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.
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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