Gunpoint Exploration — Capital/Financing Update 2021

Oct 29, 2021

MATERIAL CHANGE REPORT

FORM 51-102F3

Section 7.1 of National Instrument 51-102

Item 1 — Name and Address of Company

Hampton Financial Corporation (the “ Company ”) 141 Adelaide Street West, Suite 1800 Toronto, Ontario M5H 3L5

Item 2 — Date of Material Change

October 22, 2021.

Item 3 — News Release

A news release describing the material change was disseminated by the Company on October 22, 2021 through GlobeNewswire, copies of which have been filed under the Company’s profile on SEDAR at www.sedar.com.

Item 4 — Summary of Material Change

On October 22, 2021 the Company announced that it had issued $2,000,000 principal amount of non-convertible promissory notes (the “ Notes ”) which were placed by the Company’s agent, Terra Cotta Investment Counsel Inc. (the “ Agent ”). The Notes bear interest at 12% per annum, payable monthly in arrears, and have a one-year term. Hampton has the right to redeem the Notes at any time within the 1 Year term.

Item 5 — Full Description of Material Change

• 5.1 Full Description of Material Change

On October 22, 2021 the Company announced that it had issued the Notes) which were placed by the Agent. The Notes bear interest at 12% per annum, payable monthly in arrears, and have a one-year term. Hampton has the right to redeem the Notes at any time within the 1 Year term.

The net proceeds of the Offering will be used in part to retire $1,000,000 principal amount of maturing one-year notes and the remainder may be used for other general corporate purposes of the Company and/or Hampton Securities Limited.

The issuance is part of a larger distribution of up to $5 million of Notes (the “ Offering ”), placed by the Agent, which commenced in 2020. In connection with the Offering the Agent is entitled to a cash commission of 2% of the gross proceeds realized from the sale of the Notes, subject to a minimum commission of $100,000. As the Agent was paid the minimum commission in connection with the initial 2020 closing of the Offering, no additional commission is payable in relation to the Notes issued on October 22, 2021.

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5.2 Disclosure for Restructuring Transactions

Not applicable.

Item 6 — Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7 — Omitted Information

Not applicable.

Item 8 — Executive Officer

The following executive officer of the Company is knowledgeable about the material change and this report: Mr. Peter Deeb, Executive Chairman & CEO, may be reached at (416) 8628651.

Item 9 — Date of Report

October 29, 2021

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