Mr. Peter Deeb reports

HAMPTON FINANCIAL CORPORATION TO ACQUIRE OXYGEN WORKING CAPITAL CORP.

Hampton Financial Corp. has concluded its negotiations of the terms upon which it will acquire a controlling interest in Oxygen Working Capital Corp. (OCC) of Oakville, Ont., 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 Nov. 7, 2023, press release, the company will acquire from the shareholders of OCC 100 per cent 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 45 cents 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 50 cents per share for a period of 36 months. If all of the OCC warrants are exercised Hampton will own a fully diluted 80-per-cent 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 $12.4-million and commercial liabilities of approximately $9-million. OCC unaudited financial results for the 12-month period ending April, 2023, are as follows:

• Total assets of $10,068,000;
• Total liabilities of $17.06-million;
• 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 and chief executive officer Peter Deeb.

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.