Mr. Peter Deeb reports

HAMPTON FINANCIAL CORPORATION ANNOUNCES COMPLETION OF THIRD TRANCHE AND EXTENSION OF NON-BROKERED PRIVATE PLACEMENT OF UNSECURED CONVERTIBLE DEBENTURES

Hampton Financial Corp. has completed the third tranche of a non-brokered private placement of unsecured convertible debentures in the principal amount of $1,142,000. The closing of the third tranche is part of a larger offering of debentures in the aggregate principal amount of up to $6-million. Pursuant to the offering Hampton has completed, to date, three tranches of debentures in the aggregate principal amount of $4,663,000. Hampton is also pleased to announce that, subject to approval by the TSX Venture Exchange, it is extending the final closing date of the offering to Oct. 6, 2022.

The debentures will mature five years after the issue date and will bear interest at the rate of 9.0 per cent 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 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 debentures is convertible into subordinate voting shares of the corporation, at the option of the holder thereof, at any time prior to 4 p.m. (Toronto time) on the maturity date, at a conversion price of 60 cents 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. The proceeds from the offering 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 third tranche of the offering the corporation paid a finders' commission to registrants consisting of a cash commission of $70,000 together with 116,666 warrants, each warrant exercisable to purchase one subordinate voting share of the corporation at the price of 60 cents 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) with the TSX Venture Exchange on June 23, 2022, and announced a prior extension of the offering in its press release of Aug. 8, 2022. The TSX-V has issued conditional acceptance of the offering. The offering remains subject to receipt of final acceptance by the TSX-V.

About Hampton Financial Corp.

Hampton Financial is a unique private equity firm that seeks to build shareholder value through long-term strategic investments. Through its wholly owned subsidiary, Hampton Securities Ltd. (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 (Investment Industry Regulatory Organization of Canada) 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 recognized securities exchanges in Canada and abroad.