(TheNewswire)

TORONTO, ON – TheNewswire - December 21, 2020 - Nobelium Tech Corp. (the “Company”) (TSXV:NBL.P) is pleased to announce that, further to its press release dated October 8, 2020, it has entered into a definitive agreement (the “Definitive Agreement”) effective December 18, 2020, to complete a reverse takeover transaction (the “Transaction”) pursuant to which the Company will complete a three-cornered amalgamation with The Card Collaborative International Corp. DBA Hank Payments (“Hank”). The Transaction will pursuant to the policies of the TSX Venture Exchange (the “Exchange”) constitute the Company’s “Qualifying Transaction”, as such term is defined in defined by Policy 2.4 – Capital Pool Companies.  The corporation resulting from the Transaction (the “Resulting Issuer”) is expected to continue under the name “Hank Payments Corp.”. The Transaction is not a “Non-Arm's Length Qualifying Transaction” within the meaning of Policy 2.4 of the TSXV.  

The Resulting Issuer will issue to the holders of Hank shares approximately 62,701,909 common shares of the Resulting Issuer ("Resulting Issuer Shares") (on a post-consolidation basis) as consideration for the Transaction, and the Hank shares shall thereafter be cancelled.  Nobelium will complete a 4 to 1 consolidation of its shares, leaving approximately 2,121,875 Resulting Issuer Shares (on a post-consolidation basis).

In connection with the Transaction, Hank intends to close a brokered private placement offering of subscription receipts (the "Subscription Receipts") for gross proceeds of a minimum of $7,000,000 and a maximum of $10,000,000, excluding overallotments of 13%, if available.  Upon the satisfaction of certain escrow release conditions on or before an escrow release deadline, and without any further action payment of additional consideration, each Subscription Receipt will be convertible into one (1) common share and one (1) warrant of the Resulting Issuer, with each warrant exercisable for a period of two (2) years from the date of closing of the private placement offering.    

ABOUT HANK

Hank is a Fintech SAAS platform used by Americans to automatically manage their cash flow and align debits with credits, thus increasing the propensity of consumers to pay their liabilities on-time. Hank works on a store and forward cash management strategy whereby cash is debited from consumer accounts according to the Hank algorithm; cash is then, stored on Hank’s partner bank balance sheets until cash accumulates to the specified algorithm levels; then Hank releases payments to consumer’s payees on time. Hank consolidates debits to two or four debits per month for all payments, regardless of how many payments are made on behalf of the consumer. Hank does not lend money to the consumer, but rather curates their cash flow automatically to take the thinking and worry away from the consumer on their path to financial wellness. All Hank users save money as the algorithms determine how much extra cash can be removed and remitted to various loans to save on interest, without impacting cash flow. Credit quality can improve, as delinquencies for loans being paid through Hank are approximately half of the market delinquency rate in most loan categories. Over 40,000 consumers use Hank today to manage over $1.5 B USD in outstanding loan balances, with over $22 MM USD per month in payments being made through Hank. Hank charges monthly fee’s to consumers who subscribe to the program, which vary depending on how many payments are being processed on behalf of consumers, delivering long term recurring high margin revenue to the platform. Hank is focused on acquiring recurring consumer fee income through direct marketing, channel and white label SAAS platform arrangements.  

ADDITIONAL TERMS

A comprehensive news release with further particulars relating to the Transaction, financial particulars, descriptions of the proposed management and directors of the resulting issuer, updated terms of any concurrent private placement financing and sponsorship, if applicable will follow in accordance with the policies of the Exchange.

Completion of the Transaction is subject to a number of conditions including, but not limited to, Exchange acceptance and, if applicable pursuant to Exchange requirements, shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular, filing statement or prospectus in lieu thereof to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon..

This press release is not an offer of securities for sale in the United States. The securities described in this press release have not been registered under the U.S. 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 (as defined in Regulation S under the U.S. Securities Act of 1933, as amended) absent registration or an exemption from registration. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction where such offer, solicitation, or sale would be unlawful.

Neither 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.

All information contained in this press release with respect to the Company and Hank was supplied, for inclusion herein, by the respective parties and each party and its directors and officers have relied on the other party for any information concerning the other party.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.

This news release includes certain “forward-looking statements” under applicable Canadian securities legislation. Forward looking statements include, but are not limited to, statements with respect to: the terms and conditions, timing, status and/or completion of the proposed Transaction; use of funds; and the business and operations of the Company and Hank before and/or after completion of the proposed Transaction.

Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals; the results of operations; potential for conflicts of interests; as well as volatility of the Company’s common share price and volume. There can be no assurance that such statements will prove to be accurate or complete, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company and Hank each disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

About Nobelium Tech Corp.

The Company is a Capital Pool Company (“CPC”). It has not commenced commercial operations and has no assets other than a minimum amount of cash. Except as specifically contemplated in the CPC Policy, as defined in the final prospectus, until Completion of the Qualifying Transaction, the Company will not carry on any business other than the identification and evaluation of assets or businesses with a view to completing a proposed Qualifying Transaction.

For More Information

For more information please contact:
Glenn Jessome, Director of Nobelium

Tel: 902-492-0298

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