Mr. Mario Beaulieu reports
GEEKCO ANNOUNCES A PROPOSED SHARES FOR DEBT
Geekco Technologies Corp. has agreed with Mario Beaulieu, its director and chief executive officer, to initiate steps toward settling a portion of its unpaid net compensation for his employment as officer of Geecko for an aggregate amount of $20,112.52 into 402,250 Class A shares of the share capital of the corporation at a price per share of five cents each. In this manner, Geekco intends to preserve cash and strengthen Geekco's balance sheet. Each issued common share will be subject to a four-month-and-one-day resale restriction period from the closing date of the shares for debt under the applicable securities laws. The SFD is subject to the approval of the TSX Venture Exchange and any other applicable regulatory approvals.
Should the SFD occur, Mr. Beaulieu, director and chief executive officer of Geekco, would subscribe directly to 402,250 common shares for gross proceeds of $20,112.52. Should the SFD close, his shareholding would increase from nil to 0.4 per cent on an undiluted basis (and increased by approximately 0.3 per cent to reach approximately 2.1 per cent on a partly diluted basis). Such transaction is a related-party transaction as defined under Multilateral Instrument, and is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as the corporation's securities are listed on the TSX-V and the fair market value of any security issued, or the consideration paid, does not exceed 25 per cent 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 SFD as the details of this insider's participation had not been confirmed at that time. The board members of the corporation unanimously, but excluding Mr. Beaulieu, reviewed the state of the financial market and determined that the terms and conditions of the SFD, 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 Technologies Corp.
Geekco is at the forefront of innovative technology solutions that are reshaping modern marketing while driving economic activity across cities and neighbourhoods by connecting consumers and businesses like never before. Its TellMe application allows users to discover nearby businesses in real time through an interactive map, access promotions and exclusive offers, and explore employment opportunities. For businesses, it provides a powerful platform to boost visibility, drive foot traffic, gather actionable data and measurable insights, and recruit future employees -- all within a single, integrated application.
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