Mr. Peter Deeb reports

HAMPTON FINANCIAL CORPORATION TO ACQUIRE OXYGEN WORKING CAPITAL CORP.

Hampton Financial Corp. has entered into a non-binding letter of intent, dated as of Oct. 31, 2023, to acquire Oxygen Working Capital Corp., representing its first foray into the commercial lending sector. OCC is a specialized lender focused on the commercial factoring business with clients across Canada and prospects for continued growth. The transaction will be subject to various regulatory approvals and certain commercial conditions including remaining due diligence and the approval of Hampton's board.

In the transaction's current format Hampton will acquire from the limited partners of Terra Cotta Strategic Capital -- Income Limited Partnership all of the issued and outstanding limited partnership units of Oxygen LP (having an aggregate value of $3.46-million), along with outstanding debt of OCC in the amount of $4,767,287 in exchange for approximately 14.2 million subordinate voting shares of Hampton. The number of shares ultimately issued will be determined by a number of factors including the market price of Hampton shares at closing, and satisfactory completion of due diligence. Hampton will assume ownership of assets including loan receivables of approximately $15,657,622 and commercial liabilities of $8,798,118.

Subsequent to closing on the acquisition of the OCC business operations, Hampton will transfer all assets, liabilities and operations to a newly formed subsidiary, in exchange for 14,184,978 Newco common shares. The former limited partners of Oxygen LP, the lenders and certain others shall subscribe for 5,146,244 common shares of Newco at an issue price of one cent per share, leaving Hampton with a fully diluted 73.3-per-cent stake in the subsidiary company. OCC has been a profitable and growing business since it was established in 2015. Under the leadership of its current management, which is expected to remain in place after closing, and as part of the broader Hampton business platform, the business is expected to contribute to the growth of Hampton's consolidated revenues and earnings while benefiting from Hampton's existing capital markets capabilities.

"This is a big step for Hampton as we begin the next 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 and chief executive officer, Peter Deeb.

About Hampton Financial Corp.

Hampton is a unique private equity firm that seeks to build shareholder value through long-term strategic investments. Through its Hampton Securities Ltd. subsidiary, Hampton is actively engaged in family office, wealth management, insurance brokerage, 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 recognized securities exchanges in Canada and abroad. The company is also exploring opportunities to diversify its sources of revenue by way of strategic investments in both complementary business and non-core sectors that can leverage the expertise of its board and the diverse experience of its management team.