Original News Release
Geekco Technologies closes final tranche of financing
Mr. Mario Beaulieu reports
GEEKCO ANNOUNCES CLOSING OF SECOND TRANCHE OF PRIVATE PLACEMENT
Geekco Technologies Corp. has closed, as of Feb. 6, 2026, the second and final tranche of its non-brokered private placement. Under the second tranche of private placement, the corporation issued 18.4 million units at a price of five cents per unit for aggregate gross proceeds of $920,000. This second tranche brought the aggregate proceeds of the private placement to $1.42-million (or 28.4 million units) when combined with the first out of a maximum of $1.5-million (or 30 million units). Each unit consists of one Class A share of the share capital of the corporation and one warrant. Each warrant entitles the holder to acquire one additional common share at the revised price of five cents for a period of three years from the date of issuance.
The corporation intends to use the net proceeds from the private placement for its marketing campaign, for the development and continuous improvement of its application, and for general and working capital purposes.
Intermediaries can receive a cash commission of up to 7 per cent of the aggregate gross proceeds of subscriptions for the private placement submitted by this intermediary and a commission in the form of intermediary warrants for an equivalent number of up to 7 per cent of the number of units issued under the private placement from subscriptions submitted by this intermediary. Each intermediary warrant will have the same terms as the warrants included in the units. In connection with the second tranche of the private placement, an aggregate of $26,740 has been paid in cash and 534,800 of such intermediary warrants have been issued to an intermediary, dealing at arm's length with the corporation.
All securities issued within the private placement are subject to a four-month-and-one-day resale restriction period from the closing date of the private placement. The private placement is subject to the final approval of the TSX Venture Exchange and any other applicable regulatory approvals.
Under the private placement, Andre Godin, chairman of the board of the corporation, subscribed directly to 160,000 units for gross proceeds of $8,000. His shareholding was reduced by approximately 0.2 per cent to reach approximately 2.1 per cent on an undiluted basis after closing of the private placement (and reduced by approximately 0.5 per cent to reach approximately 4.5 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 Venture Exchange and the fair market value of any security issued to, or the consideration paid, does not exceed 25 per cetn 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 private placement, 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. Godin, reviewed the state of the financial market and determined that the terms and conditions of the private placement, 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.
Next shareholders meeting
With the closing of the private placement, Geekco now anticipates holding its next annual shareholders meeting on or before May 6, 2026. The last annual shareholders meeting was held on Sept. 30, 2022, and Geekco is thus non-compliant with exchange Policy 3.2, Section 4.1.
About Geekco Technologies Corp.
Geekco is positioned at the forefront of technological solutions that are evolving the new way of doing marketing while stimulating and energizing the economy of each city and each neighbourhood by making consumers and shops interact like never before. Its Tell Me application allows users to discover businesses around them in real time using the interactive map, access exclusive rewards and even find a job. Shops thus increase their traffic and their visibility while recruiting their future employees -- all this in the same app.
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