Hank Payments Corp. (Formerly Nobelium Tech Corp.) Announces Completion of Qualifying Transaction

October 13, 2021

Toronto, Ontario – October 13, 2021 – Hank Payments Corp. (previously, Nobelium Tech Corp.) (“Nobelium” or “Corporation”), a capital pool company listed on the TSX Venture Exchange (TSXV: NBL.P), is pleased to announce that it has completed its qualifying transaction (the “Qualifying Transaction”) with Hank Payments Corp. (“Hank”) a Florida-based financial technology company. Leadership of the resulting issuer is concentrated in both Canada and the United States. The resulting issuer, Hank Payments Corp. (the “Resulting Issuer”) and its shares are anticipated to start trading on the TSX Venture Exchange on or about October 20, 2021 under the stock symbol “HANK”. As part of the Qualifying Transaction, the subscription receipts (the “Subscription Receipts”) issued by Hank Payments Canada Finco, Corp. (“Finco”), a wholly-owned subsidiary of Hank, on August 13, 2021 and September 10, 2021 pursuant to a brokered private placement (the “Financing”), were automatically converted, into shares and warrants of the Resulting Issuer. 


The Financing, which was completed through a syndicate of agents led by Cantor Fitzgerald Canada Corporation and Gravitas Securities Inc. (the “Co-Lead Agents”) and including Cormark Securities Inc. and Research Capital Corporation (together with the Co-Lead Agents, the “Agents”), consisted of 3,142,500 Subscription Receipts issued at $1.00 per Subscription Receipt for gross proceeds of $3,142,500. The proceeds will enable the Resulting Issuer to execute on near-term growth programs and to continue to build out the Hank Platform to create consumer and shareholder value. 


In connection with the Financing, Finco paid $219,975 to the agents and issued 219,975 compensation warrants (the “Agents’ Warrants”). Each Agents’ Warrant is exercisable to acquire one (1) unit (each a “Broker Unit”) at $1.00 for a period of twenty-four (24) months from the closing of the Transaction. Each Broker Units consists of one share and one common share purchase warrant exercisable at $1.00 for 36 months. Hank also paid a corporate finance fee in the amount of $355,000 to the Agents. 


“Completing the Qualifying Transaction marks a pivotal milestone for the Hank team” said Michael Hilmer, Chairperson and CEO of the Resulting Issuer, “We are now well positioned to execute on our growth strategy and bring the power of our platform to many more Americans. We want to thank our team, our shareholders, advisors and partners who helped us on this journey and we are excited for what the future holds for Hank Payment Corp. and its stakeholders”. 


Prior to the completion of the Qualifying Transaction, Nobelium effected a consolidation of its outstanding common shares on the basis of one post-consolidation common share for every 4 pre-consolidation common shares. The Qualifying Transaction was completed through the exchange of all of the outstanding shares of Hank into common shares of the Resulting Issuer on a one for one basis (the “Resulting Issuer Shares”). In addition, the Qualifying Transaction was completed through the conversion all of Hank’s and Finco’s securities exercisable or exchangeable for, or convertible into, or other rights to acquire Hank or Finco securities outstanding, including those acquired by way of the private placement. 


The Qualifying Transaction was done by way of a three-cornered amalgamation (the “Business Combination”) pursuant to which, among other things, (i) Hank amalgamated with a wholly-owned U.S. subsidiary of Nobelium, incorporated for the purposes of the Business Combination; and (ii) Finco amalgamated with a wholly owned subsidiary of Nobelium, incorporated for the purposes of the Business Combination. 

Following completion of the Qualifying Transaction, the officers and directors of the Resulting Issuer are as follows: 


  • Michael Hilmer, Chairperson & Chief Executive Officer; 
  • Ashish Kapoor, Chief Financial Officer and Secretary; 
  • Christopher Cicolini, Chief Operating Officer; 
  • Jason Ewart, Director and EVP Capital Markets; 
  • Tamara Paton, Director; and 
  • Timothy Farley, Director. 


As a result of the Qualifying Transaction, the security holders of Hank hold 62,606,293 Resulting Issuer Shares, representing approximately 89.41% of the Resulting Issuer Shares, the holders of converted convertible notes will hold approximately 850,000 Resulting Issuer Shares, representing approximately 1.21% of the Resulting Issuer Shares, whereas the shareholders of Nobelium Tech Corp. hold 2,121,875 Resulting Issuer Shares representing approximately 3.03% of the outstanding Resulting Issuer Shares. Investors in the Private Placement will hold 3,142,500 Resulting Issuer Shares representing approximately 4.49% of the outstanding Resulting Issuer Shares. William Car (the “Finder”) will hold 1,298,900 Resulting Issuer Shares as payment of a one-time finder’s fee immediately following the completion of the Qualifying Transaction, representing approximately 1.86% of the Resulting Issuer Shares. The Finder is an arm’s length party to the Resulting Issuer and Hank. A total of 70,019,568 Resulting Issuer Shares are issued and outstanding. 


In accordance with TSXV policies, the final approval was granted conditional on a total of 31,366,700 Resulting Issuer Shares, 2,000,000 Resulting Issuer options and 3,500,000 Resulting Issuer RSUs to be held under escrow as “Surplus Shares”. Further, a total of 15,340,284 Resulting Issuer Shares will be held under escrow as “Value Shares”. Consistent with TSXV escrow policies, in addition to Surplus and Value shares released for trading on closing further releases will occur every six months. Should the company qualify for up-listing to Tier 1 in the future, the escrow conditions are expected to be updated to reflect the up-listing whereas all escrowed securities will be released over an eighteen-month period following the Final Exchange Bulletin Date. There will also be a total of 9,050,958 Resulting Issuer Shares that will be subject to a four-month hold, with 20% released each month with the first release on the Final Exchange Bulletin Date. 


In connection with the Transaction, the auditor of Hank, McGovern Hurley LLP, has been appointed the auditor of the Resulting Issuer. As a result of the Qualifying Transaction, the Resulting Issuer’s financial year-end will now be June 30, which is the current financial year-end of Hank. 


The Resulting Issuer also announces that, subject to the approval by the TSXV, it has retained the services of Boom Capital Markets Inc. (“Boom”) to provide market making services in accordance with TSXV policies. Boom will provide investor relations services to the Resulting Issuer, as well as capital markets services. In consideration of the services provided by Boom, the Resulting Issuer will pay Boom a monthly fee of $5,000 and issued 100,000 options exercisable at $1.00 per share, with ¼ vesting every 3-months from the date of issuance. The Resulting Issuer and Boom are unrelated and unaffiliated entities. 


Additional information in respect of the Qualifying Transaction can be found in the Filing Statement filed on SEDAR. 


Advisors 

WeirFoulds LLP acted as Canadian legal counsel and Shutts & Bowen LLP as U.S. legal counsel to Hank. Jessome Law acted as legal counsel to Nobelium. Bennett Jones LLP acted as Canadian counsel to the Co-Lead Agents in the private placement. 


About Hank Payments Corp. 

Hank is a financial technology company. The Hank software platform (the “Hank Platform”) acts as a consumer’s personal, financial concierge using a powerful technology to automate the complexities of personal cash flow management. Through its FDIC (Federal Deposit Insurance Corporation) insured bank partners in the United States, Hank helps consumers, in every state, find funds in their existing cash flow and speed up the retirement of liabilities. The Hank Platform debits consumers when they have cash, stores the cash with partner banks, then automatically instructs partner banks to pay bills and loans as they come due, and often sooner than required. Approximately half of Hank’s customers are financially sound and use the Hank Platform for convenience, while the other half improve their payment performance through use of the Hank Platform. One hundred percent of Hank’s customers are in the USA and pay setup and ongoing monthly processing fees while remaining on the Hank Platform for an average of three years. Hank continues to innovate and anticipates launching more expansive features to its expected growing customer base that will provide greater visibility into their cash flow, credit performance, and viability to borrow or refinance at lower rates, including introducing Hank customers to interested lenders. 


Forward-Looking Statements 

This news release may contain forward-looking statements (within the meaning of applicable securities laws) which reflect the Corporation’s current expectations regarding future events. Forward-looking statements are identified by words such as “believe”, “anticipate”, “project”, “expect”, “intend”, “plan”, “will”, “may”, “estimate” and other similar expressions. These statements are based on the Corporation’s expectations, estimates, forecasts and projections and include, without limitation, statements regarding the future success of the Corporation’s business. 


The forward-looking statements in this news release are based on certain assumptions, including without limitation the Shares beginning trading on the TSXV. The forward-looking statements are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, these forward-looking statements are made as of the date of this news release and, except as expressly required by applicable law, the Corporation assumes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. 


FOR FURTHER INFORMATION PLEASE CONTACT: 

For more information regarding Hank Payments Corp., please contact: Jason Ewart, Investor Relations, ir@hankpayments.com

June 2, 2025
Toronto, Ontario, June 2, 2025 – The FUTR Corporation (“FUTR” or the “Company”) (TSXV: FTRC), a consumer platform enabled by AI Agents and intelligent payment rails that is focused on putting money back in the consumers wallet through zero-party data monetization and agentic cash management is pleased to announce, in compliance with the policies and guidelines of the TSX Venture Exchange and other applicable legislation, it has engaged Generation IACP Inc. to provide market making services with the objective of maintaining a reasonable market and improving the liquidity of FUTR’s common shares. Under the agreement, Generation will receive a fee of C$7,500 plus applicable taxes per month. The agreement between the Company and Generation is for an initial term of six (6) months and shall be automatically renewed for subsequent six (6) month periods (collectively, the “Term”) unless the Company provides written notice of termination to Generation at least 30 days prior to the end of the Term or Generation provides a written notice of termination to the Company. Commencing on the first anniversary of the agreement, the fee payable to Generation will automatically increase annually by 1.5%. No stock options or other compensation are being granted in connection with the engagement. Generation does not currently own any securities of the Company; however, Generation and its clients may acquire an interest in the securities of the Company in the future. Generation is an arm’s length party to the Company. Generation’s market making activity will be primarily to correct temporary imbalances in the supply and demand of the Company’s shares. Generation will be responsible for the costs it incurs in buying and selling the Company’s shares, and no third party will be providing funds or securities for the market making activities. The Company is also pleased to announce that its shares are now listed for trading on the Frankfurt Stock Exchange ( "FSE" ) under the symbol "QA20". This listing will enhance FUTR’s visibility and accessibility to European investors, particularly in Germany, one of the world's largest and most active investment markets. The FSE is the largest stock exchange in Germany, operated by parent company Deutsche Borse AG, with over twelve million active investors and one of the largest pools of institutional capital in Europe and handling over 90% of German equity trading. With this listing, the Company's shares will be cross listed on the TSX Venture and the FSE. Michael Hilmer, CEO and Chairperson commented "We are pleased to acquire a European listing as we expand our trading exposure. Having a European listing gives us access to a new and broader market of technology and AI focused investors, and we look forward to sharing our growth plan with them.” About The FUTR Corporation The FUTR platform is a consumer platform enabled by AI Agents and intelligent payment rails that is focused on putting money back in the consumers wallet through data monetization and agentic cash management. www.thefutrcorp.com Forward-Looking Statements This news release may contain forward-looking statements (within the meaning of applicable securities laws) which reflect the Company’s current expectations regarding future events. Forward-looking statements are identified by words such as “believe”, “anticipate”, “project”, “expect”, “intend”, “plan”, “will”, “may”, “estimate” and other similar expressions. These statements are based on the Company’s expectations, estimates, forecasts, and projections and include, without limitation, statements regarding the future success of the Company’s business and the consolidation of the Company’s common shares. The forward-looking statements in this news release are based on certain assumptions. The forward-looking statements are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, these forward-looking statements are made as of the date of this news release and, except as expressly required by applicable law, the Company assumes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. FOR FURTHER INFORMATION PLEASE CONTACT: For more information regarding The FUTR Corporation, please contact: Jason Ewart, EVP, at 416-580-0721. For Investor Relations please contact ir@thefutrcorp.com . Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
May 30, 2025
Toronto, Ontario, May 30, 2025 – Toronto, Ontario, May 30, 2025 – The FUTR Corporation (“FUTR” or the “Company”) (TSXV: FTRC), a consumer centric data valuation and monetization platform is pleased to announce record revenue in its third quarter financial results for the period ending March 31, 2025. FUTR is focused on putting money back in the consumers wallet through zero-party data monetization and agentic cash management. FUTR is also rapidly advancing a suite of AI powered solutions to help consumer-facing enterprises and brands empower their users and realize the tangible value of their consumer data. Third Quarter Financial Highlights All figures are in CAD Record revenue for the third quarter ending March 31, 2025, of $2.2 MM, an increase of 13% over the March 2024 quarter; Revenue for the nine-month period ending March 31, 2025, grew 16% year over year to $6.3 MM; Gross margins of 88%; Adjusted loss from operations for Q3 was $685,695 as compared to Q3, 2024 of $288,123 principally due to a transient increase in overhead increases to support bank partner transition work. These costs are expected to normalize through advanced automation this year. Transaction related expenses made up the balance of one-time or transient costs; The Company has identified and actioned material operating cost reductions on the payments side and estimates $1.5 MM of operating cost reduction to be fully realized by December 2025, excluding strategic re-investments to be made for new business initiatives. Michael Hilmer, CEO and Chairperson commented “We are pleased to have closed the highly strategic FUTR transaction and have thus far seen our consumer centric, data-driven vision be positively received. Our payment platform continues to scale and is nearing positive EBITDA.” The Company has granted incentive stock options to certain officers, consultants and employees of the Company. An aggregate of 314,125 of stock options were granted at an exercise price of $0.39 per share and exercisable for 5 years from the grant date. A comprehensive discussion of FUTR’s financial position and results of operations is provided in the financial statements and MD&A for the nine-month period ending March 31, 2025, filed on SEDAR. About The FUTR Corporation The FUTR platform is a consumer platform enabled by AI Agents and intelligent payment rails that is focused on putting money back in the consumers wallet through data monetization and agentic cash management. FUTR is also rapidly advancing a suite of AI powered solutions to help consumer-facing enterprises and brands empower their users and realize the tangible value of their consumer data. www.thefutrcorp.com Forward-Looking Statements This news release may contain forward-looking statements (within the meaning of applicable securities laws) which reflect the Company’s current expectations regarding future events. Forward-looking statements are identified by words such as “believe”, “anticipate”, “project”, “expect”, “intend”, “plan”, “will”, “may”, “estimate” and other similar expressions. These statements are based on the Company’s expectations, estimates, forecasts, and projections and include, without limitation, statements regarding the future success of the Company’s business and the consolidation of the Company’s common shares. The forward-looking statements in this news release are based on certain assumptions. The forward-looking statements are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, these forward-looking statements are made as of the date of this news release and, except as expressly required by applicable law, the Company assumes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. FOR FURTHER INFORMATION PLEASE CONTACT: For more information regarding The FUTR Corporation, please contact: Jason Ewart, EVP, at 416-580-0721. For Investor Relations please contact ir@thefutrcorp.com . Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
By Jason Ewart May 23, 2025
Toronto, Ontario, May 23, 2025 – The FUTR Corporation (“FUTR” or the “Company”) (TSXV: FTRC), a consumer platform enabled by AI Agents and intelligent payment rails that is focused on putting money back in the consumers wallet through data monetization and automated cash management is pleased to announce that it has completed a new non-brokered private placement of units of the Company. Under the offering 6,250,000 Units were issued at a price of $0.20 per Unit for gross proceeds of $1,250,000. Each Unit is priced at $0.20 per Unit and consists of one common share and one warrant. Each Warrant is exercisable to acquire one Common Share at a price of $0.2875 until June 30, 2027, unless the term of the Warrant is accelerated pursuant to its terms. Net proceeds of the combined offerings will be used for general working capital and growth initiatives, including potential acquisitions. The Units were offered by way of private placement pursuant to exemptions from prospectus requirements under applicable securities laws. All securities issued are subject to a hold period expiring September 24, 2025, in accordance with applicable securities laws and the policies of the TSX Venture Exchange. The Offering has received conditional approval from the TSXV. The Company may pay to eligible persons a cash finder's fee up to 7% of the gross proceeds from the Units placed by the Finders and issue finder unit warrants up to 7% of the aggregate number of Units sold under the Offering attributable to the Finders. Each Finders Unit Warrant shall be exercisable to acquire one Unit of the Company until March 30, 2027, at an exercise price of $0.20 per Unit. A cash finder’s fee in the amount of $13,300 was paid in connection with the Offering. The Company also issued 66,500 finder's warrants. The securities have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Company looks forward to reporting its third quarter financial results for the period ending March 30, 2025, at the end of May. About The FUTR Corporation The FUTR platform is a consumer platform enabled by AI Agents and intelligent payment rails that is focused on putting money back in the consumers wallet through data monetization and automated cash management. www.thefutrcorp.com Forward-Looking Statements This news release may contain forward-looking statements (within the meaning of applicable securities laws) which reflect the Company’s current expectations regarding future events. Forward-looking statements are identified by words such as “believe”, “anticipate”, “project”, “expect”, “intend”, “plan”, “will”, “may”, “estimate” and other similar expressions. These statements are based on the Company’s expectations, estimates, forecasts, and projections and include, without limitation, statements regarding the future success of the Company’s business and the consolidation of the Company’s common shares. The forward-looking statements in this news release are based on certain assumptions. The forward-looking statements are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, these forward-looking statements are made as of the date of this news release and, except as expressly required by applicable law, the Company assumes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. FOR FURTHER INFORMATION PLEASE CONTACT: For more information regarding The FUTR Corporation, please contact: Jason Ewart, EVP, at 416-580-0721. For Investor Relations please contact ir@thefutrcorp.com. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. 
April 22, 2025
Toronto, Ontario, April 22, 2025 – The FUTR Corporation (“FUTR” or the “Company”) (TSXV: FTRC), a consumer platform enabled by AI Agents and intelligent payment rails and focused on data monetization, is pleased to announce it has completed the final closing of its non-brokered private placement (the “Offering”) of Units for total gross proceeds of $4,000,000. The Company previously closed a first tranche of $690,333 on March 26, 2025. Each Unit was priced at $0.115 per Unit and consisted of one common share and ½ of a warrant (a “Warrant”). Each whole Warrant is exercisable to acquire one Common Share at a price of $0.2875 until June 30, 2027 , unless the term of the Warrant is accelerated pursuant to its terms. Net proceeds of the Offering will be used for general working capital and growth initiatives, including potential acquisitions. The Units were offered by way of private placement pursuant to exemptions from prospectus requirements under applicable securities laws. All securities issued under the final tranche are subject to a hold period expiring August 22, 2025, in accordance with applicable securities laws and the policies of the TSX Venture Exchange (the “TSXV”). The Offering has received conditional approval from the TSXV. The purchase of Units pursuant to the Offering by Alex McDougall and Jay Graver, both officers of the Company (collectively, the “Related Parties”) constituted a “related party transaction” as such term is defined by Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company was exempt from the MI 61-101 valuation and minority approval requirements for related party transactions in connection with the Offering because the Company was not listed on a stock exchange specified in section 5.5(b) of MI 61-101, and neither the fair market value of the Units purchased by the Related Parties, nor the proceeds to be received by the Company in respect of the Related Parties’ participation in the Offering, exceeded $2,500,000. The Company paid to eligible persons (the “Finders”) a cash finder's fee in the amount of $6,518, representing 2% of Units placed by certain Finders and a cash finder’s fee in the amount of $159,394, representing 7% of Units placed by certain Finders. The Company also issued 1,386,030 finder's warrants (the “Finder Warrants”) equal to 7% of the aggregate number of Units sold under the Offering attributable to certain Finders. Each Finder Warrant is exercisable to acquire one Unit of the Company until March 30, 2027, at an exercise price of $0.115 per Unit. The securities have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Company also announces today that it has granted incentive stock options and restricted share units (“RSUs”) to certain directors, officers, consultants and employees of the Company. An aggregate of 6,615,000 of stock options were granted at an exercise price of $0.24 per share and 2,848,755 RSUs were issued. About The FUTR Corporation The FUTR Corporation is a consumer platform enabled by AI Agents and intelligent payment rails and focused on data monetization that puts money back in the pocket of consumers. Forward-Looking Statements This news release may contain forward-looking statements (within the meaning of applicable securities laws) which reflect the Company’s current expectations regarding future events. Forward-looking statements are identified by words such as “believe”, “anticipate”, “project”, “expect”, “intend”, “plan”, “will”, “may”, “estimate” and other similar expressions. These statements are based on the Company’s expectations, estimates, forecasts, and projections and include, without limitation, statements regarding the future success of the Company’s business and the consolidation of the Company’s common shares. The forward-looking statements in this news release are based on certain assumptions. The forward-looking statements are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, these forward-looking statements are made as of the date of this news release and, except as expressly required by applicable law, the Company assumes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. FOR FURTHER INFORMATION PLEASE CONTACT: For more information regarding The FUTR Corporation, please contact: Jason Ewart, EVP, at 416-580-0721. For Investor Relations please contact ir@thefutrcorp.com . Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
April 1, 2025
Toronto, Ontario, April 1, 2025 - Hank Payments Corp. ( “Hank” or the “Company” ) (TSXV: HANK), an emerging North American leader in the Banking-as-a-Service (BaaS) market with a two platforms; Hank which modernizes budgets and payments for enterprises and consumers and FUTR, which connects Consumers with Brands seamlessly to present economically beneficial offers design to reduce the time and cost for Consumers to find them, is pleased to announce its name change to The FUTR Corporation as well as the results of the Annual and Special Meeting of Shareholders that was held on March 28, 2025 (the “ Meeting ”). All matters presented for approval at the Meeting were duly authorized and approved, as follows: 1. Michael Hilmer, Jason Ewart, Peter McRae, Jason Sawyer, Curt Marvis and Robert Landry were elected to the Board of Directors of the Corporation to serve for the ensuing year or until their successors are duly elected or appointed. Messrs. McRae, Sawyer, Marvis and Landry are all independent board members; 2. McGovern Hurley LLP was reappointed as Auditor of the Corporation for the ensuing year, and the Board of Directors of the Corporation was authorized to fix their remuneration; 3. the Corporation's Omnibus Equity Incentive Plan (" Omnibus Plan "), as described in its Information Circular dated February 15, 2025, was ratified, approved and confirmed; 4. an amendment to the articles of the Corporation to effect a consolidation of the issued and outstanding common shares on the basis of a consolidation ratio selected by the board of directors of the Corporation of up to ten (10) pre-consolidation common shares for one (1) post-consolidation common share, and authorizing the Board to determine the final consolidation ratio in its sole discretion (the “ Consolidation ”); and 5. a special resolution authorizing and approving an amendment to the articles of the Corporation to change its name to either FUTR Inc., FUTR Network Inc., FUTR of AI Inc., FUTR Money or FUTR Payments or such other name as the directors may approve. The parent Company will now be known as The FUTR Corporation, with subsidiaries Hank Payments Corp. (Florida) and FUTR Inc. (Ontario) . A total of 175,842,027 common shares of the Company were voted at the Meeting, representing approximately 50.19% of the issued and outstanding common shares as at the record date of the Meeting and 99.9% of the casting votes in favour. All resolutions were passed by the requisite majorities. Stock Consolidation The Company also wishes to announce that its Board of Directors has approved the implementation of the Consolidation of the issued and outstanding common shares of the Company, on the basis of one (1) post-consolidation common share for five point seven-five (5.75) pre-consolidation common shares (the " Consolidation "), which will take effect on or about April 7, 2025 (the " Effective Date "). The Board believes the Consolidation will ‎enhance the marketability of the common shares as an investment and help to facilitate additional financings and acquisitions. Prior to giving effect to the Consolidation there were 384,840,826 common shares outstanding and after giving effect to the Consolidation, the Corporation will have approximately 66,928,845 common shares issued and outstanding. Computershare Investor Services Inc., the Company's transfer agent, will act as exchange agent for the Consolidation. A letter of transmittal will be sent to registered shareholders providing instructions to surrender their pre-consolidated share certificates or direct registration statement (“DRS”) evidencing their shares for replacement certificates or DRS representing the number of post-consolidated shares to which they are entitled as a result of the Consolidation. Until surrendered, each certificate or DRS representing shares prior to the Consolidation will be deemed, for all purposes, to represent the number of shares to which the holder thereof is entitled as a result of the Consolidation. If a registered shareholder does not receive a letter of transmittal in respect of its common shares, sample letters of transmittal will be available on SEDAR+. Company Name Change The Company plans to file Articles of Amendment to change its name to The FUTR Corporation on April 7, 2025. Effective at the start of trading on or about April 7, 2025, the Company will commence trading on the TSX Venture Exchange under the new name and the new stock symbol "FTRC". The new CUSIP number is 360952105 and the new ISIN number is CA3609521057. Shareholders are not required to change their existing share certificates for new certificates bearing the new company name and Company shares held electronically will be booked electronically. The name change does not affect the rights of the Company's shareholders, and no further action is required by existing shareholders with respect to the name change. All the forgoing Options are subject to the terms of the Omnibus Plan, the applicable grant agreement, and the requirements of the TSX Venture Exchange. Financing Update As previously announced on March 25, 2025, the Corporation completed a $690,333 first tranche closing of the up to $4,000,000 of units (the “ Units ”) it intends to raise as part of a non-brokered private placement offering (the “ Offering ”) at a price of $0.02 per Unit (the “ Unit Price ”). As a result of the Consolidation to be effected on or about April 7, 2025, the Unit Price of the Offering will be adjusted to $0.115 per Unit, the exercise price of the warrants will be adjusted to $0.2875 per common share and the exercise price of the finder’s warrant will be adjusted to $0.115 per Unit. All other terms of the financing will remain the same and the Corporation intends to complete the balance of the Offering by April 21, 2025. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. About Hank Payments Corp. Hank Payments Corp (the “Company” or “Hank”) is a North American leader in consumer Fintech Software-as-a-Service (SaaS) and Banking-as-a-Service (BaaS) platforms that help consumers manage and reduce expenses and stay on track of payments. Through it’s recently acquired FUTR Inc., platform, the Company intends to connect brands with opt-ed in consumers using proprietary AI powered technology, to drive further financial benefits to the consumer and the brand, using powerful algorithms that collect, and present important data, making the brand to consumer engagement efficient and predictable, with meaningful positive financial outcomes to each party that joins the network. For more information about Hank visit our website at www.hankpayments.com . For more information about FUTR, visit https://futrnetwork.com/ Forward-Looking Statements This news release may contain forward-looking statements (within the meaning of applicable securities laws) which reflect the Company’s current expectations regarding future events. Forward-looking statements are identified by words such as “believe”, “anticipate”, “project”, “expect”, “intend”, “plan”, “will”, “may”, “estimate” and other similar expressions. These statements are based on the Company’s expectations, estimates, forecasts, and projections and include, without limitation, statements regarding the future success of the Company’s business and the consolidation of the Company’s common shares. The forward-looking statements in this news release are based on certain assumptions. The forward-looking statements are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, these forward-looking statements are made as of the date of this news release and, except as expressly required by applicable law, the Company assumes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. FOR FURTHER INFORMATION PLEASE CONTACT: For more information regarding Hank Payments Corp., please contact: Jason Ewart, EVP Capital Markets, at 416-580-0721. For Investor Relations please contact ir@hankpayments.com and visit the Company’s website at https://ir.hankpayments.com/ Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
March 26, 2025
Toronto, Ontario, March 26, 2025 - Hank Payments Corp. ( “Hank” or the “Company” ) (TSXV: HANK), an emerging North American leader in the Banking-as-a-Service (BaaS) market with a platform that modernizes budgets and payments for enterprises and consumers, is pleased to announce that it has now completed a first tranche (the “ First Tranche ”) of its non-brokered private placement (the “ Offering ”) of units of the Company (each a “ Unit ”) previously announced on March 6, 2025 for up to $4,000,000. Under the First Tranche of the Offering 34,516,650 Units were issued at a price of $0.02 per Unit for gross proceeds of $690,333. The Company expects to close the balance shortly. Each Unit is priced at $0.02 per Unit and consists of one common share and one half of one (1/2) warrant (a “ Warrant ”). Each whole Warrant is exercisable to acquire one Common Share at a price of $0.05 until June 30, 2027 , unless the term of the Warrant is accelerated pursuant to its terms. Net proceeds of the Offering will be used for general working capital and growth initiatives, including potential acquisitions. The Units were offered by way of private placement pursuant to exemptions from prospectus requirements under applicable securities laws. All securities issued under the First Tranche are subject to a hold period expiring July 26, 2025, in accordance with applicable securities laws and the policies of the TSX Venture Exchange (the “ TSXV ”). The Offering has received conditional approval from the TSXV. The purchase of Units pursuant to the Offering by Alex McDougall and Ashish Kapoor, both officers of the Company (collectively, the “ Related Parties ”) constituted a “related party transaction” as such term is defined by Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”). The Company was exempt from the MI 61-101 valuation and minority approval requirements for related party transactions in connection with the Offering because the Company was not listed on a stock exchange specified in section 5.5(b) of MI 61-101, and neither the fair market value of the Units purchased by the Related Parties, nor the proceeds to be received by the Company in respect of the Related Parties’ participation in the Offering, exceeded $2,500,000. A cash finder’s fee in the amount of $2,750 was paid in connection with the First Tranche. The securities have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Company also announces today that it has granted incentive stock options (the " Options ”) to certain directors, officers, consultants and employees of the Company to acquire an aggregate of 12,937,500 common shares in the capital of the Company. The Options were granted at an exercise price of $0.05. The Options have a term of 5 years will vest at a rate of 1/48 th per month. All Options were granted pursuant to the Company's Omnibus Equity Incentive Plan. About Hank Payments Corp. Hank Payments Corp (the “Company” or “Hank”) is a North American leader in consumer Fintech Software-as-a-Service (SaaS) and Banking-as-a-Service (BaaS) platforms that manages consumer cash flow and budgets on an automated basis using proprietary algorithms that collect, store and disburse cash as required to discharge obligations in a timely fashion. The Hank stack provides for several vertical market applications of the technology, with features specific to channels and enterprise accounts (“Partners”) that allow those partners to operate new lines of business and revenue streams, using Hank. The Partners benefit from new revenue streams and powerful insights that open up additional opportunities for Partners to grow assets using Hank. The Company operates exclusively across the USA, with certain leadership and technology functions in Toronto. Hank houses the complex technology, banking, treasury, customer service, sales and operations teams that acquire and service consumers. Hank currently charges upfront enrolment/setup fees and recurring monthly fees based on the types and quantity of payments that Hank Payments administers for the consumer (the “Users”). The Company acquires Users through various channels including (i) small to medium sized enterprises (the “SME Partners”) and (ii) large enterprise businesses (the “Enterprise Partners”). The Company’s BaaS model is emerging which is expected to add additional fees including software licensing and usage fees. For more information visit our website at www.hankpayments.com . Forward-Looking Statements This news release may contain forward-looking statements (within the meaning of applicable securities laws) which reflect the Company’s current expectations regarding future events. Forward-looking statements are identified by words such as “believe”, “anticipate”, “project”, “expect”, “intend”, “plan”, “will”, “may”, “estimate” and other similar expressions. These statements are based on the Company’s expectations, estimates, forecasts, and projections and include, without limitation, statements regarding the future success of the Company’s business and the consolidation of the Company’s common shares. The forward-looking statements in this news release are based on certain assumptions. The forward-looking statements are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, these forward-looking statements are made as of the date of this news release and, except as expressly required by applicable law, the Company assumes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. FOR FURTHER INFORMATION PLEASE CONTACT: For more information regarding Hank Payments Corp., please contact: Jason Ewart, EVP Capital Markets, at 416-580-0721. For Investor Relations please contact ir@hankpayments.com and visit the Company’s website at https://ir.hankpayments.com/
March 6, 2025
Toronto, Ontario, March 6, 2025 - Hank Payments Corp. ( “Hank” or the “Company” ) (TSXV: HANK), an emerging North American leader in the Banking-as-a-Service (BaaS) market with a platform that modernizes budgets and payments for enterprises and consumers, is pleased to announce that it will conduct a non-brokered private placement offering (the “ Offering ”) of up to 200,000,000 units (“ Units ”) at a purchase price of $0.02 per Unit, for aggregate gross proceeds of up to $4,000,000. Each Unit consists of one common share (“ Common Share ”) and one half of one (1/2) warrant (a “ Warrant ”). Each whole Warrant is exercisable to acquire one Common Share at a price of $0.05 until June 30, 2027 , unless the term of the Warrant is accelerated pursuant to its terms. Net proceeds of the Offering will be used for general working capital and growth initiatives, including potential acquisitions. The Offering is subject to TSX Venture Exchange acceptance of regulatory filings. The Company may pay to eligible persons (the " Finders ") a cash finder's fee equal to 7.5% of the gross proceeds from the Units placed by the Finders and issue finder unit warrants (“ Finder Unit Warrants ”) equal to 7.5% of the aggregate number of Units sold under the Offering attributable to the Finders. Each Finders Unit Warrant shall be exercisable to acquire one Unit of the Company until March 30, 2027. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. About Hank Payments Corp. Hank Payments Corp (the “Company” or “Hank”) is a North American leader in consumer Fintech Software-as-a-Service (SaaS) and Banking-as-a-Service (BaaS) platforms that manages consumer cash flow and budgets on an automated basis using proprietary algorithms that collect, store and disburse cash as required to discharge obligations in a timely fashion. The Hank stack provides for several vertical market applications of the technology, with features specific to channels and enterprise accounts (“Partners”) that allow those partners to operate new lines of business and revenue streams, using Hank. The Partners benefit from new revenue streams and powerful insights that open up additional opportunities for Partners to grow assets using Hank. The Company operates exclusively across the USA, with certain leadership and technology functions in Toronto. Hank houses the complex technology, banking, treasury, customer service, sales and operations teams that acquire and service consumers. Hank currently charges upfront enrolment/setup fees and recurring monthly fees based on the types and quantity of payments that Hank Payments administers for the consumer (the “Users”). The Company acquires Users through various channels including (i) small to medium sized enterprises (the “SME Partners”) and (ii) large enterprise businesses (the “Enterprise Partners”). The Company’s BaaS model is emerging which is expected to add additional fees including software licensing and usage fees. For more information visit our website at www.hankpayments.com . Forward-Looking Statements This news release may contain forward-looking statements (within the meaning of applicable securities laws) which reflect the Company’s current expectations regarding future events. Forward-looking statements are identified by words such as “believe”, “anticipate”, “project”, “expect”, “intend”, “plan”, “will”, “may”, “estimate” and other similar expressions. These statements are based on the Company’s expectations, estimates, forecasts, and projections and include, without limitation, statements regarding the future success of the Company’s business and the consolidation of the Company’s common shares. The forward-looking statements in this news release are based on certain assumptions. The forward-looking statements are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, these forward-looking statements are made as of the date of this news release and, except as expressly required by applicable law, the Company assumes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. FOR FURTHER INFORMATION PLEASE CONTACT: For more information regarding Hank Payments Corp., please contact: Jason Ewart, EVP Capital Markets, at 416-580-0721. For Investor Relations please contact ir@hankpayments.com and visit the Company’s website at https://ir.hankpayments.com/ Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
March 4, 2025
Toronto, Ontario, March 3, 2025 - Hank Payments Corp. ( “Hank” or the “Company” ) (TSXV: HANK), an emerging North American leader in the Banking-as-a-Service (BaaS) market with a platform that modernizes budgets and payments for enterprises and consumers is pleased to its second quarter financial results for the period ending December 31, 2024. All figures are in CAD. FIRST QUARTER FINANCIAL HIGHLIGHTS · Revenue for the second quarter ending December 31, 2024, was $2.07 MM, an increase of 8% over the December 2023 quarter; Revenue for the six-month period ending December 31, 2024, grew 18% year over year to $4.1 MM; · Gross margins remain strong at 89%; · Adjusted loss from operations for Q2 was $417,396 as compared to Q2, 2023 of $146,221 principally due to a transient increase in overhead post bank transition and acquisition related expenses which are expected to normalize through automation efforts by fiscal year end; The Company expected a short-term expansion of adjusted loss from operations to accommodate new products, bank transition and business development and transaction overhead. This is expected to normalize in the coming quarters as the Company benefits from growth and automation and efficiency efforts already under way. SUBSEQUENT EVENTS POST QUARTER: · The Company improved its balance sheet with the February 18, 2025, closing of a non- brokered private placement offering of 11,666,667 common shares at a price of $0.03 per share for the aggregate principal amount of $350,000. The Company also entered into agreements with certain creditors for the settlement of amounts owing in the aggregate amount of $461,675 in exchange for the issuance of an aggregate of 13,764,163 shares; · On February 19, 2025, the Company settled $744,000 of convertible debentures with the issuance of 9,920,000 common shares of the Company. · On February 25, 2025, the Company announced the closing of its acquisition of 100% of the shares of FUTR Inc. (the “FUTR” ). The FUTR platform will allow Hank to consume and store key customer data in a SOC 2 compliant and encrypted platform. This automates key compliance and KYC work for Hank while also providing value added digital vaults to the consumers to store critical personal documents such as loans, leases, insurance and other relevant documents relating to the consumer’s financial journey.  A comprehensive discussion of Hank’s financial position and results of operations is provided in the financial statements and MD&A for the six-month period ending December 31, 2024, filed on SEDAR. About Hank Payments Corp. Hank Payments Corp (the Company or “Hank”) is a North American leader in consumer Fintech Software-as-a-Service (SaaS) and Banking-as-a-Service (BaaS) platforms that manages consumer cash flow and budgets on an automated basis using proprietary algorithms that collect, store and disburse cash as required to discharge obligations in a timely fashion. The Hank stack provides for several vertical market applications of the technology, with features specific to channels and enterprise accounts (“Partners”) that allow those partners to operate new lines of business and revenue streams, using Hank. The Partners benefit from new revenue streams and powerful insights that open up additional opportunities for Partners to grow assets using Hank. The Company operates exclusively across the USA, with certain leadership and technology functions in Toronto. Hank houses the complex technology, banking, treasury, customer service, sales and operations teams that acquire and service consumers. Hank currently charges upfront enrolment/setup fees and recurring monthly fees based on the types and quantity of payments that Hank Payments administers for the consumer (the “Users”). The Company acquires Users through various channels including (i) small to medium sized enterprises (the “SME Partners”) and (ii) large enterprise businesses (the “Enterprise Partners”). The Company’s BaaS model is emerging which is expected to add additional fees including software licensing and usage fees. For more information visit our website at www.hankpayments.com . Forward-Looking Statements This news release may contain forward-looking statements (within the meaning of applicable securities laws) which reflect the Company’s current expectations regarding future events. Forward-looking statements are identified by words such as “believe”, “anticipate”, “project”, “expect”, “intend”, “plan”, “will”, “may”, “estimate” and other similar expressions. These statements are based on the Company’s expectations, estimates, forecasts, and projections and include, without limitation, statements regarding the future success of the Company’s business. Financial performance figures in Canadian Dollars unless otherwise indicated by “U” representing United States Dollars. The forward-looking statements in this news release are based on certain assumptions. The forward-looking statements are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, these forward-looking statements are made as of the date of this news release and, except as expressly required by applicable law, the Company assumes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. FOR FURTHER INFORMATION PLEASE CONTACT: For more information regarding Hank Payments Corp., please contact: Jason Ewart, EVP Capital Markets, at 416-580-0721. For Investor Relations please contact ir@hankpayments.com and visit the Company’s website at https://ir.hankpayments.com/ Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
February 25, 2025
Toronto, Ontario, February 25, 2025 - Hank Payments Corp. ( “Hank” or the “Company” ) (TSXV: HANK), an emerging North American leader in the Banking-as-a-Service (BaaS) market with a platform that modernizes budgets and payments for enterprises and consumers is please to announce, that pursuant to a Share Purchase Agreement dated February 24, 2025, the Company has closed its acquisition of 100% of the shares of FUTR Inc. (the “FUTR” ). As previously announced in its January 23, 2025, press release, FUTR will allow Hank to consume and store key customer data in a SOC 2 compliant and encrypted platform. This automates key compliance and KYC work for Hank while also providing value added digital vaults to the consumers to store critical personal documents such as loans, leases, insurance and other relevant documents relating to the consumer’s financial journey.  The principal terms of the acquisition are as follows: · as consideration for the purchase of all of the outstanding shares of FUTR, the Company issued 172,949,626 common shares of Hank, which equates to a total equity value for FUTR of approximately Cdn$8.6 million at a per share value of $0.05 per share; · no one new shareholder or related entity owns directly or indirectly greater than 10% of Hank post completion of the Acquisition; · Hank has assumed the FUTR's liability of (i) Cdn$1M owed to its parent, which will be repaid beginning on August 1, 2025, in the amount of $16,667 per month until repaid, without accruing any interest and (ii) Cdn$130,000 promissory note owed to its parent coming due on July 2 nd , 2026 and accruing interest at 18% a year; · As part of the acquisition, Hank assumed Cdn$260,000 of FUTR’s cash; · Clarus Securities Inc., acted as advisor in connection of the acquisition and was paid an advisory fee of $216,250, which has been settled by way of issuance of 4,325,000 common shares of Hank at closing at a per share value of $0.05 per share; and · all shares issued pursuant to the acquisition are subject to a contractual lock-up and leak- out agreement whereby the shares will be released as to 1/3 on September 5, 2025, February 20, 2026 and June 19, 2026. Each release date can be released earlier if the common shares of Hank trade on the TSX Venture Exchange (or other recognized stock exchange) over 10 consecutive trading days at a volume weighted average price of $0.10 per share or greater, $0.15 per share or greater and $0.20 per share and greater, respectively, the date in which the Board of Directors of the Purchaser concludes, in their sole discretion, such release is in the Hank's best interests and will not materially impact the then stock price and trading activity beyond what would be expected given such a release from escrow and issues a news release announcing such release date. In addition to the escrow terms, all shares issued by Hank are subject to a statutory hold period under applicable securities laws for four months and one day from the closing date. Following closing of the acquisition and related fees paid the number of common shares outstanding of Hank is 350,324,252. The Company is considering seeking shareholder approval at its next Annual Shareholder Meeting for a consolidation of its outstanding common shares. About Hank Payments Corp. Hank Payments Corp (the Company or “Hank”) is a North American leader in consumer Fintech Software-as-a-Service (SaaS) and Banking-as-a-Service (BaaS) platforms that manages consumer cash flow and budgets on an automated basis using proprietary algorithms that collect, store and disburse cash as required to discharge obligations in a timely fashion. The Hank stack provides for several vertical market applications of the technology, with features specific to channels and enterprise accounts (“Partners”) that allow those partners to operate new lines of business and revenue streams, using Hank. The Partners benefit from new revenue streams and powerful insights that open up additional opportunities for Partners to grow assets using Hank. The Company operates exclusively across the USA, with certain leadership and technology functions in Toronto. Hank houses the complex technology, banking, treasury, customer service, sales and operations teams that acquire and service consumers. Hank currently charges upfront enrolment/setup fees and recurring monthly fees based on the types and quantity of payments that Hank Payments administers for the consumer (the “Users”). The Company acquires Users through various channels including (i) small to medium sized enterprises (the “SME Partners”) and (ii) large enterprise businesses (the “Enterprise Partners”). The Company’s BaaS model is emerging which is expected to add additional fees including software licensing and usage fees. For more information visit our website at www.hankpayments.com . About FUTR Inc. FUTR is a robust personal life management vault and data monetization platform. designed to let users simultaneously store their zero-party (personal) data, documents, and information, while letting users determine, when, how and by who their information is accessed by. “Organize your life, monetize your personal data”. For more information visit the company website at www.futrnetwork.com Forward-Looking Statements This news release may contain forward-looking statements (within the meaning of applicable securities laws) which reflect the Company’s current expectations regarding future events. Forward-looking statements are identified by words such as “believe”, “anticipate”, “project”, “expect”, “intend”, “plan”, “will”, “may”, “estimate” and other similar expressions. These statements are based on the Company’s expectations, estimates, forecasts, and projections and include, without limitation, statements regarding the future success of the Company’s business. Financial performance figures in Canadian Dollars unless otherwise indicated by “U” representing United States Dollars. The forward-looking statements in this news release are based on certain assumptions. The forward-looking statements are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, these forward-looking statements are made as of the date of this news release and, except as expressly required by applicable law, the Company assumes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. FOR FURTHER INFORMATION PLEASE CONTACT: For more information regarding Hank Payments Corp., please contact: Jason Ewart, EVP Capital Markets, at 416-580-0721. For Investor Relations please contact ir@hankpayments.com and visit the Company’s website at https://ir.hankpayments.com/ Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
February 18, 2025
Toronto, Ontario, February 18, 2025 - Hank Payments Corp. ( “Hank” or the “Company” ) (TSXV: HANK), an emerging North American leader in the Banking-as-a-Service (BaaS) market with a platform that modernizes budgets and payments for enterprises and consumers is pleased to announce the closing of a non-brokered private placement of $350,000 and shares for debt settlements. The Company has closed a non-brokered private placement (the “ Placement ”) offering of 11,666,667 common shares (“ Shares ”) at a price of $0.03 per Share for the aggregate principal amount of $350,000. The proceeds of the Placement will be used for debt repayment and working capital purposes. The Common Shares are subject to a four-month plus one day hold period from the date of issuance. The Offering is subject to final acceptance of the TSX Venture Exchange (" TSXV "). The Company is also pleased to announce it has entered into agreements with certain creditors for the settlement of amounts owing in the aggregate amount of $461,675 in exchange for the issuance of an aggregate of 13,764,163 shares (the “ Debt Settlements ”). As previously announced in its press release dated January 23, 2025, the Debt Settlements include shares issued for $197,745 (6,591,508 shares) and $143,342 (4,760,895 shares) of principal and interest owed to arm-length and related parties respectively. Further, fees owed to former directors of the Company and arms-length parties of $85,588 (1,711,760 shares) and $35,000 (700,000 shares) are included in the Debt Settlements. The Debt Settlements include the settlement of an aggregate of $143,342 with three of the Company’s management and board members (the “ Related Creditors ”) in exchange for the issuance of an aggregate of 4,760,895 Debt Shares. The issuance of the Debt Shares to the Related Creditors constitutes a "related party transaction" as this term is defined in Multilateral Instrument 61-101: Protection of Minority Securityholders in Special Transactions (“ MI 61-101 ”). The independent directors of the Company, acting in good faith, determined that the fair market value of the Debt Shares being issued pursuant to the shares for debt transaction and the consideration being paid is reasonable. The Company intends to rely on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and (b) and 5.7(1)(a) of MI 61-101 as neither the fair market value of the Debt Shares nor the debt exceeds 25% of the Company's market capitalization. All securities issued pursuant to the Debt Settlements are subject to a four-month and one day hold period from the date of closing. The securities offered pursuant to the Placement and the Debt Settlements have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements.  About Hank Payments Corp. Hank Payments Corp (the Company or “Hank”) is a North American leader in consumer Fintech Software-as-a-Service (SaaS) and Banking-as-a-Service (BaaS) platforms that manages consumer cash flow and budgets on an automated basis using proprietary algorithms that collect, store and disburse cash as required to discharge obligations in a timely fashion. The Hank stack provides for several vertical market applications of the technology, with features specific to channels and enterprise accounts (“Partners”) that allow those partners to operate new lines of business and revenue streams, using Hank. The Partners benefit from new revenue streams and powerful insights that open up additional opportunities for Partners to grow assets using Hank. The Company operates exclusively across the USA, with certain leadership and technology functions in Toronto. Hank houses the complex technology, banking, treasury, customer service, sales and operations teams that acquire and service consumers. Hank currently charges upfront enrolment/setup fees and recurring monthly fees based on the types and quantity of payments that Hank Payments administers for the consumer (the “Users”). The Company acquires Users through various channels including (i) small to medium sized enterprises (the “SME Partners”) and (ii) large enterprise businesses (the “Enterprise Partners”). The Company’s BaaS model is emerging which is expected to add additional fees including software licensing and usage fees. For more information visit our website at www.hankpayments.com. Forward-Looking Statements This news release may contain forward-looking statements (within the meaning of applicable securities laws) which reflect the Company’s current expectations regarding future events. Forward-looking statements are identified by words such as “believe”, “anticipate”, “project”, “expect”, “intend”, “plan”, “will”, “may”, “estimate” and other similar expressions. These statements are based on the Company’s expectations, estimates, forecasts, and projections and include, without limitation, statements regarding the future success of the Company’s business. Financial performance figures in Canadian Dollars unless otherwise indicated by “U” representing United States Dollars. The forward-looking statements in this news release are based on certain assumptions. The forward-looking statements are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, these forward-looking statements are made as of the date of this news release and, except as expressly required by applicable law, the Company assumes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. FOR FURTHER INFORMATION PLEASE CONTACT: For more information regarding Hank Payments Corp., please contact: Jason Ewart, EVP Capital Markets, at 416-580-0721. For Investor Relations please contact ir@hankpayments.com and visit the Company’s website at https://ir.hankpayments.com/ Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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