HFC Hampton Financial Corporation

Second Quarter fiscal highlights:

Second Quarter ended February 29th, 2024.

• Q2 Revenues of $1,864,000; a decrease of 25% year-over-year
• Q2 Net Losses of $(751,000) or $(0.02) per share; an improvement of 17% year-over-year
• Q2 EBITDA of $(441,000) vs $(437,000) in the comparative quarter last year

Summary of Corporate Developments:

The Company’s 2ND quarter results reflect the challenging environment across the Financial Services industry amidst rising interest rates and global uncertainty which continues to delay many financings and broader financial decisions on the part of issuers. While 2024 is showing some signs of improvement, the year ahead for Hampton’s core business remains unclear.

“The second quarter results continue to demonstrate the industry-wide slowdown that has extended in to the first half of Calendar 2024. Capital Markets activities have started to improve as interest rates have stabilized, so we are hopeful for a stronger second half of the year. We remain optimistic for the balance of the fiscal year. On a positive note, we were pleased to announce that subsequent to the end of our 2nd quarter we have completed the acquisition of Oxygen Working Capital Corp. The integration of this new commercial lending unit into the broader Hampton group is complete and we look forward to a positive contribution to financial results moving forward. We also see this as an excellent opportunity to enhance our Capital Markets offerings with an additional funding offering for early and mid-stage companies,” said Hampton Executive Chairman & CEO Peter Deeb.

Copies of Hampton’s unaudited interim financial statements and its Management’s Discussion & Analysis for the six months ended February 29, 2024, can be accessed on SEDAR+ at www.sedar.com.

About Hampton Financial Corporation

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

Through 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.

The Company, through its commercial lending and leasing subsidiary Oxygen Working Capital Corp. which was acquired by the Company after the end of the second quarter, offers working capital and other financing solutions to small and medium sized early and mid-stage companies across Canada.

The Company is also exploring opportunities to diversify its sources of revenue by way of strategic investments in both complimentary business and non-core sectors that can leverage the expertise of its Board and the diverse experience of its management team.

For more information, please contact:

Olga JuravlevChief Financial OfficerHampton Financial Corporation(416) 862-8701

Or

Peter M. DeebExecutive Chairman & CEOHampton Financial Corporation(416) 862-8651

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.

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.

Forward-Looking Statements

This press release contains certain forward-looking statements and forward-looking information (collectively referred to herein as "forward-looking statements") within the meaning of applicable Canadian securities laws, which may include, but are not limited to, information and statements regarding or inferring the future business, operations, financial performance, prospects, and other plans, intentions, expectations, estimates, and beliefs of the Company. All statements other than statements of present or historical fact are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “should”, “hopeful”, “recovery”, "anticipate", "achieve", "could", "believe", "plan", "intend", "objective", "continuous", "ongoing", "estimate", "outlook", "expect", "may", "will", "project" or similar words, including negatives thereof, suggesting future outcomes.

Forward-looking statements involve and are subject to assumptions and known and unknown risks, uncertainties, and other factors beyond the Company’s ability to predict or control which may cause actual events, results, performance, or achievements of the Company to be materially different from future events, results, performance, and achievements expressed or implied by forward-looking statements herein. Forward-looking statements are not a guarantee of future performance. Although the Company believes that any forward-looking statements herein are reasonable, in light of the use of assumptions and the significant risks and uncertainties inherent in such statements, there can be no assurance that any such forward-looking statements will prove to be accurate. Actual results may vary, and vary materially, from those expressed or implied by the forward-looking statements herein. Accordingly, readers are advised to rely on their own evaluation of the risks and uncertainties inherent in forward-looking statements herein and should not place undue reliance upon such forward-looking statements. All forward-looking statements herein are qualified by this cautionary statement. Any forward-looking statements herein are made only as of the date hereof, and except as required by applicable laws, the Company assumes no obligation and disclaims any intention to update or revise any forward-looking statements herein or to update the reasons that actual events or results could or do differ from those projected in any forward-looking statements herein, whether as a result of new information, future events or results, or otherwise, except as required by applicable laws.

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