Hampton Financial Corporation Announces 3rd Quarter Results and Completion of Second Tranche of Non-Brokered Private Placement of Unsecured Convertible

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TORONTO, July 29, 2022 (GLOBE NEWSWIRE) — Hampton Financial Corporation (“Hampton” or the “Corporation”) (TSXV:HFC & HFC.PR.A) is pleased to report its financial performance for the 3rd quarter ended May 31st2022. Revenues for the quarter were $5,157,000 vs $4,504,000 in the 3rd quarter of last year; an increase of 14.5%. Net Income for the period was $370,000 or $0.01 per share compared to $300,000 or $0.01 per share in 2021. EBITDA for the quarter was $668,000 vs $601,000 in the same quarter last year; an increase of 11.0%.

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For the nine-month period ended May 31st2022 Revenues were $14,805,000 vs $11,477,000 in the corresponding period in 2021; an increase of 29.1%. Net income for the nine-month period ended May 31st, 2022 was $1,591,000 or $0.05 per share vs $817,000 or $0.03 per share in the corresponding period in 2021. EBITDA for the nine-month period was $2,494,000 vs $1,735,000 in the corresponding period in 2021; an increase of 43.7%.

“All business lines continue to perform well despite challenging market, and economic, conditions. We continue to exceed last year’s results and are looking forward to the remainder of our fiscal year, as we look to carry our strong year-to-date date performance well into Q4, and beyond,” stated Hampton Executive Chairman & CEO Peter Deeb.

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Hampton is also pleased to announce the closing of the second tranche of a non-brokered private placement of unsecured convertible debentures (the “Debentures”) in the principal amount of $1,300,000. The closing of the second tranche is part of a larger offering of Debentures in the aggregate principal amount of up to CAD$6,000,000 (the “Offering”). 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.

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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 pm (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.

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In connection with the closing of the second tranche of the Offering the Corporation paid a finders’ commission to a registrant consisting of a cash commission of $65,000 together with 102,500 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. The TSXV has issued conditional acceptance of the Offering. The Offering remains subject to receipt of final acceptance by the TSXV.

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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.

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For more information, please contact:

Azmatali Mehrali
Chief Financial Officer
Hampton Financial Corporation
(416) 862-8701


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 “US 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 US person absent registration or pursuant to an available exemption from the registration requirements of the US Securities Act and applicable state securities laws. There will be no public offering of securities in the United States.



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