Mr. Jeremy Edelman reports

HAMPTON BAY CAPITAL INC. FILES FILING STATEMENT AND PROVIDES FURTHER DETAILS ON ITS PROPOSED QUALIFYING TRANSACTION WITH LENDIFIED HOLDINGS INC.

Hampton Bay Capital Inc. has filed its filing statement dated March 30, 2020, in connection with its proposed business combination with Lendified Holdings Inc. The filing statement is available under the corporation's profile at SEDAR.

As previously announced on Dec. 24, 2019, and Jan. 20, 2020, Hampton Bay has entered into a letter of intent dated Dec. 20, 2019, as amended on Jan. 30, 2020, and Feb. 14, 2020, with Lendified to effect an arm's-length transaction that will result in the reverse takeover of Hampton Bay by Lendified to ultimately form the resulting issuer. It is intended that the proposed transaction will constitute the corporation's qualifying transaction as such term is defined under the policies of the TSX Venture Exchange. Upon completion of the proposed transaction, the resulting issuer will operate in the financial technology sector. The purpose of this comprehensive news release is to update the prior comprehensive news release as disseminated on Jan. 20, 2020.

About Lendified Holdings Inc.

Lendified, a federally incorporated private lending company based in the province of Ontario, is a leading Canadian fintech company operating both a lending platform which provides working capital loans to small businesses across Canada through its wholly owned subsidiary, Lendified Inc., as well as a software-as-a-service technology platform providing artificial-intelligence-enabled credit origination and analytics to financial institutions across Canada through its wholly owned subsidiary, JUDI.AI. Lendified was incorporated on Feb. 25, 2015, by its founders, Troy Wright, chief executive officer of Lendified (advanced management program, Harvard Business School; BA, Western University), and Kevin Clark, president of Lendified (MBA, Richard Ivey School of Business; BA, Western University), each of whom has over 30 years of experience in the commercial lending business with a major Canadian bank.

The proposed transaction

It is currently anticipated that the proposed transaction will be effected by way of a three-cornered amalgamation among Hampton Bay, Lendified and 11867407 Canada Inc., a wholly owned subsidiary of Hampton Bay, pursuant to which Lendified will amalgamate with Subco to form an amalgamated entity (Amalco), and shareholders of Lendified will receive common shares in the capital of Hampton Bay on the basis of one Hampton Bay common share (on a postconsolidation basis) for each one share of Lendified share held. The parties to the proposed transaction are at arm's length, and, as to the knowledge of the corporation, no insider, promoter or control person of the corporation has any material equity ownership or interest in Lendified prior to giving effect to the proposed transaction. As the proposed transaction is not a non-arm's-length qualifying transaction (as such term is defined in TSX Venture Exchange Policy 2.4 (Capital Pool Companies)), approval of the corporation's shareholders will not be required pursuant to the policies of the TSX-V.

There are currently an aggregate of 15,819,500 Hampton Bay common shares issued and outstanding, as well as 1,581,950 stock options and 621,950 broker warrants, each of which is exercisable to acquire one Hampton Bay common share at an exercise price of 10 cents. On or immediately prior to completion of the proposed transaction, it is anticipated that Hampton Bay will effect a consolidation on the basis of 1.88 old Hampton Bay common shares to one new Hampton Bay common share (subject to adjustments in certain circumstances), resulting in approximately 8,414,627 postconsolidation Hampton Bay common shares.

In connection with the proposed transaction, all outstanding stock options and warrants of Hampton Bay will, on a postconsolidation basis, remain in effect on substantially the same terms and in accordance with the policies of the TSX-V.

The terms of the proposed transaction will provide that, upon completion of the proposed transaction, shareholders of Lendified will receive one postconsolidation Hampton Bay common share for every share of Lendified held. Upon completion of the proposed transaction, it is anticipated that existing Lendified shareholders will hold an aggregate of approximately 83,866,294 postconsolidation Hampton Bay common shares, assuming the completion of the concurrent financing (as defined herein) for aggregate gross proceeds of $3-million and the Lendified debt conversion (as defined herein). In addition, all existing warrants of Lendified shall be exchanged for similar securities of the resulting issuer following completion of the proposed transaction on a one-for-one basis (postconsolidation) on substantially similar terms and conditions. In connection with the proposed transaction and immediately prior to completion of the proposed transaction, it is anticipated that Lendified will convert a portion of its aggregate outstanding principal, together with accrued and unpaid interest of convertible debt, into Lendified shares. The remaining convertible debt of Lendified, which does not convert pursuant to the Lendified debt conversion, will be convertible into resulting issuer shares pursuant to a support agreement among the respective lender, the resulting issuer and Amalco. Immediately prior to the completion of the proposed transaction, all existing options and restricted share units of Lendified will be cancelled. For the purposes of the proposed transaction, the parties have agreed that Hampton Bay shall have a deemed value of $2.1-million, and Lendified shall have a deemed value of $17.9-million for an aggregate value of $20-million (prior to giving effect to the concurrent financing (as defined herein)). Upon completion of the proposed transaction, the securityholders of Lendified will own a large majority of the issued and outstanding common shares of the resulting issuer, and the common shares of the resulting issuer will be listed for trading on the TSX-V.

In addition, WD Capital Markets Inc. (WDC) will be entitled to receive 2,866,652 resulting issuer shares at a deemed issue price per share of 25 cents immediately after closing of the proposed transaction pursuant to a finder's fee agreement between WDC and Lendified dated Aug. 1, 2019.

On or immediately prior to the completion of the proposed transaction, it is anticipated that the corporation will effect a name change to Lendified Holdings Inc. or such other name as may be determined by Lendified and acceptable to the TSX-V.

The shareholders of the corporation approved the consolidation and the name change at the company's annual and special meeting of shareholders held on March 10, 2020.

Hampton Bay and Lendified have agreed to act in good faith to draft, negotiate and execute a definitive acquisition agreement with respect to the proposed transaction. Upon entering into the definitive agreement, the terms of the definitive agreement shall supersede the terms of the LOI. The proposed transaction is expected to close on or about April 14, 2020.

Proposed management of the resulting issuer

It is the intention of the corporation and Lendified to establish and maintain a board of directors of the resulting issuer with appropriate skill sets that are compliant with all regulatory and corporate governance requirements, including any applicable independence and residency requirements. Upon completion of the proposed transaction, the board of directors of the resulting issuer is expected to be composed of Mr. Wright, Mr. Clark, Perry Dellelce, Benjy Katchen, Edward (Ted) Kelterborn and Jeremy Edelman. In addition, it is contemplated that up to two additional nominees of Lendified will be announced at a later date. Upon completion of the proposed transaction, all existing officers of the corporation shall resign and be replaced with officers appointed by the new board. The following sets out the names and backgrounds of all persons who are expected to be directors and officers of the resulting issuer upon closing of the proposed transaction.

Troy Wright -- chief executive officer and director

Mr. Wright is the chief executive officer of Lendified Holdings. He has held this position since February, 2005. Previously, he was the executive vice-president and chief executive officer of Scotiabank Mexico, as well as being a member of the executive management team of Scotiabank group. Mr. Wright has been a financial service executive for 30 years and has held positions in Canada, the United States and in various Latin American jurisdictions. He has extensive background in corporate and investment banking, as well as having led large multibusiness banking organizations. Mr. Wright holds a bachelor of arts degree from the University of Western Ontario, as well an AMP from Harvard Business School. Mr. Wright also supports non-profit and charitable organizations and is the chair of RSI.

Kevin Clark -- president and director

Mr. is the president and co-founder of Lendified, one of Canada's now established lending technology companies in Canada. Founded in 2015 and operating as two companies. Lendified.com (in which Mr. Clark is chief executive officer) is a lender providing capital to the small business community across Canada. Its sister company, Judi.ai, is a software-as-a-service technology company, providing credit risk adjudication software to lending, leasing and commercial businesses in Canada and the United States. Prior to co-founding Lendified, Mr. Clark spent 30 years with Bank of Nova Scotia, in various capacities culminating in the running of several of the bank's global business lines. In his current activities in the fintech community, Mr. Clark is a board member (and past chair and co-founder) of the Canadian Lenders Association, an organization supporting and representing the lendtech and innovative/alternative lending marketplace in Canada, and has past membership on the Steering Committee for Small Business Finance, a committee promoting the development and support of small business finance in Ontario, chaired by the Toronto Finance International Organization.

Perry Dellelce -- director

Mr. Dellelce is a founder and managing partner of Wildeboer Dellelce LLP, one of Canada's leading corporate finance and transactional law firms. Mr. Dellelce practises in the areas of securities, corporate finance, and mergers and acquisitions. Mr. Dellelce serves on the boards of many of Canada's leading businesses. Mr. Dellelce is chair of the NEO Exchange, Canada's newest stock exchange. He is also a member of the board of Mount Logan Capital Inc. and Lendified Holdings. He has received many awards and recognitions for his public service. Mr. Dellelce has been bestowed an honorary doctorate of laws from Laurentian University. In addition, the University of Notre Dame honoured Mr. Dellelce with the Distinguished Alumni Award from the Mendoza College of Business. He has also been recognized by the Western University with the Purple and White Award for long-standing dedication to the University and by the University of Ottawa by being admitted to the Common Law Honour Society recognizing the law school's most accomplished graduates. Mr. Dellelce is the past chair and a current member of the board of directors of the Sunnybrook Foundation and the current chair of the Canadian Olympic Foundation. Recently, Mr. Dellelce was awarded the Paul Harris award by the Rotary Club of Sudbury, the rotary club's highest recognition for community service.

Benjy Katchen -- director

Mr. Katchen is the chief digital and strategy officer of Home Capital Group. Mr. Katchen joined Home Trust in 2012 as vice-president, deposits, where he founded and led the growth of Oaken Financial, Home's direct-to-consumer brand. Over the last several years, he led various businesses for Home Trust, including credit cards and retail lending, and played a key part in several strategic transactions such as the postacquisition integration of CFF Bank (now Home Bank), the Berkshire Hathaway investment in Home, and other measures to restore liquidity and confidence in 2017. He currently leads Home's deposit businesses, as well as digital and corporate strategy. Prior to joining Home Trust, Mr. Katchen's career spanned work in investment banking with RBC Dominion Securities, strategy consulting with Bain & Company, and leading sales effectiveness and channel strategy for President's Choice Financial while at Amicus Bank. Mr. Katchen has also been involved in several start-ups and has consulted for many innovative and disruptive retail banking models. He serves as chairman of the Hammer Band -- from Violence to Violins, a non-profit in Toronto. Mr. Katchen holds an HBA (dean's list) from the Richard Ivey School of Business and an MBA (with distinction) from INSEAD and is an institute-certified director (ICD.D) from the Institute of Corporate Directors.

Edward (Ted) Kelterborn -- director

Mr. Kelterborn is chief legal officer of CI Financial Corp. and leads the team responsible for all legal affairs of the corporation and its subsidiaries. He is also senior vice-president and general counsel of CI Investments Inc., having joined in 2016 from First Asset Investment Management Inc., where he served as senior vice-president, legal and operations. Prior to joining First Asset, Mr. Kelterborn was vice-president and general counsel of Claymore Investments Inc. (now part of Blackrock Inc.). Previous to that, he was a lawyer with law firms in Toronto and Bermuda, and served as associate general counsel-corporate at Nortel Networks. Prior to Nortel, Mr. Kelterborn was a partner at McMillan Binch (now McMillan LLP), practising in the corporate/commercial and securities law groups. Mr. Kelterborn holds a bachelor of arts from Carleton University and a bachelor of laws from the University of Ottawa, and was called to the Ontario bar in 1992.

Jeremy Edelman -- director

Mr. Edelman is an admitted solicitor to the Supreme Courts of Western Australia and New South Wales. He worked for some for the world's leading investment banks, including Bankers Trust and UBS Warburg, in debt and acquisition finance. He has held consulting and director positions in stock-exchange-listed companies in the United Kingdom and Australia with a focus on resource exploration and development, including investment companies established with the specific objective of investing in oil and gas projects. Mr. Edelman also has experience in corporate finance, having been responsible for co-ordinating a number of companies in making acquisitions in a variety of resource sectors. He worked in various regions of the world, including the Republic of Kazakhstan, Russia, South Africa and Australia. Mr. Edelman holds bachelor degrees in commerce and law, together with a master's degree in applied finance.

Norman Tan -- chief financial officer

Mr. Tan is the CFO of Lendified Holdings. He joined Lendified in 2018 and has been responsible for building out the company's financial systems and processes. Prior to joining Lendified, Mr. Tan worked in Deloitte's audit and assurance practice, where he worked with finance leaders in industries including fintech, manufacturing and professional services. He has also held roles in management consulting, technology equity research and private equity. Mr. Tan received his BComm from the University of British Columbia and his MBA from Queen's University and is a CFA charterholder.

Concurrent financing

In connection with and prior to closing of the proposed transaction, Lendified proposes to complete a private placement financing led by Haywood Securities Inc. of subscription receipts at a price of 25 cents per subscription receipt for aggregate gross proceeds of $3-million and, for greater certainty, includes any issuance of subscription receipts by Lendified directly to subscribers on a non-brokered private placement basis on substantially similar terms. Each subscription receipt will automatically convert into one unit of Lendified on the satisfaction or waiver of all conditions precedent to the proposed transaction and certain other ancillary conditions customary for transactions of this nature, without the payment of additional consideration or the taking of further action on the part of the subscriber. Each unit will consist of one common share in the capital of Lendified and one-half of one Lendified common share purchase warrant. Each warrant will be exercisable to acquire one common share in the capital of Lendified at an exercise price of 38 cents for a period of 24 months from the date of issuance.

The gross proceeds of the concurrent financing (less the agent's expenses and 50 per cent of the commission, as defined herein) will be held in escrow pending the satisfaction of the release conditions. In the event the event the proposed transaction does not occur on the date that is 120 days following the final closing date of the concurrent financing, the gross proceeds shall be returned to the purchasers pro rata without any deduction or interest, and the subscription receipts shall be automatically cancelled.

Upon completion of the proposed transaction, each unit share will automatically be exchanged for a postconsolidation common share of the resulting issuer, and each warrant will automatically be exchanged for one warrant of the resulting issuer exercisable to acquire one resulting issuer share at an exercise price of 38 cents for a period of 24 months from the date of issuance of the warrants.

In connection with the concurrent financing, the agent will be entitled to a cash commission equal to 7 per cent of the aggregate gross proceeds raised in connection with the concurrent financing, as well as non-transferrable compensation options exercisable for that number of common shares in the capital of Lendified equal to 7 per cent of the number of subscription receipts issued pursuant to the concurrent financing at a price of 25 cents per share for a period of 24 months from the applicable closing date. In connection with the concurrent financing, the agent will be entitled to a corporate finance fee of $50,000, which will be paid in common shares in capital of Lendified at a deemed price equal to 25 cents per corporate finance fee share. In connection with the closing of the proposed transaction, the compensation options and corporate finance fee shares will be exchanged for like securities of the resulting issuer.

The net proceeds of the concurrent financing, after giving effect to the proposed transaction, are expected to be used by the resulting issuer for corporate and general working capital purposes.

Selected financial statement information

The following presents selected information on the financial condition and results of operations for Lendified. Such information is derived from the audited financial statements of Lendified for the financial period ended Sept. 30, 2019.

Total revenues:  $5,345,683

Total expenses:  $16,172,920

Net income (loss):  ($10,827,237)

Net income (loss) per share:  ($1.96)

Current assets:  $20,486,956

Total assets:  $27,206,222

Current liabilities:  $39,607,714

Total liabilities:  $51,233,324

Working capital:  ($19,120,758)

Shareholders' equity:  ($24,027,102)

In the normal course of business, Lendified provides working capital loans to small businesses which are financed by two senior debt facilities secured against the underlying small business loans. The foregoing selected financial information accounts for all of the senior debt facilities of Lendified. In addition, the foregoing accounts for the aggregate outstanding convertible debt of Lendified is likely to be converted into equity of Lendified, subject to negotiations with current convertible debtholders, contemporaneously with the completion of the proposed transaction, thus significantly reducing the outstanding debt of Lendified.

Bridge loan

On Feb. 5, 2020, Hampton Bay and Lendified entered into a loan agreement and general security agreement in respect of a bridge loan advanced by Hampton Bay to Lendified in the amount of $225,000 bearing an interest rate of 10 per cent per annum. The proceeds of the bridge loan are being used by Lendified for general working capital purposes. Upon completion of the proposed transaction, the bridge loan will be consolidated as part of the debt assumed by the resulting issuer.

Sponsorship

In connection with the proposed transaction, the corporation intends to apply for an exemption from the sponsorship requirements of the TSX-V pursuant to Section 3.4(a)(ii) of TSX-V Policy 2.2 (Sponsorship and Sponsorship Requirements); however, there is no assurance or guarantee that the TSX-V will exempt the corporation from all or part of the applicable sponsorship requirements.

Trading halt

Trading in the Hampton Bay common shares has been halted and shall remain halted pending closing of the proposed transaction, subject to the earlier recommencement of trading only upon TSX-V approval and the filing of all required materials with the TSX-V as contemplated by its policies.

Significant conditions of closing

Completion of the proposed transaction is subject to a number of conditions, including, but not limited to, satisfactory diligence review by each party, TSX-V acceptance, Lendified shareholder approval (which was obtained at the special meeting of shareholders of Lendified on March 16, 2020), the completion of the consolidation and name change, the completion of the Lendified debt conversion, and the completion of the concurrent financing.

Insiders of the resulting issuer

It is expected that upon completion of the proposed transaction, Gesmex Corp. and Placements AMMC Inc. (entities under common control) will own, directly or indirectly, in the aggregate, approximately 28,869,908 resulting issuer shares (assuming completion of the Lendified debt conversion). Gesmex and Placements AMMC are expected to collectively hold approximately 29.93 per cent (on a non-diluted basis) of the outstanding resulting issuer shares (assuming completion of the concurrent financing for aggregate gross proceeds of $3-million and the issuance of the finder's fee shares). Each of Gesmex and Placements AMMC is expected to be an insider and control person (as each term is defined in the policies of the TSX-V).

It is expected that upon completion of the proposed transaction, GSSB Corp. will own, directly or indirectly, in the aggregate, approximately 11,408,071 resulting issuer shares (assuming completion of the Lendified debt conversion). GSSB is expected to hold approximately 11.99 per cent (on a non-diluted basis) of the outstanding resulting issuer shares (assuming completion of the concurrent financing for aggregate gross proceeds of $3-million and the issuance of the finder's fee shares). GSSB is expected to be an insider (as such term is defined in the policies of the TSX-V).

It is expected that upon completion of the proposed transaction, Home Capital Group will own, directly or indirectly, in the aggregate, approximately 9,632,536 resulting issuer shares (assuming completion of the Lendified debt conversion). Home Capital Group is expected to hold approximately 10.12 per cent (on a non-diluted basis) of the outstanding resulting issuer shares (assuming completion of the concurrent financing for aggregate gross proceeds of $3-million and the issuance of the finder's fee shares). Home Capital Group is expected to be an insider (as such term is defined in the policies of the TSX-V).

Other than has been previously referred to in this press release, and to the knowledge of the directors and senior officers of the corporation or Lendified, it is not anticipated that any person will become an insider of the resulting issuer as a result or upon completion of the proposed transaction.

About Hampton Bay Capital Inc.

Hampton Bay is a capital pool company created to identify and evaluate potential acquisitions of commercially viable businesses and assets that have the potential to generate profits and to add shareholder value. Except as specifically contemplated in the CPC policy of the TSX-V, until completion of a qualifying transaction, the corporation will not carry on business other than the identification and evaluation of businesses or assets with a view to completing a proposed qualifying transaction.

We seek Safe Harbor.