LAVAL, QC, March 1, 2024 /CNW/ – Geekco Technologies Corporation (the “Corporation” or “Geekco”) (TSXV: GKO) has announced that in accordance with the terms and conditions of the convertible debenture units issued on March 1, 2021 (the “Debentures Units 2021”) and March 1, 2023 (the “Debentures Units 2023”), Geekco has agreed, subject to the approval of the TSX Venture Exchange (the “TSXV”), to issue (i) 1,234,564 class A shares (the “Common Shares”) as settlement of payments of interest at a rate of 10% per year on an aggregate principal amount of $1,000,000 of the first tranche Debentures Units 2021 announced on March 1, 2021 and equal to $100,000 accrued between March 1, 2023 to February 29, 2024 (the “Interest Period”); and (ii) 925,925 Common Shares as settlement of payments of interest at a rate of 15% per year on an aggregate principal amount of $500,000 of the Debentures Units 2023 announced on March 2, 2023 and equal to $75,000 accrued during the Interest Period. The Common Shares will be issued at the $0.081 per Common Share, which is equal to the volume weighted trading price of the Common Shares on the TSXV for the last 20 days prior to the applicable payment date. They will also be subject to a statutory four-month hold period beginning as of the date of issuance of the Common Shares.
Henri Harland, a controlling shareholder of the Corporation, has received indirectly through Gestion Harland Inc. 925,925 Common Shares pursuant to the settlement of the interests in shares. His current direct and indirect holding on a non-diluted basis of 23.20% reaches now 23.91% while his direct and indirect holding on a partially diluted basis, currently of 26.78%, is now of 27.33%. Xavier Harland, an officer of the Corporation, has received directly 30,864 Common Shares pursuant to the settlement of the interests in shares. His current direct and indirect holding on a non-diluted basis of 12.14% reaches now 11.75% while his direct and indirect holding on a partially diluted basis, currently of 19.3%, is now of 18.73%. The issuances of the Common Shares to those insiders constitute related party transactions, but which are exempt from the requirement to provide a formal valuation and obtain minority approval under Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions (the “Regulation 61-101”), and the board of directors of the Corporation, which includes independent directors in respect of the transactions who are not employees of the Corporation, has unanimously approved the issuances. These transactions are exempt from the formal valuation and minority shareholder approval requirements of Regulation 61-101 as the Corporation is listed on the TSX Venture Exchange and the fair market value of any security issued to, or the consideration paid, does not exceed 25% of the Corporation’s market capitalization. Geekco did not file a material change report pertaining to the insiders’ interests more than 21 days prior to the date of the closing of the private placement, as such insiders’ interests were not determined at that time. The board members of the Corporation unanimously reviewed its financial conditions and the state of the financial market and determined that the terms and conditions of the private placement, including the issuance to the related party, were fair and equitable and represented the best strategic option available. In addition, neither the Corporation nor the said related parties have knowledge of any material information concerning the Corporation or its securities that has not been generally disclosed.
ABOUT GEEKCO
Geekco is positioned at the forefront of technological solutions that are evolving the new way of doing marketing while stimulating and energizing the economy of each city and each neighborhood by making consumers and shops interact like never before. Its FlipNpik application allows users to discover businesses around them in real time using the interactive map, access exclusive rewards and even find a job. Shops thus increase their traffic and their visibility while recruiting their future employees. All this in the same app.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE Geekco Technologies inc
