HFC.PR.A Hampton Financial Corporation

Hampton Financial Corporation (“Hampton” or the “Corporation”) (TSXV: HFC) (TSXV: HFC.PR.A) is pleased to announce the closing of the first tranche of a non-brokered private placement of unsecured convertible debentures (the “Debentures”) in the principal amount of $2,636,000. The closing of the first tranche is part of a larger additional offering of Debentures in the aggregate principal amount of up to CAD$5,500,000 (the “Offering”). Hampton had announced on October 11, 2022 completion of a prior offering of similar debentures in the aggregate principal amount of $4,663,000.

The Debentures will mature five (5) years after the issue date (the “Maturity Date”) and will bear interest at the rate of 9.0% per annum, payable quarterly in arrears on the last day of March, June, September and December in each year until the Maturity Date. The first interest payment will be made at the end of the first calendar quarter following the closing date (the “Initial Interest Payment Date”) and will consist of interest accrued from and including the closing date to the Initial Interest Payment Date. Interest will be payable in cash only and will cease to accrue on the Maturity Date.

The whole, or any part, of the principal amount of the Debenture is convertible into subordinate voting shares of the Corporation, at the option of the holder thereof, at any time prior to 4:00 p.m. (Toronto time) on the Maturity Date, at a conversion price of CAD$0.60 per share. Upon conversion of the Debentures the holders of Debentures will receive cash payment of any interest which accrues from the most recent interest payment date to the date of conversion.

$2,000,000 of the proceeds will be used to retire the company’s outstanding $2 million, 12% unsecured notes which mature in November 2022. The balance of the funds raised will be used for working capital and general corporate purposes.

The Debentures and any subordinate voting shares issued upon the conversion thereof are subject to a hold period expiring on the date that is four months and one day following the date of issuance of the Debentures, in accordance with applicable securities legislation.

In connection with the closing of the first tranche of the Offering the Corporation paid a finders commission to a registrant consisting of a cash commission of $131,800 together with 219,667 warrants, each warrant exercisable to purchase one subordinate voting share of the Corporation at the price of $0.60 per share on or before the day that is three years from the date of issue of the warrants. The warrants and any subordinate voting shares issued upon the conversion thereof are subject to a hold period expiring on the date that is four months and one day following the date of issuance of the warrants, in accordance with applicable securities legislation.

The Corporation had filed a Price Reservation Form (Form 4A) dated October 18, 2022 with the TSX Venture Exchange (“TSXV”). The TSXV has issued conditional acceptance of the Offering. The Offering remains subject to receipt of final acceptance by the TSXV.

About Hampton Financial Corporation

Hampton Financial Corporation is a unique private equity firm that seeks to build shareholder value through long-term strategic investments. Through its wholly-owned subsidiary, Hampton Securities Limited (“HSL”), Hampton is actively engaged in family office, wealth management, institutional services and capital markets activities. HSL is a full service investment dealer, regulated by IIROC and registered in Alberta, British Columbia, Manitoba, Saskatchewan, Nova Scotia, Northwest Territories, Ontario and Quebec. In addition, the company provides investment banking services, which include assisting companies with raising capital, advising on mergers and acquisitions, and aiding issuers in obtaining a listing on a recognized securities exchange in Canada.

For more information, please contact:

Peter M. DeebExecutive Chairman & CEOHampton Financial Corporation(416) 862-8651

The TSXV has in no way approved nor disapproved the contents of this press release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.

No securities regulatory authority has either approved or disapproved of the contents of this press release. This press release does not constitute or form a part of any offer or solicitation to buy or sell any securities in the United States or any other jurisdiction outside of Canada. The securities being offered have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any state of the United States and may not be offered or sold within the United States or to a U.S. person absent registration or pursuant to an available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. There will be no public offering of securities in the United States.

Forward-Looking Statements

This press release contains certain forward-looking statements and forward-looking information (collectively referred to herein as “forward-looking statements”) within the meaning of applicable Canadian securities laws, which may include, but are not limited to, information and statements regarding or inferring the future business, operations, financial performance, prospects, and other plans, intentions, expectations, estimates, and beliefs of the Corporation. All statements other than statements of present or historical fact are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "anticipate", "achieve", "could", "believe", "plan", "intend", "objective", "continuous", "ongoing", "estimate", "outlook", "expect", "may", "will", "project", "should" or similar words, including negatives thereof, suggesting future outcomes.

Forward-looking statements involve and are subject to assumptions and known and unknown risks, uncertainties, and other factors beyond the Corporation’s ability to predict or control which may cause actual events, results, performance, or achievements of the Corporation to be materially different from future events, results, performance, and achievements expressed or implied by forward-looking statements herein. Forward-looking statements are not a guarantee of future performance. Although the Corporation believes that any forward-looking statements herein are reasonable, in light of the use of assumptions and the significant risks and uncertainties inherent in such statements, there can be no assurance that any such forward-looking statements will prove to be accurate. Actual results may vary, and vary materially, from those expressed or implied by the forward-looking statements herein. Accordingly readers are advised to rely on their own evaluation of the risks and uncertainties inherent in forward-looking statements herein and should not place undue reliance upon such forward-looking statements. All forward-looking statements herein are qualified by this cautionary statement. Any forward-looking statements herein are made only as of the date hereof, and except as required by applicable laws, the Corporation assumes no obligation and disclaims any intention to update or revise any forward-looking statements herein or to update the reasons that actual events or results could or do differ from those projected in any forward-looking statements herein, whether as a result of new information, future events or results, or otherwise.