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Cision Canada
03-07-2025
- Business
- Cision Canada
CONVERSION OF DEBENTURE INTEREST INTO EQUITY AND AMENDMENT OF DEBENTURES
MONTRÉAL, July 2, 2025 /CNW/ - Geekco Technologies Corporation (the " Corporation" or " Geekco") (TSXV: GKO) is pleased to announce that, in accordance with the terms and conditions of the convertible debenture units issued on March 1, 2021 (the " First Tranche Debentures Units 2021"), April 14, 2021 (the " Second Tranche Debenture Units 2021", and collectively with the First Tranche Debenture Units 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) 1,724,133 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 and equal to $100,000; (ii) 500,000 Common Shares as settlement of payments of interest at a rate of 10% per year on an aggregate principal amount of $250,000 of the Second Tranche Debentures Units 2021 and equal to $25,000; and (iii) 1,293,103 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 and equal to $75,000. The Common Shares will be issued at the price of $0.058 per Common Share with respect to the First Tranche Debentures Units 2021 and Debenture Units 2023, which is equal to the volume-weighted average trading price (" VWAP") of the Common Shares on the TSXV for the last 20 days prior to the respective applicable payment date. The Common Shares will be issued at the price of $0.05 per Common Share with respect to the Second Tranche Debentures Units 2021, which equals the closing price on the applicable payment date, as it exceeded the 20-day VWAP. The Common Shares will also be subject to a statutory four-month hold period beginning on the date of issuance. Extension and Modifications to Outstanding Convertible Debentures Geekco also announces modifications to the outstanding First Tranche Debentures Units 2021, Second Tranche Debentures Units 2021 and Debenture Units 2023, representing an aggregate principal amount of $1,720,000. The modifications consist of an extension of their respective maturity dates by 24 months from the current maturity date of March 1, 2025, with respect to the First Tranche Debentures Units 2021 and the Debentures Units 2023 (together representing an aggregate principal amount of $1,470,000), and April 14, 2025, for the Second Tranche Debenture Units (representing an aggregate principal amount of $250,000) (the " Current Maturity Date"). During this extended period, (i) the minimum conversion price of the principal amount in Common Shares by the Corporation will be of $0.15 during the first 12 months from the Current Maturity Date and of $0.30 thereafter; (ii) the VWAP 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 $0.225 during the first 12 months from the Current Maturity Date and of $0.30 thereafter; and (iii) the conversion rate of the principal amount in Common Shares by the debentures units holders will be of 6,666 Common Shares per $1,000 Debenture if converted during the first 12-month period from the issue date and of 3,333 Common Shares thereafter. All other terms of the debenture units remain unchanged, including those of the attached warrants, which have not been extended and have thus expired at maturity, as well as the respective interest rates of 10% for the 2021 Debenture Units and 15% for the 2023 Debenture Units, except that interests for the latter with respect to its third anniversary year and going forward are now payable at the maturity date (uncompounded and not capitalized). Each Warrant which were attached to the Debenture Units 2021 and the Debenture Units 2023 (now expired) entitled their holders to acquire one Common Share for a period of 24 months at an exercise price equal to (i) $0.75 during the first year ($0.50 for the Debenture Units 2023) and (ii) $1.00 during the second year ($0.75 for the Debenture Units 2023), 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. These modifications will take effect as of the respective Current Maturity Date of each set of convertible debentures, subject to the approval of the TSXV. For more details on the Debenture Units 2021 and Debenture Units 2023, please refer to the press releases issued by the Corporation on March 1 and April 14, 2021, as well as March 2 and April 13, 2023. The Debenture Units 2023 indirectly held by Henri Harland, a holder of more than 10% of the outstanding securities of the Corporation, through Gestion Harland Inc., are now convertible into up to a potential of 3,333,333 Common Shares. In addition, 1,293,103 Common Shares were issued to Gestion Harland Inc. in settlement of interest payments on the Debenture Units 2023. As a result, Mr. Harland's shareholding, directly and indirectly, has increased by 0.69% to reach 21.33% on an undiluted basis after closing of the above repricing of the Debentures Units 2023 (has increased by 1.65% to reach 26.30% on a partly diluted basis). Xavier Harland, a holder of more than 10% of the outstanding securities of the Corporation on a partly diluted basis, has received directly 43,103 Common Shares pursuant to the settlement of the interests in shares and his Debenture Units 2021 are now convertible into up to a potential of 166,666 Common Shares. His shareholding, directly and indirectly, decreased by 0.35% to reach 8.77% on an undiluted basis after closing of the settlement of payments of interests and the above repricing of the First Tranche Debentures Units 2021 (decreased by 0.48% to reach 14.30% on a partly diluted basis). 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 (" 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 closing date, 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 conversion of debenture interest into equity, 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 Tell Me 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.
Yahoo
04-06-2025
- Business
- Yahoo
GEEKCO ANNOUNCES AN EXTENSION OF ITS PRIVATE PLACEMENT
MONTRÉAL, June 4, 2025 /CNW/ - Geekco Technologies Corporation (the "Corporation" or "Geekco") (TSXV: GKO) announces that it extends until July 4, 2025 its non-brokered private placement (the "Private Placement") for which, as announced on April 17 and May 7, 2025, two tranches have already closed with the issuance of an aggregate of 4,480,000 units ("Units") at a price of $0.05 per Unit for aggregate gross proceeds of $224,000 out of a maximum of $400,000 (or 8,00,000 Units). Each Unit consists of one (1) Class A share of the share capital of the Corporation (each a "Common Share") and one (1) warrant (each a "Warrant"). Each Warrant entitles the holder to acquire one (1) additional Common Share at a price of $0.08 until three (3) years from their issuance date. 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 Tell Me 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 View original content: Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Globe and Mail
07-05-2025
- Business
- Globe and Mail
GEEKCO ANNOUNCES CLOSING OF SECOND TRANCHE OF PRIVATE PLACEMENT
MONTRÉAL , May 7, 2025 /CNW/ - Geekco Technologies Corporation (the " Corporation" or " Geekco") (TSXV: GKO) is pleased to announce that it has closed as of today the second tranche of a non-brokered private placement (the " Private Placement"). Under the second tranche of Private Placement, the Corporation issued 1,500,000 units (" Units") at a price of $0.05 per Unit for aggregate gross proceeds of $75,000 . This second tranche brought the aggregate proceeds of the Private Placement to 224 000 $ (or 4,480,000 Units) when combined with the first tranche out of a maximum of $400,000 (or 8,000,000 Units). Each Unit consists of one (1) Class A share of the share capital of the Corporation (each a " Common Share") and one (1) warrant (each a " Warrant"). Each Warrant entitles the holder to acquire one (1) additional Common Share at a price of $0.08 until three (3) years from their issuance date. The Corporation intends to use the net proceeds from Private Placement for general and working capital purposes. Any intermediary can receive a cash commission of up to 7% of the aggregate gross proceeds of subscriptions for the Private Placement submitted by this intermediary; and a commission in the form of intermediary warrants for an equivalent number of up to 7% of the number of Units issued under the Private Placement from subscriptions submitted by this intermediary. Each intermediary warrant will have the same terms as the Warrants included in the Units. There was no commission paid in connection with the second tranche of the Private Placement. All securities issued within the Private Placement are subject to a four-month and one-day resale restriction period from the closing date of the Private Placement. The Private Placement is subject to the final approval of the TSX Venture Exchange (the " TSXV") and any other applicable regulatory approvals. Under the Private Placement, André Godin, Chairman of the Board of the Corporation, subscribed directly to 300,000 Units for gross proceeds of $15,000 . His shareholding increased by 0.3% to reach 2.7% on an undiluted basis after closing of the Private Placement (by 0.6% to reach 5.7% on a partly diluted basis). Also, Henri Harland , owner of more than 10% of the Corporation's securities, subscribed directly to 1,000,000 Units for gross proceeds of $50,000 . His shareholding, directly and indirectly, increased by 0.9% to reach 20.6% on an undiluted basis after closing of the Private Placement (by 1.7% to reach 24.6% on a partly diluted basis). Such transactions are "related party transactions" as defined under Multilateral Instrument (" MI 61-101") and are exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as the Corporation is listed on the TSXV and the fair market value of any security issued to, or the consideration paid, does not exceed 25% of the Corporation's market capitalization. The Corporation did not file a material change report pertaining to the insider's interest more than 21 days before the closing of the Private Placement, as the details of this insider's participation had not been confirmed at that time. The board members of the Corporation unanimously, but excluding André Godin, reviewed the state of the financial market and determined that the terms and conditions of the Private Placement, including the subscription of the related party, were fair and equitable and represented the best strategic financing option available. In addition, neither the Corporation nor the said related party has knowledge of any material information concerning the Corporation or its securities that have 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 Tell Me 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.
Cision Canada
02-05-2025
- Business
- Cision Canada
GEEKCO ANNOUNCES AN EXTENSION OF ITS PRIVATE PLACEMENT AND A CHANGE TO ITS BOARD OF DIRECTORS
MONTRÉAL, May 2, 2025 /CNW/ - Geekco Technologies Corporation (the " Corporation" or " Geekco") (TSXV: GKO) announces that it extends until June 4, 2025 its non-brokered private placement (the " Private Placement") for which, as announced on April 17, 2025, a first tranche closed with the issuance of 2,980,000 units (" Units") at a price of $0.05 per Unit for aggregate gross proceeds of $149,000 out of a maximum of $400,000 (or 8,000,000 Units). Each Unit consists of one (1) Class A share of the share capital of the Corporation (each a "Common Share") and one (1) warrant (each a " Warrant"). Each Warrant entitles the holder to acquire one (1) additional Common Share at a price of $0.08 until three (3) years from their issuance date. The Corporation also announces that it has accepted the resignation of Mr. Sylvain Aird from Geekco's Board of Directors. The Corporation extends its gratitude to Mr. Aird for his valuable contributions since Geekco has been listed on the TSX Venture Exchange. The Corporation wishes him the best in his future endeavours. 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 Tell Me 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
