Mr. Michael Trimarco of Melrose reports

MELROSE VENTURES ANNOUNCES SIGNIFICANT STAKE IN HANK PAYMENTS CORP AND TAKEOVER BID TENDER

Melrose Ventures, a Florida LLC, along with its joint actors, collectively known as The Melrose Group, has acquired a "toe hold" position exceeding 10 per cent in its takeover of Hank Payments Corp.

On Saturday, Nov. 2, 2024, the Melrose Group formally notified Hank Payments Corp's board of directors and legal representatives of its intention to submit a takeover bid. The offer was as follows:

"We hereby tender to purchase a minimum of 8.5 million shares or the number of shares necessary to bring our stake above 51 per cent. We will pay six cents per share in cash, representing a significant premium over the 60-day volume-weighted average price, as well as the offer made to liability holders as per recent press releases."

Despite not receiving a response, we have observed a press release indicating an attempt to close a financing round that would dilute current shareholders by 80 per cent. We believe this action is detrimental to shareholder value and serves only the self interests of the current management group. Since the IPO in October, 2021, the management has overseen an 80-per-cent decline in the company's value, along with a loss of revenue and customers since Melrose brought the team on in April, 2018.

In light of these developments, the Melrose Group is increasing our tender offer to purchase a minimum of 8.5 million shares or the number of shares necessary to bring our stake above 51 per cent. As such, we offer nine cents per share in cash, representing an 80-per-cent premium over the offer made to liability holders as per Saturday's press release.

This offer must be accepted and closed prior to any financing, induced conversions, target acquisitions or other actions announced in management's press releases since August. The offer is subject to due diligence regarding the number of shares required for control and the on management's public statements earlier this year about the businesses revenue and nearing cash flow positivity from operations. Importantly, the company requires access to the same information shared with the Melrose Group as well as other stakeholders, including but not limited to stock, derivative, convertible debt and other liability holders, regarding the recent transactions related to target acquisition and its terms.

The Melrose Groups seeks to conduct this under the supervision of the SEC (Securities and Exchange Commission) and the OSC (Ontario Securities Commission), with whom have been in touch.

The Melrose Group believes full disclosure should be made to all stakeholders regarding our group's debt, defaults, court claims and other claims. As many of these have not been disclosed, particularly those involving Ewart/Hilmer's engagement and their entry into the business in 2018. The Hank Payments business operation, founded in 2006, was EBITDA (earnings before interest, taxes, depreciation and amortization) positive with significantly more customers, clients and revenue prior to hiring the Ewart/Hilmer management group in 2018.

The Melrose Group request that any other corporate actions, including the target acquisition and debt conversion inducement, be held until this takeover bid has concluded.

The Melrose Group requests management immediately notify all stakeholders of the shareholder meeting requisitions it made under Canadian law.