Peter M. Deeb ― Holdings in Hampton Financial Corporation

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TORONTO, Jan. 03, 2019 (GLOBE NEWSWIRE) — Peter M. Deeb (the “Acquiror”) announces the filing of an early warning report (the “Early Warning Report”) pursuant to National Instrument 62-103 ― The Early Warning System and Related Take Over Bids and Insider Reporting Issues regarding the holdings by the Acquiror in Hampton Financial Corporation (the “Corporation”) (TSXV: HFC) (TSXV: HFC.PR.A).

On December 27, 2018, the Acquiror, indirectly through Deeb & Company Limited (an Ontario corporation controlled by the Acquiror) (“Deeb & Co”), disposed of 850,000 subordinate voting shares (“Shares”) of the Corporation in the open market (through the facilities of the TSX Venture Exchange) at a price of $0.30 per Share for total consideration of $255,000. Immediately before the disposition, the Acquiror, directly and indirectly through Deeb & Co, owned and controlled approximately 1,476,500 Shares, being approximately 11.2% of the issued and outstanding Shares (based on 13,210,370 Shares issued and outstanding). Of the Shares, 89,000 were held by the Acquiror and 1,387,500 were held by Deeb & Co. Immediately after the disposition, the Acquiror, directly and indirectly through Deeb & Co, owned and controlled approximately 626,500 Shares, being approximately 4.7% of the issued and outstanding Shares (based on 13,210,370 Shares issued and outstanding). Of the Shares, 89,000 were held by the Acquiror and 537,500 were held by Deeb & Co.

On December 31, 2018, the Acquiror, indirectly through Deeb & Co, acquired 850,000 units (“Units”), each of which is comprised of one Share, together with one Share purchase warrant (a “Warrant”). The Units were offered and purchased at a price of $0.30 per Unit for total consideration of $255,000. Each Warrant entitles the holder, upon the exercise thereof, to purchase one additional Share (a “Warrant Share”) at the price of $0.40 per Warrant Share for a period of 24 months following the date of the issuance of the Warrant. The Units were offered and purchased from the Corporation in connection with the recently completed non-brokered private placement offering of the Corporation. Immediately before the acquisition, the Acquiror, directly and indirectly through Deeb & Co, owned and controlled approximately 626,500 Shares, being approximately 4.7% of the issued and outstanding Shares (based on 13,210,370 Shares issued and outstanding). Of the Shares, 89,000 were held by the Acquiror and 537,500 were held by Deeb & Co. Immediately after the acquisition, the Acquiror, directly and indirectly through Deeb & Co, owned and controlled approximately 1,476,500 Shares, being approximately 10.5% of the issued and outstanding Shares (based on 14,060,370 Shares issued and outstanding). Of the Shares, 89,000 are held by the Acquiror and 1,387,500 are held by Deeb & Co. If Deeb & Co converts all of the Warrants into Warrant Shares, the Acquiror, directly and indirectly through Deeb & Co, could own and control approximately 2,326,500 Shares, being approximately 15.6% of the issued and outstanding Shares (based on 14,910,370 Shares issued and outstanding).

The securities of the Corporation were disposed of and acquired for investment purposes. Depending on market and other conditions, the Acquiror and/or Deeb & Co may, directly or indirectly, acquire ownership or control over additional securities, or options to acquire Shares, through market transactions, private agreements, the Corporation’s stock option plan or otherwise, in accordance with applicable securities legislation. Depending on market and other conditions (and subject to escrow and coattail agreements), the Acquiror and/or Deeb & Co may sell any of the securities which the Acquiror owns or controls or exercise stock options that the Acquiror may receive. The Acquiror and Deeb & Co currently have no other plans or future intentions that relate to, or would result in the matters listed in clauses (a) to (k) of Item 5 of the Early Warning Report. Depending on market conditions, general economic and industry conditions, the Corporation’s business and financial condition and/or other relevant factors, the Acquiror and/or Deeb & Co may develop such plans or intentions in the future.

A copy of the Early Warning Report will appear on the Corporation’s profile on SEDAR or may be obtained upon request by contacting the Acquiror at (416) 862-8651.

The address of the Acquiror is c/o 1800 – 141 Adelaide Street West, Toronto Ontario, M5H 3L5.

 

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