HAMILTON THORNE ANNOUNCES PRIVATE PLACEMENT UNIT OFFERING OF UP TO APPROXIMATELY US$750,000
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BEVERLY, MA and TORONTO, Ontario – April 23, 2012 - Hamilton Thorne Ltd. (TSX-V: HTL) (“Hamilton Thorne” or the “Company”), a leading provider of precision laser devices and advanced image analysis systems for the fertility, stem cell and developmental biology research markets, today announced that it is proposing to issue, on a non-brokered private placement basis, an aggregate of up to approximately 6,666,667 Units (“Units) at an offering price of CDN$0.1125 per Unit for aggregate gross proceeds of up to approximately US$750,000 (subject to increase at the discretion of the board of directors) (the “Offering”). Each Unit will consist of one common share (each, a “Common Share”) of the Company and one-half (1/2) common share purchase warrant (each, a “Warrant”). Each Warrant will provide the holder the right to purchase a Common Share at CDN$0.16875 for a period of twelve months following the closing.
The Company anticipates that up to approximately 4,000,000 Units representing gross proceeds of up to approximately US$450,000 will be issued to insiders of the Company. The Offering is subject to the approval of the TSX Venture Exchange (“TSX-V”) and is expected to close in mid- May 2012. The Company may pay finder’s fees to certain third parties in accordance with the policies of the TSX-V for introducing qualified subscribers to the Company under the private placement. The Company intends to use the net proceeds of the Offering to provide working capital to support its operations and future growth.
“Hamilton Thorne had achieved strong growth in 2011, particularly in our laser systems business with the successful launch of our new LYKOS™ laser,” said David Wolf, Chief Executive Officer of Hamilton Thorne. “This capital infusion will facilitate our continued investment in key markets, and enable us to continue to grow on our current path towards profitability.”
The Company also announced that its board of directors has approved an amendment to the 2009 stock option plan (the “Plan”) of the Company to increase the number of common shares of the Company reserved for issuance under the Plan from 4,800,000 to 9,300,000 (representing approximately 19.95% of the currently issued and outstanding common shares of the Company). This amendment remains subject to shareholder approval and the approval of the TSX-V.
Related Party Transactions
Pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), the previously announced insider private placement subscriptions are a “related party transaction.” The Company is exempt from the formal valuation requirement of MI 61-101 in connection with the private placement 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 TSX Venture Exchange, the New York Stock Exchange, the American Stock Exchange, the NASDAQ stock market or any other stock exchange outside of Canada and the United States. Additionally, the Company is exempt from obtaining minority shareholder approval in connection with the private placement in reliance on section 5.7(1)(b) of MI 61-101 as, in addition to the foregoing, (i) neither the fair market value of the Common Shares nor the consideration received in respect thereof from insiders exceeds CDN$2.5 million, (ii) the Company has one or more independent directors in respect of the private placement who are not employees of the Company, and (iii) all of the independent directors have approved the private placement.
As the Company expects the Offering to be completed in mid-May 2012, there may be less than 21 days between the date of filing of its material change report in respect of the Offering and the completion date of the Offering. The Company considers this is reasonable and necessary in order to address the Company’s immediate funding requirements and corporate operations.
About Hamilton Thorne Ltd. (www.hamiltonthorne.com)
Hamilton Thorne designs, manufactures and distributes precision laser devices and advanced image analysis systems for the fertility, stem cell and development biology research markets. It provides novel solutions for Life Science that reduce cost, increase productivity, improve results and enable research breakthroughs in regenerative medicine, stem cell research and fertility markets. Hamilton Thorne's laser products attach to standard inverted microscopes and operate as robotic micro-surgeons, enabling a wide array of scientific applications and IVF procedures. Its image analysis systems improve outcomes in human IVF clinics and animal breeding facilities and provide high-end toxicology analyses.
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, MIT, Yale, McGill, DuPont, Monsanto, Charles River Labs, Jackson Labs, Merck, Novartis, Pfizer, and Oxford 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 including the risk that the Company may not be able to obtain the necessary regulatory and shareholder approvals, as applicable. 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.