Hampton Financial Corporation Announces The Completion of A Non-Brokered Private Placement of Debentures

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NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

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TORONTO, May 23, 2025 (GLOBE NEWSWIRE) — Hampton Financial Corporation (“Hampton” or the “Company”, TSXV:HFC) is pleased to announce the closing of a non-brokered private placement of debentures (the “Debentures”) in the principal amount of $3,000,000.

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The Debentures will mature five (5) years and one day after the issue date (the “Maturity Date”) and will bear interest at the rate of 11% 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 (the “Initial Interest Payment 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.

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Proceeds of the offering will be used, in part, to retire the principal amount of a maturing convertible debenture, and the balance for working capital and general corporate purposes.

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In connection with the closing of the offering, the Company paid a finder’s fee of 5% cash on the gross proceeds of the offering.

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About Hampton Financial Corporation

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

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Through its wholly-owned subsidiary, Hampton Securities Limited (“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 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 continues to develop its Wealth Management, Advisory Team and Principal-Agent programs which offers 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.

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Through its wholly-owned subsidiary, Oxygen Working Capital (“OWC”) the company offers factoring and other commercial financing services to clients across Canada.

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For more information, please contact:

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Olga Juravlev
Chief Financial Officer
Hampton Financial Corporation
(416) 862-8701

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Or

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Peter M. Deeb
Executive Chairman & CEO
Hampton Financial Corporation
(416) 862-8651

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The TSXV has in no way approved nor disapproved the contents of this press release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.

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No securities regulatory authority has either approved or disapproved of the contents of this press release. This press release does not constitute or form a part of any offer or solicitation to buy or sell any securities in the United States or any other jurisdiction outside of Canada. The securities being offered have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States and may not be offered or sold within the United States or to a U.S. person absent registration or pursuant to an available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. There will be no public offering of securities in the United States.