Hank Payments Announces Closing of First Tranche of Unit Offering

Toronto, Ontario–(Newsfile Corp. – March 26, 2025) – Hank Payments Corp. (TSXV: HANK) (“Hank” or the “Company”), 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 1/48th 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.

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.

/Not for distribution to U.S. news wire services or dissemination in the United States/

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/246152