LAVAL, QC, Jan. 30, 2024 /CNW/ - Geekco Technologies Corporation (the "Corporation" or "Geekco") (TSXV: GKO) (OTCQB: GKOTF) is pleased to announce the closing of a non-brokered private placement of units at a price of $0.035 each (each a "Unit") for a gross proceeds of $700,000 (the "Private Placement"). 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 proceeds from the Private Placement approximatively as follow: 21% for payments to non-arm's length parties of the Corporation, 33% to various creditors and 46% for the improvement of the working capital.
In connection with the Private Placement, the Corporation paid finders' fees for a total of $2,450 in cash and 70,000 intermediary warrants having the same terms as the Warrants included in the Units to finders which were all at arms' length with the Corporation.
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 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, subscribed directly to 1,100,714 Units for a gross proceeds of $38,525. His previous shareholding on an undiluted and diluted basis was at 0.40% (increases to 2.18% on an undiluted basis and to 4.01% on a partly diluted basis, after closing of the Private Placement). Also, Xavier Harland, Chief Financial Officer of the Corporation, subscribed directly to 5,000,000 Units for a gross proceeds of $175,000. His previous shareholding on an undiluted was at 5.28% (5.53% on a partly diluted basis) (increases to 12.14% on an undiluted basis and to 19.30% on a partly diluted basis, after closing of the Private Placement). Such transactions are "related party transactions" 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 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 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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