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
Corporation
Hampton 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) 862-8651
The 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 Statements
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.
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