Hampton Financial Corporation Announces Completion of Non-Brokered Private Placement of Subordinate Voting Shares

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

TORONTO, Ontario, Nov. 04, 2019 (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 October 22, 2019, the completion of its non-brokered private placement offering (the "Offering"), raising gross proceeds of $350,000 CAD through the issuance of 1,750,000 subordinate voting shares in the capital of the Corporation (each, a "Share"). Each Share was offered and sold at a price of $0.20 CAD per Share.

The proceeds from the Offering will be used for working capital and general corporate purposes.

All securities issued pursuant to the Offering are subject to a four-month hold period expiring on March 2, 2020 in accordance with applicable securities legislation.

The TSX Venture Exchange ("TSXV") has issued conditional acceptance of the Offering. The Offering remains subject to receipt of final acceptance by the TSXV.

Investors in the Offering included certain insiders of the Corporation (collectively, "Insider Purchasers"). The participation of the Insider Purchasers 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 relied 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 Offering, insofar as it involved 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 Offering, as the details of the Offering and the participation therein by the Insider Purchasers were not settled until shortly prior to closing and the Corporation wished to avail itself of the proceeds of the Offering 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 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.

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.