Dominion General Investment Corporation
TSX VENTURE : DGA.P

December 15, 2015 17:24 ET

Dominion General Investment Corporation Provides Update on Proposed Qualifying Transaction With Hampton Equity Partners Limited

TORONTO, ONTARIO--(Marketwired - Dec. 15, 2015) - Dominion General Investment Corporation ("Dominion") (TSX VENTURE:DGA.P), a capital pool company as defined under Policy 2.4 of the TSX Venture Exchange (the "TSXV"), today announced that all matters set out in the management information circular dated September 28, 2015 (the "Circular") for the 2015 Annual and Special Meeting of Shareholders held on October 27, 2015 (the "Meeting"), including matters related to the completion of the proposed qualifying transaction (the "Proposed Transaction") with Hampton Equity Partners Limited ("HEPL"), previously disclosed on July 31, 2015, were approved by shareholders.

At the Meeting shareholders elected the current directors of the Corporation (the "Current Board"), namely, Anton Konovalov, Steven Mintz, Leo D'Elia and Robbie Grossman, to serve as directors of Dominion until the earlier of the next meeting of shareholders and the completion of the Proposed Transaction. Shareholders also (i) reappointed Schwartz Levitsky Feldman LLP, Dominion's current auditor, to hold office until the earlier of the next meeting of shareholders and the completion of the Proposed Transaction, and (ii) approved the existing stock option plan of Dominion.

Pursuant to the Proposed Transaction, shareholders also approved:

  1. the election of each of Peter M. Deeb, John H. Sununu, Robert Sherman and Kenneth Lipson as directors of Dominion upon the completion of the Proposed Transaction;
  2. the appointment of Deloitte LLP, Chartered Accountants, upon the completion of the Proposed Transaction;
  3. a special resolution amending the articles of Dominion to change the name of Dominion to "Hampton Financial Corporation" or such other name as the directors deem appropriate, pursuant to the Proposed Transaction, if and when completed;
  4. a special resolution amending the articles of Dominion to: (A) create a new class of an unlimited number of Multiple Voting Shares and a new class of an unlimited number of Subordinate Voting Shares, each having such rights and restrictions set out in Schedule "B" to the Circular; and (B) re-designate each outstanding common share of Dominion into one Subordinate Voting Share, in connection with the Proposed Transaction, all as more fully described in the Circular;
  5. an ordinary resolution approving the issuance of Multiple Voting Shares to the holders of Class A common shares of HEPL pursuant to the Proposed Transaction, if and when completed; and
  6. an ordinary resolution approving and ratifying an amended and restated stock option plan to replace the existing stock option plan of Dominion upon completion of the Proposed Transaction, if and when completed.

Each of the matters voted upon at the Meeting is discussed in detail in the Circular, which can be found on
Dominion's SEDAR profile at www.sedar.com.

Dominion and HEPL continue to work towards TSXV approval of the Proposed Transaction and the execution of a definitive agreement. A comprehensive press release with further particulars relating to the Proposed Transaction will follow in accordance with the policies of the TSXV.

Cautionary Statements

Completion of the Proposed Transaction is subject to a number of conditions including, but not limited to: completion of satisfactory due diligence; execution of a definitive agreement in respect of the Proposed Transaction; receipt of regulatory approvals; acceptance of the Proposed Transaction as Dominion's Qualifying Transaction by the TSXV; receipt of approval for the listing of the Subordinate Voting Shares on the TSXV; and shareholders of each of Dominion and HEPL approving the Proposed Transaction and/or other actions necessary to complete the Proposed Transaction. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in securities of a capital pool company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the Proposed Transaction and has neither 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.

Notice on forward-looking statements

This release includes forward-looking statements regarding Dominion, HEPL and their respective businesses, as well as forward-looking statements regarding the Proposed Transaction. Such statements are based on the current expectations and views of future events of the management of each entity, respectively, and are based on assumptions and subject to risks and uncertainties. Although the management of each entity believes that the assumptions underlying the statements relevant to its business are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this release, including completion of the Proposed Transaction (and the proposed terms upon which each is proposed to be completed) and the ability of HEPL to execute on its business plan, may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding the technology industry, market conditions, economic factors, HEPL's management's ability to manage and to operate the business and the equity markets generally. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Dominion undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

Contact Information

  • Dominion General Investment Corporation
    Robbie Grossman
    Corporate Secretary
    (416) 865-7209

    Hampton Equity Partners Limited
    Peter Deeb
    Chief Executive Officer
    (416) 862-8651