NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
TORONTO, Feb. 24, 2020 (GLOBE NEWSWIRE) — Hampton Financial Corporation (“Hampton” or the “Corporation”) (TSXV: HFC) (TSXV: HFC.PR.A) is pleased to announce, further to its press release dated February 19, 2020, that it has entered into a non-convertible debenture (a “Debenture“) with each of Peter M. Deeb and Axium Capital Corp. for the principal amount of $175,000 CAD and $1,000,000 CAD, respectively (the “Loans”).
Each Debenture bears interest at the rate of 9.0% per annum payable in equal payments quarterly in arrears on the last day of March, June, September and December in each year, commencing at the end of the first calendar quarter following the issue date (the “Initial Interest Payment”) until the Maturity Date. The Initial Interest Payment will include accrued and unpaid interest for the period from the issue date to the end of the first calendar quarter following the issue date. Interest will be payable in cash only. The principal amount owing under each Debenture, and any accrued and unpaid interest thereon, will be payable in cash on the date that is 60 months from the issue date (the “Maturity Date”).In connection with the Loans, the Corporation has issued: (a) to Peter M. Deeb, 87,500 warrants; and (b) to Axium Capital Corp., 500,000 warrants, under TSXV Policy 5.1 – Loans, Loan Bonuses, Finder’s Fees and Commissions, subject to the approval of the TSX Venture Exchange (“TSXV”). Each warrant entitles the holder to purchase one subordinate voting share of the Corporation at the exercise price of $0.60 per share for a period of 60 months.The proceeds from the Loans will be used for working capital and general corporate purposes.All securities issued are subject to a four-month hold period under applicable securities laws.The loan from Peter M. Deeb to the Corporation (the “Related Party Loan”) constituted 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 was not required to obtain a formal valuation for the Related Party Loan as it is not a related party transaction described in any of paragraphs (a) to (g) of the definition of “related party transaction” in MI 61-101. The Corporation relied on an exemption from the 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 Related Party Loan, insofar as it involves interested parties, exceeded 25% of the Corporation’s market capitalization. The Corporation did not file a material change report more than 21 days before the expected date of the closing of the Related Party Loan, as the Corporation deemed the shorter period reasonable in the circumstances so as to be able to avail itself of the proceeds of the Related Party Loan in a timely manner.About Hampton Financial CorporationHampton Financial Corporation is a unique private equity firm that seeks to build shareholder value through long-term strategic investments. Through its wholly-owned subsidiary, Hampton Securities Limited (“HSL”), Hampton 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. In addition, the company provides investment banking services, which include assisting companies with raising capital, advising on mergers and acquisitions, and aiding issuers in obtaining a listing on a recognized securities exchange in Canada.For more information, please contact:Peter M. Deeb
Executive Chairman & CEO
Hampton Financial Corporation
(416) 862-8651The 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.Forward-Looking StatementsThis 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.
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