HFC Hampton Financial Corporation

Hampton Financial Corporation (“Hampton” or the “Company”, TSXV:HFC) advises that it has concluded its negotiations of the terms upon which it will acquire a controlling interest in Oxygen Working Capital Corp.(“OCC”) of Oakville, Ontario, representing Hampton’s first foray into the Commercial Lending sector.   Hampton anticipates closing the acquisition of OCC on April 1, 2024. OCC is a specialized lender focused on the commercial factoring business with clients across Canada, with prospects for expanded reach and continued growth. The definitive purchase agreement will be executed on closing.

Pursuant to the terms of the acquisition, which differ from those of the non-binding letter of intent described in the Company’s November 7, 2023 press release, the Company will acquire from the shareholders of OCC 100% of the outstanding common shares of OCC, having an aggregate value of $9,783,250 in exchange for 21,755,071 subordinate voting shares of the Issuer to be issued to OCC shareholders at $0.45 per share, together with approximately 5,438,779 warrants of OCC, each such warrant entitling the holder thereof to purchase one common share of OCC at the price of $0.50 per share for a period of 36 months. If all of the OCC warrants are exercised Hampton will own a fully diluted 80% equity stake in OCC. The acquisition will not result in a change of control of Hampton. The acquisition is not subject to approval by shareholders of Hampton, though it is subject to final approval by the TSX Venture Exchange.

OCC has assets including loan receivables of approximately $12,400,000 and commercial liabilities of approximately $9,000,000. OCC unaudited financial results for the 12-month period ending April 2023 are as follows:

• Total Assets of $10,068,000
• Total Liabilities of $17,060,000
• Revenue of $2,418,000
• Net Loss of $3,953,000

The commercial factoring business of OCC has grown since it was established in 2015. Under the leadership of its experienced and current management team, and as part of the broader Hampton business platform, OWC is expected to contribute to the growth of Hampton’s consolidated revenues and earnings while benefiting from Hampton’s existing capital markets capabilities to further grow its lending capacity while being able to service a broader range of commercial lending clients.

“This acquisition will serve as a significant step for Hampton Financial as we begin the first phase of the company’s development into a broader financial services group. We expect this transaction to be accretive to fully diluted earnings in the coming year,” said Hampton Executive Chairman & CEO, Peter Deeb.

About Hampton Financial Corporation

Hampton is a unique private equity firm that seeks to build shareholder value through long-term strategic investments.

Through 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 CIRO and registered in Alberta, British Columbia, Manitoba, Saskatchewan, Nova Scotia, Northwest Territories, Ontario, and Quebec. In addition, the Company, through HSL, provides investment banking services, which include assisting companies with raising capital, advising on mergers and acquisitions, and aiding issuers in obtaining a listing on recognized securities exchanges in Canada and abroad and HSL’s Corporate Finance Group provides early stage, growing companies the capital, they need to create value for investors. HSL continues to develop its Wealth Management, Advisory Team and Principal-Agent programs which offers to the industry’s most experienced wealth managers a unique and flexible operating platform that provides additional freedom, financial support, and tax effectiveness as they build and manage their professional practice.

The Company is also exploring opportunities to diversify its sources of revenue by way of strategic investments in both complimentary business and non-core sectors that can leverage the expertise of its Board and the diverse experience of its management team.

For more information, please contact:

Olga JuravlevChief Financial OfficerHampton Financial Corporation(416) 862-8701

Or

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 Company. 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 “should”, “hopeful”, “recovery”, "anticipate", "achieve", "could", "believe", "plan", "intend", "objective", "continuous", "ongoing", "estimate", "outlook", "expect", "may", "will", "project" 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 Company’s ability to predict or control which may cause actual events, results, performance, or achievements of the Company 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 Company 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 Company 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, except as required by applicable laws.