In This Article:
Founders of the business to return to rebuild the company and recreate value
NAPLES, FL / ACCESSWIRE / November 6, 2024 / Melrose Ventures
Take-Over Bid Circular
Form 62-104F1
Item 1. Name and description of offeror
-
Name of offeror: Melrose Ventures
-
Description: Melrose Ventures is a Florida LLC involved in investment and acquisition activities.
Item 2. Name of offeree issuer
-
Name of offeree issuer: Hank Payments Corp. Hank.v HNKPF- OTC
Item 3. Securities subject to the bid
-
Class and number of securities: Common shares
-
Number of securities: 8.5 million shares or the number of shares necessary to bring Melrose Ventures' stake above 51%.
Item 4. Time period
-
Commencement date: November 2, 2024
-
Expiration date: 12/31/2024
Item 5. Consideration
-
Consideration offered: CAD $0.09 per share in cash
Item 6. Ownership of securities of offeree issuer
-
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%
-
Item 7. Trading in securities of offeree issuer
-
No securities were purchased or sold by the persons referred to in item 6 during the 6-month period preceding the date of the take-over bid.
Item 8. Commitments to acquire securities of offeree issuer
-
No additional agreements, commitments, or understandings to acquire securities of the offeree issuer beyond the current tender offer.
Item 9. Terms and conditions of the bid
-
Terms: The offer is subject to due diligence regarding the number of shares required for control and the management's public statements about the business's revenue and nearing cash flow positivity from operations.
Item 10. Payment for deposited securities
-
Method and time of payment: Payment will be made in cash upon acceptance and closing of the offer.
Item 11. Right to withdraw deposited securities
-
Withdrawal rights: Security holders may withdraw their deposited securities by sending a written notice to the designated depository, effective upon receipt by the depository.