Mr. Jason Ewart reports

HANK PAYMENTS ANNOUNCES NEW CONVERTIBLE DEBENTURE FINANCING AND EXISTING CONVERTIBLE DEBENTURE CONVERSION INDUCEMENT PROGRAM

Hank Payments Corp. will conduct a non-brokered private placement offering of up to 1,000 units at $1,000 per unit for gross proceeds of up to $1-million. Each unit consists of one $1,000 secured convertible debenture and 10,000 common share purchase warrants. Each warrant entitles the holder to purchase one common share of the company at an exercise price of 7.5 cents per common share for a period of two years from issuance.

The debentures mature three years from the date of issue and bear interest at a fixed rate of 10 per cent per annum, payable in arrears semi-annually on Dec. 31 and June 30 of each year. The debentures are secured by the assets of the company through a general security agreement and rank equally with all other debentures. At any time during the term, a holder of debentures may elect to convert the outstanding net principal amount, or any portion thereof, into common shares at a conversion price of five cents per share during the first year and 10 cents per share thereafter. The company may force the conversion of the principal amount of the then outstanding debentures (i) at any time at the conversion price on not less than five days notice if the volume weighted average trading price of the common shares on the TSX Venture Exchange for any 10 consecutive trading day period is equal to or greater than 20 cents; (ii) immediately prior to completion of a change of control; or (iii) on the maturity date. The company may also elect to convert the interest owing at the then market price of its common shares at the time the interest becomes payable or upon a change of control, in accordance with applicable TSX-V rules.

The proceeds from the offering will principally be used for debt repayment and general working capital. All securities issued pursuant to the offering are subject to a statutory hold period of four months and a day from closing. The offering is subject to TSX Venture Exchange acceptance of regulatory filings.

The company also announces that it will amend certain terms of its existing outstanding $2,544,000 convertible debentures, for a 30-day period, in connection with the private placements of debenture units consisting of $1,000 principal amount of 10-per-cent existing debentures on Dec. 15, 2022, April 13, 2023, June 15, 2023, and Jan. 30, 2024. Hank also intends to settle up to $200,732.05 of interest owing in connection with the existing debentures by issuance of up to 4,014,641 common shares of Hank. The debenture amendment remains subject to TSX Venture Exchange acceptance of regulatory filings.

Prior to the debenture amendment taking effect, the existing debentures are convertible into common shares of the company at a price of 10 cents per debenture share. Commencing on Oct. 2, 2024, and ending on Nov. 2, 2024, the conversion price of the existing debentures will be amended from 10 cents per debenture share to five cents per debenture share. After the expiry of the inducement period, the conversion price of the existing debentures will revert to 10 cents per debenture share.

About Hank Payments Corp.

Hank is a North American leader in consumer financial-technology 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 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 United States, 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/set-up fees and recurring monthly fees based on the types and quantity of payments that Hank Payments administers for the consumer. The company acquires users through various channels including: (i) small- to medium-sized enterprises (SME partners); and (ii) large enterprise businesses. The company's BaaS model is emerging, which is expected to add additional fees, including software licensing and usage fees.

We seek Safe Harbor.