Calotto Capital Inc.
TSX VENTURE : TTO.P

September 03, 2009 16:08 ET

Calotto Capital Inc. Announces Results of Special Shareholders Meeting

TORONTO, ONTARIO--(Marketwire - Sept. 3, 2009) -

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

Calotto Capital Inc. (the "Company") (TSX VENTURE:TTO.P), a capital pool company traded on the TSX Venture Exchange Inc., is pleased to announce the results of its special shareholders meeting held today. 29 shareholders representing 4,035,000 or 18.17% of the total issued and outstanding common shares were present in person or represented by proxy and entitled to vote at the special shareholders meeting.

The Company has received the approval of holders of a requisite number of its common shares: (a) to elect the new directors of the Company (100.00%); (b) to change the auditors of the Company to BDO Seidman, LLP and to set their remuneration (94.00%); (c) to amend the articles of the Company so as to change the name of the Company to "Hamilton Thorne Ltd." or such other name as may be approved by the board of directors of the Company in their discretion (100.00%); (d) to amend the articles of the Company so as to consolidate the issued and outstanding common shares of the Company on the basis of one common share for every 7.712255 common shares issued and outstanding (93.70%); (e) to approve the 2009 Stock Option Plan (92.59%); and (f) to approve By-Law No. 3, being a By-law to Amend Certain Paragraphs of By-law No. 1 (93.70%). In each case, such changes shall take effect on or immediately prior to the closing of the Company's Qualifying Transaction with Hamilton Thorne, Inc., as applicable.

Further information regarding the Company's Qualifying Transaction with Hamilton Thorne, Inc. is available on www.SEDAR.com.

COMPLETION OF THE TRANSACTION IS SUBJECT TO A NUMBER OF CONDITIONS, INCLUDING BUT NOT LIMITED TO, FINAL EXCHANGE ACCEPTANCE. THERE CAN BE NO ASSURANCE THAT THE TRANSACTION WILL BE COMPLETED AS PROPOSED OR AT ALL. INVESTORS ARE CAUTIONED THAT, EXCEPT AS DISCLOSED IN THE FILING STATEMENT PREPARED IN CONNECTION WITH THE QT, ANY INFORMATION RELEASED OR RECEIVED WITH RESPECT TO THE QT MAY NOT BE ACCURATE OR COMPLETE AND SHOULD NOT BE RELIED UPON. INVESTORS ARE CAUTIONED THAT TRADING IN THE SECURITIES OF A CAPITAL POOL COMPANY SHOULD BE CONSIDERED HIGHLY SPECULATIVE.

CALOTTO CAPITAL INC. IS A CAPITAL POOL COMPANY GOVERNED BY THE POLICIES OF THE EXCHANGE. ITS PRINCIPAL BUSINESS IS THE IDENTIFICATION AND EVALUATION OF ASSETS OR BUSINESSES WITH A VIEW TO COMPLETING A QUALIFYING TRANSACTION.

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, INC.

THE COMMON SHARES AND OTHER SECURITIES OF THE COMPANY TO BE ISSUED PURSUANT TO THE QT TO THE SECURITY HOLDERS OF HAMILTON THORNE HAVE NOT BEEN REGISTERED UNDER 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 THE U.S. 1933 ACT AND/OR AN APPLICABLE STATE LAWS.

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.

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