Hampton Financial Corporation announced a non-brokered private placement of unsecured convertible debentures of up to CAD 5,500,000 on November 7, 2022. The debentures will mature five 5 years after the issue date and will bear interest at the rate of 9.0% 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. The whole, or any part, of the principal amount of the Debenture is convertible into subordinate voting shares of the corporation, at the option of the holder thereof, at any time prior to 4:00 p.m. (Toronto time) on the Maturity Date, at a conversion price of CAD 0.60 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 Debentures and any subordinate voting shares issued upon the conversion thereof are subject to a hold period expiring on the date that is four months and one day following the date of issuance of the Debentures, in accordance with applicable securities legislation.

On the same date, the company received CAD 2,636,000 in its first tranche. The company paid a finders commission to a registrant consisting of a cash commission of CAD 131,800 together with 219,667 warrants, each warrant exercisable to purchase one subordinate voting share of the Corporation at the price of CAD 0.60 per share on or before the day that is three years from the date of issue of the warrants.