Geekco Technologies Corporation 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.
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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.
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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.
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