Hampton Financial Corporation (TSXV:HFC) entered into a non-binding letter of intent to acquire Oxygen Working Capital Corp. from Oxygen LP for CAD 8 million on October 31, 2023. Hampton Financial Corporation (TSXV:HFC) agreed to acquire Oxygen Working Capital Corp. from Oxygen LP for CAD 8 million on April 2, 2024. In the transaction?s current format Hampton will acquire from the limited partners of Terra Cotta Strategic Capital - Income Limited Partnership (?Oxygen LP?) all of the issued and outstanding limited partnership units of Oxygen LP (having an aggregate value of CAD 3,460,000 million), along with outstanding debt of OCC in the amount of CAD 4,767,287 in exchange for approximately 14,200,000 subordinate voting shares of Hampton. The number of shares ultimately issued will be determined by a number of factors including the market price of Hampton shares at closing, and satisfactory completion of due diligence. Hampton will assume ownership of assets including loan receivables of approximately CAD 15,657,622 and commercial liabilities of CAD 8,798,118. Hampton Financial Corporation (TSXV:HFC) it has concluded its negotiations to acquire Oxygen Working Capital Corp. from Oxygen LP for CAD 11.75 million.

Subsequent to closing on the acquisition of the OCC business operations, Hampton will transfer all assets, liabilities, and operations to a newly formed subsidiary (?Newco?), in exchange for 18,295,057 Newco common shares. The former limited partners of Oxygen LP, the Lenders and certain others shall subscribe for 5,146,244 common shares of Newco at an issue price of CAD 0.01 per share, leaving Hampton with a fully diluted 73.3% stake in the subsidiary company. Under the leadership of its current management, which is expected to remain in place after closing, and as part of the broader Hampton business platform, the business is expected to contribute to the growth of Hampton?s consolidated revenues and earnings while benefiting from Hampton?s existing Capital Markets capabilities.

The transaction will be subject to various regulatory approvals and certain commercial conditions including remaining due diligence, negotiation of a definitive agreement and the approval of Hampton?s Board. The transaction is anticipated to close in January, 2024. Hampton anticipates closing the acquisition of OCC on April 1, 2024. It is subject to final approval by the TSX Venture Exchange. The final approval was obtained on April 11, 2024.

Hampton Financial Corporation (TSXV:HFC) completed the acquisition of Oxygen Working Capital Corp. from Oxygen LP on April 1, 2024.