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Hank Payments Corp
Symbol HANK
Shares Issued 132,720,338
Close 2025-02-25 C$ 0.025
Market Cap C$ 3,318,008
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Hank Payments closes acquisition of Futr

2025-02-25 17:18 ET - News Release

Mr. Jason Ewart reports

HANK PAYMENTS ANNOUNCES THE CLOSING OF ITS ACQUISITION OF FUTR INC

Pursuant to a share purchase agreement dated Feb. 24, 2025, Hank Payments Corp. has closed its acquisition of 100 per cent of the shares of Futr Inc.

As previously announced in its Jan. 23, 2025, press release, Futr will allow Hank to consume and store key customer data in a SOC 2-compliant and encrypted platform. This automates key compliance and KYC (know your customer) work for Hank while also providing value-added digital vaults to the consumers to store critical personal documents such as loans, leases, insurance and other relevant documents relating to the consumer's financial journey.

The principal terms of the acquisition are as follows:

  • As consideration for the purchase of all of the outstanding shares of Futr, the company issued 172,949,626 common shares of Hank, which equates to a total equity value for Futr of approximately $8.6-million at a per share value of five cents per share.
  • No one new shareholder or related entity owns directly or indirectly greater than 10 per cent of Hank post completion of the acquisition.
  • Hank has assumed the Futr's liability of (i) $1-million owed to its parent, which will be repaid beginning on Aug. 1, 2025, in the amount of $16,667 per month until repaid, without accruing any interest and (ii) $130,000 promissory note owed to its parent coming due on July 2, 2026, and accruing interest at 18 per cent a year.
  • As part of the acquisition, Hank assumed $260,000 of Futr's cash.
  • Clarus Securities Inc., acted as adviser in connection of the acquisition and was paid an advisory fee of $216,250, which has been settled by way of issuance of 4,325,000 common shares of Hank at closing at a per share value of five cents per share.
  • All shares issued pursuant to the acquisition are subject to a contractual lockup and leak-out agreement whereby the shares will be released as to one-third on Sept. 5, 2025, Feb. 20, 2026, and June 19, 2026. Each release date can be released earlier if the common shares of Hank trade on the TSX Venture Exchange (or other recognized stock exchange) over 10 consecutive trading days at a volume-weighted average price of 10 cents per share or greater, 15 cents per share or greater, and 20 cents per share and greater, respectively, the date in which the board of directors of the purchaser concludes, in their sole discretion, such release is in the Hank's best interests and will not materially impact the then stock price and trading activity beyond what would be expected given such a release from escrow and issues a news release announcing such release date. In addition to the escrow terms, all shares issued by Hank are subject to a statutory hold period under applicable securities laws for four months and one day from the closing date.

Following closing of the acquisition and related fees paid the number of common shares outstanding of Hank is 350,324,252. The company is considering seeking shareholder approval at its next annual shareholder meeting for a consolidation of its outstanding common shares.

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.

About Futr Inc.

Futr is a robust personal life management vault and data monetization platform. Designed to let users simultaneously store their zero party (personal) data, documents and information, while letting users determine, when, how and by who their information is accessed by.

We seek Safe Harbor.

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