Avant Brands Inc. — Capital/Financing Update 2021

Mar 11, 2021

UPSIZE TERM SHEET – MARCH 11, 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.

The Issuer:	GTEC Holdings Ltd. (“GTEC” or the "Company").
Offering:	Treasury offering of 25,000,000 units of GTEC (the "Units").
Amount:	$20,000,000 prior to the Over-Allotment Option (as defined below).
Issue Price:	$0.80per Unit(the "Offering Price").
Unit:	Each Unit will be comprised of one common share of the Company (a “Common Share”) and one CommonShare purchase warrant (each a "Warrant"). Each Warrant will entitle the holder thereof to purchase oneCommon Share at an exercise price of $1.04 per Common Share for a period of 36 months from the ClosingDate subject to an accelerated expiry.If the daily volume weighted average trading price of the Common Shares on the Exchange (as definedbelow) for any 10 consecutive days equals or exceeds $2.00, the Company may, upon providing writtennotice to the holders of the Warrants, accelerate the expiry date of the Warrants to the date that is 30 daysfollowing the date of such written notice.
Over-AllotmentOption:	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 30thday following Closing Date, at the solediscretion of the Underwriters, for the purpose of covering over-allotments, if any, such option may beexercised for Units, Common Shares, Warrants or a combination thereof.
Use ofProceeds:	The net proceeds from the Offering are expected to be used to repay indebtedness, fund expansion of theIssuer’s operating capacity, fund international expansion opportunities and for working capital and generalcorporate purposes.
Offering Basis:	Bought deal public offering in each of the provinces of Canada, excluding Québec by way of short formprospectus and into the United States by way of private placement to Qualified Institutional Buyerspursuant 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 (asdefined in Regulation S under the U.S. Securities Act) on a basis which does not require the qualification orregistration of any of the Company’s securities under domestic or foreign securities laws or the filing of aprospectus or similar document in such jurisdictions.
UnderwritingBasis:	"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 theCommon Shares (including the Common Shares comprising the Units, the Common Shares issuableupon 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 reasonablecommercial efforts to list the Warrants on the Exchange.
Eligibility:	Eligible for Canadian RRSPs, RRIFs, RDSPs, DPSPs, RESPs and TFSAs.
UnderwritingFee:	6.0% cash commission (reduced to 3.0% for purchasers on the president’s list) of the gross proceeds of theOffering.
BrokerWarrants:	That number of broker warrants (the “Broker Warrants”) equal to 6.0% (reduced to 3.0% for purchaserson the President’s List) of the number of Units sold pursuant to the Offering. Each Broker Warrant entitlesthe holder thereof to acquire one Common Share at the Offering Price for a period of 36 months from theClosing 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 "ClosingDate").