Hampton Financial Corporation Announces Completion of Third Tranche and Extension of Non-Brokered Private Placement of Unsecured Convertible Debentures
September 06 2022 - 04:15PM
Hampton Financial Corporation (“Hampton” or the
“Corporation”) (TSXV:HFC & HFC.PR.A) is pleased to announce the
completion of the third tranche of a non-brokered private placement
of unsecured convertible debentures (the “Debentures”) in the
principal amount of $1,142,000. The closing of the third tranche is
part of a larger offering of Debentures in the aggregate principal
amount of up to CAD$6,000,000 (the “Offering”). Pursuant to the
Offering Hampton has completed, to date, three tranches of
Debentures in the aggregate principal amount of $4,663,000. Hampton
is also pleased to announce that, subject to approval by the TSX
Venture Exchange (“TSXV”), it is extending the final closing date
of the Offering to October 6, 2022.
The Debentures will mature five (5) years after
the issue date (the “Maturity Date”) and will bear interest at the
rate of 9.0% per annum, payable quarterly in arrears on the last
day of March, June, September and December in each year until the
Maturity Date. The first interest payment will be made at the end
of the first calendar quarter following the closing date (the
“Initial Interest Payment Date”) and will consist of interest
accrued from and including the closing date to the Initial Interest
Payment Date. Interest will be payable in cash only and will cease
to accrue on the Maturity Date.
The whole, or any part, of the principal amount
of the Debentures is convertible into subordinate voting shares of
the Corporation, at the option of the holder thereof, at any time
prior to 4:00 p.m. (Toronto time) on the Maturity Date, at a
conversion price of CAD$0.60 per share. Upon conversion of the
Debentures the holders of Debentures will receive cash payment of
any interest which accrues from the most recent interest payment
date to the date of conversion. The proceeds from the Offering will
be used for working capital and general corporate purposes. The
Debentures and any subordinate voting shares issued upon the
conversion thereof are subject to a hold period expiring on the
date that is four months and one day following the date of issuance
of the Debentures, in accordance with applicable securities
legislation.
In connection with the closing of the third
tranche of the Offering the Corporation paid a finders’ commission
to registrants consisting of a cash commission of $70,000 together
with 116,666 warrants, each warrant exercisable to purchase one
subordinate voting share of the Corporation at the price of $0.60
per share on or before the day that is three years from the date of
issue of the warrants. The warrants and any subordinate voting
shares issued upon the conversion thereof are subject to a hold
period expiring on the date that is four months and one day
following the date of issuance of the warrants, in accordance with
applicable securities legislation.
The Corporation had filed a Price Reservation
Form (Form 4A) with the TSX Venture Exchange (“TSXV”) on June 23,
2022 and announced a prior extension of the Offering in its press
release of August 8, 2022. The TSXV has issued conditional
acceptance of the Offering. The Offering remains subject to receipt
of final acceptance by the TSXV.
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 recognized securities exchanges
in Canada and abroad.
For more information, please contact:
Olga JuravlevChief Financial OfficerHampton
Financial Corporation(416) 862-8701
Or
Peter M. DeebExecutive Chairman & CEOHampton
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.
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