Mr. Mario Beaulieu reports
NEW PROPOSED SHARES FOR DEBT AND CLOSING OF A SHARES FOR DEBT WITH AN INSIDER
Geekco Technologies Corp. has agreed with Henri Harland, through Gestion Harland Inc., to initiate steps toward settling a portion of unpaid royalties due to Gestion Harland for an aggregate amount of $223,025 into 4,460,500 Class A share of the share capital of the corporation at a price per share of five cents each. In this manner, Geekco intends to preserve cash and strengthen Geekco's balance sheet. Each issued common share will be subject to a four-month-and-one-day resale restriction period from the closing date of the shares-for-debt transaction under the applicable securities laws. The shares-for-debt transaction is subject to the approval of the TSX Venture Exchange and any other applicable regulatory approvals.
Geekco is also pleased to announce the closing of the previously announced shares-for-debt transaction with Mario Beaulieu, whereby Geekco has settled a portion of unpaid net compensation for his employment as officer of Geecko for an aggregate amount of $20,112.52 into 402,250 common shares at a price per share of five cents each. Each issued common share is subject to a four-month-and-one-day resale restriction period from the closing date.
Should the shares-for-debt transaction occur, Mr. Harland, owner of more than 10 per cent of the corporation's securities, would subscribe, indirectly through Gestion Harland, to 4,460,500 common shares for gross proceeds of $223,025. Should the shares-for-debt transaction close, his shareholding, directly and indirectly, would increase by approximately 3.2 per cent to reach 18.5 per cent on an undiluted basis (by 2.9 per cent to reach 22.1 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 Multilateral Instrument 61-101 as the corporation's securities are listed on the TSX-V and the fair market value of any security issued to, or the consideration paid, as it involves interested parties, does not exceed 25 per cent 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 shares-for-debt transaction as the details of this insider's participation had not been confirmed at that time. The board members of the corporation unanimously reviewed the state of the financial market and determined that the terms and conditions of the shares-for-debt transaction, 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.
About Geekco Technologies Corp.
Geekco is at the forefront of innovative technology solutions that are reshaping modern marketing while driving economic activity across cities and neighbourhoods by connecting consumers and businesses like never before. Its TellMe application allows users to discover nearby businesses in real time through an interactive map, access promotions and exclusive offers, and explore employment opportunities. For businesses, it provides a powerful platform to boost visibility, drive foot traffic, gather actionable data and measurable insights, and recruit future employees -- all within a single, integrated application.
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