HFC.PR.A Hampton Financial Corporation

Peter Deeb (the “Acquiror”) announces the filing of an early warning report (the “Early Warning Report”) pursuant to National Instrument 62-103 ― The Early Warning System and Related Take Over Bids and Insider Reporting Issues regarding the holdings by the Acquiror in Hampton Financial Corporation (the “Corporation”) (TSXV: HFC) (TSXV: HFC.PR.A).

On November 1, 2019, the Acquiror acquired 625,000 subordinate voting shares in the capital of the Corporation (“Shares”). The Shares were offered and purchased from the Corporation on a non-brokered private placement basis at a price of $0.20 per Share for an aggregate purchase price of $125,000.

Immediately before the acquisition, the Acquiror, directly and indirectly through Deeb & Company Limited (an Ontario corporation controlled by the Acquiror) (“Deeb & Co”), owned and controlled approximately 1,488,500 Shares, being approximately 10.5% of the issued and outstanding Shares (based on 14,160,370 Shares issued and outstanding immediately before the acquisition). Of the Shares, 101,000 were held by the Acquiror and 1,387,500 were held by Deeb & Co.

Immediately after the acquisition, the Acquiror, directly and indirectly through Deeb & Co, owned and controlled approximately 2,113,500 Shares, being approximately 13.3% of the issued and outstanding Shares (based on 15,910,370 Shares issued and outstanding immediately after the acquisition). Of the Shares, 726,000 are held by the Acquiror and 1,387,500 are held by Deeb & Co.

The securities of the Corporation were acquired for investment purposes. Depending on market and other conditions, the Acquiror and/or Deeb & Co may, directly or indirectly, acquire ownership or control over additional securities, or options to acquire Shares, through market transactions, private agreements, the Corporation’s stock option plan or otherwise, in accordance with applicable securities legislation. Depending on market and other conditions (and subject to coattail agreements), the Acquiror and/or Deeb & Co may sell any of the securities which the Acquiror owns or controls or exercise stock options that the Acquiror may receive. The Acquiror and Deeb & Co currently have no other plans or future intentions that relate to, or would result in the matters listed in clauses (a) to (k) of Item 5 of the Early Warning Report. Depending on market conditions, general economic and industry conditions, the Corporation’s business and financial condition and/or other relevant factors, the Acquiror and/or Deeb & Co may develop such plans or intentions in the future.

A copy of the Early Warning Report will appear on the Corporation’s profile on SEDAR or may be obtained upon request by contacting the Acquiror at (416) 862-8651.

The address of the Acquiror is c/o 1800 – 141 Adelaide Street West, Toronto Ontario, M5H 3L5.