High Hampton Holdings Corp. (CSE:HC) (FSE: 0HCN) (“High Hampton” or the “Company”) announces the implementation of a restricted share unit plan (the “RSU Plan”), fixed stock option plan, and grant of an aggregate of 2,550,000 restricted share units pursuant to the RSU Plan (each, an “RSU”).
In order to further align the interests of the Company’s senior executives, key employees, consultants and directors with those of the shareholders of the Company, the Board of Directors has approved the implementation of the RSU Plan, subject to receipt of final approval by the Canadian Securities Exchange (the “Exchange”) and ratification by the Company’s shareholders at the next annual meeting thereof. Under the RSU Plan, eligible persons may (at the discretion of the Board) be allocated a number of RSUs as the Board deems appropriate, with vesting provisions also to be determined by the Board, subject to a maximum vesting term of three (3) years from the end of the calendar year in which RSUs were granted. Upon vesting, eligible participants shall be entitled to a cash payment equal to the number of RSUs granted, multiplied by the fair market value of the Company’s common shares on the redemption date. The Company shall also have the option (at the discretion of the Board) to settle amounts owing to eligible persons via the issuance of common shares of the Company.
The maximum number of RSUs issuable under the RSU Plan is fixed at 2,679,868 (being 10% of the issued and outstanding common shares as of today’s date), provided however that at no time may the number of RSUs issuable under the RSU Plan, together with the number of common shares issuable under options that are outstanding under the Company’s Stock Option Plan, exceed 20% of the issued and outstanding common shares as at the date of a grant under the RSU Plan or the Stock Option Plan, as the case may be.
Further details regarding the RSU Plan and all awards made thereunder will be set out in the management information circular and proxy statement of the Company that will be delivered to shareholders in respect of the Company’s next annual meeting of shareholders. A copy of the RSU Plan will also be available under the Company’s corporate profile at www.sedar.com.
The Company has granted an aggregate of 2,550,000 RSUs to the Company’s senior executives, key employees, consultants and directors, the Chairman of the Board, and to the Chief Executive Officer of the Company with vesting occurring on the date that is three (3) years from the date of grant, being September December 1, 2020. All of the RSUs (and any common shares issuable upon redemption) will be subject to applicable securities law hold periods.
Fixed Stock Option Plan
The Company’s board of directors has approved a new “fixed 10%” stock option plan (the “Fixed Plan”) subject to approval of the Company’s shareholders and the Exchange.
The Fixed Plan will replace the Company’s “rolling” stock option plan. The Fixed Plan allows the board of directors to grant up to an aggregate of 2,679,868 stock options of the Company to encourage equity participation among senior officers, employees, consultants and directors through the acquisition of Common shares of the Company. The Fixed Plan will enable the Company to attract and retain highly qualified personnel in an increasingly competitive marketplace. The Company has options currently outstanding under its previous stock option plan which will be rolled into and be governed by the Fixed Plan.
The New Plan will be submitted to the Company’s shareholders for approval at its 2017 annual meeting of shareholders. Any stock options granted pursuant to the New Plan after the date hereof and prior to shareholder approval will also be subject to, and will not be exercisable until disinterested shareholder approval has been obtained. If such approval is not obtained, the stock options granted under the New Plan will terminate.
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 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.
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