Hamilton Thorne Ltd. Announces Completion of Private Placement and Closes
Qualifying Transaction

    
    /THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR
    DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED
    STATES/

    TSX VENTURE: TTO.P
    

TORONTO , Nov. 2 /CNW/ - Hamilton Thorne Ltd. (TSX VENTURE: TTO.P)(the "Company"), formerly Calotto Capital Inc., is pleased to announce that on October 28, 2009 it closed its previously announced Merger between its subsidiary, Calotto Capital USA Corporation and Hamilton Thorne, Inc. The Merger constitutes Calotto's Qualifying Transaction pursuant to the policies of the TSX Venture Exchange Inc. Upon the Exchange's issuance of its Final Exchange Bulletin approving the Qualifying Transaction, the Company will cease to be a CPC, its trading symbol on the Exchange will change to "HTL" and Hamilton Thorne will become a wholly-owned subsidiary of the Company.

The Company will carry on the business of Hamilton Thorne Inc., a leading provider of advanced laser systems and instruments for the stem cell research and fertility clinic markets. Hamilton Thorne's novel miniaturized laser systems facilitate precise microsurgical procedures with stem cells and other living cells in commercial and research laboratories.

"This transaction will provide us with resources to grow the customer base for our established products and to advance our innovative new products to market," said Meg Spencer , Chief Executive Officer of Hamilton Thorne Ltd. "Listing on the TSX Venture Exchange will also provide our Company with access to a larger pool of capital to further advance our commercialization strategy."

"The directors and officers of Calotto are confident that we have achieved our original vision, to complete a Qualifying Transaction with a solid company that has proven management, technology, and the potential for future growth," stated Mr. Dean Gendron , President and CEO, Calotto Capital Inc. "We would like to thank the board, officers and employees of Hamilton Thorne for their efforts throughout this process and look forward to future success with their management and staff."

Concurrently with the Merger, Hamilton Thorne completed financings relating to a Private Placement and debt conversion in the gross amount of $2,200,000 through the issuance of 18,098.655 units in the capital of Hamilton Thorne ("Units") at a price of $121.556 per Unit. Each Unit consisted of one share of common stock and one common share purchase warrant of Hamilton Thorne. Loewen, Ondaatje, McCutcheon Limited acted as sole agent in connection with the issuance of Units and as compensation, received a cash commission of $135,720 , which was equal to 8% of the aggregate gross proceeds raised pursuant to the Private Placement and 1,447.892 non-transferable warrants (Broker Warrants), which was equal to 8.0% of the Units sold pursuant to the Private Placement and debt conversion. One Broker Warrant entitles the holder on exercise thereof to purchase one Unit at an exercise price of $121.556 per Unit for a period of 18 months following the closing of the Private Placement.

Pursuant to the Merger, a wholly owned subsidiary of the Company, Calotto Capital USA Corporation, a corporation organized under the Delaware General Corporation Law was merged with and into Hamilton Thorne. Upon completion of the Merger, the Company issued three hundred three and eighty-nine one-hundredths (303.89 Exchange Ratio) common shares, of the Company for each one share of common stock of Hamilton Thorne issued and outstanding immediately prior to the Merger. The outstanding options of Hamilton Thorne were cancelled and the Company granted to each holder thereof options under the Company's 2009 Stock Option Plan based on the Exchange Ratio. The outstanding common share purchase warrants of Hamilton Thorne were cancelled and the Company granted to each holder thereof warrants to purchase a number of common shares of the Company based on the Exchange Ratio with an exercise price per share of $0.60 . The outstanding Broker Warrants were cancelled and the Company granted to each holder thereof a warrant to purchase a number of units (Replacement Agent's Units) based on the Exchange Ratio, each unit consisting of one common share of the Company and one common share purchase warrant, with an exercise price of $0.40 per Replacement Agent's Unit.

The Company anticipates that its common shares will commence trading shortly on the Exchange as a Tier 2 issuer under its new trading symbol "HTL".

The Company intends to use the net proceeds from the Private Placement and the Qualifying Transaction to fund its operations and capital expenditures.

The Company's board of directors now consists of Meg Spencer , Diarmaid Douglas-Hamilton, Scott Pearson , Robert Potter , Daniel K. Thorne, Dean Gendron , and Bruno Maruzzo. The Company's management now consists of Meg Spencer as the Chairman and Chief Executive Officer, David Wolf as President, John Freeman as Chief Financial Officer, Diarmaid H. Douglas as Corporate Secretary, Robert Potter as Chairman of the Compensation Committee, and Bruno Maruzzo as Chairman of the Audit Committee.

Upon the issuance of the Final Exchange Bulletin, the Company's share capital will be comprised of the following:

    
    -   24,415,157 common shares issued outstanding,
    -   5,500,005 common share purchase warrants outstanding, and
    -   3,719,684 common share stock options reserved for issuance under the
        2009 Stock Option Plan.
    

Of the 24,415,157 common shares issued and outstanding upon the issuance of the Final Exchange Bulletin and the 3,719,684 common share stock options reserved for issuance under the 2009 Stock Option Plan, an aggregate of 15,821,885 securities of the Company are being held in escrow as follows:

    
    -   570,523 common shares of the Company (CPC Escrowed Shares) are
        subject to a capital pool company escrow agreement entered into in
        connection with the formation of Calotto Capital Inc. (CPC Escrow
        Agreement). The CPC Escrowed Shares are held as follows:

                                   TABLE 1

    -------------------------------------------------------------------------
                                             After Giving Effect to the
                                           Qualifying Transaction and the
                                                   Private Placement
    -------------------------------------------------------------------------
       Name and            Designation       Number of         Percentage
    Municipality of         of Class       securities to        of class
     Residence of                           be held in
    Securityholder                            escrow

    -------------------------------------------------------------------------
    Dean Gendron          Common Shares      64,832(1)            0.27%
    Ottawa, Ontario
    -------------------------------------------------------------------------
    Susan G. Tataryn      Common Shares      25,933(1)            0.11%
    Ottawa, Ontario
    -------------------------------------------------------------------------
    Naomi Morisawa        Common Shares      25,933(1)            0.11%
    De Koven
    Ottawa, Ontario
    -------------------------------------------------------------------------
    William J. Dunlop     Common Shares      64,832(1)            0.27%
    Calgary, Alberta
    -------------------------------------------------------------------------
    Jonathan Drake        Common Shares      64,832(1)            0.27%
    Toronto, Ontario
    -------------------------------------------------------------------------
    Bruno Maruzzo         Common Shares      64,832(1)            0.27%
    Toronto, Ontario
    -------------------------------------------------------------------------
    William Ian Palm      Common Shares      25,933(1)            0.11%
    Toronto, Ontario
    -------------------------------------------------------------------------
    Joseph Shannon and    Common Shares      64,832(1)            0.27%
    Vera Shannon
    Calgary, Alberta
    -------------------------------------------------------------------------
    Thomas R. Burnett     Common Shares      25,933(1)            0.11%
    London, Ontario
    -------------------------------------------------------------------------
    Michael Drake         Common Shares      25,933(1)            0.11%
    Toronto, Ontario
    -------------------------------------------------------------------------
    Future Sciences Inc.  Common Shares      51,866(1)            0.21%
    London, Ontario
    -------------------------------------------------------------------------
    Mark Hlady            Common Shares      64,832(1)            0.27%
    Calgary, Alberta
    -------------------------------------------------------------------------

    ---------------------
    Notes
    (1)    Under the terms of the CPC Escrow Agreement, 10% of the CPC
           Escrowed Shares will be released from escrow on the issuance of
           the Final Exchange Bulletin (Initial Release), and an additional
           15% will be released on the dates 6 months, 12 months, 18 months,
           30 months and 36 months following the initial release.

    -   An additional 14,941,090 common shares of the Company and 310,272
        common share stock options (QT Escrowed Securities) are being held in
        escrow pursuant to the terms of an escrow agreement among the
        Company, Computershare Investor Services Inc. and those security
        holders listed in Table 2 below (QT Escrow Agreement). The QT
        Escrowed Securities are held as follows:

                                   TABLE 2

    -------------------------------------------------------------------------
                                             After Giving Effect to the
                                           Qualifying Transaction and the
                                                   Private Placement
    -------------------------------------------------------------------------
       Name and            Designation       Number of         Percentage
    Municipality of         of Class       securities to        of class
     Residence of                           be held in
    Securityholder                            escrow

    -------------------------------------------------------------------------
    Daniel K. Thorne      Common Shares    6,448,242(1)           26.41%
    London, UK
    -------------------------------------------------------------------------
    Star Lake             Common Shares    3,936,288(1)           16.12%
    Bioventures LLC
    Melville, New York
    -------------------------------------------------------------------------
    Louisa Spencer        Common Shares    3,629,087(1)           14.86%
    New York, New York
    -------------------------------------------------------------------------
    Hamilton Equine       Common Shares      927,473(1)            3.80%
    Associates, L.P.
    Beverley,
    Massachusetts
    -------------------------------------------------------------------------
    Robert Potter           Options          193,882(1)            0.79%(2)
    Providence,
    Rhode Island
    -------------------------------------------------------------------------
    Scott Pearson           Options          116,390(1)            0.47%(2)
    Hopkinton,
    Massachusetts
    -------------------------------------------------------------------------

    ---------------------
    Notes
    (1)    The QT Escrowed Securities have been classified as "Surplus
           Securities" and will generally be released from escrow over a
           thirty-six month period as follows: (1) 5% on the date of the
           Final Exchange Bulletin (Initial Release); (2) 5% on the date that
           is six months following the Initial Release; (3) 10% on the date
           that is 12 months following the Initial Release; (4) 10% on the
           date that is 18 months following the Initial Release; (5) 15% on
           the date that is 24 months following the Initial Release; (6) 15%
           on the date that is 30 months following the Initial Release; and
           (7) the remaining 40% on the date that is 36 months following the
           Initial Release.
    (2)    Assuming the full exercise of such options for the underlying
           Common Shares.
    

Additional information concerning the Qualifying Transaction may be found in the Filing Statement dated as of August 31, 2009 , as amended by a Supplement to such Filing Statement dated as of October 22, 2009 prepared in accordance with the requirements of the Exchange in connection with the Qualifying Transaction has been filed with the Exchange and applicable Canadian securities regulators on SEDAR, and is available to be publicly accessed at www.sedar.com.

About Hamilton Thorne Ltd.

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 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.

THIS IS NOT AN OFFER FOR SALE, OR A SOLICITATION OF AN OFFER TO BUY, IN THE UNITED STATES OR TO ANY "U.S. PERSON," AS SUCH TERM IS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. 1933 ACT") OF ANY EQUITY SHARES OR ANY OTHER SECURITIES OF THE COMPANY OR HAMILTON THORNE.

THE COMMON SHARES AND OTHER SECURITIES OF THE COMPANY TO BE ISSUED PURSUANT TO THE QUALIFYING TRANSACTION TO THE SECURITY HOLDERS OF HAMILTON THORNE HAVE NOT BEEN REGISTERED UNER THE U.S. 1933 ACT OR THE LAWS OF ANY STATE OF THE UNITED STATES AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES (OR TO A U.S. PERSON) ABSENT REGISTRATION UNDER THE U.S. 1933 ACT AND/OR ANY APPLICABLE STATE LAWS OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF HTE U.S. 1933 ACT AND/OR AN APPLICABLE STATE LAWS.

    
    The TSX Venture Exchange has not reviewed and does not accept
    responsibility for the adequacy or accuracy of this news release.
    

For further information: Hamilton Thorne Ltd., David Wolf, President, [phone], [email protected]; Ross Marshall, The Equicom Group, [phone] x238, [email protected]