MONTRÉAL, Oct. 27, 2025 /CNW/ - Geekco Technologies Corporation (the "Corporation" or "Geekco") (TSXV: GKO) is pleased to announce a non-brokered private placement (the "Private Placement") of a minimum of 14,700,000 units and a maximum of 17,000,000 units at a price of $0.05 per Unit ("Units") for a gross proceeds of a minimum of $735,000 and a maximum of $850,000. Each Unit will consist of one (1) Class A share of the share capital of the Corporation (each a "Common Share") and one (1) warrant (each a "Warrant"). Each Warrant will entitle the holder to acquire one (1) additional Common Share at a price of $0.08 until three (3) years from their issuance date.
The Corporation intends to use the net proceeds from the Private Placement for its marketing campaign, the development and continuous improvement of its application as well as for general and working capital purposes.
Any intermediary can receive a cash commission of up to 7% of the aggregate gross proceeds of subscriptions for the Private Placement submitted by this intermediary; and a commission in the form of intermediary warrants for an equivalent number of up to 7% of the number of Units issued under the Private Placement from subscriptions submitted by this intermediary. Each intermediary warrant will have the same terms as the Warrants included in the Units.
The Private Placement will be conducted to investors resident in Canada under the listed issuer financing exemption (the "LIFE Exemption") pursuant to Part 5A of Regulation 45-106 respecting Prospectus Exemptions and in reliance on the amendments set forth in Canadian Securities Administrators Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption and the Décision générale coordonnée 45-935 relative à la dispense de certaines conditions de la dispense pour financement de l'émetteur coté and any other applicable securities laws. Subject to the rules and policies of the TSX Venture Exchange (the "TSXV") and limitations prescribed by the LIFE Exemption, the securities issued under the LIFE Exemption to investors resident in Canada will not be subject to a statutory hold period pursuant to applicable Canadian securities laws.
There is an offering document (the "Offering Document") related to this Private Placement that can be accessed under the Corporation's profile at www.sedarplus.ca and on the Corporation's website at www.geekcotechnologies.com. Prospective investors should read this Offering Document before making an investment decision.
The Private Placement may close in multiple tranches, as the Corporation may decide, with a final closing to occur no later than December 8, 2025. The Private Placement is subject to customary conditions, including the receipt of all necessary regulatory approvals, including the final approval of the TSXV and any other applicable regulatory approvals.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Previous Private Placement
Further to its press releases dated August 29 and September 26, 2025, the Corporation concurrently announces that it will not be pursuing with additional closings for its previously announced private placement pursuant to which $107,500 was raised.
Cautionary Statement on Forward-Looking Information
This press release and the Offering Document contain certain forward-looking information and statements within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "budget", "forecast", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends", "strategy" and similar expressions are intended to identify forward-looking information or statements. In particular, but without limiting the foregoing, this press release and the Offering Document contain forward-looking information and statements pertaining to anticipated future expenses, the Company's business objectives and plans, and the use of financing proceeds, details of planned activities, the timing and amount of future expenditures, and other similar matters. By its nature, forward-looking information involves known and unknown risks and uncertainties, many of which are beyond the Company's ability to control or predict, that may cause the actual results of the Company to differ materially from those discussed in the forward-looking statements. Factors that could cause actual results or events to differ materially from current expectations include, among other things, price risk associated with stock exchanges, credit risk management, liquidity risk and interest rate risk. In addition, forward-looking information is based on various assumptions including, without limitation, the expectations and beliefs of management, including that the Company can access financing and the ability of the Company to implement its business plan as intended. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described and accordingly, readers should not place undue reliance on forward-looking statements. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update these forward-looking statements except as otherwise required by applicable law. The forward-looking information and statements contained in this press release and the Offering Document speak only as of the date of this press release and the Offering Document, and the Company does not assume any obligation to publicly update or revise them to reflect new events or circumstances, except as may be required pursuant to applicable laws.
ABOUT GEEKCO
Geekco is positioned at the forefront of technological solutions that are evolving the new way of doing marketing while stimulating and energizing the economy of each city and each neighborhood by making consumers and shops interact like never before. Its Tell Me application allows users to discover businesses around them in real time using the interactive map, access exclusive rewards and even find a job. Shops thus increase their traffic and their visibility while recruiting their future employees. All this in the same app.
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.
SOURCE Geekco Technologies inc
For more information, please contact: Geekco Technologies Corporation: Mario Beaulieu, Chief Executive Officer, Telephone: (514) 402-6334
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