Mr. Jason Ewart reports

HANK PAYMENTS ANNOUNCES CLOSING OF FINANCING AND SETTLEMENTS

Hank Payments Corp. has closed the non-brokered private placement of 744 units for total gross proceeds of $744,921 announced on Oct. 2, 2024.

Each unit consists of one $1,000 secured convertible debenture and 10,000 common share purchase warrants. The debentures mature on and become payable on Nov. 1, 2029, 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 fewer 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; (iii) the entering into of a merger, amalgamation, arrangement or other reorganization by the corporation with another unrelated corporation resulting in the acquisition of 20 per cent of issued and outstanding common shares of the resultant corporation by a person or group of persons acting jointly or in concert; or (iv) 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. 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 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.

Further to the Oct. 2, 2024, news release, an aggregate principal amount $2,544,000 of 10 per cent secured convertible debentures and $200,732 of related interest were converted into an aggregate of 54,894,641 common shares of the company. The company also issued 4,677,084 common shares pursuant to the redemption of previously granted and outstanding restricted share units of the company.

All securities issued pursuant to the offering and debenture conversion are subject to statutory hold periods. The offering and debenture conversion are subject to TSX Venture Exchange acceptance of regulatory filings.

About Hank Payments Corp.

Hank Payments is a North American leader in consumer fintech software-as-a-service and banking-as-a-service platforms that manage 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 increase 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; 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.