Mr. Peter Deeb reports

HAMPTON FINANCIAL CORPORATION ANNOUNCES THE COMPLETION OF A NON-BROKERED PRIVATE PLACEMENT OF UNSECURED CONVERTIBLE DEBENTURES

Hampton Financial Corp. has closed a non-brokered private placement of unsecured convertible debentures in the principal amount of $500,000.

The $500,000 principal amount of debentures will mature in five years and one day after the issue date, and will bear interest at the rate of 11.0 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 debenture is convertible into common shares of the company's wholly owned subsidiary, Oxygen Working Capital Corp. (OWC), held by the company at the option of the holder thereof, at any time prior to 5 p.m. Toronto time on the maturity date, at a conversion price of 50 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 may be advanced by the company to OWC in order to further grow OWC's loan book and for OWC"s working capital and general corporate purposes.

About Oxygen Working Capital Corp.

OWC, founded in 2017, is a specialized Canadian-based lender focused on the commercial factoring business with clients across Canada, and with prospects for expanded reach and continued growth across broader North America. OWC provides entrepreneurs with short-term financing solutions via immediate upfront capital by factoring their invoices and receivables, allowing businesses to meet their immediate working capital needs. Acquired in 2024, OWC is a wholly owned subsidiary of Hampton.

About Hampton Financial Corp.

Hampton is a unique private equity firm that seeks to build shareholder value through long-term strategic investments. In addition to OWC, through its investment dealer 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 CIRO (the Canadian Investment Regulatory Organization) (formally IIROC (the Investment Industry Regulatory Organization of Canada), and is 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 and acquisitions 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.