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TORONTO, Feb. 9, 2018 /CNW/ - High Hampton Holdings Corp. (CSE: HC)(FSE: 0HCN) ("High Hampton" or the "Company") today announced its intention to complete a non-brokered private placement (the "Offering") for gross proceeds of up to CDN $7,500,000.
Pursuant to the Offering, High Hampton intends to issue up to 12,500,000 units of the Company (the "Units") at a price of $0.60 per Unit. Each Unit will consist of one common share of the Company (each a "Common Share") and one Common Share purchase warrant (each a "Warrant"). Each Warrant shall entitle 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 completion of the Offering is subject to regulatory approval.
The Offering will be conducted under available exemptions from prospectus requirements of applicable securities legislation and participation in the Offering will be available to existing shareholders in qualifying jurisdictions in Canada in accordance with the provisions of British Columbia Instrument 45-534 (and in similar instruments in other Provinces of Canada) (the "Existing Shareholder Exemption"). The Company has set February 8, 2018 as the record date for the purpose of determining shareholders entitled to participate in the Offering in reliance on the Existing Shareholder Exemption. Qualifying shareholders who wish to participate in the Offering should contact the Company at the contact information set forth below. If the Offering is over subscribed for, Units will be allocated pro-rata amongst all subscribers.
There is no minimum offering size for the Offering and the maximum number of Units proposed to be issued is 12,500,000 Units for gross proceeds of $7,500,000. The Company intends to use net proceeds of the Offering as follows: up to $6,000,000 to complete phase one of its Coachella development, up to $725,000 towards finance strategic growth opportunities, and up to $250,000 for general and corporate purposes. The intended use of proceeds may vary based upon a number of factors. A commission of 7% cash and 7% finder's warrants may be payable in connection with this Offering.
The decision to raise funds was made as the Company nears the award of its conditional use permit ("CUP") for its wholly-owned CoachellaGro operation and plans to begin construction of the greenhouse facility as soon as possible thereafter. High Hampton has received comments from Coachella city staff regarding the design of this facility. The comments were minor and did not have any significant effect on the engineering plans. High Hampton is encouraged by this and expects to appear before the city's planning commision within 45 days before the application proceeds to City Council for final approval.
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.
SOURCE High Hampton Holdings Corp.
For further information: 8 Wellington St. E. Mezzanine Level | Toronto, On | M5E 1C5 | www.HighHampton.com; David E. Argudo, Chief Executive Officer, Email: firstname.lastname@example.org; Christian Scovenna, Director & VP Corporate Finance, Email: christian@HighHampton.com, Phone: 416.453.4708