Payfare, Inc. entered into a letter of intent to acquire Hope Well Capital Corp. (TSXV:HOPE.P) in a reverse merger transaction on November 17, 2017. As of July 27, 2018, Payfare, Inc. entered into an amalgamation agreement to acquire Hope Well Capital Corp. in a reverse merger transaction. Pursuant to the terms of the letter of intent, Hope Well agrees to consolidate, prior to completion of its proposed transaction, its shares, broker warrants, and options on a 1.580113:1 basis (Consolidation). Under the terms of the transaction, Hope Well will issue its post-consolidation shares based on an exchange ratio of one Payfare share for one post-consolidation share. The exchange ratio may be adjusted if Payfare issues more shares prior to the completion of the transaction. The outstanding convertible securities of Payfare will be exchanged pursuant to the amalgamation for comparable securities of Hope Well. As of January 31, 2019, the agreement was amended as per which the consolidation ratio for Hope Well shares will be reduced from 1.43 to 1.39 so that Hope Well will have 5.52 million (instead of 5.37 million) post-consolidation shares outstanding on closing. Payfare will also use best efforts to complete a non-brokered private placement financing of a minimum of CAD 1 million and a maximum of CAD 9 million issuing additional Payfare shares (Payfare financing). On closing the transaction (assuming minimum offering of the Payfare financing), current shareholders of Hope Well will own 4.65% of the post consolidation shares outstanding while the current shareholders of the Payfare will own 93.24%. Based on the amended agreement, on closing the transaction (assuming maximum offering of the Payfare Financing) current shareholders of Hope Well will own 3.97% of the post consolidation shares outstanding, current shareholders of the Payfare will own 79.76%. As of March 4, 2019, Hope Well and Payfare also entered into a second amended and restated amalgamation agreement (the "Amalgamation Agreement") further amending the amended and restated amalgamation agreement dated September 27, 2018 with respect to the Transaction by providing for the additional financings Payfare proposes to undertake in satisfaction of the exchange's conditions. In connection with the transaction, Payfare completed, on July 27, 2018, a private placement of 7.9 million subscription receipts for gross proceeds of approximately CAD 5.1 million through a combination of a brokered offering led by Mackie Research Capital Corporation and a non-brokered offering. Following the completion of the transaction assuming there is no further issuance of subscription receipts, the Payfare shareholders will own approximately 90.6% of the issued and outstanding resulting issuer shares, existing Hope Well shareholders will own approximately 3.61% of the issued and outstanding resulting issuer shares and purchasers of subscription receipts will own approximately 5.79% of the issued and outstanding resulting issuer shares, on a non-diluted basis.

In conjunction with the transaction, Payfare and Hope Well entered into an engagement letter on April 9, 2018 to conduct a brokered private placement led by Mackie Research Capital Corporation to raise gross proceeds of a minimum of CAD 5 million and a maximum of CAD 12 million through the issuance of subscription receipts of Payfare. Post-completion, Hope Well will conduct the business of Payfare. The combined entity will change its name to "Payfare Corp." or such other similar name approved by the directors of Hope Well and Payfare and acceptable to the applicable regulatory authorities. At closing of the transaction, all of the existing directors and officers of Hope Well except Bill Hong Ye will resign and it is anticipated that the Board of Directors of the merged entity will be increased in size to 5 directors and will be comprised of Bill Hong Ye as nominee of Hope Well and 4 nominees of Payfare, of which at least 2 directors will be independent of management. Chris Seip will operate as Director and Chairman, Paul Haber will operate as Director, Keith McKenzie will operate as Co-Founder and Director, Bill Hong Ye will operate as Director, Brian Miller will operate as Chief Operating Officer and Chief Information Officer and Fareed Sheik will operate as Chief Financial Officer of the combined entity. As per the announcement made on November 21, 2018, Payfare has appointed Chris Seip as Chief Executive Officer. Chris Seip will also take the role of Chief Executive Officer of the resulting issuer on closing of the transaction, in addition to serving as a Director and Chairman of the resulting issuer and Paul Haber is expected to serve as the Independent Lead Director. Payfare is also pleased to announce the addition of Charles Park as the Chief Financial Officer of Payfare and the Chief Financial Officer of the resulting issuer on completion of the transaction. On closing of the transaction, Payfare will appoint a Chief Executive Officer and a Corporate Secretary acceptable to the TSXV and Hope Well.

Completion of the transaction will be subject to satisfaction of waiver of terms and conditions, customary or otherwise, including but not limited to completion of the consolidation of Hope Well securities, satisfactory completion of due diligence, consummation of private placement of minimum of CAD 5 million, satisfaction of the minimum listing requirements of the Exchange, execution of a definitive agreement and all required approvals and consents, including the approval of the TSX Venture Exchange. Shareholders' approval of Hope Well for the name change is a condition precedent for completion of the transaction. The transaction is also subject to approval of the majority of the minority shareholders of Payfare, all necessary consents of lenders and other third parties and each of the parties required by the TSXV having entered into an escrow agreement upon the terms and conditions imposed pursuant to the policies of the TSXV, immediately prior to the closing of the transaction. Hope Well will not be required to obtain shareholder approval for the transaction. As of June 28, 2018, the shareholders of Hope Well approved the share consolidation and name change. As of October 29, 2018, shareholders of Payfare approved the transaction. On March 6, 2019, the exchange conditionally approved the listing of the resulting issuer on closing of the reverse takeover transaction between Hope Well and Payfare. As of March 15, 2019, Payfare received nonbinding letter of intent from an unidentified party to purportedly acquire all outstanding securities of Payfare for a cash and stock transaction. As of March 20, 2019, Payfare's Board of Directors decided that the alternative offer was a superior merger proposal and Payfare was requested to match the terms of the alternative offer. As of March 22, 2019, conditional approval has been received from the TSX Venture Exchange for the transaction. TSX Venture Exchange's conditional approval for the transaction contains a number of conditions which are required to be met by May 6, 2019. Subject to receipt of all requisite approvals, including from the TSXV, the transaction is anticipated to close within 120 days after closing of the financing. As of January 31, 2019, the date on which the conditions to the amalgamation agreement must be fulfilled was extended to March 31, 2019. TSX Trust acted as transfer agent and registrar to Hope Well. Kosta Kostic of McMillan LLP acted as legal advisor to Payfare. Judith Hong Wilkin of JHW Business Law acted as legal advisor to Hope Well Capital.

Payfare, Inc. cancelled the acquisition of Hope Well Capital Corp. (TSXV:HOPE.P) in a reverse merger transaction on March 27, 2019.