NEW PROPOSED SHARES FOR DEBT AND CLOSING OF A SHARES FOR DEBT WITH AN INSIDER

• On 2026‑04‑03 Geekco announced a proposed share‑for‑debt transaction with Henri Harland (via Gestion Harland Inc.) to settle $223,025 of unpaid royalties by issuing 4,460,500 Class A common shares at $0.05 per share.
• The same release confirmed the closing of a previously announced share‑for‑debt deal with insider Mario Beaulieu, converting $20,112.52 of unpaid compensation into 402,250 common shares at $0.05 per share.
• Both issuances carry a four‑month and one‑day resale restriction and are subject to TSX Venture Exchange approval; the Harland transaction would increase his indirect ownership to ~18.5% undiluted (22.1% partly diluted).
• The transactions are classified as related‑party financings exempt from MI 61‑101 valuation/approval thresholds because each is ≤25% of market cap.
• Purpose: preserve cash and strengthen the balance sheet by converting debt/royalty obligations into equity.

• The news is largely a follow‑up to the April 1 proposal for Mario Beaulieu and introduces a new, similarly sized related‑party share‑for‑debt deal with Henri Harland.
• No new capital is raised; the company merely swaps liabilities for equity, reducing cash outflow by roughly $243k.
• While this improves liquidity modestly, it also adds dilution (≈4.86 M shares) and increases insider concentration, especially Harland’s near‑19% stake.
• Given the routine nature of settling outstanding obligations via previously disclosed mechanisms and the lack of market‑moving surprise, the impact is best classified as routine‑positive – it is expected, incrementally beneficial for the balance sheet, but not a game‑changer.

Geekco Technologies Corporation is a TSX‑V listed Canadian company focused on developing the TellMe mobile application. TellMe enables merchants to broadcast geolocation‑based notifications, weekly offers, job postings, subscription management, loyalty program integration, and data analytics. The March 30, 2026 release detailed a major update adding features such as interactive shopping zones, advanced customer satisfaction surveys, and centralized loyalty access, targeting sectors ranging from retail and restaurants to health & beauty, banking, and professional services.