Geekco Technologies closes final tranche of financing

Executive Summary

• Geekco Technologies Corp. has closed the second and final tranche of its non-brokered private placement, bringing total gross proceeds to $1.42 million.
• The company issued 18.4 million units at $0.05 per unit for this tranche, with each unit comprising one Class A share and one warrant exercisable at $0.05 for three years.
• Proceeds are designated for marketing campaigns, application development, and general working capital, while the company acknowledges non-compliance with TSX Venture Exchange annual meeting policies.

Key Details

• Transaction Structure: Closed second and final tranche of a non-brokered private placement.
• Units Issued (Tranche 2): 18.4 million units.
• Price Per Unit: $0.05.
• Gross Proceeds (Tranche 2): $920,000.
• Total Aggregate Proceeds: $1.42 million (combined with the first tranche).
• Total Units Issued: 28.4 million units (out of a maximum of 30 million units/$1.5 million).
• Warrant Terms: Each unit includes one warrant entitling the holder to acquire one additional common share at a revised exercise price of $0.05 for a period of three years from issuance.
• Use of Proceeds: Marketing campaign, development and continuous improvement of the "Tell Me" application, and general and working capital purposes.
• Intermediary Compensation:
  • Cash commission: Up to 7% of aggregate gross proceeds.
  • Warrant commission: Up to 7% of the number of units issued.
  • Specifics for Tranche 2: $26,740 paid in cash and 534,800 intermediary warrants issued to an arm's length intermediary.
• Resale Restriction: Four months and one day from the closing date.
• Regulatory Status: Subject to final approval of the TSX Venture Exchange and other applicable regulatory approvals.
• Related Party Transaction:
  • Andre Godin (Chairman of the Board) subscribed to 160,000 units for $8,000.
  • Post-closing shareholding: Reduced to approximately 2.1% on an undiluted basis and 4.5% on a partly diluted basis.
  • Exempt from MI 61-101 formal valuation and minority shareholder approval requirements due to TSX Venture listing and fair market value not exceeding 25% of market capitalization.
  • Board review: Unanimously approved (excluding Mr. Godin) as fair, equitable, and the best strategic financing option.
• Corporate Governance Update:
  • Next annual shareholders meeting anticipated on or before May 6, 2026.
  • Last meeting held: September 30, 2022.
  • Status: Non-compliant with TSX Venture Exchange Policy 3.2, Section 4.1.