Disclosures

Non-Reliance

This presentation does not provide full disclosure of all material facts relating to Hank Payments Corp., or its securities. In the event that this presentation is deemed to be an offering memorandum pursuant to securities legislation in the applicable province or territory of Canada in connection with the sale of securities and there is a misrepresentation herein, please refer to the heading “Canadian Investor Rights” of these disclosures.

General

This presentation is property of Hank Payments Corp. (the “Company”, “Hank”, “us” or “we”) and is strictly confidential. It cannot be circulated or forwarded without our consent. Unless otherwise indicated, the information in this presentation is provided as of June 1, 2021. Any graphs, tables or other information demonstrating our historical performance or that of any other entity contained in this presentation are intended only to illustrate past performance and are not necessarily indicative of our or such entities’ future performance. The information contained in this presentation is accurate only as of the date of this presentation or the date indicated for such information. No securities regulatory authority has expressed an opinion about the securities described herein and it is an offence to claim otherwise. All dollars as denoted in the presentation herein are in Canadian dollars, unless otherwise noted.

Non-IFRS Measures and Industry Metrics

This presentation may make reference to non-IFRS measures, which are financial and operating metrics used in our industry. These non-IFRS measures and industry metrics do not have standardized meanings prescribed by IFRS and therefore may not be comparable to similar measures presented by other companies. This is used to provide investors with supplemental measures of our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS measures. We also believe that securities analysts, investors and other interested parties frequently use non-IFRS measures and industry metrics in the evaluation of issuers. 

Cautionary Note Regarding Forward-Looking Information  

This presentation contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking information”) within the meaning of applicable securities laws. Forward-looking information may relate to our future financial outlook and anticipated events or results and may include, but not limited to, information regarding our financial position, business strategy, growth strategies, the proposed subscription receipt financing of the Company (the “Financing”), the proposed go-public transaction of the Company (the “Qualifying Transaction”), addressable markets, budgets, operations, expected future financial results – including revenues expectations as stated herein, plans and objectives. In some cases, forward looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “budget”, “scheduled”, “estimates”, “outlook”, “forecasts”, “projection”, “prospects”, “strategy”, “intends”, “anticipates”, “does not anticipate”, “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might”, “will”, “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events or circumstances. This forward-looking information and other forward-looking information are based on our opinions, estimates and assumptions in light of our experience and perception of historical trends, current conditions and expected future developments, as well as other factors that we currently believe are appropriate and reasonable in the circumstances. Despite a careful process to prepare and review the forward-looking information, there can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct. Certain assumptions in respect of our ability to execute our growth strategies; our ability to retain key personnel; the completion of the Financing; the completion of the Qualifying Transaction; our ability to maintain and expand geographic scope; our ability to obtain and maintain existing financing on acceptable terms; currency exchange and interest rates; the impact of competition; the changes and trends in our industry or the global economy; and the changes in laws, rules, regulations and global standards are material factors and assumptions made in preparing forward-looking information and management’s expectations. When relying on forward-looking information to make decisions, we caution readers not to place undue reliance on these such statements and information, as forward-looking information involve significant risks and uncertainties and should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not the times at or by which such performance or results will be achieved. A number of factors could cause actual results to differ, possibly materially, from the results discussed in the forward-looking statements, including, but not limited to, Hank’s limited financial history, the early stage of the business, operating in an industry populated with significantly larger competitors, dependence on management, rapid technology changes, and infringement of intellectual property rights. This presentation also contains financial outlook information including, but not limited to, the Company's revenue outlook, potential revenue from near-term opportunities and potential revenue from the Company's additional pipeline, all of which are subject to the same assumptions, risk factors, limitations, and qualifications as set forth in the above paragraphs. This financial outlook information was provided for the purpose of providing information about management's current expectations and plans relating to the future, and for certain illustrative purposes. All forward-looking information and financial outlook information in this presentation are made as of the date hereof. Except as expressly required by applicable law, we assume no obligation to update or revise any forward-looking information or financial outlook information, whether as a result of new information, future events or otherwise. All of the forward-looking information and financial outlook information contained in this presentation are expressly qualified by the foregoing cautionary statement. 

Canadian Investor Rights

The following summary of the statutory rights of action for damages or rescission will apply to a Canadian purchaser of securities in the event that this presentation is deemed to be an offering memorandum pursuant to securities legislation in the applicable province or territory of Canada in connection with the sale of securities. These remedies, or notice with respect thereto, must be exercised, or delivered, as the case may be, by the purchaser within the time limits prescribed by the applicable securities legislation. Purchasers should refer to the applicable securities legislation for the complete text of these rights or consult with a legal advisor. Where used in this section, “misrepresentation” means an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. The rights of action discussed below are in addition to and without derogation from any other rights or remedies available at law to the purchaser of securities.
 
If you are subject to the laws of Ontario, Saskatchewan, Nova Scotia, or New Brunswick, those laws provide, in part, that if there is a misrepresentation in an offering memorandum, which was a misrepresentation at the time that you subscribed for the securities, then you will be deemed to have relied upon the misrepresentation and will, as provided below, have a right of action against the issuer of the securities (and, in certain instances, other persons) in respect of the securities purchased by you for damages, or alternatively, while still the owner of any of the securities purchased, for rescission, in which case, if you elect to exercise the right of rescission, you will have no right of action for damages against the issuer of the securities, provided that: (1) no person or company will be liable if it proves that you purchased the securities with knowledge of the misrepresentation; (2) in the case of an action for damages, the defendant will not be liable for all or any portion of the damages that it proves do not represent the depreciation in value of the securities as a result of the misrepresentation; and (3) in no case will the amount recoverable in any action exceed the price at which the securities were purchased by you. In Ontario, Saskatchewan, or New Brunswick, in the case of an action for rescission, no action may be commenced more than 180 days after the date of the transaction that gave rise to the cause of action. In the case of any action other than an action for rescission, (A) in Ontario, no action may be commenced later than the earlier of (i) 180 days after you first had knowledge of the facts giving rise to the cause of action, or (ii) three years after the date of the transaction that gave rise to the cause of action, and (B) in Saskatchewan and New Brunswick, no action may be commenced later than the earlier of (i) one year after you first had knowledge of the facts giving rise to the cause of action; or (ii) six years after the date of the transaction that gave rise to the cause of action. In Nova Scotia, no action (for rescission or otherwise) may be commenced later than 120 days after the date on which payment was made for the securities.

If you are subject to the laws of any other province or territory, reference should be made to the full text of the applicable provisions of the securities legislation in such provinces or territories or consultation should be undertaken with professional advisors.

Completion of Investor Documentation

Any investment in the Company is conditional upon the satisfactory completion, execution, and delivery by a subscriber of certain subscription documents to the Company. Such documents shall contain representations and warranties regarding the suitability of the investment and shall set forth required risk factors relating to the Company, the industry in which it operates, and the offering of any security.

Any securities issued to investors by the Company shall not have been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or under any U.S. state securities laws, and may not be offered, sold, directly or indirectly, or delivered within the United States of America, its territories or possessions, any state of the United States or the District of Columbia (collectively, the “United States”) or to, or for the account or benefit of, persons in the United States except in certain transactions exempt from the registration requirements of the U.S. Securities Act and all applicable U.S. state securities laws. This release does not constitute an offer to sell or a solicitation of an offer to buy such securities in the United States, Canada or in any other jurisdiction where such offer, solicitation or sale is unlawful.

Any securities issued to investors by the Company shall not have been recommended by any Canadian provincial securities or regulatory authorities, the United States Securities and Exchange Commission or any state securities commission or regulatory authority, nor have any of the foregoing authorities passed on the accuracy or adequacy of this presentation or the offering. Any representation to the contrary is a criminal offense.