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
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