GEEKCO ANNOUNCES A PROPOSED SHARES FOR DEBT

Executive Summary

• Geekco Technologies Corp. proposes a “Mario SFD” whereby CEO/director Mario Beaulieu will settle $20,112.52 of unpaid compensation by subscribing for 402,250 Class A common shares at $0.05 per share.
• The transaction would increase Beaulieu’s ownership to ~0.4% undiluted (≈2.1% on a partly diluted basis) and is intended to preserve cash and strengthen the company’s balance sheet.
• The deal is a related‑party financing exempt from MI 61‑101 valuation/approval thresholds, pending TSXV and securities‑law approvals, with a four‑month‑plus resale restriction on the issued shares.

Key Details

• Consideration: $20,112.52 (unpaid net compensation) converted into equity.
• Shares Issued: 402,250 Class A common shares at $0.05 per share.
• Resulting Ownership: Beaulieu’s stake rises from 0% to ~0.4% undiluted; ~2.1% on a partly diluted basis after the transaction.
• Resale Restriction: Each issued share subject to a four‑month and one‑day lock‑up period from closing date, per applicable securities laws.
• Regulatory Conditions: Transaction requires TSXV approval and any other necessary regulatory consents; exempt from formal MI 61‑101 valuation/minority shareholder approval because the consideration does not exceed 25% of market cap.
• Board Approval: Board (excluding Beaulieu) unanimously reviewed and approved the terms as fair, equitable, and the best strategic financing option available.
• Material Change Reporting: No material change report filed within 21 days prior to closing because participation details were not yet confirmed at that time.
• Purpose: Preserve cash, improve balance sheet liquidity, and settle outstanding compensation without a cash outlay.

Notable Quotes

(No direct quotes provided in the release.)