Conversion of Debenture Interest Into Equity, Amendment of Debentures and Extension of Private Placement of Debenture
April 13 2023 - 7:48PM
Geekco Technologies Corporation (the
“
Corporation” or “
Geekco”)
(TSX-V: GKO; OTCQB: GKOTF) has announced that in
accordance with the terms and conditions of the convertible
debenture units issued on April 14, 2021 (the “
Debentures
Units”), Geekco has agreed, subject to the approval of the
TSX Venture Exchange (the “
TSXV”), to issue, on
April 14, 2023, 347,222 class A shares (the
“
Common Shares”) as settlement of
payments of interest at a rate of 10% per year on an aggregate
principal amount of $250,000 of the second tranche Debentures
announced on April 14, 2021 and equal to $25,000 accrued between
April 14, 2022 to April 13, 2023. The Common Shares will be issued
at the $0.072 per Common Share, which is equal to the volume
weighted trading price of the Common Shares on the TSXV for the
last 20 days prior to the applicable payment date. They will also
be subject to a statutory four-month hold period beginning as of
the date of issuance of the Common Shares.
Geeko had further announced modifications,
effective as of April 14, 2023, to the outstanding Debentures Units
with respect to an aggregate amount of $250,000. Such modifications
consist in an extension of their maturity date by 24 months from
the current maturity date of April 14, 2023 (the “Current
Maturity Date”) during which (i) the minimum conversion
price of the principal amount in Common Shares by the Corporation
will be of $0.25 during the first 12-months from the Current
Maturity Date and of $0.50 thereafter; (ii) the volume weighted
trading price of the Common Shares for the last 20 days on the TSXV
which triggers the option by the Corporation to accelerate the
conversion is of $0.50 during the first 12-months from the Current
Maturity Date and of $0.75 thereafter; and (iii) the conversion
rate of the principal amount in Common Shares by the Debentures
Units holders will be of 4,000 Common Shares per $1,000 Debenture
if converted during the first 12 months period from the issue date
and of 2,000 Common Shares thereafter. All the other terms of the
Debenture Units remain unchanged, including those of the warrants
which were attached to them.
Geekco also announces the extension of the
closing of the balance of its non-brokered private placement (the
“Offering”), as previously announced on March 2,
2023, of unsecured convertible debenture units
(“Units”) at a subscription price of $1,000 per
Unit out of a maximum gross proceed of $2,000,000. Under the first
tranche of the Offering which closed on March 1, 2023, Geekco was
able to raise an aggregate gross proceed of $500,000 and the
Offering is set for an aggregate gross proceed of a maximum of
$2,000,000 (“Principal Amount”). The extension of
the Offering is subject to the final approval of the TSX Venture
Exchange.
Each Unit consists of (i) $1,000 in principal
amount of unsecured convertible debentures of the Corporation
(“Debentures”); and (ii) 825 detachable warrants
(“Warrants”) to purchase Common Shares.
If payment at the option of the Corporation is
made in Common Shares, the price per share issued shall be equal to
the volume weighted trading price of the Common Shares on the TSXV
for the last 20 days prior to the applicable payment date, subject
to a minimum price of $0.25 during the first year and $0.50 during
the second year in the case of the Principal Amount and the minimum
price pursuant to the TSXV policies and the TSXV approval in the
case of the interest.
Each Warrant entitle its holder to acquire one
Common Share for a period of 24 months at an exercise price equal
to (i) $0.50 during the first year and (ii) $0.75 during the second
year, provided that if the volume weighted trading price of the
Common Shares for the last 20 days on the TSXV is equal to, or
greater than the applicable exercise price plus 20% per Common
Share, then the Corporation may force the holder to exercise the
Warrants into Common Shares within 30 days, after which the
Warrants shall automatically expire.
All securities issued pursuant to the Offering
are subject to the applicable statutory hold period of four months
and one day from the closing. The Offering is subject to the final
approval of the TSXV. More details on the terms of the Offering are
disclosed in the press release dated March 2, 2023.
ABOUT GEEKCO
Geekco is positioned at the forefront of
technological solutions that stimulate and energize the local
economy with its FlipNpik app and its collaborative ecosystem
bringing together the digital and virtual universe paired with
blockchain. FlipNpik increases traffic, sales and visibility of
businesses while rewarding users who encourage the local economy.
The ecosystem and the FlipNpik app bring together the main players
in the economy: consumers, merchants (retailers, restaurants,
services, etc.), our ambassadors and our corporate partners to
stimulate purchases and boost visibility of shops in every city and
every neighborhood. Our active users, who consume with registered
local businesses and those who create and share digital content
within the platform receive "Social Flips" which they use to obtain
rewards and/or exclusive offers offered by our strategic partners
and local businesses.
Neither TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
For more information, please
contact:
Geekco Technologies Corporation:Mario Beaulieu,
Chief Executive OfficerTelephone: (514) 402-6334
Geekco Technologies (TSXV:GKO)
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