VIRTUAL ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS AND NEWLY PROPOSED SHARES FOR DEBTS

• On April 7 2026 Geekco filed its proxy circular for the May 6 shareholders’ meeting.
• The company proposes to settle up to $1.72 million of outstanding convertible debentures (plus $229,728 accrued interest) by issuing up to 16,247,733 new common shares at $0.12 per share (total consideration ≤ $1.95 M).
• The conversion is intended to preserve cash and strengthen the balance sheet.
• Each newly issued share will be subject to a four‑month plus one‑day resale restriction pending regulatory approval (TSX‑V).

• Balance‑sheet effect: Converting ~ $2 M of debt into equity removes a near‑term liability and associated interest expense, improving liquidity and solvency ratios.
• Dilution: Issuing 16.25 M shares at $0.12 represents roughly a 30‑35 % increase in the current share count (based on ~45 M shares outstanding after prior private placements). Dilution is material but offset by debt removal.
• Pricing contrast: The $0.12 price is more than double the recent market price ($0.05) and far above earlier financing rounds ($0.05 per unit). This higher conversion price suggests a premium to existing shareholders, mitigating dilution impact.
• Strategic relevance: No new product or revenue catalyst accompanies the announcement; the primary benefit is financial stability. Given Geekco’s history of cash‑draining private placements, this debt‑to‑equity swap is a significant step toward reducing financing risk.
• Regulatory risk: Completion hinges on TSX‑V approval and the lock‑up period; however, similar past share‑for‑debt deals were approved without issue.

Overall, the news delivers a material positive effect: it removes a sizable debt burden while offering a premium conversion price that limits shareholder dilution.

Geekco Technologies develops the TellMe mobile platform—a merchant‑focused app offering geolocation promotions, job posting tools, subscription processing, analytics, and loyalty integration across iOS and Android. The platform is positioned as a low‑cost, scalable solution for small‑to‑mid‑size retailers seeking digital foot‑traffic and recruitment channels.