LAVAL, Quebec, March 02, 2023 (GLOBE NEWSWIRE) — Geekco Technologies Corporation (the “Corporation” or “Geekco”) (TSX-V: GKO; OTCQB: GKOTF) has announced that in accordance with the terms and conditions of the convertible debenture units issued on March 1, 2021 (the “Debentures Units”), Geekco has agreed, subject to the approval of the TSX Venture Exchange (the “TSXV”), to issue, on March 1, 2023, 877,188 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 announced on March 1, 2021 and equal to $100,000 accrued between March 1, 2022 to February 28, 2023. The Common Shares will be issued at the $0.114 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.
Geekco had further announced modifications, effective as of March 1, 2023, to the outstanding Debentures Units with respect to an aggregate amount of $1,000,000. Such modifications consist in an extension of their maturity date by 24 months from the current maturity date of March 1, 2023 (the “Current Maturity Date”) during which (i) the minimum conversion price of the principal amount in Common Shares by the Corporation will be of $0.25 during the first 12-months from the Current Maturity Date and of $0.50 thereafter; (ii) the volume weighted trading price of the Common Shares for the last 20 days on the TSXV which triggers the option by the Corporation to accelerate the conversion is of $0.50 during the first 12-months from the Current Maturity Date and of $0.75 thereafter; and (iii) the conversion rate of the principal amount in Common Shares by the Debentures Units holders will be of 4,000 Common Shares per $1,000 Debenture if converted during the first 12 months period from the issue date and of 2,000 Common Shares thereafter. All the other terms of the Debenture Units remain unchanged, including those of the warrants which were attached to them.
Geekco also announces that it closed, on March 1, 2023, a first tranche of a non-brokered private placement (the “Offering”) of 500 unsecured convertible debenture units (“Units”) at a subscription price of $1,000 per Unit for a gross proceeds of $500,000 (“Principal Amount”) out of a maximum of $2,000,000. Each Unit consists of (i) $1,000 in principal amount of unsecured convertible debentures of the Corporation (“Debentures”); and (ii) 825 detachable warrants (“Warrants”) to purchase Common Shares.
The Debentures are payable on the maturity date that is 24 months from issuance (“Maturity Date”) in cash or in Common Shares at the option of the Corporation and bear a 15% interest rate per year, accruing in arrears, payable at the end of each anniversary date either in cash or in Common Shares, at the option of the Corporation. The Corporation may prepay the Debentures at any time, in whole or in part. A minimum of six months of interest on the initial Principal Amount is payable in case of such prepayment (except in case of a Mandatory Conversion as defined hereinafter) or an event of default.
If payment at the option of the Corporation is made in Common Shares, the price per share issued shall be 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, subject to a minimum price of $0.25 during the first year and $0.50 during the second year in the case of the Principal Amount and the minimum price pursuant to the TSXV policies and the TSXV approval in the case of the interest.
The holder may, at any time and, at its sole discretion, and even after receiving the redemption notice from the Corporation, require the conversion of the entire outstanding Principal Amount, exclusive of any interests, into 4,000 Common Shares per $1,000 Debenture if converted during the first 12 months period from the issue date or 2,000 Common Shares if converted during the second 12 months period from the issue date (the “Subscriber Conversion Ratio”).
In the event that, prior to the Maturity Date, the volume weighted trading price of the Common Shares for the last 20 days on the TSXV is equal to, or greater than (i) $0.50 during the first year of the issuance of the Debentures or (ii) $0.75 during the second year of the issuance of the Debentures, then the Principal Amount of the Debentures shall, at the option of the Corporation, be converted at the applicable Subscriber Conversion Ratio (the “Mandatory Conversion”).
Each Warrant entitle its holder to acquire one Common Share for a period of 24 months at an exercise price equal to (i) $0.50 during the first year and (ii) $0.75 during the second year, provided that if the volume weighted trading price of the Common Shares for the last 20 days on the TSXV is equal to, or greater than the applicable exercise price plus 20% per Common Share, then the Corporation may force the holder to exercise the Warrants into Common Shares within 30 days, after which the Warrants shall automatically expire.
Any finder may be paid a commission (i) in cash for up to 6% of the Principal Amount it introduced, (ii) in a number of finder’s warrants equivalent to up to 6% of the Principal Amount of the Debentures it introduced divided by $0.50 (the “Finder Warrants”), or (iii) a combination thereof. The Finder Warrants have the same terms of the Warrants. For the first tranche, no commission was payable.
The proceeds of the offering shall be used for general working capital and corporate purposes of the Corporation.
All securities issued pursuant to the Offering are subject to the applicable statutory hold period of four months and one day from the closing. The Offering is subject to the final approval of the TSXV.
Henri Harland, a director and controlling shareholder of the Corporation subscribed indirectly for an aggregate principal amount of Debenture Units of $500,000 convertible into up to a potential of 2,412,500 Common Shares. His current holding on a non-diluted basis remains unchanged at 35.57% while its holding on a partially diluted basis (should a potential conversion of the Debentures Units and the underlying Warrants occurs), currently of 36.25%, would be of 40.06%. Xavier Harland, an officer of the Corporation has received directly 21,929 Common Shares pursuant to the settlement of the interests in shares. His current holding on a non-diluted basis of 5.22% reaches now 5.28% while its holding on a partially diluted basis, currently of 5.38%, would be of 5.44%. The issuances of the Debentures Units and 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, 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. 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. Geekco did not file a material change report with respect to the insiders’ interests at least 21 days prior to the date of the closing of the private placements, as such insiders’ interests were not determined at that time.
ABOUT GEEKCO
Geekco is positioned at the forefront of technological solutions that stimulate and energize the local economy with its FlipNpik app and its collaborative ecosystem bringing together the digital and virtual universe paired with blockchain. FlipNpik increases traffic, sales and visibility of businesses while rewarding users who encourage the local economy. The ecosystem and the FlipNpik app bring together the main players in the economy: consumers, merchants (retailers, restaurants, services, etc.), our ambassadors and our corporate partners to stimulate purchases and boost visibility of shops in every city and every neighborhood. Our active users, who consume with registered local businesses and those who create and share digital content within the platform receive "Social Flips" which they use to obtain rewards and/or exclusive offers offered by our strategic partners and local businesses.
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.
For more information, please contact:
Geekco Technologies Corporation:
Mario Beaulieu, Chief Executive Officer
Telephone: (514) 402-6334
