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LAVAL, QC, Jan. 12, 2024 /CNW/ – Geekco Technologies Corporation (the “Corporation” or “Geekco“) GKO; GKOTF is pleased to announce a private placement for a gross proceeds maximum of $700,000 (the “Private Placement“) by the issuance of a maximum of 20,000,000 units at a price of $0.035 each (each a “Unit“). 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 $0.05 until three (3) years from their issuance date.
The Corporation will use the maximum proceeds from the Private Placement approximatively as follow: 5% for payments to non-arm’s length parties of the Corporation, 25% to various creditors and 70% for the improvement of the working capital.
Any intermediary can receive a cash commission of up to 7% of the aggregate gross proceeds of subscriptions for the 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 placement from subscriptions submitted by this intermediary. Each intermediary warrant will have the same terms as the Warrants included in the Units.
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 TSX Venture Exchange approval and any other applicable regulatory approvals.
Multilateral Instrument 61-101
Under the Private Placement, André Godin, Chairman of the Board of the Corporation, intends to subscribe directly to 857,142 Units for a gross proceeds of $30,000. His current shareholding on an undiluted and diluted basis is at 0.40% (increases to 1.75% on an undiluted basis and to 3.19% on a partly diluted basis, assuming the Private Placement closes for the maximum gross proceeds). Such transaction is a “related party transaction” as defined under Multilateral Instrument (“MI 61-101“). The transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 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. The Corporation did not file a material change report pertaining to the insider’s interest more than 21 days before the closing of the Offering, as the details of this insider’s participation had not been confirmed at that time. The board members of the Corporation, excluding André Godin, reviewed the state of the financial market and unanimously 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 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
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