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Hampton Financial Corporation

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Hampton Financial Corporation Announces Filing of Preliminary Prospectus for Offering of Units

(via TheNewswire)

Toronto, Ontario / TheNewswire / March 10 2017 - Hampton Financial Corporation ("Hampton" or the "Corporation") (TSXV:HFC) is pleased to announce that it has obtained a receipt for its preliminary long form prospectus (the "Prospectus") in Ontario, British Columbia, Alberta and Nova Scotia, in connection with a proposed offering of up to 2,000,000 units ("Units") to be issued at a price of CAD$10.00 per Unit for total gross proceeds of CAD$20,000,000 (the "Offering"). No minimum amount of funds is required to be raised under the Offering.

Each Unit will consist of one class A preferred share in the capital of the Corporation (each, a "Preferred Share") and one subordinate voting share purchase warrant (each, a "Warrant"). Each Warrant will entitle the holder, upon the exercise thereof, to purchase one subordinate voting share in the capital of the Corporation (each, a "Warrant Share") at the price of CAD$1.00 per Warrant Share for a period of 60 months following the date of closing of the Offering.

The Preferred Shares will earn a fixed cumulative dividend of 8% per annum, payable quarterly, will be non-voting, non-callable and will be redeemed by the Corporation at the end of the first quarter following the fifth anniversary of their issuance.

The Offering will be conducted on a reasonable efforts basis by M Partners Inc. (the "Agent"). The Agent will receive a commission of 5% of the aggregate gross proceeds of the Offering.

The Corporation has also granted the Agent an option to offer for sale additional Units to cover over-allotments, if any, and for market stabilization purposes (the "Over-Allotment Option"), which will allow the Agent to arrange for purchasers to acquire up to an additional 15% of the number of Units initially sold under the Offering. The Over-Allotment Option will be exercisable, in whole or in part, at any time until the 30th day following the date of closing of the Offering.

Hampton has applied to list the Preferred Shares and the Warrant Shares on the TSX Venture Exchange ("TSXV"). Listing is subject to Hampton fulfilling all of the listing requirements of the TSXV.

Net proceeds from the Offering will be used by the Corporation to expand the proprietary investment activities of the Corporation, increase the Corporation's regulatory capital and for working capital purposes.

A copy of the Prospectus, which contains important information relating to the Offering and the Units, and remains subject to completion or amendment, is available on SEDAR at www.sedar.com, under Hampton's profile. There will not be any sale or any acceptance of an offer to buy the Units until a receipt for the final long form prospectus has been issued.

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 offered pursuant to the Prospectus 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.

The Offering is subject to regulatory approval, including that of the TSXV.

The Corporation, through its wholly-owned subsidiary, Hampton Securities Limited ("HSL"), 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, Nova Scotia, Northwest Territories, Ontario and Quebec. The subordinate voting shares of Hampton are listed on the TSXV under the symbol "HFC".

For more information, please contact:
Peter Deeb, CEO
(416) 862-7800

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.


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