Mr. Sheldon Kales reports

HOPE WELL RECEIVES TERMINATION NOTICE FROM PAYFARE

Further to Hope Well Capital Corp.'s press releases of March 22, 2019, it received a notice of termination from Payfare Inc. on March 27, 2019, terminating the proposed qualifying transaction between Hope Well and Payfare.

Payfare claimed that Payfare had determined the proposed offer from an unidentified party to acquire Payfare set out in a non-binding letter of intent sent by Payfare to Hope Well on March 15, 2019, constituted a super merger proposal under the second amended and restated amalgamation agreement for the transaction dated as of March 4, 2019. Payfare also claimed it had given a valid notice to Hope Well on March 20, 2019, to match the terms of the alternative offer. Payfare claimed that it terminated the transaction because Hope Well had not matched the terms of the alternative offer.

Hope Well disputes Payfare's claims and believes that Payfare's termination of the transaction constitutes a breach of the amalgamation agreement by Payfare. Hope Well is evaluating available legal remedies with respect to Payfare's non-compliance with the amalgamation agreement.

We seek Safe Harbor.