Toronto, Ontario--(Newsfile Corp. - April 1, 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 two platforms; Hank which modernizes budgets and payments for enterprises and consumers and FUTR, which connects Consumers with Brands seamlessly to present economically beneficial offers design to reduce the time and cost for Consumers to find them, is pleased to announce its name change to The FUTR Corporation as well as the results of the Annual and Special Meeting of Shareholders that was held on March 28, 2025 (the "Meeting").
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. Messrs. McRae, Sawyer, Marvis and Landry are all independent board members;
McGovern Hurley LLP was reappointed as Auditor of the Corporation for the ensuing year, and the Board of Directors of the Corporation was authorized to fix their remuneration;
the Corporation's Omnibus Equity Incentive Plan (" Omnibus Plan "), as described in its Information Circular dated February 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 up to ten (10) pre-consolidation common shares for one (1) post-consolidation common share, and authorizing the Board to determine the final consolidation ratio in its sole discretion (the "Consolidation"); and
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 Corporation, 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% of the issued and outstanding common shares as at the record date of the Meeting and 99.9% 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 of Directors has approved the implementation of the Consolidation of the issued and outstanding common shares of the Company, on the basis of one (1) post-consolidation common share for five point seven-five (5.75) pre-consolidation common shares (the "Consolidation"), which will take effect on or about April 7, 2025 (the "Effective Date"). 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 pre-consolidated share certificates or direct registration statement ("DRS") evidencing their shares for replacement certificates or DRS representing the number of post-consolidated 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 Corporation 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 360952105 and the new ISIN number is CA3609521057. 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 $4,000,000 of units (the "Units") it intends to raise as part of a non-brokered private placement offering (the "Offering") at a price of $0.02 per Unit (the "Unit Price"). 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 $0.115 per Unit, the exercise price of the warrants will be adjusted to $0.2875 per common share and the exercise price of the finder's warrant will be adjusted to $0.115 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.
The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
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 help consumers manage and reduce expenses and stay on track of payments. Through it's recently acquired FUTR Inc., platform, the Company intends to connect brands with opt-ed in consumers using proprietary AI powered 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. For more information about Hank visit our website at www.hankpayments.com. For more information about FUTR, visit https://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 and the consolidation of the Company's common shares. 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.
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SOURCE: Hank Payments Corp.
