Founders of the business to return to rebuild the company and recreate value

NAPLES, FL / ACCESSWIRE / November 6, 2024 / Melrose Ventures

Take-Over Bid Circular
Form 62-104F1

Item 1. Name and description of offeror

• Name of offeror: Melrose Ventures

• Description: Melrose Ventures is a Florida LLC involved in investment and acquisition activities.

Item 2. Name of offeree issuer

• Name of offeree issuer: Hank Payments Corp. Hank.v HNKPF- OTC

Item 3. Securities subject to the bid

• Class and number of securities: Common shares

• Number of securities: 8.5 million shares or the number of shares necessary to bring Melrose Ventures' stake above 51%.

Item 4. Time period

• Commencement date: November 2, 2024

• Expiration date: 12/31/2024

Item 5. Consideration

• Consideration offered: CAD $0.09 per share in cash

Item 6. Ownership of securities of offeree issuer

• Direct

  • Melrose Venture Group of Joint Actors: 0 shares (prior to the takeover)

  • Intelligent Payment Processing Inc: 6,836,767 shares directly owned and controlled FOUNDERS SHARES

  • Shawn Carden: 950,000 shares directly owned and controlled FOUNDERS SHARES

  • First Canadian Capital Corp: 500,000 shares directly owned and controlled

  • Total Direct ownership by Melrose Ventures Group Joint Actors: 8,286,767 shares, approximately 11.33% of the 73.15MM issued & outstanding shares

• Indirect

  • Intelligent Payment Processing Inc: 29.95% of Uptempo Incs 17,420,243 shares = 5,217,362- FOUNDERS SHARES

  • Shawn Carden: 8.58% of UpTempo Incs 17,420.243 shares = 1,494,647- FOUNDERS SHARES

  • Total indirect ownership by Melrose Ventures Group Joint Actors:6,712,018 shares approximately 9.2% of the 73.15MM issued & outstanding shares

• Total Direct and Indirect Ownership

  • 20.53%

Item 7. Trading in securities of offeree issuer

• No securities were purchased or sold by the persons referred to in item 6 during the 6-month period preceding the date of the take-over bid.

Item 8. Commitments to acquire securities of offeree issuer

• No additional agreements, commitments, or understandings to acquire securities of the offeree issuer beyond the current tender offer.

Item 9. Terms and conditions of the bid

• Terms: The offer is subject to due diligence regarding the number of shares required for control and the management's public statements about the business's revenue and nearing cash flow positivity from operations.

Item 10. Payment for deposited securities

• Method and time of payment: Payment will be made in cash upon acceptance and closing of the offer.

Item 11. Right to withdraw deposited securities

• Withdrawal rights: Security holders may withdraw their deposited securities by sending a written notice to the designated depository, effective upon receipt by the depository.

Item 12. Source of funds

• Source of funds: Melrose Ventures LLC

Item 13. Trading in securities to be acquired

• Principal market: TSX Venture Exchange (TSX.V)

• Volume of trading and price range: 6 month avg volume (3M)- 17,786 & $0.04 - $0.065 CAD

• Date of announcement: November 2, 2024

• Market price before announcement:$0.045 CAD

Item 14. Arrangements between the offeror and the directors and officers of offeree issuer

• No agreements, commitments, or understandings between the offeror and any of the directors or officers of the offeree issuer.

Item 15. Arrangements between the offeror and security holders of offeree issuer

• No agreements, commitments, or understandings between the offeror and any security holder of the offeree issuer.

Item 16. Arrangements with or relating to the offeree issuer

• No agreements, commitments, or understandings between the offeror and the offeree issuer that could affect control of the offeree issuer.

Item 17. Purpose of the bid

• Purpose: To acquire a controlling interest in Hank Payments Corp, Change Board of Director and Management. Replace with founders to build back the business and its share value.

Item 18. Valuation

• Not applicable as the take-over bid is not an insider bid.

Item 19. Securities of an offeror or other issuer to be exchanged for securities of offeree issuer

• Not applicable as the consideration is in cash.

Item 20. Right of appraisal and acquisition

• Rights of appraisal: N/A

• Right of acquisition: N/A

Item 21. Market purchases of securities

• The offeror may purchase in the market securities that are the subject of the take-over bid.

Item 22. Approval of take-over bid circular

• The take-over bid circular has been approved and its sending has been authorized by the Manager of Melrose Ventures LLC.

Item 23. Other material facts

• No other material facts concerning the securities of the offeree issuer or other matters not disclosed in the take-over bid circular.

Item 24. Solicitations

Disclose any person retained by or on behalf of the offeror to make solicitations in respect of the take-over bid and the particulars of the compensation arrangements.

Item 25. Statement of rights

The following statement of rights is provided under the securities legislation of the jurisdictions relating to this circular: Securities legislation in the provinces and territories of Canada provides security holders of the offeree issuer with, in addition to any other rights they may have at law, one or more rights of rescission, price revision or to damages, if there is a misrepresentation in a circular or notice that is required to be delivered to those security holders. However, such rights must be exercised within prescribed time limits. Security holders should refer to the applicable provisions of the securities legislation of their province or territory for particulars of those rights or consult a lawyer.

Item 26. Certificate

The foregoing contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made

Item 27. Date of take-over bid circular

The date of the take-over bid circular is 11/05/2024

CONTACT:
Michael C Trimarco
Principal
Melrose Ventures LLC
Intelligent Payment Processing Inc

Contact Information:

• Michael Trimarco - Principal Melrose Ventures & Intelligent Payment Processing

• Phone: 516-848-3388

• mtrimarco@mba1997.hbs.edu

SOURCE: Melrose Ventures