GTEC Holdings Ltd. Announces Completion of Qualifying Transaction with GreenTec Holdings Ltd.

- June 13th, 2018

GTEC Holdings Ltd. (TSXV: GTEC) (the “Company”), formerly Black Birch Capital Acquisition III Corp. (TSXV: BBC.H), is pleased to announce that it completed its previously announced business combination (the “Transaction”) between the Company and GreenTec Holdings Ltd. (“GreenTec”).

GTEC Holdings Ltd. (TSXV: GTEC) (the “Company”), formerly Black Birch Capital Acquisition III Corp. (TSXV: BBC.H), is pleased to announce that it completed its previously announced business combination (the “Transaction”) between the Company and GreenTec Holdings Ltd. (“GreenTec”). In connection with the Transaction, the Company consolidated its common shares on the basis of one post-consolidation share for each 12 pre-consolidation shares (the “Consolidation”) and changed its name to “GTEC Holdings Ltd.”.  The Transaction will constitute the Company’s “Qualifying Transaction” pursuant to Policy 2.4 of the TSX Venture Exchange (the “Exchange”) and the Company will carry on the business of GreenTec.

The Exchange issued its conditional approval of the Transaction on May 25, 2018. The Company’s post-Consolidation common shares (the “Common Shares”) will resume trading on the Exchange under the new ticker symbol “GTEC” after the Exchange’s conditions for listing are satisfied and the Exchange issues its final exchange bulletin confirming the completion of the Transaction. The Company, in due course, will advise when the Common Shares will resume trading. For the investors who settled directly with the GreenTec, the Company expects that the TSX Trust will deliver the physical share certificates by the end of next week.

The focus of the Company’s business going forward will be growing, marketing and retailing cannabis in Canada.

Additional information in respect of the Company’s business is available in the Company’s Filing Statement dated May 29, 2018, which is available under the Company’s SEDAR profile at www.sedar.com.

The Company acquired all of the issued and outstanding shares of GreenTec through a three-cornered amalgamation involving a wholly-owned subsidiary of the Company and GreenTec. Pursuant to the Transaction, the Company issued to the shareholders of GreenTec an aggregate of 84,560,916 Common Shares. Outstanding GreenTec common share purchase warrants by their terms become exercisable for an aggregate of 26,113,306 Common Shares. Outstanding GreenTec options by their terms become exercisable for an aggregate of 7,599,247 Common Shares.

With the completion of the Transaction, the Company has 85,741,811 Common Shares issued and outstanding (on an undiluted basis). The principals of the Company and certain shareholders of the Company collectively hold 19,089,227 Common Shares, all of which are subject to a Tier 2 Surplus Security Escrow Agreement pursuant to the policies of the Exchange. In addition, 2,650,000 Common Shares held by non-principals of the Company are subject to a Tier 2 Value Security Escrow Agreement.

In connection with the completion of the Transaction, the Company is pleased to announce its board of directors as follows: Norton Singhavon, Kamaldeep Thindal, Michael Blady, Aaron Dow and Derek Sanders. In addition, the Company is pleased to announce its executive management as follows:

  • Norton Singhavon, Chief Executive Officer and Chairman;
  • Michael Blady, Vice-President and Secretary;
  • Jeremy Wright, Chief Financial Officer;
  • David Lynn, Chief Operating Officer; and
  • David Buckle, VP Operations.

“Completing the TSX Venture listing is a key milestone for GTEC, as we embark to become Canada’s leading vertically integrated craft cannabis company,” said Norton Singhavon, Chairman and CEO of the Company. Mr. Singhavon further commented, “fulfilling our commitment to become a publicly listed issuer will provide GTEC with access to institutional capital to foster our development and expansion plans within Canada and other federally legalized jurisdictions.”

About GreenTec

GreenTec was founded in 2017 to capitalize on opportunities in the nascent and rapidly growing legal cannabis industry. GreenTec is a private corporation based in Kelowna, British Columbia. GreenTec is focused on growing premium quality craft cannabis in purpose-built indoor facilities. GreenTec currently holds a 100% interest in GreenTec Bio-Pharmaceuticals Corp., Grey Bruce Farms Inc., Zenalytic Laboratories Ltd., Falcon Ridge Naturals Ltd., Alberta Craft Cannabis Inc. (formerly Grenex Pharms Inc.), and Tumbleweed Farms Corp.

Investors are cautioned that, except as disclosed in the Filing Statement or Management Information Circular to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.

The TSX Venture Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

The securities of the Company have not been and will not be registered under the United States Securities Act of 1933, as amended and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain “forward-looking statements” under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to the trading date of the Common Shares. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

SOURCE GreenTec Holdings

For further information: GTEC Holdings Ltd., Norton Singhavon, Chief Executive Officer, contact@gtec.co

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