Geekco Announces Closing of a Second and Last Tranche of $250,000 of Convertible Debenture Units
15 April 2021 - 6:00AM
Geekco Technologies Corporation (the
“
Corporation” or “
Geekco”)
(TSX-V: GKO), which operates the FlipNpik
application within a collaborative ecosystem that rewards users who
help boost the visibility of neighborhood businesses, is pleased to
announce that it closed a second and last tranche of a non-brokered
private placement (the “
Offering”) of 250
unsecured convertible debenture units (“
Units”) at
a subscription price of $1,000 per Unit for a gross proceeds of
$250,000 (“
Principal Amount”). The Corporation
thus raised an aggregate gross proceed of $1,250,000 in the
Offering. 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 class A shares in the
capital stock of the Corporation (“
Common
Shares”).
The Debentures are payable on the maturity date
that is 24 months from issuance (“Maturity Date”)
in cash or in Common Shares at the option of the Corporation and
bear a 10% interest rate per year, accruing in arrears, payable at
the end of each anniversary date either in cash or in Common
Shares, at the option of the Corporation. The Corporation may
prepay the Debentures at any time, in whole or in part. A minimum
of six months of interest on the initial Principal Amount is
payable in case of such prepayment (except in case of a Mandatory
Conversion as defined hereinafter) or an event of default.
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 TSX
Venture Exchange (“TSXV”) for the last 20 days
prior to the applicable payment date, subject to a minimum price of
$0.60 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.
The holder may, at any time and, at its sole
discretion, and even after receiving the redemption notice from the
Corporation, require the conversion of the entire outstanding
Principal Amount, exclusive of any interests, into 1,650 Common
Shares per $1,000 Debenture if converted during the first 12 months
period from the issue date or 1,425 Common Shares if converted
during the second 12 months period from the issue date (the
“Subscriber Conversion Ratio”).
In the event that, prior to the Maturity Date,
the volume weighted trading price of the Common Shares for the last
20 days on the TSXV is equal to, or greater than (i) $0.75 during
the first year of the issuance of the Debentures or (ii) $1.00
during the second year of the issuance of the Debentures, then the
Principal Amount of the Debentures shall, at the option of the
Corporation, be converted at the applicable Subscriber Conversion
Ratio (the “Mandatory Conversion”).
Each Warrant entitle its holder to acquire one
Common Share for a period of 24 months at an exercise price equal
to (i) $0.75 during the first year and (ii) $1.00 during the second
year, provided that if the volume weighted trading price of the
Common Shares for the last 20 days on the TSXV is equal to, or
greater than the applicable exercise price plus 20% per Common
Share, then the Corporation may force the holder to exercise the
Warrants into Common Shares within 30 days, after which the
Warrants shall automatically expire.
Any finder may be paid a commission (i) in cash
for up to 6% of the Principal Amount it introduced, (ii) in a
number of finder’s warrants equivalent to up to 6% of the Principal
Amount of the Debentures it introduced divided by 0.75$ (the
“Finder Warrants”), or (iii) a combination
thereof. The Finder Warrants have the same terms of the Warrants.
For the first tranche, a commission of $15,000 in cash and 20,000
Finder Warrants have been paid.
The proceeds of the offering shall be used for
general working capital and corporate purposes of the
Corporation.
All parties to the Offering are dealing at arm’s
length. 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.
ABOUT GEEKCO
Geekco is positioning itself at the forefront of
social media by offering FlipNpik, a collaborative social network
that aims to promote local shopping, thereby contributing to the
improvement of local economy and the quality of life of citizens,
and to reward valuable contribution with all active users. The
FlipNpik ecosystem and mobile application leverage the community of
consumers, content creators and influencers to stimulate local
shopping and boost the visibility of local businesses. In exchange,
active users who create and share digital content within the
platform receive “Social Flipsˮ that they can use to earn rewards
and/or goods from 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:
For Geekco Technologies Corporation: Henri
Harland, Chairman of the BoardTelephone: (514) 246-9734
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