Lendified Holdings Inc. entered into a letter of intent to acquire Hampton Bay Capital Inc. (TSXV:HPB.P) in a reverse merger transaction on December 20, 2019. Under the terms of the transaction, all existing shares, options, warrants and other securities convertible into shares of Lendified Holdings shall be exchanged for similar securities. On or immediately prior to the completion of the transaction, it is anticipated that Hampton Bay will consolidate the outstanding Hampton Bay Common Shares (the "Consolidation") on the basis of one “new” Hampton Bay common share for every 1.88 “old” Hampton Bay common shares issued and outstanding. Lendified Holdings will complete a financing of aggregate gross proceeds of not less than CAD 4 million. The terms of the Proposed Transaction will provide that, upon completion of the proposed transaction, shareholders of Lendified will receive one post Consolidation 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 87.587632 million post-Consolidation Hampton Bay Common Shares, assuming the completion of the Concurrent Financing for aggregate gross proceeds of CAD 4 million and the conversion of the aggregate convertible debt of Lendified into equity. In addition, all existing options, warrants and other securities convertible into shares of Lendified shall be exchanged for similar securities of the Resulting Issuer following completion of the proposed transaction on a one-for-one basis (post-Consolidation) on substantially similar terms and conditions. On or immediately prior to the completion of the transaction, Hampton Bay will effect a name change to Lendified Holdings Inc. or such name as may be determined by Lendified and acceptable to the TSXV. The obligations of Hampton Bay and Lendified pursuant to the LOI shall terminate in certain specified circumstances, including in the event that the proposed transaction is not completed by February 28, 2020, unless otherwise agreed to by the parties. Upon completion of the transaction, all existing officers of Hampton Bay shall resign and be replaced with officers appointed by the new Board of Directors.

Upon completion of the Proposed Transaction, the Board of Directors and officers of the Resulting Issuer are expected to be comprised of Troy Wright, Chief Executive Officer and Director, Kevin Clark, President and Director, Norman Tan, Chief Financial Officer and, Perry Dellelce, Benjy Katchen, Sheila Murray and Jeremy Edelman as Directors. 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.

Completion of the transaction is subject to a number of conditions including, but not limited to, satisfactory diligence review by each party, TSXV acceptance, Lendified shall have obtained the approval of its Board of Directors and shareholders, Hampton Bay shall be able to satisfy the minimum listing requirements of the exchange for a Tier 1 or Tier 2 Issuer as of the completion of the business combination, Lendified shall have entered into support agreements with Hampton Bay and the respective Lendified unconverted debt and lendified convertible interest lenders, each of the parties as required by the exchange shall have entered into an escrow agreement upon the terms and conditions imposed pursuant to the policies of the exchange, dissent rights will not have been exercised in respect of a total number of Lendified shares which would, if such shares were converted into Resulting Issuer shares pursuant to the business combination, exceed 5% of the Resulting Issuer shares outstanding upon completion of the amalgamation, completion of the consolidation and completion of the concurrent financing, Hampton Bay shall have obtained the approval of its Board of Directors and shareholders, each of the directors and officers of Hampton Bay that resigns pursuant to the business combination agreement will have executed, conversion of debt to equity, Lendified shall be satisfied that Hampton Bay has net Cash on hand of not less than CAD 750,000, listing of new shares to exchange, and other customary closing conditions. An annual and special meeting of Hampton Bay Capital will be held on March 10, 2020. As of March 10, 2020, the shareholders of Hampton Bay approved, among other matters, the Consolidation, the Name Change and the change of auditor, subject to the completion of the proposed qualifying transaction, and the conditional election of six proposed directors of the resulting issuer. As on March 16, 2020, the transaction was approved by the shareholders of Lendified. The transaction is expected to close in March 2020. As of March 30, 2020, the transaction is expected to be completed on or about April 14, 2020. Computershare Investor Services Inc. acted as the registrar and transfer agent and Computershare Trust Company of Canada acted as the escrow agent to Hampton Bay as part of the transaction.

Lendified Holdings Inc. completed the acquisition of Hampton Bay Capital Inc. (TSXV:HPB.P) in a reverse merger transaction on April 29, 2020. The parties entered into an agreement on April 8, 2020. Immediately prior to the closing of the qualifying transaction, Hampton Bay consolidated its shares on a 1.88-for-1 basis resulting in 8,414,629 post-Consolidation Hampton Bay shares. In connection with the qualifying transaction, shareholders of Lendified received one Resulting Issuer Share for every share of Lendified held, and now hold an aggregate of 83,666,294 post-Consolidation Resulting Issuer Shares. The former shareholders of Lendified now own (on a non-diluted basis) approximately 87.93% of the outstanding Resulting Issuer shares immediately after the closing of the Transaction. Hampton Bay changed its name to “Lendified Holdings Inc.” and trading in the common shares of the resulting issuer will commence on the TSX Venture Exchange (the “TSXV”) under the symbol “LHI” following the issuance by the TSXV of its final bulletin in respect of the qualifying transaction.

The Board of Directors of the resulting issuer consists of six directors comprised of namely Troy Wright, Kevin Clark, Perry Dellelce, Edward (Ted) Kelterborn, Benjy Katchen and Jeremy Edelman. In addition, Troy Wright will serve as Chief Executive Officer and Corporate Secretary, Kevin Clark will serve as President, and Norman Tan will serve as Chief Financial Officer of the resulting issuer. Gesmex Corporation acquired ownership of approximately 17.56% of the outstanding Resulting Issuer Shares, Placements AMMC Inc. acquired ownership of approximately 12.78% and Home Capital Group Inc. acquired ownership of approximately 10.12% of the outstanding resulting issuer shares on a non-diluted basis. Gesmex and Placements AMMC will have the right to nominate up to 2 directors to the Board of the resulting issuer following completion of the qualifying transaction. Perry Dellelce of Wildeboer Dellelce LLP acted as legal counsel to Lendified. Guy Charette of Dunton Rainville, LLP acted as legal counsel to Hampton Bay. Fogler, Rubinoff LLP acted as legal counsel to Haywood Securities Inc.