Mr. Norton Singhavon of GTEC reports

GTEC HOLDINGS AND INVICTUS MD STRATEGIES ANNOUNCE FORMAL TERMINATION OF MERGER PLANS AND MAINTAIN EXISTING WORKING RELATIONSHIP

Pursuant to the terms of a non-binding letter of intent entered into with Invictus MD Strategies Inc., as announced on Nov. 16, 2018, the parties have mutually agreed to terminate the LOI and not proceed with the merger.

GTEC and Invictus maintain a strong working relationship based on their previously announced definitive agreement dated Aug. 30, 2018, whereby:

1. GTEC entered into a $2-million convertible loan facility with Invictus, at an interest rate of prime plus 5 per cent. The loan facility is convertible at $1.50 per common share of GTEC and is due on the date that is two years following the date of the first draw. As of the date hereof, GTEC has drawn down on the facility.
2. As additional consideration, GTEC has provided Invictus with a right of first refusal to fill up to 30 per cent of any cannabis purchase order domestically and internationally (whether for flower or oil) that GTEC or its wholly owned subsidiaries are seeking to purchase from third party licensed producers for a period of two years.

"We look forward to continuing down the path of GTEC becoming one of Canada's leading premium focused and vertically integrated cannabis companies, while maintaining a strong working relationship with the Invictus team," said Norton Singhavon, founder, chairman and chief executive officer. "Two thousand nineteen will prove to be an instrumental year for GTEC as we continue to execute on our vision and strategy within the premium cannabis market in Canada."

"Invictus is continually aiming to realize its vision of building a cannabis company anchored on its Western Canadian roots, with a focus on satisfying patients' and consumers' needs in the medical and recreational markets, respectively," said George E. Kveton, president and chief executive officer of Invictus. "We look forward to maintaining and further increasing our strong, strategic partnerships with companies like GTEC to support our five pillars of distribution, including medical, recreational, international, licensed producer to licensed producer, and retail."

About GTEC Holdings Ltd.

GTEC Holdings is a specialized craft cannabis company dedicated to cultivating premium-quality cannabis in purpose-built indoor facilities. The company is vertically integrated across all major sectors of the Canadian cannabis industry and holds cultivation, extraction and analytical testing licences. The management team is composed of a diverse skill set sourced from leading global food and beverage and premium alcohol companies. GTEC's retail division is pursuing licensing for over 35 recreational cannabis stores across Western Canada.

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