High Hampton Holdings Corp. (CSE:HC, FSE:0HCN) (“High Hampton” or the “Company”) is pleased to announce that, further to its news releases on February 9, February 12 and March 8, 2018, it successfully closed a non-brokered private placement (the “Offering”) of 31,703,565 units of the Company (the “Units”) at a price of $0.60 per Unit (the “Unit Price”) for gross proceeds of approximately $19 million.
David E. Argudo, CEO of High Hampton, commented:
“First and foremost, I would like to thank our shareholders for the overwhelming amount of support and interest we have received for this Offering. It represents a strong vote of confidence for our company and team to deliver on High Hampton’s near and long-term goals. Our strategic plan for 2018 is laid out, and we are now in an excellent financial position to aggressively pursue its execution and create sustainable value for our shareholders.”
Each Unit consists of one common share of the Company (each a “Common Share”) and one Common Share purchase warrant (each a “Warrant”). Each Warrant entitles the holder thereof to purchase one additional Common Share at an exercise price of $0.90 for a period of 24 months following the closing of the Offering.
The Company intends to use the net proceeds to complete phase one of its Coachella development, finance strategic growth opportunities, and for general and corporate purposes.
In connection with the Offering, the Company paid to eligible finders approximately $1,129,286 in cash and issued 1,723,814 non-transferable finder’s warrants (the “Finder’s Warrants”). Each Finder’s Warrant entitles the holder thereof to acquire one Common Share at an exercise price of $0.90 for a period of 24 months following the closing of the Offering.
Five insiders of the Company subscribed for 840,000 units, which constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The issuance to the insider is exempt from the formal valuation and the minority shareholder approval requirements of MI 61-101 as the fair market value of the units issued to or the consideration paid by such person did not exceed 25% of the Company’s market capitalization.
All securities issued in connection with the Offering are subject to a four month holder period expiring July 14, 2018.
None of the securities issued in the Offering will be registered under the United States Securities Act of 1933, as amended (the “1933 Act”), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state where such offer, solicitation, or sale would be unlawful.
About High Hampton Holdings
High Hampton Holdings is a cannabis sector investment company focused on opportunities in California. The Company’s wholly owned subsidiary, CoachellaGro Corp., is a California corporation focused on the development of a 10.8-acre property situated in the proposed cannabis industrial park located in Coachella, California. CoachellaGro is in the application process for a conditional use permit for development of a full-service production facility in order to serve third party state licensed medical marijuana operators. The City of Coachella has been progressive in setting up city ordinance that sets aside over 90 acres within which will be a legal framework for the cultivation, production, extraction and transportation of cannabis. The complex is intended to contain all the necessary; security, infrastructure, equipment, labour and skilled management, supplies and ancillary services for a closed loop production process flow.
High Hampton trades in Canada, ticker symbol HC on the CSE, and in Europe, ticker symbol 0HCN on the FSE. Neither the CSE, nor the FSE has approved nor disapproved the contents of this press release. Neither the CSE, nor the FSE accepts responsibility for the adequacy or accuracy of this release.
Marijuana Industry Involvement
Canadian listings (CSE) will remain in good standing as long as they provide the disclosure that is rightly required by regulators and complying with applicable licensing requirements and the regulatory framework enacted by the applicable state in which they operate. Marijuana is legal in certain states however marijuana remains illegal under US federal law and the approach to enforcement of US federal law against marijuana is subject to change. Shareholders and investors need to be aware that adverse enforcement actions could affect their investments and that High Hampton’s ability to access private and public capital could be affected and or could not be available to support continuing operations.
On behalf of the Board of Directors
High Hampton Holdings Corp.
Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words “could”, “intend”, “expect”, “believe”, “will”, “projected”, “estimated” and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company’s current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this release contains forward-looking information relating to the intention of the parties to complete the Acquisition and certain ancillary transactions contemplated thereby. These transactions are subject to a number of material risks, and there is no assurance that they will be completed on the terms or within the timeframes currently contemplated, or at all. The forward-looking information contained in this press release is made as of the date hereof and the Company is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.
All monetary references herein refer to Canadian dollars unless otherwise specified.