Founders & Operators make required disclosure of its "Toehold" under the Early Warning Requirements in its Takeover of Hank Payments Corp.

Early Warning Disclosure Document
Form 62-103F1

Required Disclosure under the Early Warning Requirements

This report is not filed to amend information disclosed in an earlier report.

Item Security and Reporting Issuer

1.1 Designation of securities: Common shares

• Name and address of the head office of the issuer: Hank Payments Corp, Toronto, ON

1.2 Name of the market: TSX Venture Exchange (TSX.V)

Item 2 â€" Identity of the Acquiror

2.1 Name and address of the acquiror:

• Melrose Ventures LLC,
  5935 Premier Way,
  Naples, FL 34109

2.2 Date of the transaction: November 2, 2024

• Description of the transaction: Melrose Ventures, along with its joint actors, has announced a Toehold position & takeover bid to acquire a controlling interest in Hank Payments Corp by purchasing a minimum of 8.5 million shares OR the number of shares necessary to bring their stake above 51%.

2.3 Names of any joint actors:

• Intelligent Payment Processing Inc

• Shawn Carden

• First Canadian Capital Corp

Item 3 Interest in Securities of the Reporting Issuer

3.1 Designation and number of securities acquired or disposed of:

• Direct

  • Melrose Venture Group of Joint Actors: 0 shares (prior to the takeover)

  • Intelligent Payment Processing Inc: 6,836,767 shares directly owned and controlled FOUNDERS SHARES

  • Shawn Carden: 950,000 shares directly owned and controlled FOUNDERS SHARES

  • First Canadian Capital Corp: 500,000 shares directly owned and controlled at $.10 via TSXV

  • Total Direct ownership by Melrose Ventures Group Joint Actors: 8,286,767 shares, approximately 11.33% of the 73.15MM issued & outstanding shares

• Indirect

  • Intelligent Payment Processing Inc: 29.95% of Uptempo Incs 17,420,243 shares = 5,217,362- FOUNDERS SHARES

  • Shawn Carden: 8.58% of UpTempo Incs 17,420.243 shares = 1,494,647- FOUNDERS SHARES

  • Total indirect ownership by Melrose Ventures Group Joint Actors:6,712,018 shares approximately 9.2% of the 73.15MM issued & outstanding shares

• Total Direct and Indirect Ownership

  • 20.53%

3.2 Ownership or control: The acquiror and joint actors have acquired ownership and control over the securities.

3.3 Securities lending arrangement: Not applicable.

3.4 Securities and security holding percentage before and after the transaction:

• Direct

  • Melrose Venture Group of Joint Actors: 0 shares (prior to the takeover)

  • Intelligent Payment Processing Inc: 6,836,767 shares directly owned and controlled FOUNDERS SHARES

  • Shawn Carden: 950,000 shares directly owned and controlled FOUNDERS SHARES

  • First Canadian Capital Corp: 500,000 shares directly owned and controlled at $0.10CAD purchase price via TSXV

  • Total Direct ownership by Melrose Ventures Group Joint Actors: 8,286,767 shares, approximately 11.33% of the 73.15MM issued & outstanding shares

• Indirect

  • Intelligent Payment Processing Inc: 29.95% of Uptempo Incs 17,420,243 shares = 5,217,362- FOUNDERS SHARES

  • Shawn Carden: 8.58% of UpTempo Incs 17,420.243 shares = 1,494,647- FOUNDERS SHARES

  • Total indirect ownership by Melrose Ventures Group Joint Actors:6,712,018 shares approximately 9.2% of the 73.15MM issued & outstanding shares

• Total Direct and Indirect Ownership

  • 20.53%

3.5 Ownership and control details:

• Direct

  • Melrose Venture Group of Joint Actors: 0 shares (prior to the takeover)

  • Intelligent Payment Processing Inc: 6,836,767 shares directly owned and controlled FOUNDERS SHARES

  • Shawn Carden: 950,000 shares directly owned and controlled FOUNDERS SHARES

  • First Canadian Capital Corp: 500,000 shares directly owned and controlled

  • Total Direct ownership by Melrose Ventures Group Joint Actors: 8,286,767 shares, approximately 11.33% of the 73.15MM issued & outstanding shares

• Indirect

  • Intelligent Payment Processing Inc: 29.95% of Uptempo Incs 17,420,243 shares = 5,217,362- FOUNDERS SHARES

  • Shawn Carden: 8.58% of Uptempo Incs 17,420.243 shares = 1,494,647- FOUNDERS SHARES

  • Total indirect ownership by Melrose Ventures Group Joint Actors:6,712,018 shares approximately 9.2% of the 73.15MM issued & outstanding shares

• Total Direct and Indirect Ownership

  • 20.53%

3.6 Related financial instrument: Not applicable.

3.7 Securities lending arrangement: Not applicable.

3.8 Agreement, arrangement, or understanding altering economic exposure: Not applicable.

Item 4 Consideration Paid

4.1 Value of consideration paid:

• Intelligent Payment Processing Inc: 6,836,767 Founders shares (ownership and control)

• Shawn Carden: 950,000 shares (ownership and control)

• First Canadian Capital Corp: 500,000 shares (ownership and control)

4.2 Nature and value of consideration: FOUNDERS SHARES & TSX stock exchange.

4.3 Method of acquisition or disposition: Purchase of shares through a takeover bid.

Item 5 Purpose of the Transaction

• Purpose: To acquire a controlling interest in Hank Payments Corp and to build back the business and its share value.

• Plans or future intentions:

  • Acquisition of additional securities: Yes, to bring the stake above 51%.

  • Corporate transaction: Not specified.

  • Sale or transfer of assets: Not specified.

  • Change in board of directors or management: Not specified.

  • Material change in capitalization or dividend policy: Not specified.

  • Material change in business or corporate structure: Not specified.

  • Change in charter, bylaws, or similar instruments: Not specified.

  • Delisting of securities: Not specified.

  • Issuer ceasing to be a reporting issuer: Not specified.

  • Solicitation of proxies: Not specified.

  • Other actions: Not specified.

Item 6 Agreements, Arrangements, Commitments or Understandings With Respect to Securities of the Reporting Issuer

• Material terms of agreements, arrangements, commitments, or understandings:

  • Intelligent Payment Processing Inc: 6,836,767 shares

  • Shawn Carden: 950,000 shares

  • First Canadian Capital Corp: 500,000 shares

Item 7 Change in Material Fact

• Not applicable.

Item 8 Exemption

• Not applicable.

Item 9 Certification

The acquiror must certify that the information in this report is true and complete in every respect. In the case of an agent, the certification is based on the agents best knowledge, information, and belief but the acquiror is still responsible for ensuring that the information filed by the agent is true and complete.

Certification: I, as the acquiror, certify, or I, as the agent filing this report on behalf of an acquiror, certify to the best of my knowledge, information, and belief, that the statements made in this report are true and complete in every respect.

Date: November 4, 2024

Signature:

MCT

Name/Title:
Michael C Trimarco
Principal
Melrose Ventures LLC
Intelligent Payment Processing Inc

Contact Information:

• Michael Trimarco - Principal Melrose Ventures & Intelligent Payment Processing

• Phone: 516-848-3388

SOURCE: Melrose Ventures LLC