Louisa Spencer - Press Release

TORONTO, Aug. 24 /CNW/ - Louisa Spencer (the "Securityholder"), a U.S. accredited investor, has filed an early warning report advising of the purchase completed on August 13, 2010, of a 10% convertible unsecured subordinate debenture (the "Debenture") issued by Hamilton Thorne Ltd. (the "Issuer") maturing in 24 months in the principal amount of US$500,000, denominated in Canadian dollars, being Cdn.$521,700.  The 10% per annum simple interest payment is to be accrued and paid only upon the earlier of maturity or conversion of the Debenture. 

At maturity, the Debenture is convertible into common shares of the Issuer (the "Common Shares") at a 20% discount to the then volume weighted average market price of the Common Shares, with a minimum conversion price of $0.20 per Common Share and a maximum conversion price of $0.60 per Common Share.  The Debentures stipulate that subject to the foregoing, if the Corporation completes an equity offering from an arm's length party(ies) in excess of gross proceeds of $1.5 million (the "Equity Offering"), the Debentures are convertible with a 10% discount to the Equity Offering price if the Equity Offering is completed within 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.

Immediately after this transaction, the Securityholder owns 3,629,087 Common Shares or approximately 14.86% of the outstanding Common Shares, warrants to acquire 1,060,000 Common Shares, exercisable at $0.60 per share, expiring April 2, 2011 and the Debenture.  The Debenture was acquired for investment purposes.  The Securityholder has a long-term view of her investment in the Issuer and does not intend to acquire additional Common Shares (unless the Debenture is required to be converted in accordance its terms) but may acquire additional Common Shares in the future depending on market conditions, reformulation of plans and/or other relevant factors.

This news release is being issued under the early warning provisions of Canadian provincial securities legislation.


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