Toronto, Ontario--(Newsfile Corp. - October 2, 2024) - 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 announces that it will conduct a non-brokered private placement offering (the "Offering") of up to 1,000 units ("Units") at $1,000 per Unit for gross proceeds of up to $1,000,000. Each Unit consists of one $1,000 secured convertible debenture ("Debentures") and 10,000 common share purchase warrants ("Warrant"). Each Warrant entitles the holder to purchase one common share of the Company at an exercise price of $0.075 per common share for a period of two years from issuance.
The Debentures mature three years from the date of issue (the "Term") and bear interest at a fixed rate of 10% per annum, payable in arrears semi-annually on December 31 and June 30 of each year. The Debentures are secured by the assets of the Company through a general security agreement and rank equally with all other Debentures. At any time during the Term, a holder of Debentures may elect to convert the outstanding net principal amount, or any portion thereof, into common shares at a conversion price of $0.05 per share during the first year and $0.10 per share thereafter (the "Conversion Price"). The Company may force the conversion of the principal amount of the then outstanding Debentures (i) at any time at the Conversion Price on not less than 5 days' notice if the volume weighted average trading price of the common shares on the TSX Venture Exchange (the "TSXV") for any 10 consecutive trading day period is equal to or greater than $0.20; (ii) immediately prior to completion of a change of control; or (iii) on the maturity date. The Company may also elect to convert the interest owing at the then market price of its common shares at the time the interest becomes payable or upon a change of control, in accordance with applicable TSXV rules.
The proceeds from the Offering will principally be used for debt repayment and general working capital. All securities issued pursuant to the Offering are subject to a statutory hold period of four months and a day from closing. The Offering is subject to TSX Venture Exchange acceptance of regulatory filings.
The securities offered pursuant to the Offering 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.
The Company also announces that it will amend certain terms of its existing outstanding $2,544,000 convertible debentures (each, an "Existing Debenture"), for a thirty (30) day period (the "Debenture Amendment"), in connection with the private placements of debenture units consisting of $1,000 principal amount of 10% Existing Debentures on December 15, 2022, April 13, 2023, June 15, 2023 and January 30, 2024. Hank also intends to settle up to $200,732.05 of interest owing in connection with the Existing Debentures by issuance of up to 4,014,641 common shares of Hank. The Debenture Amendment remains subject to TSX Venture Exchange acceptance of regulatory filings.
Prior to the Debenture Amendment taking effect, the Existing Debentures are convertible into common shares of the Company (each, a "Debenture Share") at a price of $0.10 per Debenture Share. Commencing on October 2, 2024 and ending on November 2, 2024 (the "Inducement Period"), the conversion price of the Existing Debentures will be amended from $0.10 per Debenture Share to $0.05 per Debenture Share. After the expiry of the Inducement Period, the conversion price of the Existing Debentures will revert to $0.10 per Debenture Share.
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.
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, including without limitation the Shares beginning trading on the TSXV. 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.
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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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