Hampton Financial Corporation announces completion of non-brokered private placement of senior unsecured convertible notes

NOT FOR DISTRIBUTION TO NEWSWIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES

TORONTO, Sept. 27, 2024 (GLOBE NEWSWIRE) — Hampton Finance Corporation (“Hampton” or “Business”, TSXV:HFC) is pleased to announce the closing of a non-brokered private placement of unsecured convertible notes (“Bonds”) in the principal amount of $500,000.

The principal amount of the $500,000 Notes will mature five (5) years and one day after the date of issuance (“Maturity date”) and will bear interest at the rate of 11.0% per annum, payable quarterly in arrears on the last day of March, June, September and December of 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 (“Date of initial interest payment”) and will consist of interest accrued from the end date up to and including the Initial Interest Payment Date. Interest will be payable in cash only and will cease to accrue on the Maturity Date.

All or any portion of the principal amount of the Notes is convertible into common stock of the Company’s wholly owned subsidiary, Oxygen Working Capital Corp. (“O.W.C“), held by the Company at the option of the holder thereof, at any time before 5:00 p.m. (Toronto time) on the Expiration Date, at a conversion price of C$0.50 per share. Upon conversion of the Notes, holders of the Notes will receive cash for any interest accrued from the last interest payment date to the date of conversion.

Proceeds from the Offering may be contributed by the Company to OWC to further expand OWC’s loan portfolio and for OWC’s working capital and general corporate purposes.

About Oxygen Working Capital Corp.

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

About Hampton Financial Corporation

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 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 (formally IIROC) and registered in Alberta, British Columbia, Manitoba, Saskatchewan, Nova Scotia, Northwest Territories, Ontario and Quebec. Additionally, the Company provides investment banking services that include assisting companies in raising capital, advising on mergers and acquisitions, and assisting issuers in obtaining a listing on recognized stock exchanges in Canada and abroad. The company is also exploring opportunities to diversify revenue sources through strategic investments and acquisitions, both in complementary and non-core sectors, which can leverage the knowledge of the Management Board and the diverse experience of the management staff.

For more information, please contact:

Olga Juralew
Financial Director
Hampton Finance Corporation
(416) 862-8701

Peter M. Deeb
Executive Chairman and Chief Executive Officer
Hampton Finance Corporation
(416) 862-8651

The TSXV has not in any way endorsed or disapproved of the contents of this press release. Or the TSXV or its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy and accuracy of this press release.

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

Forward-Looking Statements

This press release contains certain forward-looking statements and information (collectively “forward-looking statements“) within the meaning of applicable Canadian securities laws, which may include, among other things, information and statements relating to, or may be inferred from, the Company’s future business, operations, financial results, prospects and other plans, intentions, expectations, estimates and beliefs. All statements other than statements of current or historical fact are forward-looking statements. They are often, but not always, identified with words such as “should”, “hope”, “recovery”. “anticipate”, “achieve”, “could”, “consider”, “plan”, “intend”, “goal”, “continuous”, “in progress”, “estimate”, “outlook”, “expect”, ” may”, “will”, “project” or similar words, including their negatives, suggesting future results.

Forward-looking statements involve and are subject to assumptions and known and unknown risks, uncertainties and other factors that the Company cannot predict or control that may cause the Company’s actual events, results, performance or achievements to be materially different from those future events, results, performance and achievements expressed or implied by the forward-looking statements contained herein. Forward-looking statements are not guarantees of future performance. Although the Company believes that any forward-looking statements contained herein are reasonable, in light of the assumptions made 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 differ materially from those expressed or implied by the forward-looking statements contained herein. Accordingly, readers are advised to rely on their own assessment of the risks and uncertainties inherent in the forward-looking statements contained herein and should not place undue reliance on such forward-looking statements. All forward-looking statements contained herein are qualified by this cautionary statement. All forward-looking statements contained herein are made only as of the date they are made and, except as required by applicable law, the Company undertakes no obligation and disclaims any intention to update or revise any forward-looking statements contained herein or to update the reasons for which actual events or results may or may differ from those anticipated in any forward-looking statements contained herein, whether as a result of new information, future events or results or otherwise, except as required by applicable law.