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Louisa Spencer Announces Acquisition of Shares of Hamilton Thorne Ltd.

^{Published on 2011-09-06 05:26:10 - Market Wire}
 

BEVERLY, MA and TORONTO, Sept. 6, 2011 /CNW/ - Louisa Spencer, an insider of Hamilton Thorne Ltd. (TSXV: HTL) (the "Corporation") and a U.S. accredited investor, has filed an early warning report announcing that, on August 30, 2011, she acquired ownership or control over 2,445,000 common shares (the "Shares") of the Corporation, being approximately 6.63% of the currently issued and outstanding Shares.  The 2,445,000 Shares were acquired in connection with the closing of the first tranche of a non-brokered private placement of Shares (the "Offering") at an offering price of Cdn.$0.20.  Immediately following the Offering, Ms. Spencer directly owns, 6,074,087 Shares or approximately 16.47% of the issued and outstanding Shares, warrants (the "Warrants") to acquire 1,060,000 Shares, exercisable at a price of Cdn.$0.60 per Share, expiring on October 28, 2012, and 10% convertible unsecured subordinate debentures (the "Debentures") in the principal amount of Cdn.$521,700, convertible into Shares as further described below.

Further to a news release dated August 8, 2011, as supplemented on August 25, 2011, the Corporation has offered all holders of Debentures, including Ms. Spencer, the right (the "Conversion Right") to voluntarily convert into Shares all, but not less than all, of the principal amount (the "Principal Amount") of the Debentures held by each such holder, including all interest (the "Interest") accrued thereon, at a conversion price of Cdn.$0.20 per Share, effective September 22, 2011, or such other date as the Corporation and the holder may agree.  The exercise of the Conversion Right remains subject to receipt of all requisite approvals from the TSX Venture Exchange.

In the event Ms. Spencer elects to exercise the Conversion Right effective September 22, 2011, the Principal Amount would convert into 2,608,500 Shares and the Interest would convert into an additional 290,151 Shares.  In such event, and assuming full exercise of the Warrants, Ms. Spencer would hold an aggregate of 10,032,738 Shares, representing 24.56% of the then issued and outstanding Shares (on a fully-diluted basis).

Further information regarding the Offering and the Conversion Right may be found in the press releases issued by the Corporation on August 8, 2011, August 25, 2011 and August 30, 2011, copies of which may be viewed on the Corporation's SEDAR profile at [ www.sedar.com ].

Ms. Spencer acquired the Shares for investment purposes and may from time to time acquire additional common shares either on the open market or through private acquisitions or sell the Shares either on the open market or through private dispositions.  This news release is being issued under the early warning provisions of Canadian provincial securities legislation.

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy for this release.