Mr. Jason Ewart reports

HANK PAYMENTS ANNOUNCES CLOSING OF EQUITY FINANCING AND SHARES FOR DEBT TRANSACTION

Hank Payments Corp. has closed a non-brokered private placement of $350,000 and shares-for-debt settlements.

The company has closed a non-brokered private placement offering of 11,666,667 common shares at a price of three cents per share for the aggregate principal amount of $350,000. The proceeds of the placement will be used for debt repayment and working capital purposes. The common shares are subject to a four-month-plus-one-day hold period from the date of issuance. The offering is subject to final acceptance of the TSX Venture Exchange.

The company is also pleased to announce it has entered into agreements with certain creditors for the settlement of amounts owing in the aggregate amount of $461,675 in exchange for the issuance of an aggregate of 13,764,163 shares. As previously announced in its press release dated Jan. 23, 2025, the debt settlements include shares issued for $197,745 (6,591,508 shares) and $143,342 (4,760,895 shares) of principal and interest owed to arm's-length and related parties, respectively. Further, fees owed to former directors of the company and arm's-length parties of $85,588 (1,711,760 shares) and $35,000 (700,000 shares) are included in the debt settlements.

The debt settlements include the settlement of an aggregate of $143,342 with three of the company's management and board members in exchange for the issuance of an aggregate of 4,760,895 debt shares. The issuance of the debt shares to the related creditors constitutes a related-party transaction as this term is defined in Multilateral Instrument 61-101 (Protection of Minority Securityholders in Special Transactions). The independent directors of the company, acting in good faith, determined that the fair market value of the debt shares being issued pursuant to the shares-for-debt transaction and the consideration being paid are reasonable. The company intends to rely on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and (b) and 5.7(1)(a) of MI 61-101 as neither the fair market value of the debt shares nor the debt exceeds 25 per cent of the company's market capitalization. All securities issued pursuant to the debt settlements are subject to a four-month-and-one-day hold period from the date of closing.

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 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 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.

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