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