NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
TORONTO, Dec. 27, 2018 (GLOBE NEWSWIRE) — Hampton Financial Corporation (“Hampton” or the “Corporation”) (TSXV:HFC) (TSXV:HFC.PR.A) is pleased to announce a non-brokered private placement offering (the “Offering”) of up to 1,000,000 units (“Units“). Each Unit will be offered at a price of $0.30 CAD per Unit for aggregate gross proceeds of up to $300,000 CAD.
Each Unit will consist of one subordinate voting share in the capital of the Corporation (each, a “Share”) and one subordinate voting share purchase warrant (each, a “Warrant“). Each Warrant will entitle the holder, upon the exercise thereof, to purchase one additional Share (each, a “Warrant Share”) at the price of $0.40 CAD per Warrant Share for a period of 24 months following the date of the closing of the Offering.
The proceeds from the Offering will be used for working capital and general corporate purposes.
All securities issued pursuant to the Offering will be subject to a four-month hold period. The Offering is subject to a number of customary conditions, including, without limitation, approval by the TSX Venture Exchange (“TSXV”).
Investors in the Offering are expected to include certain insiders of the Corporation (collectively, “Insider Purchasers”). The participation of Insider Purchasers will constitute a “related party transaction” for purposes of Multilateral Instrument 61-101 ? Protection of Minority Security Holders in Special Transactions (“MI 61-101”) and Policy 5.9 ? Protection of Minority Security Holders in Special Transactions of the TSXV. The Corporation expects to rely on exemptions from the formal valuation and minority approval requirements available under MI 61-101 as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves interested parties, is expected to exceed 25% of the Corporation’s market capitalization. The Corporation expects to file a material change report less than 21 days before the expected date of the closing of the Offering, which shorter period the Corporation deems reasonable in the circumstances so as to be able to avail itself of the proceeds of the Offering in a timely manner.
About Hampton Financial Corporation
The Corporation, through its wholly-owned subsidiary, Hampton Securities Limited (“HSL”), is actively engaged in family office, wealth management, institutional services and capital markets activities. HSL is a full service investment dealer, regulated by IIROC and registered in Alberta, British Columbia, Manitoba, Saskatchewan, Nova Scotia, Northwest Territories, Ontario and Quebec. The subordinate voting shares, and preferred shares of Hampton are listed on the TSXV under the symbol “HFC” and “HFC.PR.A” respectively.
For more information, please contact:
President & Chief Operating Officer
Hampton Financial Corporation
Hampton Securities Limited
The TSX Venture Exchange (“TSXV”) has in no way approved nor disapproved the contents of this press release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.
No securities regulatory authority has either approved or disapproved of the contents of this press release. This press release does not constitute or form a part of any offer or solicitation to buy or sell any securities in the United States or any other jurisdiction outside of Canada. The securities being offered have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States and may not be offered or sold within the United States or to a U.S. person absent registration or pursuant to an available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. There will be no public offering of securities in the United States.
This press release contains certain forward-looking statements and forward-looking information (collectively referred to herein as “forward-looking statements“) within the meaning of applicable Canadian securities laws, which may include, but are not limited to, information and statements regarding or inferring the future business, operations, financial performance, prospects, and other plans, intentions, expectations, estimates, and beliefs of the Corporation. All statements other than statements of present or historical fact are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “anticipate”, “achieve”, “could”, “believe”, “plan”, “intend”, “objective”, “continuous”, “ongoing”, “estimate”, “outlook”, “expect”, “may”, “will”, “project”, “should” or similar words, including negatives thereof, suggesting future outcomes.
Forward-looking statements involve and are subject to assumptions and known and unknown risks, uncertainties, and other factors beyond the Corporation’s ability to predict or control which may cause actual events, results, performance, or achievements of the Corporation to be materially different from future events, results, performance, and achievements expressed or implied by forward-looking statements herein. Forward-looking statements are not a guarantee of future performance. Although the Corporation believes that any forward-looking statements herein are reasonable, in light of the use of assumptions and the significant risks and uncertainties inherent in such statements, there can be no assurance that any such forward-looking statements will prove to be accurate. Actual results may vary, and vary materially, from those expressed or implied by the forward-looking statements herein. Accordingly readers are advised to rely on their own evaluation of the risks and uncertainties inherent in forward-looking statements herein and should not place undue reliance upon such forward-looking statements. All forward-looking statements herein are qualified by this cautionary statement. Any forward-looking statements herein are made only as of the date hereof, and except as required by applicable laws, the Corporation assumes no obligation and disclaims any intention to update or revise any forward-looking statements herein or to update the reasons that actual events or results could or do differ from those projected in any forward-looking statements herein, whether as a result of new information, future events or results, or otherwise.