Uptempo Inc. Announces Acquisition of Shares in Hank Payments Corp. (Formerly, Nobelium Tech Corp.)

Toronto, Ontario--(Newsfile Corp. - October 13, 2021) - Uptempo Inc. ("Uptempo" or the "Company") advises that it has filed an Early Warning Report in connection with its acquisition of common shares ("Common Shares") in the capital of Hank Payments Corp. (TSXV: HANK) (formerly, Nobelium Tech Corp.) (the "Resulting Issuer"). On October 13, 2021, Uptempo acquired beneficial ownership and control of 24,886,059 Common Shares of the Resulting Issuer pursuant to an amended and restated acquisition agreement dated August 11, 2021 (the "Acquisition Agreement') among the Resulting Issuer, Hank Payments Corp. ("Hank"), Hank Payments Canada Finco, Corp. ("Finco"), a wholly-owned subsidiary of Hank, Nobelium Acquisition Corp. ("US Subco") and 13175898 Canada Inc. ("Canadian Subco"), both wholly-owned subsidiaries of the Resulting Issuer in respect of the qualifying transaction of the Issuer (the "Transaction"). In accordance with the terms of the Acquisition Agreement, the Transaction was completed by way of a "three-cornered" amalgamation and a reverse triangular merger, pursuant to which: (i) Finco and Canadian Subco amalgamated and the resulting entity became a wholly-owned subsidiary of the Resulting Issuer; and (ii) Hank and US Subco merged and the resulting entity became a wholly-owned subsidiary of the Resulting Issuer. The Transaction was completed on October 13, 2021. Uptempo did not previously hold any securities of the Resulting Issuer, however, it did own 100% of the outstanding shares of its subsidiary Hank, that was merged with US Subco as part of the Transaction. The 24,886,059 Common Shares now held by Uptempo represent approximately 35.5% of the Resulting Issuer's issued and outstanding Common Shares.

This news release is being issued as required by National Instrument 62-104 - Take-Over Bids and Issuer Bids and relates to Uptempo, whose head office is located at 217-125 The Queensway, Toronto, Ontario M8Y 1H6. A copy of the Early Warning Report can be obtained at www.sedar.com under the Issuer's SEDAR profile.

Jason Ewart, Director

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/99579