Mr. Peter Deeb reports

HAMPTON FINANCIAL CORPORATION - CLOSING OF PRIVATE PLACEMENT OF DEBENTURES

Hampton Financial Corp. has closed the non-brokered private placement of debentures previously announced in the company's news release of Feb. 23, 2024. Hampton Financial has issued debentures in the principal amount of $1-million, having a term of five years, bearing interest at the rate of 12 per cent per annum and convertible at any time at the option of the holder into subordinate voting shares in the capital of the company at the price of 60 cents per share. If the entire principal amount of the debentures is converted, the company will issue 1,666,667 subordinate voting shares. The company will have the option to prepay the principal amount of the debentures together with accrued interest at any time after six months following the date of issuance of the debentures. The proceeds from the private placement will be used for working capital and general corporate purposes.

About Hampton Financial Corp.

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

Through HSL, Hampton Financial is actively engaged in family office, wealth management, institutional service and capital market activities. HSL is a full-service investment dealer, regulated by the Canadian Investment Regulatory Organization 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's treasury group works to maximize returns from its balance sheet and strengthen its competitive position as one of Canada's leading independent financial institutions. HSL continues to develop its wealth management, advisory team and principal agent programs, which offer 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 complementary business and non-core sectors that can leverage the expertise of its board and the diverse experience of its management team.

We seek Safe Harbor.