Toronto, Ontario--(Newsfile Corp. - February 25, 2025) - Hank Payments Corp. (TSXV: HANK) ("Hank" or the "Company"), an emerging North American leader in the Banking-as-a-Service (BaaS) market with a platform that modernizes budgets and payments for enterprises and consumers is pleased to announce, that pursuant to a Share Purchase Agreement dated February 24, 2025, the Company has closed its acquisition of 100% of the shares of FUTR Inc. (the "FUTR").
As previously announced in its January 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 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 Cdn$8.6 million at a per share value of $0.05 per share;
no one new shareholder or related entity owns directly or indirectly greater than 10% of Hank post completion of the Acquisition;
Hank has assumed the FUTR's liability of (i) Cdn$1M owed to its parent, which will be repaid beginning on August 1, 2025, in the amount of $16,667 per month until repaid, without accruing any interest and (ii) Cdn$130,000 promissory note owed to its parent coming due on July 2nd, 2026 and accruing interest at 18% a year;
As part of the acquisition, Hank assumed Cdn$260,000 of FUTR's cash;
Clarus Securities Inc., acted as advisor 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 $0.05 per share; and
all shares issued pursuant to the acquisition are subject to a contractual lock-up and leak-out agreement whereby the shares will be released as to 1/3 on September 5, 2025, February 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 $0.10 per share or greater, $0.15 per share or greater and $0.20 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 Corp (the Company or "Hank") is a North American leader in consumer Fintech Software-as-a-Service (SaaS) and Banking-as-a-Service (BaaS) 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 ("Partners") 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 grow assets using Hank. The Company operates exclusively across the USA, 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/setup fees and recurring monthly fees based on the types and quantity of payments that Hank Payments administers for the consumer (the "Users"). The Company acquires Users through various channels including (i) small to medium sized enterprises (the "SME Partners") and (ii) large enterprise businesses (the "Enterprise Partners"). The Company's BaaS model is emerging which is expected to add additional fees including software licensing and usage fees. For more information visit our website at www.hankpayments.com.
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. "Organize your life, monetize your personal data." For more information visit the company website at www.futrnetwork.com.
Forward-Looking Statements
This news release may contain forward-looking statements (within the meaning of applicable securities laws) which reflect the Company's current expectations regarding future events. Forward-looking statements are identified by words such as "believe", "anticipate", "project", "expect", "intend", "plan", "will", "may", "estimate" and other similar expressions. These statements are based on the Company's expectations, estimates, forecasts, and projections and include, without limitation, statements regarding the future success of the Company's business. Financial performance figures in Canadian Dollars unless otherwise indicated by "U" representing United States Dollars. The forward-looking statements in this news release are based on certain assumptions. The forward-looking statements are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, these forward-looking statements are made as of the date of this news release and, except as expressly required by applicable law, the Company assumes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
FOR FURTHER INFORMATION PLEASE CONTACT:
For more information regarding Hank Payments Corp., please contact: Jason Ewart, EVP Capital Markets, at 416-580-0721. For Investor Relations please contact ir@hankpayments.com and visit the Company's website at https://ir.hankpayments.com/.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/242282
SOURCE: Hank Payments Corp.
