/NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWS WIRES/
TSX VENTURE: HTL
TORONTO, Aug. 16 /CNW/ - Hamilton Thorne Ltd. (TSX-V: HTL), a leading provider of advanced laser systems and instruments for the stem cell research and fertility clinic markets, today announced that it has accepted additional subscriptions for 10% convertible unsecured subordinate debentures ("Debentures") in the aggregate principal amount of US$750,000 from an existing institutional shareholder of Hamilton Thorne. On July 15, 2010, the Company announced the sale of up to US$750,000 of Debentures, including US$500,000 sold to a company insider. In response to investor demand, the Company's Board of Directors increased the total aggregate amount of Debentures sold to US$1,250,000 and the offering is now closed. LOM BioQuest Life Sciences Corporation acted as financial advisor to the Company. The net proceeds from the sale of the Debentures will be used for general working capital purposes and to accelerate the development of Hamilton Thorne's laser poration system.
The Debentures will be issued in Canadian denomination. The 10% per annum simple interest payable on the Debentures is to be accrued and paid only upon the earlier of maturity or conversion of the Debentures. The Debentures mature 24 months from the date of issue. The private placement is subject to acceptance by the TSX Venture Exchange.
"The additional resources gained from this transaction demonstrate the strong commitment on the part of our current investors and their belief that Hamilton Thorne will continue to expand its footprint in the growing fields of stem cell research and regenerative medicine," said Meg Spencer, Chief Executive Officer of Hamilton Thorne. "With greater financial flexibility, our sales and marketing efforts have the necessary runway to continue to grow sales, while at the same time dedicating new resources to product development of our laser poration system for stem cell research."
At maturity, the Debentures will convert at a 20% discount to its then volume weighted average market price, with a minimum conversion price of $0.20 per share and a maximum conversion price of $0.60 per share. The Debentures stipulate that, subject to the foregoing, in the event Hamilton Thorne completes an equity offering for gross process of at least $1,500,000 (an "Equity Offering"), the Debentures will automatically convert, with a 10% discount to the Equity Offering price if the Equity Offering is completed in the first year of the Debenture and a 20% discount to the Equity Offering price if the Equity Offering is completed in the second year.
LOM BioQuest Life Sciences Corporation will receive a cash finder's fee of US$52,500 of Debentures and 105,000 finder's warrants each warrant exercisable for one common share at an exercise price of $0.50, for a period of 24 months from the closing date of the offering. All securities issued in this transaction, including securities into which they may be converted into, and warrants issued to LOM BioQuest Life Sciences Corporation as part of their compensation, will be subject to a four month hold period.
Pursuant to Multilateral Instrument 61-101 ("MI 61-101"), the previously announced insider subscription is a "related party transaction". The Company is exempt from the formal valuation requirement of MI 61-101 in connection with the insider subscription in reliance on section 5.5(b) of MI 61-101 as no securities of the Company are listed or quoted for trading on the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market or a stock exchange outside of Canada and the United States. Additionally, the Company is exempt from obtaining minority shareholder approval in connection with the insider subscription in reliance on section 5.7(1)(a) of MI 61-101 as the fair market value of the insider subscription does not exceed 25% of the Company's market capitalization.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About Hamilton Thorne Ltd. (www.hamiltonthorne.com)
Hamilton Thorne's advanced laser systems and instruments are rapidly emerging as the dominant products to facilitate precise procedures in the stem cell research and fertility clinic markets. Hamilton Thorne's lead products, the ZILOS-tk and XYClone laser systems, attach to standard inverted microscopes and operate as robotic micro-surgeons, significantly reducing time and increasing efficiency in key in-vitro fertilization, stem cell, embryo, reproductive toxicology, and living cell procedures.
Hamilton Thorne's growing customer base includes pharmaceutical companies, biotechnology companies, fertility clinics, university research centers, and other commercial and academic research establishments worldwide. Current customers include world-leading research labs such as Harvard University, MIT, Yale, DuPont, Monsanto, Charles River Labs, Jackson Labs, Merck, Novartis, Pfizer, Oxford University, and Cambridge.
Neither the Toronto Venture Exchange, nor its regulation services provider (as that term is defined in the policies of the exchange), accepts responsibility for the adequacy or accuracy of this release.
Certain information in this press release may contain forward-looking statements. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. The Company assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements unless and until required by securities laws applicable to the Company. Additional information identifying risks and uncertainties is contained in filings by the Company with the Canadian securities regulators, which filings are available at www.sedar.com.
SOURCE Hamilton Thorne Ltd.
For further information: For further information: David Wolf, President, Hamilton Thorne Ltd., 978-299-1715, email@example.com; Ross Marshall, The Equicom Group, 416.815.0700 x238, firstname.lastname@example.org