Berliner Abendpost - The Melrose Group Demands Hank Payments Management Facilitate Requisitioned Shareholder Meetings

The Melrose Group publicly calls on the OSC, SEC, and TSX to require Hank Payments to comply with CBCA law and facilitate Melrose Group's holding of shareholder meetings to review and approve purported corporate actions and democratically elect a competent board. The requisitions for these shareholder meetings were submitted well before any corporate actions purportedly closed.

Melrose requisitions for these shareholder meetings were made well before any of managements corporate actions purportedly closed. Hank Payments' and UpTempo Inc.'s management, both led by Michael Hilmer and Jason Ewart, have consistently ignored and thwarted shareholder control over the years. The Melrose Group urges newly appointed board members Jason Sawyer and Peter McRae, along with the target acquisition FUTR Inc., to publicly support these shareholder meetings and avoid complicity in Hank Payments' management actions.

Recently, the Ticktin Law Group submitted two shareholder meeting requisitions for Hank Payments and UpTempo Inc. Hank Payments' management has acknowledged that UpTempo Inc. is the largest shareholder of Hank Payments. However, UpTempo Inc. has not held a valid shareholder meeting in years. Both requisitions have been ignored by Michael Hilmer and Jason Ewart, who manage both companies.

Under Canadian corporate law, shareholders owning over 5% of a company can requisition shareholder meetings. The Melrose Group did just this on October 21, 2024. See attachment A and B for meeting requisitions by the Ticktin Law Group and Fogler Rubinoff.

In an effort to push through a value destructive and 80% dilutive acquisition of an undefined "target acquisition," two new board members were apparently appointed rather than elected, to facilitate this process before the deadline for the annual shareholder meeting, which must occur by the end of March 2025.

The reasons behind the resignation of former board members in June 2024 and their potential involvement in the "target acquisition" will be thoroughly investigated through the shareholder meeting process and other ongoing investigations.

The Melrose Group reiterates that shareholders should be allowed to vote on the direction of their company, especially in light of management's actions, which have diminished the business's value since they were hired by the founders in 2018.

For any questions, please contact Michael Trimarco, Principal of Melrose Ventures & Intelligent Payment Processing, at 516-848-3388.

SOURCE: Melrose Ventures LLC

Q.Weiss--BlnAP