Calotto Capital Inc.
TSX VENTURE : TTO.P

June 02, 2009 16:21 ET

Calotto Capital Announces Details of Private Placement for Proposed Qualifying Transaction With Hamilton Thorne, Inc.

TORONTO, ONTARIO--(Marketwire - June 2, 2009) -

NOT FOR DISTRIBUTION IN THE UNITED STATES OR THROUGH UNITED STATES WIRE SERVICES.

Calotto Capital Inc. ("Calotto") (TSX VENTURE:TTO.P) is pleased to announce that its merger candidate, Hamilton Thorne, Inc. ("Hamilton Thorne") has engaged Loewen, Ondaatje, McCutcheon Limited (the "Agent") as exclusive agent to market, on a best efforts agency basis, a brokered private placement of up to 2,666,666 units of Hamilton Thorne (the "Units") at CDN $0.75 per Unit, for aggregate gross proceeds of up to approximately CDN $2.0 million (the "Offering"). The private placement is to be closed concurrently with the proposed qualifying transaction between Calotto and Hamilton Thorne announced on May 29, 2009. The Agent has also been granted an option to increase the size of the Offering to a maximum of CDN $2.5 million and sell, on Hamilton Thorne's behalf, approximately 670,000 additional Units.

Each Unit will be comprised of one (1) common share of the Company and one (1) common share purchase warrant, with each warrant entitling the holder to purchase one (1) common share of the Company at an exercise price of CDN $1.125 per share for a period of 18 months following the closing of the Offering.

Hamilton Thorne, Inc. is a leading provider of advanced laser systems and instruments for in-vitro cell applications in the stem cell research and fertility clinic markets. The net proceeds from the Offering will be used to fund future growth and for working capital purposes.

The Company will pay the Agent a commission of 8% cash and will issue to the Agent that number of broker warrants (the "Broker Warrants") as is equal to 8% of the number of Units sold. Each Broker's Warrant will be exercisable to acquire a Unit for a period of 18 months at a price of CDN $1.125.

The completion of the Offering is dependent on the approval of third parties, including regulatory approval of the TSX Venture Exchange and appropriate Board and lender approval, and is therefore beyond the reasonable control of Calotto, Hamilton Thorne or any other parties which are non-arm's length to either company. The completion of the Offering is also subject to a number of other conditions including the satisfactory completion of the agent's due diligence and execution of formal documentation including an agency agreement between the Agent and Hamilton Thorne.

Investors are cautioned that trading in the securities of a capital pool company should be considered to be 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. This press release contains certain forward-looking statements that reflect the current views and/or expectations of Calotto Capital Inc. with respect to performance, business and future events. Such statements are subject to a number of risks, uncertainties and assumptions. Actual results and events may vary significantly from those disclosed herein. Investors are cautioned not to rely on these forward-looking statements. The forward-looking statements contained in this news release are made as of the date of this new release, and Calotto Capital Inc. does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities laws.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. Neither the TSX Venture Exchange nor its regulation services provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

Contact Information

  • Calotto Capital Inc.
    Mr. Dean Gendron
    CEO
    (613) 769-0453