Mr. Jason Ewart reports
HANK PAYMENTS ANNOUNCES RESULTS OF SHAREHOLDERS MEETING, INCLUDING SHARE CONSOLIDATION AND NAME CHANGE TO THE FUTR CORPORATION
Hank Payments Corp. has changed its name to The FUTR Corp., and has released the results of the annual and special meeting of shareholders that was held on March 28, 2025.
All matters presented for approval at the meeting were duly authorized and approved, as follows:
- Michael Hilmer, Jason Ewart, Peter McRae, Jason Sawyer, Curt Marvis and Robert Landry were elected to the board of directors of the corporation to serve for the ensuing year or until their successors are duly elected or appointed. Mr. McRae, Mr. Sawyer, Mr. Marvis and Mr. Landry are all independent board members;
- McGovern Hurley LLP was reappointed as the auditor of the corporation for the ensuing year and the board of directors of the corporation was authorized to fix its remuneration.
- The corporation's omnibus equity incentive plan, as described in its information circular dated Feb. 15, 2025, was ratified, approved and confirmed;
- An amendment to the articles of the corporation to effect a consolidation of the issued and outstanding common shares on the basis of a consolidation ratio selected by the board of directors of the corporation of one postconsolidation common share for up to 10 preconsolidation common shares and authorizing the board to determine the final consolidation ratio in its sole discretion;
- A special resolution authorizing and approving an amendment to the articles of the corporation to change its name to either FUTR Inc., FUTR Network Inc., FUTR of AI Inc., FUTR Money or FUTR Payments, or such other name as the directors may approve. The parent company will now be known as The FUTR Corp., with subsidiaries Hank Payments Corp. (Florida) and FUTR Inc. (Ontario).
A total of 175,842,027 common shares of the company were voted at the meeting, representing approximately 50.19 per cent of the issued and outstanding common shares as at the record date of the meeting, and 99.9 per cent of the casting votes in favour. All resolutions were passed by the requisite majorities.
Stock consolidation
The company also wishes to announce that its board df Directors has approved the implementation of the consolidation of the issued and outstanding common shares of the company, on the basis of one postconsolidation common share for 5.75 preconsolidation common shares, which will take effect on or about April 7, 2025. The board believes the consolidation will enhance the marketability of the common shares as an investment and help to facilitate additional financings and acquisitions. Prior to giving effect to the consolidation, there were 384,840,826 common shares outstanding, and, after giving effect to the consolidation, the corporation will have approximately 66,928,845 common shares issued and outstanding.
Computershare Investor Services Inc., the company's transfer agent, will act as exchange agent for the consolidation. A letter of transmittal will be sent to registered shareholders providing instructions to surrender their preconsolidated share certificates or direct registration statements (DRSs) evidencing their shares for replacement certificates or DRSs representing the number of postconsolidated shares to which they are entitled as a result of the consolidation. Until surrendered, each certificate or DRS representing shares prior to the consolidation will be deemed, for all purposes, to represent the number of shares to which the holder thereof is entitled as a result of the consolidation. If a registered shareholder does not receive a letter of transmittal in respect of its common shares, sample letters of transmittal will be available on SEDAR+.
Company name change
The company plans to file articles of amendment to change its name to The FUTR Corp. on April 7, 2025.
Effective at the start of trading on or about April 7, 2025, the company will commence trading on the TSX Venture Exchange under the new name and the new stock symbol FTRC. The new Cusip number is 360952 10 5 and the new ISIN is CA 360952 10 5 7. Shareholders are not required to change their existing share certificates for new certificates bearing the new company name and company shares held electronically will be booked electronically. The name change does not affect the rights of the company's shareholders and no further action is required by existing shareholders with respect to the name change.
All the forgoing options are subject to the terms of the omnibus plan, the applicable grant agreement and the requirements of the TSX Venture Exchange.
Financing update
As previously announced on March 25, 2025, the corporation completed a $690,333 first tranche closing of the up to $4-million of units it intends to raise as part of a non-brokered private placement offering at a price of two cents per unit. As a result of the consolidation to be effected on or about April 7, 2025, the unit price of the offering will be adjusted to 11.5 cents per unit, the exercise price of the warrants will be adjusted to 28.75 cents per common share and the exercise price of the finder's warrant will be adjusted to 11.5 cents per unit. All other terms of the financing will remain the same and the corporation intends to complete the balance of the offering by April 21, 2025.
About Hank Payments Corp.
Hank is a North American leader in consumer fintech (financial technology) software-as-a-service (SaaS) and banking-as-a-service (BaaS) platforms that help consumers manage and reduce expenses and stay on track of payments. Through its recently acquired FUTR Inc. platform, the company intends to connect brands with opt-ed in consumers using proprietary AI-powered (artificial intelligence) technology, to drive further financial benefits to the consumer and the brand, using powerful algorithms that collect and present important data, making the brand to consumer engagement efficient and predictable, with meaningful positive financial outcomes to each party that joins the network.
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