High Hampton Enters into Binding Term Sheet to Acquire Well-Positioned California Cannabis Distribution Team

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES./

Acquisition provides instant access to a major distribution hub in California and further advances consolidation of the California cannabis market

CSE: HC
FSE: 0HCN

TORONTO, May 2, 2018 /CNW/ - High Hampton Holdings Corp. (CSE: HC)(FSE: 0HCN) ("High Hampton" or the "Company") today announced that it has entered into a binding term sheet (the "Term Sheet") with 8 Points Management LLC ("8 Points") and its subsidiary Bravo Distro ("Bravo") to acquire 100% of all of the issued and outstanding shares of both 8 Points and Bravo as an all-share transaction (the "Acquisition"). Bravo is a fast-growing California cannabis distributor founded by the same team who served as the brainchild for one of the first companies in California to receive a permit for medical cannabis wholesale logistics, distribution and transportation.

The Acquisition will provide the following benefits:

• provide High Hampton with immediate access to a major distribution hub in West Sacramento;
• add a team of alcohol distribution veterans and cannabis industry experts to High Hampton's portfolio; and
• lay the foundation for building out a prominent distribution network throughout California for High Hampton's growing portfolio of future cannabis operations.

The Term Sheet stipulates the exchange of 100% of 8 Points' issued and outstanding shares in exchange for 4,200,000 common shares of High Hampton (the "Share Exchange") with the shares being subject to escrow and certain milestone conditions triggering a staggered share release within 24 months following the closing. Pursuant to the terms and conditions of the Term Sheet, High Hampton will also commit up to US$2,000,000 to 8 Points for past debt, product development, marketing, sales and working capital.

High Hampton and 8 Points expect to enter into a definitive agreement on or before June 6th, 2018 subject to a number of conditions, including, but not limited to,completion of the Share Exchange, approval of the Canadian Securities Exchange (the "CSE"), approval of the High Hampton Board of Directors, as well as, completion of due diligence investigations to the satisfaction of each party, there being no material adverse change in the business of High Hampton or 8 Points prior to completion of the Acquisition and other customary closing conditions.

David E. Argudo, CEO of High Hampton, commented:

"Securing distribution is a crucial if not the most important component of a successful business model for the California cannabis market. In 8 Points Management we have found a well-positioned operator that offers a full-service distribution model for our industry that will help us establish access to major distribution hubs in strategic locations throughout California including a prominent location in West Sacramento. Their team is renowned for already starting and operating another highly successful cannabis distribution outlet, and together, we are poised to succeed in building a leading cannabis distributor in California."

Wes Miyake, Vice President of 8 Points, added:

"We are incredibly excited to begin our partnership with High Hampton. The legal cannabis space is a relatively new venture for everybody, and we could not ask for more professional partners who share our exact vision. An organized and accountable distribution company is a necessary factor in the successful future of bringing cannabis products to a global marketplace, for both medical patients and recreational customers. We feel our experienced and versatile executive team at Bravo is perfectly complemented with the creative and leadership group at High Hampton, and we look forward to continuing our journey together."

About 8 Points Managements LLC

8 Points Management LLC serves the cannabis industry with sales, marketing, transportation, and supply chain management services through its subsidiary Bravo Distro LLC.  Bravo's customers include California storefront dispensaries, delivery services, and chain stores, as well as non-retail accounts of cannabis such as manufacturers, cultivators, and the emerging CBD medical market of clinics, universities, research, veterinary, and other sciences with an expanding customer base.  Collaborating with state agencies, taxation councils, and legislators, Bravo represents distribution done right – where everyone wins! Bravo enters the market as one of the most viable distribution options with statewide sales, marketing, delivery fleet, compliance measures, technology driven, and most importantly, an incredibly talented team assembled of industry experts and resources. 

About High Hampton Holdings Corp.

High Hampton Holdings Corp. 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.

Social Media

Facebook: facebook.com/highhampton
Twitter: twitter.com/highhamptonHC
LinkedIn: linkedin.com/HighHampton

Stock Exchanges

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.

8 Wellington St. E. Mezzanine Level | Toronto, On | M5E 1C5 | www.HighHampton.com; David E. Argudo, Chief Executive Officer, Email: [email protected], Phone: [phone].CALI; Or Christian Scovenna, Director & VP Corporate Finance, Email: [email protected], Phone: [phone].CALI