GEEKCO CLOSES A SHARES FOR DEBT

• Geekco Technologies Corporation closed a share-for-debt (SFD) transaction on May 25, 2026.
• The settlement extinguished convertible debentures totaling $1,949,728.77 (principal and accrued interest).
• Issuance involved 16,247,733 common shares at a settlement price of $0.12 per share.
• Related party transactions included major shareholders Henri Harland and Xavier Harland, altering their ownership stakes to approximately 19.9% and 5.5% respectively (undiluted).
• All issued shares carry a four-month and one-day resale restriction period.
• The transaction was exempt from formal valuation under Multilateral Instrument 61-101 as consideration did not exceed 25% of market capitalization.

• Debt Reduction: The company removed approximately $1.95 million in debt liability, improving solvency and reducing immediate cash burn pressure for interest payments.
• Dilution Impact: Issuance of over 16 million shares represents significant dilution relative to the current trading price of $0.05 (settlement price is more than double market value). This suggests creditors accepted a substantial haircut on debt face value in exchange for equity, which benefits existing shareholders regarding asset claims but increases share count.
• Execution vs Expectation: The transaction was proposed in April 2026 and approved by shareholders in May 2026; the closing is an expected execution of previously announced plans rather than a surprise event.
• Financial Restatement Context: This debt settlement follows a restatement in April 2024 (fiscal year ended Dec 31, 2024) involving a $1.14 million impairment loss on the "TellMe" application due to AMF review. The debt closure does not address the underlying asset quality concerns raised by the regulator.
• Insider Concentration: Henri Harland's ownership increased significantly (to ~19.9% undiluted), consolidating control within a small group of insiders, which may limit minority shareholder influence.

• Company: Geekco Technologies Corporation operates in the technology sector focusing on software applications.
• Flagship Project: The "TellMe" application is identified as the core intangible asset, which recently suffered a $1.14 million impairment loss due to regulatory review.
• Development Status: Proceeds from recent financings (Jan/Feb 2026) were designated for marketing and continuous improvement of this application.
• Operational Risk: The impairment suggests the flagship product may not be generating expected value, raising questions about long-term viability without further capital injection.