was accordingly increased from 2,812,500 Units to 3,750,000 Units. The Company prepared the Amended Term Sheet which is a revised version of the Original Term Sheet along with a blackline to show the modifications, and the Amended Term Sheet has been filed and is available under the Company’s profile at www.sedar.com.

DESCRIPTION OF THE BUSINESS

The Company

The Company was incorporated as “Black Birch Capital Acquisition III Corp.” on September 24, 2012, under the Canada Business Corporations Act and continued under the Business Corporations Act (British Columbia) effective on July 28, 2017. Prior to completing its qualifying transaction on June 12, 2018, the Company was a capital pool company under Policy 2.4 of the TSXV Corporate Finance Manual. On June 12, 2018, the Company completed the acquisition of 100% of the issued and outstanding securities of GreenTec PrivateCo in connection with a business combination involving the Company and GreenTec PrivateCo (the “ Qualifying Transaction ”). The Qualifying Transaction was completed by way of a “threecornered” amalgamation pursuant to which GreenTec PrivateCo and a wholly-owned subsidiary of the Company amalgamated and the resulting entity became a wholly-owned subsidiary of the Company and continued under the name “GreenTec Holdings Ltd.” The effective date of the Qualifying Transaction was June 12, 2018. In connection with the Qualifying Transaction, on June 12, 2018, the Company changed its name from “Black Birch Capital Acquisition III Corp.” to “GTEC Holdings Ltd.” In addition, in connection

with the Qualifying Transaction, the Company filed articles of amendment to effect the consolidation of the Common Shares on a 12:1 basis.

Intercorporate Relationships

The following table sets out the corporate group of the Company as of the date of this Prospectus, including the governing jurisdiction of each entity:

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Summary of the Business

GTEC is a Canadian cannabis company which produces and distributes premium cannabis products across Canada. The Company's wholly-owned subsidiaries operate in the provinces of British Columbia, Alberta and Ontario, and are licensed to cultivate, process, test and sell medical and adult-use cannabis and cannabis products in Canada under the provisions of the Cannabis Act (Canada) and the Cannabis Regulations and Industrial Hemp Regulations promulgated thereunder (collectively, the “ Cannabis Act ”).

The Company has four licensed and operational assets and is currently distributing cannabis through medical and recreational sales channels. The Company is also in the process of further investing in and building out its cultivation, processing and distribution capabilities in Canada.

The Company does not engage in any U.S. marijuana-related activities as defined in CSA Staff Notice 51352 (Revised), dated February 8, 2018.

For a more detailed description of the business of the Company, prospective investors should refer to the Company’s Annual Information Form incorporated by reference into this Prospectus and available on the Company’s SEDAR profile at www.sedar.com.

Recent Developments

Sale of Retail Asset

On February 11, 2021, the Company completed the sale of its last remaining retail asset for total gross proceeds of $500,000, which was paid in cash. The Company previously had a retail store strategy, whereby GTEC would own and operate retail locations across various provinces in Canada. Following a strategic review, management concluded that the Company would not be able to achieve a sustainable competitive advantage in the retail cannabis space, competing against larger competitors with a stronger presence in the

sector, who would ultimately be customers of GTEC’s recreational brands. Accordingly, the Company has divested of all its retail assets.

Invictus Note Repayment

Throughout January and February,2021, the Company completed a series of payments towards the loan payable to Invictus MD Strategies Corp. pursuant to the unsecured convertible promissory note dated October 17, 2018, as amended on October 30, 2020 (the “ Invictus Note ”). Following a cash repayment of $125,000 in January 2021, the Company repaid the Invictus Note as follows: (i) on February 12, 2021, $250,000 of the outstanding principal balance on the Invictus Note was converted into 714,285 Common Shares at a price of $0.35 per Common Share; (ii) on February 23, 2021, $250,000 of the outstanding principal balance on the Invictus Note was converted into 454,545 Common Shares at a price of $0.55 per Common Share; (iii) on February 24, 2021, $900,000 outstanding principal balance on the Invictus Note was converted into 1,636,362 Common Shares at a price of $0.55 per Common Share; and (iv) on February 26, 2021, the remaining $465,000 outstanding principal balance on the Invictus Note was converted into 845,454 Common Shares at a price of $0.55 per Common Share and the remaining accrued interest payable under the Invictus Note was paid in cash (collectively, the “ Invictus Note Repayment ”). As of February 26, 2021, the Invictus Note had been repaid in full.

Private Placement

On March 8, 2021, the Company announced the closing of its non-brokered private placement (the “ Private Placement ”) of units of the Company (each, a “ Private Placement Unit ”). A total of 13,750,000 Private Placement Units were issued by the Company at a price of $0.20 per Private Placement Unit for aggregate gross proceeds of $2,750,000. Each Private Placement Unit consists of one Common Share and one-half of one Common Share purchase warrant of the Company (each, a “ Private Placement Warrant ”). Each Private Placement Warrant entitles the holder thereof to acquire, on payment of $0.30 to the Company, one Common Share, subject to adjustment in certain circumstances, for a period of 36 months, expiring on March 8, 2024. Norton Singhavon, the Chief Executive Officer and a director of the Company; Kendra Blackford, the Chief Financial Officer of the Company; Michael Blady, the Vice President, Corporate Secretary and a director of the Company; and Derek Sanders, a director of the Company; participated in the Private Placement on the same terms as other investors for aggregate gross proceeds to the Company of $410,000.

Focus Medical

On March 8, 2021, the Company entered into an agreement with Focus Medical Herbs Ltd., pursuant to which GTEC will supply cannabis to Focus Medical Herbs Ltd., subject to meeting all regulatory requirements in Israel and Canada.

COVID-19 Pandemic

Management has continued to closely monitor the impact of the COVID-19 global pandemic, with a focus on the health and safety of the Company’s employees, business continuity and supporting its communities. The Company implemented various measures to reduce the spread of the virus. The Company has continued to operate under preventative measures and has experienced minimal disruption to its production and supply chain. GTEC’s medical cannabis business, which operates as an e-commerce channel, has continued largely unchanged. In addition, since GTEC’s non-production workforce continues to effectively work remotely, it is able to maintain its full operations and internal controls over financial reporting and disclosures.

Given the uncertainties associated with the COVID-19 pandemic, including those related to the use of the Company’s products by consumers, disruptions to the global and local economies due to related stay-athome orders, quarantine policies and restrictions on travel, trade and business operations and a reduction in discretionary consumer spending, the Company is unable to estimate the impact of the COVID-19 pandemic on its business, financial condition, results of operations, and/or cash flows. The uncertain nature of the impacts of the COVID-19 pandemic may continue to affect the Company’s results of operations for the balance of fiscal 2021. For additional information see also “ Risk Factors – Infectious Diseases, Including COVID-19 Pandemic ”.

Cannabis Regulatory Framework in Canada

Medical cannabis access has been legal in Canada since 2001 under various regulatory regimes. On October 17, 2018, the Cannabis Act came into force. The Cannabis Act governs both the medical and the regulated adult-use markets in Canada.

The distribution and sale of cannabis for adult-use purposes is regulated under the individual authority of each provincial and territorial government, and as such, regulatory regimes vary from jurisdiction to jurisdiction. In each of the provinces and territories, except for Saskatchewan and Nunavut, a provincial or territorial distributor is exclusively responsible for purchasing cannabis from producers and selling products to its regulated retail distribution channels. In addition, in each province and territory, other than Saskatchewan, Manitoba and Nunavut, the provincial distributor is solely responsible for online sales.

With respect to retail sales of cannabis (other than online sales), certain provinces and territories allow only for government-run cannabis stores, whereas others, such as Ontario, leave the retail sale of cannabis to the private sector. In addition, other provinces and territories, such as British Columbia, allow for a hybrid model in which both public and private stores can operate. As a result of the COVID-19 pandemic (discussed herein), many retail cannabis stores across Canada were temporarily closed (either voluntarily or by government order), and are now re-opening slowly subject to social distancing and other applicable measures, including curbside pickup and delivery-only models.

Under the Cannabis Act, Health Canada has been granted the authority to issue a wide range of licenses, including licenses for standard cultivation, micro-cultivation, industrial hemp cultivation, and nursery cultivation, licenses for standard processing and micro-processing, medical sales licenses, and licenses for analytical testing, research and cannabis drugs. In addition, the Cannabis Act includes various labeling and branding requirements, as well as restrictions on promotion, among other requirements.

In the initial stage of the regulated adult-use cannabis market, products available for sale included, among other things, dried flower, oils and soft-gels, and pre-rolled cannabis products. On October 17, 2019, the federal government legalized additional classes of products; specifically, edible cannabis, cannabis extracts, and cannabis topical products pursuant to certain amendments to the regulations under the Cannabis Act. Edible cannabis, cannabis extracts, and cannabis topical products are subject to, among other things, additional regulatory requirements that include supplemental marketing and advertising rules, further restrictions on labelling and packaging, rules relating to ingredients of edible cannabis and cannabis extracts, limits on tetrahydrocannabinol content, and added facility requirements.

CONSOLIDATED CAPITALIZATION

Other than the Private Placement, the Invictus Note Repayment, the exercise of 1,555,500 stock options and the exercise of 5,692,008 common share purchase warrants, there have been no material changes to the Company’s share and loan capitalization on a consolidated basis since November 30, 2020, the date of the Company’s Annual Financial Statements. See “ Description of the Business – Recent Developments – Invictus Note Repayment ” and “ Description of the Business – Recent Developments – Private Placement ”.

The following table sets out the share and loan capital of the Company (i) as of November 30, 2020 on an actual basis prior to the Offering, (ii) as of November 30, 2020, after giving effect to the Offering (assuming no exercise of the Over-Allotment Option), and (iii) as of November 30, 2020, after giving effect to the Offering (assuming the Over-Allotment Option is exercised in full).

Share Capital Common Shares Options Warrants (including Broker Warrants) Restricted Share Units Deferred Share Units Fully diluted issued and outstanding Loan Capital Convertible Notes(1) Long-term debt(2)	November 30, 2020 (audited) Unlimited common shares 140,723,195 9,559,947 29,298,986 nil nil 179,582,128 1,990,000 5,948,302		As at November 30, 2020 After giving effect to the Offering Unlimited common shares 165,723,195 9,559,947 55,798,986 nil nil 231,082,128 1,990,000 5,948,302	After giving effect to the Offering and the full Over- Allotment Option
				Unlimited common shares 169,473,195 9,559,947 59,773,986 nil nil 238,807,128 1,990,000 5,948,302

Notes:

(1) This is the total outstanding amount owing under the Invictus Note, which the Company has since repaid in full (see “ Recent Developments – Invictus Note Repayment ”).

(2) On June 8, 2020, the Company closed a non-brokered senior secured debt financing of $3,950,000 (the “ First NFS Loan ”) with NFS Leasing Canada Ltd. (“ NFS ”) pursuant to which the Company issued a promissory note to NFS for a term of 36 months. Proceeds from the financing were used to repay the remaining principal balance and interest owing pursuant to a $5,000,000 convertible debenture (the “ Convertible Debenture ”). The First NFS Loan bears interest at an annual rate of 18%. On October 16, 2020, the Company made an early principal repayment of $301,698, reducing the principal balance of the First NFS Loan to $3,648,302. On October 30, 2020, the Company closed a subsequent non-brokered senior secured debt financing with NFS in the amount of $2,300,000 (the “ Second NFS Loan ”, together with the First NFS Loan, the “ NFS Loans ”). In connection with the Second NFS Loan, the Company issued a senior secured promissory note to NFS for a term of 36 months. The Second NFS Loan bears interest at an annual rate of 16%.

USE OF PROCEEDS

Available Funds

The net proceeds to the Company from the Offering are estimated to be $18,800,000 after deducting the payment of the Underwriters’ Fee of $1,200,000 (assuming no sales to President’s List purchasers and no exercise of the Over-Allotment Option), but before deducting the expenses of the Offering (estimated to be approximately $325,000). If the Over-Allotment Option is exercised in full for Over-Allotment Units, the

net proceeds to the Company from the Offering are estimated to be $21,620,000, after deducting the Underwriters’ Fee of $1,380,000 (assuming no sales to President’s List purchasers), but before deducting the expenses of the Offering.

Use of Available Funds & Business Objectives and Milestones

The net proceeds of the Offering are currently intended to be used to repay indebtedness, fund expansion of the Company’s operating capacity, fund product development and international expansion opportunities, and for working capital and general corporate purposes. Specifically, the Company expects to use the net proceeds of the Offering for the following purposes:

Project Indebtedness(1) (2) Increased operational capacity(1)(3) Product development (1)(4) Capital expenditure(5) International expansion(6) General corporate purposes	Timeline Next 12 months Next 12 months Next 12 months Next 12 months Next 12 months Next 12 months	Milestone Not applicable. Not applicable. Not applicable. Not applicable. Not applicable. Not applicable. Total	Allocation of Net Proceeds
			$7,500,000 $1,000,000 $2,800,000 $4,000,000 $500,000 $3,000,000 $18,800,000

Notes:

(1) The amounts included in this table are approximate estimates based on information available to the Company as of the date hereof and include, where applicable, early stage quotes from third parties for the anticipated initiatives. Although the Company believes its budgeted allocations are reasonable, the actual amounts expended by the Company on such initiatives and the components thereof may be different than what has been provided herein. The assumptions underlying these estimates include, the cost of labour and services, the ability to engage the required service providers on a timely basis and limited cost and time overruns. These assumptions are subject to the same risks applicable to the Company, see “Risk Factors”.

(2) Includes, as at the date of this Prospectus, approximately $6,000,000 in principal amount payable in connection with the NFS Loans and approximately $1,500,000 in interest and prepayment costs in connection with the NFS Loans. During the year ended November 30, 2020, the Company used the proceeds from the First NFS Loan to fully repay the Convertible Debenture in the amount of $3,838,736. The proceeds from the Second NFS Loan were used for working capital and general corporate purposes.

(3) The Company will increase its ability to meet the needs of medical cannabis patients by: (i) continuing to develop and deliver physician education to increase the number of prescribing physicians, drive prescriptions and enhance patient outcomes; (ii) investing in IT and communications systems to expand e-Health and telehealth service delivery to new and underserved markets; and (iii) continuing to obtain and maintain new and existing regulatory permits, licences and quotas.

(4) Product development initiatives include expanding: (i) the Company’s brand of products; (ii) the Company’s concentrate and edibles offerings; (iii) the Company’s dry flower offerings; and (iv) the Company’s vape product lines. To support this initiative, the Company is considering partnering with institutions and/or organizations to conduct research and development initiatives and/or other strategic partnerships to increase its brand portfolio.

(5) The Company will pursue strategic plans involving construction development, including the build-out and operational capital of 3PL Ventures Inc.’s facility in British Columbia and general capital expenditures for Alberta Craft Cannabis Inc, Tumbleweed Farms Corp., and Grey Bruce

Farms Inc.’s respective facilities. See the section entitled “ Description of Business – Cultivation Facilities and Licenses ” in the Company’s Annual Information Form incorporated by reference into this Prospectus.

(6) The Company intends to expand internationally to launch medical cannabis and wellness products in jurisdictions where it is legally permissible. With COVID-19 growth is tempered, particularly with the wellness products, but the Company will continue to focus on executing its medical cannabis strategy internationally with available cash resources.

If the Over-Allotment Option is exercised in full for Over-Allotment Units, the Company will receive additional net proceeds of $2,820,000 after deducting the Underwriters’ Fee. The net proceeds from the exercise of the Over-Allotment Option, if any, are expected to be added to the Company’s general working capital.

In the event that operating cash flows are not sufficient to cover the Company’s expenses, or in the event that the Company requires additional funds to meet its objectives and capitalize on new business opportunities, the Company will be required to either issue additional Common Shares or other equity securities or incur additional indebtedness. Any debt financing secured in the future could involve restrictive covenants, or require security over some or all of the Company’s assets, which could further restrict the Company’s assets, operations and business. There is no assurance that additional funding required by the Company would be available if required, and if available, such financing may be highly dilutive to shareholders of the Company. See “ Risk Factors – Risks Related to the Offering – Risks Related to Dilution ” and “ Risk Factors – Risks Related to the Offering – Additional Financing ”.

While the Company currently anticipates that it will use the net proceeds of the Offering as set forth above, the Company may re-allocate the net proceeds of the Offering from time to time, giving consideration to its strategy relative to the market, development and changes in the industry and regulatory landscape, as well as other conditions relevant at the applicable time. Until utilized, the net proceeds of the Offering will be held in cash balances in the Company’s bank account or invested at the discretion of the Board of Directors. Management will have discretion concerning the use of the net proceeds of the Offering as well as the timing of their expenditure. See “ Risk Factors – Risks Related to the Offering – Discretion in the Use of Proceeds ”.

Certain COVID-19 related risks could result in delays or additional costs for the Company to achieve its business objectives. The extent to which COVID-19 may impact the Company’s business activities will depend on future developments, such as the ultimate geographic spread of the disease, the duration of the outbreak, travel restrictions, business disruptions, and the effectiveness of actions taken in Canada, the United States and other countries to contain and treat the disease. While it is difficult to predict the impact of the COVID-19 outbreak on the Company’s business, measures taken by the Canadian and British Columbian governments, and voluntary measures undertaken by the Company with a view to the safety of the Company’s employees, may adversely impact the Company’s business, for instance by impeding the labour required to produce, market and distribute the Company’s products and disrupting the Company’s critical supply chains. See “ Risk Factors – Risks Related to the Business – Infectious Diseases, Including COVID-19 Pandemic ”.

Negative Cash Flow from Operations

The Company had negative operating cash flow for the year ended November 30, 2020. Although the Company anticipates it will have positive cash flow from operating activities in future periods, the Company cannot guarantee it will generate positive cash flow from operating activities in future periods. To the extent that the Company has negative cash flow in any future period, certain of the proceeds from the Offering may be used to fund such negative cash flow from operating activities. The Company expects that the current working capital will be sufficient to fund current operations and capital requirements for the next 12 months. The Company’s expectations regarding sufficient financial resources to fund the

Company’s planned operations and cash requirements for at least 12 months following the date of this Prospectus is based on expectations and assumptions that reflect management’s intended courses of action for the Company and current expectations for the period covered, given management’s judgment as to the most probable set of conditions. Such expectations are based on and after giving effect to the Offering. These expectations and assumptions, although considered reasonable by management at the date of this Prospectus, may prove to be incorrect and may not materialize as expected. Subsequent to the date of this Prospectus, events and circumstances may occur that were unanticipated or that otherwise impact actual results. Accordingly, there is a significant risk that actual results achieved for this 12 month period will vary from the expected results and that such variations may be material. There is no representation that actual results achieved during this period will be the same in whole or in part as those that are currently expected. Important factors that could cause actual results to vary materially from the anticipated results include those disclosed under “ Risk Factors ”. See “ Risk Factors – Risks Related to the Offering – Discretion in the Use of Proceeds ”, “ Risk Factors – Risks Related to the Offering – Discretion in the Use of Proceeds – Going-Concern Risk ”.

PLAN OF DISTRIBUTION

Pursuant to the Underwriting Agreement, the Company has agreed to sell and the Underwriters have severally (and not jointly or jointly and severally) agreed to purchase, as principals, on the Closing Date, 25,000,000 Units at the Offering Price, for aggregate gross consideration of $20,000,000 payable in cash to the Company against delivery of the Units. The Offering Price was determined by arm’s length negotiation between the Company and the Underwriters on behalf of the Underwriters, with reference to the prevailing market price of the Common Shares. The obligations of the Underwriters under the Underwriting Agreement are several (and not joint or joint and several), are subject to certain closing conditions and may be terminated at their discretion on the basis of “regulatory out”, “material change out”, “disaster out”, and “breach out” provisions in the Underwriting Agreement and may also be terminated upon the occurrence of certain other stated events. The Underwriters are, however, obligated to take up and pay for all of the Units if any Units are purchased under the Underwriting Agreement.

Each Unit will consist of one Unit Share and one Warrant. Each Warrant will entitle the holder thereof to acquire, subject to adjustment in certain circumstances, one Warrant Share at an exercise price of $1.04 for a period of 36 months following the Closing Date, subject to adjustment provided that, if following the Closing Date, the daily volume weighted average trading price of the Common Shares on the TSXV (or such other nationally recognized stock exchange in Canada or the United States where the Common Shares are then listed and principally traded over such period) exceeds $2.00 (subject to adjustment in certain circumstances) for any 10 consecutive trading days, the Company may, upon providing written notice to the holders of the Warrants and issuing a news release announcing the acceleration, accelerate the expiry date of the Warrants to a date that is not less than 30 days following the date of such notice. The Warrants will be created and issued pursuant to the terms of the Warrant Indenture (as hereinafter defined) to be dated as of the Closing Date between the Company and the Warrant Agent (as hereinafter defined). The Warrant Indenture will contain provisions designed to protect holders of the Warrants against dilution upon the happening of certain events. No fractional Warrants will be issued. See “ Description of Securities Being Distributed — Warrants ”.

The Company has granted to the Underwriters the Over-Allotment Option, exercisable, in whole or in part, at the sole discretion of the Underwriters, for a period of 30 days from and including the Closing Date, to purchase up to an additional 3,750,000 Over-Allotment Units at the Offering Price to cover the Underwriters’ over-allocation position, if any, and for market stabilization purposes. The Over-Allotment Option may be exercised by the Underwriters: (i) to acquire Over-Allotment Units at the Offering Price; or (ii) to acquire Over-Allotment Shares at a price of $0.79 per Over-Allotment Share; or (iii) to acquire Over-

Allotment Warrants at a price of $0.01 per Over-Allotment Warrant; or (iv) to acquire any combination of Over-Allotment Units, Over-Allotment Shares and Over-Allotment Warrants, so long as the aggregate number of Over-Allotment Shares and Over-Allotment Warrants that may be issued under such OverAllotment Option does not exceed 3,750,000 Over-Allotment Shares and 3,750,000 Over-Allotment Warrants. This Prospectus qualifies the grant of the Over-Allotment Option and the distribution of the OverAllotment Securities issuable upon exercise of the Over-Allotment Option. A purchaser who acquires OverAllotment Securities forming part of the Underwriters’ over-allocation position acquires those OverAllotment Securities under this Prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases.

In consideration for the services provided by the Underwriters in connection with the Offering, and pursuant to the terms of the Underwriting Agreement, the Company has agreed to pay the Underwriters the Underwriters’ Fee equal to 6% of the gross proceeds from the Offering (including any gross proceeds raised on exercise of the Over-Allotment Option), subject to a reduced fee of 3% for Units sold to purchasers on the President’s List, up to a maximum of $11,500,000 in gross proceeds from such purchasers. The Underwriters will also receive Broker Warrants to purchase that number of Common Shares that is equal to 6% of the Units sold pursuant to the Offering (which for greater certainty shall include the aggregate number of any Over-Allotment Units, Over-Allotment Shares and/or Over-Allotment Warrants, as the case may be, sold pursuant to the exercise of the Over-Allotment Option), subject to a reduced number of Broker Warrants equal to 3% of the Units sold to purchasers on the President’s List. Each Broker Warrant is exercisable to purchase one Common Share at a price of $0.80 for a period of 36 months from the Closing Date. This Prospectus also qualifies the distribution of the Broker Warrants.

The Offering is being made in each of the provinces of Canada, excluding Québec. The Units will be offered in each of the relevant provinces of Canada through those Underwriters or their affiliates who are registered to offer the Units for sale in such provinces and such other registered dealers as may be designated by the Underwriters. Subject to applicable law, the Underwriters may offer the Units in such other jurisdictions outside of Canada and the United States as agreed between the Company and the Underwriters.

The Company has applied to list the Unit Shares, the Warrants, the Warrant Shares and the Common Shares underlying the Broker Warrants on the TSXV (including those issuable upon due exercise of the OverAllotment Option and the Broker Warrants). Listing will be subject to the Company fulfilling all of the listing requirements of the TSXV. Furthermore, while the Company has agreed to use its commercially reasonable best efforts to obtain the listing of the Warrants, there can be no assurance that such listing application will be accepted by the TSXV and, for greater certainty, the listing of the Warrants on the TSXV is not a condition to closing the Offering.

There is currently no market through which the Warrants may be sold, see “Risk Factors – Risks Related to the Offering – No Market for Warrants”.

The Underwriters propose to offer the Units initially at the Offering Price. After the Underwriters have made a reasonable effort to sell all of the Units at the Offering Price, the Offering Price may be decreased and may be further changed from time to time to an amount not greater than the Offering Price, and the compensation realized by the Underwriters will be decreased by the amount that the aggregate price paid by purchasers for the Units is less than the gross proceeds paid by the Underwriters to the Company.

Upon completion of the Offering, the Company agrees, that until the date which is 90 days after the Closing Date, it will not, without the prior written consent of the Underwriters, not to be unreasonably withheld, directly or indirectly, offer, issue, sell, grant, secure, pledge, or otherwise transfer, dispose of or monetize,

or engage in any hedging transaction, or enter into any form of agreement or arrangement the consequence of which is to alter economic exposure to, or announce any intention to do so, in any manner whatsoever, any Common Shares or securities convertible into, exchangeable for, or otherwise exercisable to acquire Common Shares or other equity securities of the Company, other than in conjunction with: (i) the grant of stock options and other similar issuances pursuant to any share incentive plan of the Company and other share compensation arrangements, provided that the exercise price thereof shall not be less than the Offering Price; (ii) obligations of the Company or its Subsidiaries in respect of existing terms of existing agreements outstanding as of the date hereof; (iii) the exercise of outstanding stock options, warrants and other convertible securities; (iv) the issuance of securities by the Company in connection with arm’s length acquisitions in the normal course of business; or (v) as otherwise contemplated in the Underwriting Agreement, including in respect of the Over-Allotment Option and in respect of the Broker Warrants and Common Shares underlying the Broker Warrants. The Company has also agreed to use its commercially reasonable efforts to cause its officers and directors to enter into an agreement in favour of the Underwriters pursuant to which each of such individuals will agree not to, subject to customary exceptions, offer, sell, or resell, grant, secure, pledge or otherwise transfer, dispose of or monetize, or engage in any hedging transaction, or enter into any form of agreement or arrangement the consequence of which is to alter economic exposure to, any securities of the Company held by them or agree to or announce any intention to do so, for a period of 90 days after the Closing Date, without the prior written consent of the Underwriters, such consent not to be unreasonably withheld.

Pursuant to policy statements of certain securities regulators, the Underwriters may not, throughout the period of distribution, bid for or purchase Common Shares. The foregoing restriction is subject to certain exceptions including: (a) a bid or purchase permitted under the Universal Market Integrity Rules for Canadian Marketplaces administered by the Investment Industry Regulatory Organization of Canada relating to market stabilization and passive market making activities, (b) a bid or purchase made for and on behalf of a customer where the order was not solicited during the period of the distribution, provided that the bid or purchase was for the purpose of maintaining a fair and orderly market and not engaged in for the purpose of creating actual or apparent active trading in, or raising the price of, such securities, or (c) a bid or purchase to cover a short position entered into prior to the commencement of a prescribed restricted period. Consistent with these requirements, and in connection with this distribution, the Underwriters may over-allot or effect transactions that stabilize or maintain the market price of the Common Shares at levels other than those which otherwise might prevail on the open market. If these activities are commenced, they may be discontinued by the Underwriters at any time. The Underwriters may carry out these transactions on the TSXV, in the over-the-counter market or otherwise.

Subscriptions will be received subject to rejection or allotment, in whole or in part, and the Underwriters reserve the right to close the subscription books at any time without notice. Closing of the Offering is expected to take place on or about March 30, 2021, or such other date as may be agreed upon by the Company and the Underwriters, but in any event not later than 42 days after the date of the receipt of the (final) short form prospectus. It is anticipated that the Unit Shares and Warrants comprising the Units will be delivered under the book-based system through CDS or its nominee and deposited in electronic form. A purchaser of Units will receive only a customer confirmation from the registered dealer from or through which the Units are purchased and who is a CDS depository service participant. CDS will record the CDS participants who hold Unit Shares and Warrants comprising the Units on behalf of owners who have purchased Units in accordance with the book-based system. No definitive certificates will be issued unless specifically requested or required.

Pursuant to the terms of the Underwriting Agreement, the Company has agreed to reimburse the Underwriters for certain expenses incurred in connection with the Offering and to provide indemnity and contribution rights in respect of its agreement to the Underwriters and their respective affiliates and their

respective directors, officers, partners, employees, shareholders, advisors and agents, and each person, if any, who controls any of the Underwriters or their affiliates, against certain liabilities and expenses and to contribute to payments the Underwriters may be required to make in respect thereof.

United States Sales

The Unit Shares and the Warrants comprising the Units offered hereby and the Warrant Shares issuable upon exercise of the Warrants have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered, sold or delivered, directly or indirectly, to, or for the account or benefit of, a person in the United States or a U.S. Person.

Each Underwriter has agreed that, except as permitted by the Underwriting Agreement and as expressly permitted by applicable U.S. federal and state securities laws, it will not offer or sell the Units at any time to, or for the account or benefit of, any person in the United States or any U.S. Person as part of its distribution. The Underwriting Agreement permits the Underwriters to re-offer and re-sell the Units that they have acquired pursuant to the Underwriting Agreement to “qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities Act) that are, or are acting for the account or benefit of, a person in the United States or a U.S. Person in compliance with Rule 144A under the U.S. Securities Act (and pursuant to similar exemptions under applicable state securities laws). Moreover, the Underwriting Agreement provides that the Underwriters will offer and sell the Units outside the United States to nonU.S. Persons only in accordance with Rule 903 of Regulation S under the U.S. Securities Act. The Units, and the Unit Shares and the Warrants comprising the Units, that are offered or sold to, or for the account or benefit of, a person in the United States or a U.S. Person, and any Warrant Shares issued upon the exercise of such Warrants, will be “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act and will be subject to restrictions to the effect that such securities have not been registered under the U.S. Securities Act or any applicable state securities laws and may only be offered, sold, pledged or otherwise transferred pursuant to certain exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws.

The Warrants and the Warrant Shares have not been and will not be registered under the U.S. Securities Act or any applicable state securities laws, and the Warrants will not be exercisable by or on behalf of a person in the United States or a U.S. Person, nor will certificates representing the Warrant Shares be registered or delivered to an address in the United States, unless an exemption from registration under the U.S. Securities Act and any applicable state securities laws is available and the Company has received an opinion of counsel of recognized standing or other evidence to such effect in form and substance reasonably satisfactory to the Company; provided, however, that a holder who is a “qualified institutional buyer” (as defined in Rule 144A under the U.S. Securities Act) at the time of exercise of the Warrants who purchased Units in the Offering, or for the account or benefit of, persons in the United States or U.S. Persons will not be required to deliver an opinion of counsel or such other evidence in connection with the exercise of Warrants that are a part of those Units.

This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the Units to, or for the account or benefit of, a person in the United States or a U.S. Person. In addition, until 40 days after the commencement of the Offering, an offer or sale of the Units, Unit Shares or Warrants within the United States by any dealer (whether or not participating in the Offering) may violate the registration requirements of the U.S. Securities Act if such offer or sale is made otherwise than in accordance with exemptions from registration under the U.S. Securities Act and applicable state securities laws.

DESCRIPTION OF SECURITIES BEING DISTRIBUTED

Offering

The Offering consists of Units, each of which is comprised of one Unit Share and one Warrant. Each Warrant will entitle the holder thereof to acquire, subject to adjustment in certain circumstances, one Warrant Share at an exercise price of $1.04 per Warrant Share for a period of 36 months following the Closing Date. The Units will not be certificated and the Units will immediately separate into Unit Shares and Warrants upon issuance.

Common Shares

The Company is authorized to issue an unlimited number of Common Shares, of which 166,166,803 Common Shares are issued and outstanding as of the date hereof. An aggregate of 5,825,300 Common Shares are reserved for issuance under outstanding options; and 14,978,914 Common Shares are reserved for issuance under outstanding common share purchase warrants.

Holders of Common Shares are entitled to receive notice of and attend all meetings of the shareholders of the Company and to one vote per Common Share on all matters upon which holders of Common Shares are entitled to vote at such meetings of shareholders. Holders of Common Shares are also entitled to receive dividends as and when declared by the board of directors of the Company, from funds legally available for the payment of dividends, subject to the rights of the holders of any other class of shares of the Company entitled to receive dividends in priority to or rateably with the holders of the Common Shares. In addition, in the event of a liquidation, dissolution or winding-up or other distribution of assets among shareholders for the purpose of winding-up its affairs, the holders of Common Shares will be entitled to share pro rata in the distribution of the balance, subject to the rights of the holders of any class of shares of the Company entitled to receive the assets of the Company upon such a distribution in priority to or rateably with the holders of the Common Shares, be entitled to participate rateably in the distribution of the assets of the Company.

Warrants

The following is a summary of the principal attributes of the Warrants and certain anticipated provisions of the Warrant Indenture (defined below). The summary does not purport to be complete and is qualified in its entirety by the detailed provisions of the Warrant Indenture. A copy of the Warrant Indenture may be obtained on request from the Company’s corporate secretary and will be available electronically at www.sedar.com and reference should be made to the Warrant Indenture for the full text of the attributes of the Warrants.

Each Warrant will entitle the holder thereof to purchase, subject to adjustment in certain circumstances, one Warrant Share at a price of $1.04 for a period of 36 months following the Closing Date, subject to adjustment provided that the Company may accelerate the expiry date of the Warrants on not less than 30 days’ notice should the daily volume weighted average trading price of the Common Shares on the TSXV (or such other nationally recognized stock exchange in Canada or the United States where the Common Shares are then listed and principally traded over such period) be equal to, or greater than, $2.00 per Common Share (subject to adjustment in certain circumstances) for any 10 consecutive trading days following the Closing Date upon providing written notice to the holders of the Warrants and issuing a news release announcing the acceleration. See “ Plan of Distribution ”.

The Warrants will be governed by an agreement to be entered into on the Closing Date (the “ Warrant Indenture ”) between the Company and Computershare Trust Company of Canada (the “ Warrant Agent ”). The Company will designate the Warrant Agent, in its Vancouver, British Columbia office, as agent for the Warrants. Prior to the closing of the Offering, the Company may name any other agent with respect to the Warrants.

The Warrant Indenture will provide for adjustment in the number of Warrant Shares issuable upon the exercise of the Warrants and/or the exercise price per Warrant Share upon the occurrence of certain events, including:

i. the issuance of Common Shares or securities exchangeable for, exercisable for, or convertible into, Common Shares to all or substantially all of the holders of Common Shares by way of a stock dividend or other distribution (other than a distribution of Common Shares upon the exercise of any outstanding warrants, options or other incentive securities of the Company);
ii. the subdivision, redivision or change of the Common Shares into a greater number of shares;
iii. the consolidation, reduction or combination of the Common Shares into a lesser number of shares;
iv. the issuance to all or substantially all of the holders of Common Shares of rights, options or warrants under which such holders are entitled, during a period expiring not more than 45 days after the record date for such issuance, to subscribe for or purchase Common Shares, or securities exchangeable for or convertible into Common Shares, at a price per Common Share to the holder (or at an exchange or conversion price per share) of less than 95% of the “current market price”, as defined in the Warrant Indenture, of Common Shares on such record date; and
v. the issuance or distribution to all or substantially all of the holders of Common Shares of securities, including rights, options or warrants to acquire shares of any class or securities exchangeable or convertible into any such shares or property or assets and including evidences of indebtedness, or any property or other assets.

The Warrant Indenture will also provide for adjustment in the class and/or number of securities issuable upon the exercise of the Warrants and/or exercise price per security in the event of the following additional events:

i. the reclassification of the Common Shares or a capital reorganization of the Company (other than as described in clauses (i) or (ii) above);
ii. the consolidation, amalgamation, arrangement, merger, or other business combination of the Company with or into any other corporation or other entity (other than an amalgamation, arrangement, merger, or other business combination which does not result in any reclassification of the Company’s outstanding Common Shares or a change or exchange of the Common Shares into other shares); or
iii. the sale, lease, exchange or transfer of the Company’s undertakings or assets as an entirety or substantially as an entirety to another corporation or other entity, in which case each holder of a Warrant which is thereafter exercised will receive, in lieu of Common Shares, the kind and

number or amount of other securities or property which such holder would have been entitled to receive as a result of such event if such holder had exercised the Warrants prior to the event.

No adjustment in the exercise price of the Warrants or number of Warrant Shares will be required to be made unless the cumulative effect of such adjustment or adjustments would result in a change of at least 1% in the exercise price or a change in the number of Warrant Shares purchasable upon exercise by at least one one-hundredth (1/100th) of a Common Share, as the case may be, provided however, that any such adjustments which are not required to be made shall be carried forward and taken into account in any subsequent adjustment.

The Company will covenant in the Warrant Indenture that, during the period in which the Warrants are exercisable, the Company will give notice to Warrant holders of certain stated events, including events that would result in an adjustment to the exercise price for the Warrants or the number of Warrant Shares issuable upon exercise of the Warrants, at least 14 days prior to the record date or effective date, as the case may be, of such event.

No fraction of a Warrant Share will be issued upon the exercise of a Warrant and no cash payment will be made in lieu thereof. Warrant holders are not entitled to any voting rights or pre-emptive rights or any other rights conferred upon a person as a result of being a holder of Common Shares.

From time to time, the Company and the Warrant Agent, without the consent of the holders of Warrants, may amend or supplement the Warrant Indenture for certain purposes, including curing defects or inconsistencies or making any change that does not adversely affect the rights of any holder of Warrants. Any amendment or supplement to the Warrant Indenture that adversely affects the interests of the holders of the Warrants may only be made by “extraordinary resolution”, which will be defined in the Warrant Indenture as a resolution either (1) passed at a meeting of the holders of Warrants at which there are holders of Warrants present in person or represented by proxy representing at least 25% of the aggregate number of the then outstanding Warrants and passed by the affirmative vote of holders of Warrants representing not less than 66⅔% of the aggregate number of Warrants represented at the meeting and voted on the poll upon such resolution, or (2) adopted by an instrument in writing signed by the holders of not less than 66⅔% of the aggregate number of all then outstanding Warrants.

The Warrants and the Warrant Shares have not been and will not be registered under the U.S. Securities Act or any applicable state securities laws, and the Warrants will not be exercisable by or on behalf of a person in the United States or a U.S. Person, nor will certificates representing the Warrant Shares be registered or delivered to an address in the United States, unless; (i) the Warrants and the Common Shares issuable upon exercise of the Warrants have been registered under the U.S. Securities Act and the applicable laws of any such state; or (ii) an exemption from registration under the U.S. Securities Act and any applicable state securities laws is available and the Company has received an opinion of counsel of recognized standing or other evidence to such effect in form and substance reasonably satisfactory to the Company; provided, however, that a holder who is a “qualified institutional buyer” (as defined in Rule 144A under the U.S. Securities Act) at the time of exercise of the Warrants who purchased Units in the Offering, or for the account or benefit of, persons in the United States or U.S. Persons will not be required to deliver an opinion of counsel or such other evidence in connection with the exercise of Warrants that are a part of those Units.

PRIOR SALES

The following table sets forth the details regarding all issuances of Common Shares, including issuances of all securities convertible or exchangeable into Common Shares, during the 12-month period before the date of this Prospectus.

his Prospectus.
Date		Number of Securities Issued	Price per Security
	Type of Security Issued
March 17, 2020 April 15, 2020 May 28, 2020 May 28, 2020 June 8, 2020 June 19, 2020 August 18, 2020 August 27, 2020 August 13, 2020 October 19, 2020 October 19, 2020 October 19, 2020 November 3, 2020 December 1, 2020 December 21, 2020 February 1, 2021 February 5, 2021 February 5, 2021 February 12, 2021 February 16, 2021 February 16, 2021 February 23, 2021 February 24, 2021 February 24, 2021 February 25, 2021 February 25, 2021 February 26, 2021 February 26, 2021 March 2, 2021 March 5, 2021 March 8, 2021 March 8, 2021 March 9, 2021 March 9, 2021 March 9, 2021 March 12, 2021	Options Common Share Common Share Common Share Common Share Common Share Common Share Common Share Options Warrants Warrants Warrants Common Share Options Options Options Common Share Common Share Common Share Common Share Common Share Common Share Options Common Share Options Common Share Common Share Common Share Common Share Common Share Common Share Warrants Common Share Common Share Common Share Common Share	60,000 381,818 381,818 354,545 2,135,135 150,000(1) 190,909 192,308 50,000 2,300,000 2,300,000 2,300,000 2,421,052 240,000 450,000 200,000 225,000(1) 200,000(1) 714,285(2) 160,000(1) 458,000(1) 1,645,114(4) 200,000 1,838,963(5) 50,000 230,006(3) 1,108,630(6) 100,000(1) 150,000(1) 1,110(3) 13,750,000(7) 6,875,000(7) 112,500(1) 2,300,000(3) 150,000(1) 2,300,000(3)	$0.16 $0.55 $0.55 $0.14 $0.185 $0.30 $0.55 $0.13 $0.30 $0.10 $0.15 $0.25 $0.095 $0.30 $0.14 $0.135 $0.14 $0.135 $0.35 $0.30 $0.34 $0.55 $0.60 $0.55 $0.78 $0.55 $0.55 $0.30 $0.69 $0.55 $0.20 $0.30 $0.30 $0.10 $0.70 $0.15

Notes:

(1) Issued in connection with the exercise of stock options.

(2) Issued pursuant to the Invictus Note Repayment. See “ Description of the Business – Recent Developments – Invictus Note Repayment ”.

(3) Issued in connection with the exercise of common share purchase warrants.

(4) 395,115 Common Shares were issued in connection with the exercise of common share purchase warrants. 454,545 Common Shares were issued pursuant to the Invictus Note Repayment. See “ Description of the Business – Recent Developments – Invictus Note Repayment ”. 795,454 Common Shares were issued to satisfy a milestone payment.

(5) 202,601 Common Shares were issued in connection with the exercise of common share purchase warrants. 1,636,362 Common Shares were issued pursuant to the Invictus Note Repayment. See “ Description of the Business – Recent Developments – Invictus Note Repayment ”. (6) 263,176 Common Shares were issued in connection with the exercise of common share purchase warrants. 845,454 Common Shares were issued pursuant to the Invictus Note Repayment. See “ Description of the Business – Recent Developments – Invictus Note Repayment ”. (7) Issued in connection with the Private Placement.

TRADING PRICE AND VOLUME

The outstanding Common Shares are currently traded on the TSXV under the trading symbol “GTEC”, on the OTCQB under the trading symbol “GGTTF” and on the Frankfurt Stock Exchange under the trading symbol “1BUP”. The following table sets forth the reported intraday high and low prices and monthly trading volumes of the Common Shares on the TSXV for the 12-month period prior to the date of this Prospectus.

Period	High Trading	Low Trading	Volume
	Price	Price
March 2020	$0.135	$0.075	4,107,043
April 2020	$0.17	$0.09	2,472,759
May 2020	$0.185	$0.125	2,365,951
June 2020	$0.190	$0.15	2,064,287
July 2020	$0.165	$0.12	1,994,288
August 2020	$0.13	$0.11	1,081,453
September 2020	$0.125	$0.08	2,860,880
October 2020	$0.11	$0.09	3,301,724
November 2020	$0.155	$0.095	5,076,819
December 2020	$0.15	$0.10	7,727,388
January 2021	$0.165	$0.105	5,780,562
February 2021	$0.90	$0.125	64,029,765
March 1 - 15, 2021	$1.10	$ 0.64	32,809,149

On March 15, 2021, the last day of trading prior to the date of this Prospectus, the closing price per Common Share on the TSXV was $0.91.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The following is, as of the date hereof, a summary of the principal Canadian federal income tax considerations pursuant to the Income Tax Act (Canada) and the regulations thereunder (the “ Tax Act ”) generally applicable to a purchaser who acquires a Unit pursuant to this Offering. For purposes of this summary, references to Common Shares include Unit Shares and Warrant Shares unless otherwise indicated.

This summary applies only to a purchaser who is a beneficial owner of Unit Shares and Warrants acquired pursuant to this Offering and who, for the purposes of the Tax Act, and at all relevant times: (i) deals at

arm’s length with the Company and the Underwriters; (ii) is not affiliated with the Company or the Underwriters; and (iii) acquires and holds the Unit Shares and Warrants, and will hold any Warrant Shares acquired on the exercise of the Warrants, as capital property (a “ Holder ”). Generally, the Common Shares and Warrants will be considered to be capital property to a Holder unless the Holder holds such securities in the course of carrying on a business of trading or dealing in securities or has acquired them in one or more transactions considered to be an adventure or concern in the nature of trade.

This summary does not apply to a Holder (a) that is a “financial institution” for purposes of the mark-tomarket rules contained in the Tax Act; (b) that is a “specified financial institution”, as defined in the Tax Act; (c) an interest in which is a “tax shelter investment”, as defined in the Tax Act; (d) that has made a functional currency reporting election under the Tax Act to report its “Canadian tax results” as defined in the Tax Act in a currency other than Canadian currency; (e) that has entered or will enter into a “derivative forward agreement” or a “synthetic disposition arrangement”, as defined in the Tax Act, with respect to the Common Shares or the Warrants; or (f) that receives dividends on the Common Shares under or as part of a “dividend rental arrangement”, as defined in the Tax Act. Such Holders should consult with their own tax advisors with respect to an investment in Units.

This summary is based upon the current provisions of the Tax Act in force as of the date hereof, counsel’s understanding of the current administrative policies and assessing practices of the Canada Revenue Agency (the “ CRA ”) published by it in writing prior to the date hereof. This summary takes into account all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “ Tax Proposals ”) and assumes that the Tax Proposals will be enacted substantially as proposed; however, no assurance can be given that the Tax Proposals will be enacted as proposed or at all. Other than the Tax Proposals, this summary does not otherwise take into account or anticipate any changes in law or the CRA’s administrative policies or assessing practices, whether by legislative, governmental, administrative or judicial decision or action, nor does it take into account any provincial, territorial or foreign income tax legislation or considerations, which considerations may differ significantly from the Canadian federal income tax considerations discussed in this summary. Holders that are non-residents of Canada for the purposes of the Tax Act should consult with their own tax advisors with respect to the tax consequences of acquiring, holding and disposing of Common Shares and Warrants in any jurisdiction in which they may be subject to tax, including Canada.

This summary is of a general nature only, is not exhaustive of all possible Canadian federal income tax considerations and is not intended to be, nor should it be construed to be, legal or tax advice to any particular Holder. Accordingly, Holders should consult their own tax advisors with respect to their particular circumstances.

Allocation of Cost

A Holder who acquires Units pursuant to this Offering will be required to allocate the purchase price paid for each Unit on a reasonable basis between the Unit Share and the Warrant comprising each Unit in order to determine the cost to such Holder of a Unit Share and Warrant for the purposes of the Tax Act.

For its purposes, the Company has advised counsel that, of the $0.80 subscription price for each Unit, it intends to allocate $0.79 to each Unit Share and $0.01 to each Warrant. Although the Company believes that this allocation is reasonable, it is not binding on the CRA or on a Holder, and the CRA may not agree with such allocation. Counsel express no opinion with respect to such allocation.

Adjusted Cost Base of Unit Share

The adjusted cost base to a Holder of each Unit Share comprising a part of a Unit acquired pursuant to this Offering will be determined by averaging the cost of such Unit Share with the adjusted cost base to such Holder of all other Common Shares (if any) held by the Holder as capital property immediately prior to the acquisition.

Exercise of Warrants

No gain or loss will be realized by a Holder of a Warrant upon the exercise of a Warrant to acquire a Warrant Share. When a Warrant is exercised, the Holder’s cost of the Warrant Share acquired thereby will be equal to the adjusted cost base of the Warrant to such Holder, plus the amount paid on the exercise of the Warrant. For the purpose of computing the adjusted cost base to a Holder of each Warrant Share acquired on the exercise of a Warrant, the cost of such Warrant Share must be averaged with the adjusted cost base to such Holder of all other Common Shares (if any) held by the Holder as capital property immediately prior to the exercise of the Warrant.

Holders Resident in Canada

The following section of this summary is generally applicable to a Holder who, for purposes of the Tax Act, is or is deemed to be resident in Canada at all relevant times (a “ Resident Holder ”). A Resident Holder whose Common Shares might not otherwise qualify as capital property, may in certain circumstances, make an irrevocable election permitted by subsection 39(4) of the Tax Act to deem the Common Shares, and every other “Canadian security” (as defined in the Tax Act) held by such Resident Holder in a taxation year of the election and all subsequent taxation years to be capital property. This election does not apply to Warrants. Resident Holders should consult with their own tax advisors regarding this election.

Expiry of Warrants

In the event of the expiry of an unexercised Warrant, a Resident Holder will generally realize a capital loss equal to the Resident Holder’s adjusted cost base of such Warrant. The tax treatment of capital gains and capital losses is discussed in greater detail below under the subheading “ Capital Gains and Capital Losses ”.

Dividends

A Resident Holder will be required to include in computing its income for a taxation year any taxable dividends received or deemed to be received on the Common Shares. In the case of a Resident Holder that is an individual (other than certain trusts), such dividends will be subject to the gross-up and dividend tax credit rules applicable to taxable dividends received from “taxable Canadian corporations” (as defined in the Tax Act). Taxable dividends received from a taxable Canadian corporation which are designated by such corporation as “eligible dividends” will be subject to an enhanced gross-up and dividend tax credit regime in accordance with the rules in the Tax Act. There may be limitations on the ability of the Company to designate dividends as eligible dividends.

In the case of a Resident Holder that is a corporation, the amount of any such taxable dividends that is included in its income for a taxation year will generally be deductible in computing its taxable income for that taxation year. In certain circumstances, subsection 55(2) of the Tax Act will treat a taxable dividend received or deemed to be received by a Resident Holder that is a corporation as proceeds of disposition or a capital gain. Resident Holders that are corporations should consult their own tax advisors having regard to their own circumstances.

A Resident Holder that is a “private corporation” or a “subject corporation”, as defined in the Tax Act may be liable to pay a tax under Part IV of the Tax Act (which generally is refundable, subject to the detailed rules of the Tax Act) on dividends received or deemed to be received on the Common Shares to the extent such dividends are deductible in computing the Resident Holder’s taxable income for the taxation year.

Dispositions of Common Shares and Warrants

A Resident Holder who disposes of or is deemed to have disposed of a Common Share (other than on a disposition to the Company that is not a sale in the open market in the manner in which shares would normally be purchased by any member of the public in an open market) or Warrant (other than on the exercise of a Warrant) will generally realize a capital gain (or capital loss) in the taxation year of the disposition equal to the amount by which the proceeds of disposition, net of any reasonable costs of disposition, are greater (or are less) than the adjusted cost base to the Resident Holder of the Common Share or Warrant, as the case may be, immediately before the disposition or deemed disposition. The tax treatment of capital gains and capital losses is discussed in greater detail below under the subheading “ Capital Gains and Capital Losses ”.

Capital Gains and Capital Losses

A Resident Holder will generally be required to include in computing its income for the taxation year, onehalf of the amount of any capital gain (a “ taxable capital gain ”) realized in such year. Subject to and in accordance with the provisions of the Tax Act, a Resident Holder will be required to deduct one-half of the amount of any capital loss (an “ allowable capital loss ”) against taxable capital gains realized in the taxation year of disposition. Allowable capital losses in excess of taxable capital gains for the taxation year of disposition may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent taxation year against net taxable capital gains realized in such years, to the extent and under the circumstances specified in the Tax Act.

The amount of any capital loss realized on the disposition or deemed disposition of a Common Share by a Resident Holder that is a corporation may, in certain circumstances, be reduced by the amount of dividends received or deemed to have been received by it on such shares or on shares substituted therefor to the extent and under the circumstances specified in the Tax Act. Similar rules may apply where shares are held in a partnership or trust of which a corporation, partnership or trust is a member or beneficiary, as applicable. Resident Holders to whom these rules may be relevant should consult their own tax advisors.

A Resident Holder that is throughout the relevant taxation year a “Canadian-controlled private corporation” (as defined in the Tax Act) may be liable to pay a tax (which is generally refundable, subject to the detailed rules of the Tax Act) on its “aggregate investment income” (as defined in the Tax Act) for the year, which will include amounts in respect of taxable capital gains realized in respect of the Common Shares or Warrants.

Minimum Tax

A Resident Holder that is an individual or a trust (other than certain specified trusts) that receives or is deemed to have received taxable dividends on the Common Shares or realizes a capital gain on the disposition or deemed disposition of Common Shares or Warrants may be liable for an alternative minimum tax under the Tax Act. Such Resident Holders should consult their own tax advisors in this regard.

Holders Not Resident in Canada

This portion of the summary is generally applicable to a Holder who, at all relevant times, for purposes of the Tax Act: (i) is not, and is not deemed to be, resident in Canada; and (ii) does not use or hold the Common Shares or Warrants in connection with carrying on a business in Canada (“ Non-Resident Holder ”). This summary does not apply to a Holder that carries on, or is deemed to carry on, an insurance business in Canada and elsewhere or that is an “authorized foreign bank” (as defined in the Tax Act). Such Holders should consult their own tax advisors.

Expiry of Warrants

In the event of the expiry of an unexercised Warrant, a Non-Resident Holder will generally realize a capital loss equal to the Non-Resident Holder’s adjusted cost base of such Warrant. The tax treatment of capital losses is discussed in greater detail below under the heading “Dispositions of Common Shares and Warrants ”. Non-Resident Holders should consult their own tax advisors with respect to the expiry of Warrants.

Dividends

Dividends paid or credited or deemed under the Tax Act to be paid or credited by the Company to a NonResident Holder on the Common Shares will generally be subject to Canadian withholding tax at the rate of 25% on the gross amount of such dividend, unless such rate is reduced by the terms of an applicable tax treaty or convention. Under the Canada-United States Tax Convention (1980) , as amended (the “ Treaty ”), the rate of withholding tax on dividends paid or credited to a Non-Resident Holder who is resident in the U.S. for purposes of the Treaty, is fully entitled to benefits under the Treaty and is a beneficial owner of the dividend (a “ U.S. Holder ”) is generally limited to 15% of the gross amount of the dividend (or 5% in the case of a U.S. Holder that is a company beneficially owning at least 10% of the Company’s voting shares).

Dispositions of Common Shares and Warrants

A Non-Resident Holder will not be subject to tax under the Tax Act in respect of any capital gain realized on a disposition or deemed disposition of a Common Share or Warrant, nor will capital losses arising therefrom be recognized under the Tax Act, unless the Common Share or Warrant (as applicable) is, or is deemed to be, “taxable Canadian property” of the Non-Resident Holder for the purposes of the Tax Act and the Non-Resident Holder is not entitled to an exemption pursuant to the terms of an applicable tax treaty or convention.

Provided that the Common Shares are listed on a “designated stock exchange” for purposes of the Tax Act (which currently includes Tiers 1 and 2 of the TSXV) at the time of disposition, the Common Shares and Warrants will generally not constitute taxable Canadian property of a Non-Resident Holder at that time, unless at any time during the 60 month period immediately preceding the disposition, (i) at least 25% of the issued shares of any class or series of the capital stock of the Company were owned by or belonged to any combination of (a) the Non-Resident Holder, (b) persons with whom the Non-Resident Holder did not deal at arm’s length, and (c) partnerships in which the Non-Resident Holder or a person described in (b) held a membership interest directly or indirectly through one or more partnerships; and (ii) at such time, more than 50% of the fair market value of such shares was derived, directly or indirectly, from any combination of real or immovable property situated in Canada, “Canadian resource property” (as defined in the Tax Act), “timber resource property” (as defined in the Tax Act), or options in respect of, interests in, or for civil law rights in such properties, whether or not such property exists. Notwithstanding the foregoing, the Common Shares and Warrants may also be deemed to be taxable Canadian property to a

Non-Resident Holder for purposes of the Tax Act in certain circumstances. Non-Resident Holders should consult their own tax advisors as to whether their Common Shares or Warrants constitute “taxable Canadian property” in their own particular circumstances.

In cases where a Non-Resident Holder disposes (or is deemed to have disposed) of a Common Share or Warrant that is taxable Canadian property to that Non-Resident Holder, and the Non-Resident Holder is not entitled to an exemption under an applicable income tax convention, the consequences described above under the headings “ Holders Resident in Canada — Dispositions of Common Shares and Warrants ” and “ — Capital Gains and Capital Losses ” will generally be applicable to such disposition. Such Non-Resident Holders should consult their own tax advisors.

ELIGIBILITY FOR INVESTMENT

In the opinion of Cassels Brock & Blackwell LLP, counsel to the Company, and Blake, Cassels & Graydon LLP, counsel to the Underwriters, based on the current provisions of the Tax Act, in force as of the date hereof, the Unit Shares, Warrants, and Warrant Shares, if issued on the date hereof, would be qualified investments for trusts governed by a registered retirement savings plan, registered retirement income fund, registered education savings plan, registered disability savings plan or tax-free savings account, as those terms are defined in the Tax Act (collectively referred to as “ Registered Plans ”) or a deferred profit sharing plan (“ DPSP ”) (as defined in the Tax Act), provided that:

i. in the case of Unit Shares and Warrant Shares, the Unit Shares or Warrant Shares are listed on a “designated stock exchange” as defined in the Tax Act (which currently includes Tiers 1 and 2 of the TSXV) or the Company otherwise qualifies as a “public corporation” (as defined in the Tax Act); and
ii. in the case of the Warrants,
a. the Warrants are listed on a “designated stock exchange” as defined in the Tax Act; or
b. the Warrant Shares are qualified investments as described in (i) above and neither the Company, nor any person with whom the Company does not deal at arm’s length, is an annuitant, a beneficiary, an employer or a subscriber under or a holder of such Registered Plan or DPSP.

Notwithstanding the foregoing, the holder or subscriber of, or an annuitant under a Registered Plan, as the case may be, (the “ Controlling Individual ”) will be subject to a penalty tax in respect of Unit Shares, Warrant Shares or Warrants held in the Registered Plan if such securities are a “prohibited investment” (as defined in the Tax Act) for the particular Registered Plan. A Unit Share, Warrant Share or Warrant generally will be a “prohibited investment” for a Registered Plan if the Controlling Individual does not deal at arm’s length with the Company for the purposes of the Tax Act or the Controlling Individual has a “significant interest” (as defined in subsection 207.01(4) the Tax Act) in the Company. In addition, the Unit Shares and Warrant Shares will generally not be a “prohibited investment” if such securities are “excluded property” (as defined in the Tax Act) for the Registered Plan. Controlling Individuals should consult their own tax advisors as to whether the Unit Shares, Warrant Shares, or Warrants will be a prohibited investment in their particular circumstances.

RISK FACTORS

An investment in the Units is speculative and involves certain risks. When evaluating the Company and its business, prospective purchasers of the Units should consider carefully the information set out in this Prospectus and the risks described below and in the documents incorporated by reference in this Prospectus, including those risks identified and discussed under the heading “ Risk Factors ” in the Annual Information Form, which is incorporated by reference herein.

There is no assurance that risk management steps taken will avoid future loss due to the occurrence of the risks described below (or incorporated by reference herein) or other unforeseen risks. If any of the risks described below or in the Annual Information Form actually occur, then the Company’s business, financial condition and operating results could be adversely affected.

The risks and uncertainties described or incorporated by reference herein are not the only ones the Company faces. Additional risks and uncertainties, including those that the Company is unaware of or that are currently deemed immaterial, may also materially and adversely affect the Company and its business, financial condition, results of operations or prospects. Investors should consult with their professional advisors to assess any investment in the Company.

Risks Related to the Offering

An Investment in the Units is Speculative

An investment in the Units and the Company’s prospects generally, is speculative due to the risky nature of its business and the present stage of its development. Investors may lose their entire investment and should carefully consider the risk factors described below and under the heading “ Risk Factors ” in the Annual Information Form.

Investment in the Cannabis Sector

Cannabis-related financial transactions are subject to a variety of laws that vary by jurisdiction, many of which are unsettled and still developing. While the interpretation of these laws is unclear, in some jurisdictions, financial benefit directly or indirectly arising from conduct that would be considered unlawful in such jurisdiction may be viewed to be within the purview of these laws and regulations, and persons receiving any such benefit, including investors in an applicable jurisdiction, may be subject to liability. Each prospective investor should contact his, her or its own legal advisor.

Discretion in the Use of Proceeds

Management will have discretion concerning the use of the proceeds of the Offering as well as the timing of their expenditure. As a result, an investor will be relying on the judgment of management for the application of the proceeds of the Offering. Management may use the net proceeds of the Offering other than as described under the heading “ Use of Proceeds ” if they believe it would be in the Company’s best interest to do so and in ways that an investor may not consider desirable. The results and the effectiveness of the application of the proceeds are uncertain. If the proceeds are not applied effectively, the Company’s results of operations may suffer.

Additional Financing

The continued development of the Company will require additional financing. There is no guarantee that the Company will be able to achieve its business objectives. The Company intends to fund its business objectives by way of additional offerings of equity and/or debt financing as well as through anticipated positive cash flow from operations in the future. The failure to raise or procure such additional funds or the failure to achieve positive cash flow could result in the delay or indefinite postponement of current business objectives. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, will be on terms acceptable to the Company. If additional funds are raised by offering equity securities, existing shareholders could suffer significant dilution, and any new equity securities issued could have rights, preferences and privileges superior to those of holders of Common Shares. In addition, any debt financings may increase the Company’s debt levels above industry standards. Any debt financing secured in the future could involve restrictive covenants relating to capital raising activities and other financial and operational matters, which may make it more difficult for the Company to obtain additional capital and to pursue business opportunities, including potential acquisitions or the disposition of assets. Debt financings may also contain provisions which, if breached, may entitle lenders or their agents to accelerate repayment of loans and/or realize upon security over the assets of the Company, and there is no assurance that the Company would be able to repay such loans in such an event or prevent the enforcement of security granted pursuant to such debt financing. The Company will require additional financing to fund its operations until positive cash flow is achieved, see “ Risk Factors – Risks Related to the Offering – Negative Cash Flow from Operations ” and “ Risk Factors – Risks Related to the Offering – Risks Related to Dilution ”.

No Market for Warrants

There is currently no market through which the Warrants may be sold and the Company cannot provide any assurance that the Warrants will be listed on the TSXV, or, if listed, that an active trading market for the Warrants will develop. Accordingly, the purchasers may not be able to resell the securities purchased under this Prospectus. This may affect the pricing of the Warrants in the secondary market, the transparency and availability of trading prices, the liquidity of the Warrants, and the extent of issuer regulation.

Volatile Market Price of the Common Shares

The market price of the Common Shares may be volatile and subject to wide fluctuations in response to numerous factors, many of which are beyond the Company’s control. This volatility may affect the ability of holders of Common Shares to sell their securities at an advantageous price. Market price fluctuations in the Common Shares may be due to the Company’s operating results failing to meet expectations of securities analysts or investors in any period; downward revision in securities analysts’ estimates; adverse changes in general market conditions or economic trends; changes in the economic performance or market valuations of companies in the industry in which the Company operates; addition or departure of the Company’s executive officers, directors and other key personnel and consultants; release or expiration of transfer restrictions on outstanding Common Shares; sales or perceived sales of additional shares; regulatory changes affecting the Company’s industry generally and its business both domestically and abroad; announcements of developments and other material events by the Company or its competitors, fluctuations in the cost of vital production materials and services; changes in global financial markets, global economies, general market conditions, interest rates and volatility in the price of the Company’s products which may be impacted by a variety of factors, including but not limited to the COVID-19 pandemic; fluctuations in the price of Common Shares that cause short sellers to enter the market; the sentiment of retail investors (including as may be expressed on financial trading and other social media sites); significant acquisitions or business combinations, strategic partnerships, joint ventures or capital

commitments by or involving the Company or its competitors; operating and share price performance of other companies that purchasers deem comparable to the Company or from a lack of market comparable companies; or news reports relating to trends, concerns, technological or competitive developments, regulatory changes and other related issues in the Company’s industry or target markets; along with a variety of additional factors. These broad market fluctuations may adversely affect the market price of the Common Shares.

Financial markets have recently experienced significant price and volume fluctuations that have particularly affected the market prices of equity securities of companies and that have often been unrelated to the operating performance, underlying asset values or prospects of such companies (such as the COVID-19 pandemic). Accordingly, the market price of the Common Shares may decline even if the Company’s operating results, underlying asset values or prospects have not changed. Additionally, these factors, as well as other related factors, may cause decreases in asset values that are deemed to be other than temporary, which may result in impairment losses. There can be no assurance that continuing fluctuations in price and volume will not occur. If such increased levels of volatility and market turmoil continue, the Company’s operations could be adversely impacted and the trading price of the Common Shares may be materially adversely affected.

Active Liquid Market for Common Shares

There may not be an active, liquid market for the Common Shares. There is no guarantee that an active trading market for the Common Shares will be maintained on the TSXV, the OTCQB and/or the Frankfurt Stock Exchange. Investors may not be able to sell their Common Shares quickly or at the latest market price if trading in the Common Shares is not active.

Risks Related to Dilution

The Company may issue additional securities in the future, which may dilute a shareholder’s holdings in the Company. The Company’s articles permit the issuance of an unlimited number of Common Shares, and shareholders will have no pre-emptive rights in connection with such further issuance. The directors of the Company have discretion to determine the price and the terms of further issuances. Moreover, additional Common Shares will be issued by the Company on the exercise of options issued under the Company’s stock option plan, the vesting of restricted share units issued under the Company’s restricted share unit plan and upon the exercise of other outstanding convertible securities and obligations. Furthermore, the Company may complete additional corporate and property acquisitions pursuant to which it may issue Common Shares or other equity as partial or full consideration for such acquisitions.

Going-Concern Risk

The Company’s financial statements have been prepared on a going concern basis under which the Company is considered to be able to realize its assets and satisfy its liabilities in the ordinary course of business. The Company’s future operations are dependent upon the achievement of profitable operations at an indeterminate time in the future or the identification and successful completion of additional equity or debt financing. There can be no assurances that the Company will be successful in completing additional equity or debt financing or in achieving profitability. The Company’s financial statements do not give effect to any adjustments relating to the carrying values and classification of assets and liabilities that would be necessary should it be unable to continue as a going concern.

Negative Cash Flow from Operations

Risks Related to the Business

Infectious Diseases, Including COVID-19 Pandemic

A significant outbreak or the threat of outbreaks of viruses or other infectious diseases or similar health threats, including COVID-19, which has been declared a pandemic by the World Health Organization and continues to spread in Canada and globally, causing companies and various international jurisdictions to impose restrictions such as quarantines, business closures and travel restrictions. Related government and private sector responsive actions may have a material negative impact on the Company’s financial condition, operating results and cash flows. The situation is changing quickly and it is impossible to predict the effect and ultimate impact of the COVID-19 pandemic on the Company due to uncertainties relating to the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak, containment and treatment of COVID-19, and the length of the travel restrictions and business closures that have been or may be imposed by government authorities.

The impact of the COVID-19 pandemic will likely continue to adversely affect global economies and financial markets, resulting in an economic downturn that could result in a material adverse effect on supply chain prices, demand for products and services and general financial market liquidity, all of which could have a material adverse effect on the Company. As a result, there can be no certainty that the COVID-19 outbreak will not result in a loss of sales, operational and supply chain delays and disruptions (including as a result of government regulation and prevention measures), labour shortages and shutdowns, social unrest, declines in the price of goods, government or regulatory actions or inactions, capital markets volatility, or other unknown but potentially significant impacts.

In various provinces in Canada, cannabis retailers have been restricted to conducting sales online or over the phone and are limited to curbside pickup and delivery options or are reducing opening hours, staff onsite and reducing the number of customers allowed in-store for cannabis retailers that continue to be open in order to comply with applicable emergency orders or other directives issued by the Provincial governments to combat the spread of COVID-19. The COVID-19 pandemic and the related laws may negatively impact the Company, including the costs of conducting operations and the amount of sales during the emergency order in a particular province. Further changes to operations may be required in the future as the situation is continually evolving.

As a result of COVID-19, the Company implemented work-from-home policies for certain employees and subject to stay at home orders and other guidance issued from time to time by applicable governmental authorities, some members of staff have since returned to the office space with safety precautions, including physical distancing measures implemented. Additional restrictions relating to COVID-19 or a further wave of infections could significantly impact the Company’s operations and result in the Company resuming its work-from-home directive. The effects of the Company's work-from-home policies may negatively impact productivity, disrupt access to books and records, increase cybersecurity risks and disrupt its business, and the Company does not yet know when it will be able to return to the office permanently. In addition, the effects of COVID-19 may delay its ability to execute on certain of its strategic plans involving construction.

So long as measures to combat COVID-19 stay in effect, the Company expects COVID-19 to negatively affect its results of operations. The global impact of COVID-19 continues to evolve rapidly, and the extent of its effect on the Company's operational and financial performance will depend on future developments, which are highly uncertain, including the duration, scope and severity of the pandemic, the actions taken to contain or mitigate its impact, and the direct and indirect economic effects of the pandemic and related containment measures, among others.

Even after the pandemic subsides, the Company's business could also be negatively impacted should the effects of COVID-19 lead to changes in consumer behaviour, including as a result of a decline in discretionary spending.

As of the date of this Prospectus, the Company has continued modified operations under COVID-19 protocols. The Company is actively addressing risks to its business from COVID-19 through a broad range of measures throughout its structure and is re-assessing its response to the COVID-19 pandemic on an ongoing basis, see “Description of the Business – Recent Developments – COVID-19 Pandemic” for additional information.

STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

Securities legislation in certain provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment. In several of the provinces of Canada, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revisions of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of these rights or consult with a legal adviser.

In an offering of warrants, investors are cautioned that the statutory right of action for damages for a misrepresentation contained in a prospectus is limited, in certain provincial securities legislation, to the price at which the warrant is offered to the public under the prospectus offering. This means that, under the securities legislation of certain provinces, if the purchaser pays additional amounts upon conversion, exchange or exercise of the security, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of this right of action for damages or consult with a legal adviser.

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

The Company is not aware of: (a) any legal proceedings to which the Company is a party, or to which any of the Company’s property is subject, which would be material to the Company or of any such proceedings being contemplated, (b) any penalties or sanctions imposed by a court relating to securities legislation, or other penalties or sanctions imposed by a court or regulatory body against the Company that would likely be considered important to a reasonable investor making an investment decision, and (c) any settlement agreements that the Company has entered into before a court relating to securities legislation or with a securities regulatory authority. The Company entered into a non-binding term sheet in February 2021 in connection with the Private Placement with a subscriber. Prior to closing the Private Placement, the subscriber filed a notice of civil claim against the Company and its Chief Executive Officer and Chief Financial Officer in the Supreme Court of British Columbia alleging that the Company did not proceed

with the transaction on the terms and conditions contained in the non-binding term sheet. The plaintiff is seeking damages in the amount of five million dollars. On the date of this Prospectus, another subscriber also filed a statement of claim against the Company and its Chief Executive Officer and Chief Financial Officer in the Court of Queen’s Bench of Alberta alleging that the Company did not proceed with the transaction on the terms and conditions contained in the non-binding term sheet. The second plaintiff is seeking an interim injunction restraining the Company from completing any financing and/or issuing securities as well as damages in the amount of twenty six million dollars. The Company believes that the allegations made by the plaintiffs against it and its management are coordinated and intended to be opportunistic, particularly in light of the announcement of the Offering and are entirely without merit and the Company intends to vigorously defend itself. The Company does not currently have any accruals or provisions for these matters recorded in the consolidated financial statements.

LEGAL MATTERS

Certain legal matters in connection with this Offering will be passed upon on behalf of the Company by Cassels Brock & Blackwell LLP, and on behalf of the Underwriters by Blake, Cassels & Graydon LLP. As at the date hereof, the partners and associates of Cassels Brock & Blackwell LLP and Blake, Cassels & Graydon LLP, each as a group, beneficially own, directly and indirectly, in the aggregate, less than one percent of the Common Shares.

AUDITOR, TRANSFER AGENT, REGISTRAR AND WARRANT AGENT

Manning Elliott LLP is the independent auditor of the Company and is independent within the meaning of the CPA Code of Professional Conduct of the Chartered Professional Accountants of British Columbia. Manning Elliott LLP’s office is located at 1030 W Georgia Street, Suite#1700, Vancouver, BC V6E 2Y3.

The registrar and transfer agent for the Common Shares is Computershare Investor Services Inc. at its offices in Vancouver, British Columbia.

The warrant agent for the Warrants is Computershare Trust Company of Canada at its offices in Vancouver, British Columbia.

CERTIFICATE OF THE COMPANY

March 16, 2021

This short form prospectus, together with the documents incorporated by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this short form prospectus as required by the securities legislation in each of the provinces of Canada, excluding Québec.

(Signed) “ Norton Singhavon ” Chief Executive Officer

(Signed) “ Kendra Blackford ” Chief Financial Officer

On behalf of the Board of Directors:

(Signed) “ Michael Blady ” (Signed) “ Derek Sanders ” Director Director

C-1

CERTIFICATE OF THE UNDERWRITERS

March 16, 2021

To the best of our knowledge, information and belief, this short form prospectus, together with the documents incorporated by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this short form prospectus as required by the securities legislation in each of the provinces of Canada, excluding Québec.

DESJARDINS SECURITIES INC.

EIGHT CAPITAL

(Signed) “ William Tebbutt ” Managing Director, Investment Banking

(Signed) “ Elizabeth Staltari ” Principal, Managing Director, Investment Banking

C-2

AI assistant

Avant Brands Inc. — Capital/Financing Update 2021

47088_rns_2021-03-16_df28d607-71c9-4ceb-813d-a09ad5ba82c0.pdf

PRELIMINARY SHORT FORM PROSPECTUS

GTEC HOLDINGS LTD.

Notes:

TABLE OF CONTENTS

GENERAL MATTERS

FORWARD-LOOKING INFORMATION

DOCUMENTS INCORPORATED BY REFERENCE

MARKETING MATERIALS

DESCRIPTION OF THE BUSINESS

The Company

Intercorporate Relationships

Summary of the Business

For a more detailed description of the business of the Company, prospective investors should refer to the Company’s Annual Information Form incorporated by reference into this Prospectus and available on the Company’s SEDAR profile at www.sedar.com.

Recent Developments

Sale of Retail Asset

Invictus Note Repayment

Private Placement

Focus Medical

COVID-19 Pandemic

Cannabis Regulatory Framework in Canada

CONSOLIDATED CAPITALIZATION

USE OF PROCEEDS

Available Funds

Use of Available Funds & Business Objectives and Milestones

Notes:

Negative Cash Flow from Operations

PLAN OF DISTRIBUTION

United States Sales

DESCRIPTION OF SECURITIES BEING DISTRIBUTED

Offering

Common Shares

Warrants

PRIOR SALES

TRADING PRICE AND VOLUME

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

Adjusted Cost Base of Unit Share

Exercise of Warrants

Holders Resident in Canada

Expiry of Warrants

Dividends

Dispositions of Common Shares and Warrants

Capital Gains and Capital Losses

Minimum Tax

Holders Not Resident in Canada

Expiry of Warrants

Dividends

Dispositions of Common Shares and Warrants

ELIGIBILITY FOR INVESTMENT

RISK FACTORS

Risks Related to the Offering

An Investment in the Units is Speculative

Investment in the Cannabis Sector

Discretion in the Use of Proceeds

Additional Financing

No Market for Warrants

Volatile Market Price of the Common Shares

Active Liquid Market for Common Shares

Risks Related to Dilution

Going-Concern Risk

Negative Cash Flow from Operations

Risks Related to the Business

Infectious Diseases, Including COVID-19 Pandemic

STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

LEGAL MATTERS

AUDITOR, TRANSFER AGENT, REGISTRAR AND WARRANT AGENT

CERTIFICATE OF THE COMPANY

On behalf of the Board of Directors:

CERTIFICATE OF THE UNDERWRITERS

DESJARDINS SECURITIES INC.

EIGHT CAPITAL

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