Avant Brands Inc. — Remuneration Information 2021

May 29, 2021

GTEC HOLDINGS LTD. (the “Company” or “GTEC”)

STATEMENT OF EXECUTIVE COMPENSATION

The following information is presented by the management of the Company in accordance with Form 51-102F6V – Statement of Executive Compensation – Venture Issuers and sets forth compensation for the year ended November 30, 2020. This Statement of Executive Compensation is dated for reference May 28, 2021.

General

The following terms when used in this Statement of Executive Compensation will have the following meanings:

“ compensation securities ” includes options, convertible securities, exchangeable securities and similar instruments, including stock appreciation rights, deferred share units and DSU/RSUs granted or issued by the Company or one of its subsidiaries (if any) for services provided or to be provided, directly or indirectly to the Company or any of its subsidiaries (if any);

“ NEO ” or “ Named Executive Officer ” means:

• (a) each individual who served as Chief Executive Officer (“ CEO ”) of the Company, or who performed functions similar to a CEO, during any part of the most recently completed financial year, each individual who served as Chief Financial Officer (“ CFO ”) of the Company, or who performed functions similar to a CFO, during any part of the most recently completed financial year,

• (b) the most highly compensated executive officer of the Company or any of its subsidiaries other than individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000 for that financial year, and

• (c) each individual who would be a NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the Company or its subsidiaries (if any), nor acting in a similar capacity, at the end of that financial year;

“ plan ” includes any plan, contract, authorization or arrangement, whether or not set out in any formal document, where cash, compensation securities or any other property may be received, whether for one or more persons; and

“ underlying securities ” means any securities issuable on conversion, exchange or exercise of compensation securities.

Based on the foregoing definitions during the most recently completed financial year ended November 30, 2020, the Company had 4 NEOs, namely Norton Singhavon, CEO, Kendra Blackford, CFO, David Lynn, COO and Michael Blady, VP and Director.

Director and Named Executive Officer Compensation, excluding Compensation Securities

The following table sets forth all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Company or a subsidiary, to each NEO and director of the Company, in any capacity, including, for greater certainty, all plan and non-plan compensation, direct and indirect pay, remuneration, economic or financial award, reward, benefit, gift or perquisite paid, payable, awarded, granted, given or otherwise provided to the NEO or a director of the Company for services provided and for services to be provided, directly or indirectly, to the Company or its subsidiary.

-1-

Name and Position(1)	Year	Salary,	Bonus ($)	Committee	Value of	Value of All	Total Compensation
		Consulting Fee,				Other
				or Meeting	Perquisites
		Retainer or				Compensation	($)
		Commission ($)		Fees ($)	($)	($)
Norton Singhavon_Director, CEO_and Chairman	20192020	100,000211,846	NilNil	NilNil	NilNil	NilNil	100,000211,846
Michal Blady_Director, VP,_Secretary	20192020	60,000118,384	NilNil	NilNil	NilNil	NilNil	60,000118,384
Aaron Dow_Director(1)_	20192020	Nil20,000	Nil	Nil	Nil	Nil	Nil20,000
Derek Sanders_Director (1)_	20192020	Nil20,000	Nil	Nil	Nil	Nil	Nil20,000
Jurgen Schreiber_Director(1)_	20192020	Nil20,000	Nil	Nil	Nil	Nil	Nil20,000
Kendra Blackford_CFO(4)_	20192020	155,032176,569	NilNil	Nil	Nil	Nil	155,032166,569
David Lynn_COO(5)_	20192020	144,753156,732	NilNil	Nil	Nil	Nil	144,753156,732
Jeremy Wright_Former CFO(2)(3)_	20192020	213,000Nil	NilNil	Nil	Nil	35,000Nil	248,000Nil

(1) Individuals are paid compensation for their role as a director or for their role in a committee, as applicable.

• (2) Mr. Wright ceased to be CFO on August 13, 2019.

• (3) Mr. Wright’s services as Chief Financial Officer of the Company were provided in accordance with a consulting arrangement entered into between Seatrend Strategy Group and the Company. A termination fee of $35,000 was paid to Seatrend Strategy Group further to the termination of this consulting agreement.

• (4) Ms. Blackford was appointed Interim CFO as of August 27, 2019. Prior to that role, Ms. Blackford was a Consultant of the Company in accordance with a consulting arrangement entered into on January 16, 2018.

• (5) Mr. Lynn was appointed as COO as of March 11, 2019. Prior to that, Mr. Lynn held another role with the Company.

Stock Options and Other Compensation Securities

No stock options or other compensation securities were granted or issued to directors or NEOs by the Company, or any subsidiary thereof, in the year ended November 30, 2020.

Exercise of Compensation Securities by Directors and NEOs

During the Company’s most recently completed fiscal year ended November 30, 2020, no exercises of compensation securities were made by a director or NEO of the Company.

Stock Option Plans and Other Incentive Plans

As at November 30, 2020, the Company had one equity incentive plan, being the Stock Option Plan, which was last approved by the Shareholders at the Company’s annual and special meeting held on November 18, 2020.

Stock Option Plan

The current Stock Option Plan of the Company is a “rolling” stock option plan that is administered by the board of directors of the Company (“ Board ”) (or a committee thereof), pursuant to which the number of Shares reserved for issuance from time to time will not exceed 10% of the issued and outstanding Shares at the date of any grant, on an undiluted basis. The Stock Option Plan provides that the Board may, from time to time, in its discretion, grant options to directors, officers, employees, consultants and other personnel of the Company and its subsidiaries or affiliates. As at May 28, 2021, there were 5,380,000 options outstanding under the Stock Option Plan.

-2-

Employment, Consulting and Management Agreements

GTEC engaged Seatrend Strategy Group to provide Chief Financial Offer services as of June 11, 2018. The services are provided by Jeremy Wright, CPA, CMA and in the event of termination (either involuntary without just cause or due to change of control) GTEC was obligated to pay a lump sum payment of 6 months’ salary payable to Seatrend Strategy Group. A termination fee of $35,000 was ultimately negotiated with Mr. Wright.

The following terms are contained in employment agreements signed with the following NEOs (all capitalized terms have the meanings ascribed to them in the relevant agreements described below). Employment contract with Norton Singhavon, CEO, provides that in the event of a without cause termination, a severance amount equal to the following is payable: i) 18 months Base Salary; plus ii) the value of the average of any annual Discretionary Bonus and revenue incentive bonus paid over the 3 years preceding termination, pro-rated for the year of termination; provided that if termination occurs due to a Change in Control, such Severance Amount shall equal: i) 36 months Base Salary; plus ii) the value of the average of any annual Discretionary Bonus and revenue incentive bonus paid over the 3 years preceding termination, pro-rated for the year of termination.

Employment contract with Mike Blady, V.P, provides that in the event of a without cause termination, a severance amount equal to the following is payable: i) 12 months Base Salary; plus ii) the value of the average of any annual Discretionary Bonus and revenue incentive bonus paid over the 3 years preceding termination, pro-rated for the year of termination; provided that if termination occurs due to a Change in Control, such Severance Amount shall equal: i) 24 months Base Salary; plus ii) the value of the average of any annual Discretionary Bonus and revenue incentive bonus paid over the 3 years preceding termination, pro-rated for the year of termination.

Employment contract with Kendra Blackford, Interim CFO, provides that in the event of a without cause termination, 4 weeks’ notice of termination is required.

With the exception of the above-referenced employment contracts and contracts with Seatrend Strategy Group, neither the Company, nor its subsidiaries, has a contract, agreement, plan or arrangement that provides for payments to a NEO at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change of control of the Company or its subsidiaries, or a change in responsibilities of the NEO following a change in control. The Company has no Management agreements or arrangements with any other persons to perform or provide functions typically provided by a director or a NEO.

Oversight and Description of Director and NEO Compensation

Director and NEO compensation is initially considered by the compensation committee of the Board (the “ Compensation Committee ”), which is currently comprised of Aaron Dow (Chair), Jurgen Schreiber and Derek Sanders, and then recommended to the Board for approval.

The Compensation Committee assists the Board in fulfilling its obligations relating to compensation issues. The Compensation Committee considers the compensation of executive officers, seeking information and feedback from Management of the Company, when needed. The proposed executive compensation is then presented to the Board for approval and/or ratification, as applicable. The Compensation Committee also makes recommendations to the Board respecting the Company’s incentive compensation plans, including administration of the Option Plan. It also has the responsibilities of reviewing and recommending director compensation, overseeing the Company’s base compensation structure and equity-based compensation program, recommending compensation of the Company’s officers and employees to the Board, and evaluating the performance of officers generally and in light of annual goals and objectives.

In addition to the foregoing, certain directors may be paid additional fees in special circumstances, as determined in the sole discretion of the Board, such as in connection with serving on a special committee of the Board from time to time. As of September 30, 2020, the Board has added nomination of director duties to the duties of the Compensation Committee.

-3-