Avant Brands Inc. — Capital/Financing Update 2021

Mar 16, 2021

GTEC Holdings Ltd.

March 10, 2021

A preliminary short form prospectus containing important information relating to the securities described in this document has not yet been filed with the securities regulatory authorities in all of the provinces of Canada excluding Quebec. A copy of the preliminary short form prospectus is required to be delivered to any investor that received this document and expressed an interest in acquiring the securities. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final short form prospectus has been issued. This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the preliminary short form prospectus, final short form prospectus and any amendment, for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

The securities offered by the short form prospectus have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, except in transactions exempt from the registration requirements of the 1933 Act and any applicable state securities laws. The 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.

Terms and Conditions

	Terms and Conditions
The Issuer:	GTEC Holdings Ltd. (“GTEC” or the "Company").
Offering:	Treasury offering of 18,750,000 units of GTEC (the "Units").
Amount:	$15,000,000 prior to the Over-Allotment Option (as defined below).
Issue Price:	$0.80 per Unit (the "Offering Price").
Unit:	Each Unit will be comprised of one common share of the Company (a “Common Share”) and one Common
	Share purchase warrant (each a "Warrant"). Each Warrant will entitle the holder thereof to purchase one
	Common Share at an exercise price of $1.04 per Common Share for a period of 36 months from the Closing
	Date subject to an accelerated expiry.
	If the daily volume weighted average trading price of the Common Shares on the Exchange (as defined below)
	for any 10 consecutive days equals or exceeds $2.00, the Company may, upon providing written notice to the
	holders of the Warrants, accelerate the expiry date of the Warrants to the date that is 30 days following the
	date of such written notice.
Over-Allotment Option:	The Underwriters will have an option exercisable, in whole or in part, to purchase up to an additional 15% of
	the Units, at the Offering Price, at any time on or prior to the 30th day following Closing Date, at the sole
	discretion of the Underwriters, for the purpose of covering over-allotments, if any, such option may be
	exercised for Units, Common Shares, Warrants or a combination thereof.
Use of Proceeds:	The net proceeds from the Offering are expected to be used to repay indebtedness, fund expansion of the
	Issuer’s operating capacity, fund international expansion opportunities and for working capital and general
	corporate purposes.
Offering Basis:	Bought deal public offering in each of the provinces of Canada, excluding Québec by way of short form
	prospectus and into the United States by way of private placement to Qualified Institutional Buyers pursuant
	to Rule 144A of the 1933 Act.
	The Offering may also be made available outside Canada and the United States to non-U.S. persons (as defined
	in Regulation S under the U.S. Securities Act) on a basis which does not require the qualification or registration
	of any of the Company’s securities under domestic or foreign securities laws or the filing of a prospectus or
	similar document in such jurisdictions.
Underwriting Basis:	"Bought Deal", subject to conventional bought deal termination provisions and closing conditions.
Listing:	The Company’s issued and outstanding Common Shares trade on the TSX Venture Exchange (the “Exchange”)
	under the symbol “GTEC”. Prior to the Closing Date, the Company will apply to list the Common Shares
	(including the Common Shares comprising the Units, the Common Shares issuable upon the due exercise of
	the Warrants and the Broker Warrants). Listing will be subject to the Company fulfilling all of the listing

	conditions of the Exchange. In addition, the Company shall use reasonable commercial efforts to list the
	Warrants on the Exchange.
Eligibility:	Eligible for Canadian RRSPs, RRIFs, RDSPs, DPSPs, RESPs and TFSAs.
Underwriting Fee:	6.0% cash commission (reduced to 3.0% for purchasers on the president’s list) of the gross proceeds of the
	Offering.
Broker Warrants:	That number of broker warrants (the “Broker Warrants”) equal to 6.0% (reduced to 3.0% for purchasers on
	the President’s List) of the number of Units sold pursuant to the Offering. Each Broker Warrant entitles the
	holder thereof to acquire one Common Share at the Offering Price for a period of 36 months from the
	Closing Date.
Joint-Bookrunners:	Desjardins Capital Markets (“Desjardins”) and Eight Capital (together with Desjardins, the “Underwriters”).
Closing Date:	On or about March 30, 2021 or such other date as the Company and Desjardins may agree (the "Closing
	Date").