Hamilton Thorne Announces Conversion of US$300,000 of Outstanding Debentures Into Common Stock

BEVERLY, Mass. and TORONTO, Oct. 02, 2017 -- Hamilton Thorne Ltd. (TSX-V:HTL), a leading global provider of precision instruments, consumables, software and services to the Assisted Reproductive Technologies (ART) and developmental biology research markets, announced today that, effective September 29, 2017, it has reached agreements (the “Conversion Agreements”), to convert its US$300,000 in principal amount of unsecured subordinated debentures originally dated August 29, 2012 (the “Debentures”) to common shares at a conversion price of CDN$0.73 per share, being the closing market price the day before the execution of the Conversion Agreements.  Subject to TSX Venture Exchange approval, a total of 511,642 shares will be issued to the Debenture holders. The shares will be subject to a four-month hold.  Upon issuance of the shares and the payment of all accrued interest, the Debentures will be discharged in full.  The transaction is expected to close no later than October 16, 2017.

“We are pleased with the confidence and support shown by two of our major investors in converting these Debentures into common shares,” said Michael Bruns, Chief Financial Officer of Hamilton Thorne Ltd. “This conversion allows us to reduce our annual interest expense while conserving our cash for potential acquisitions and other activities that will continue to grow our business and increase shareholder value.”

Related Party Transactions

As both Debenture holders are insiders of the Company, the Conversion Agreements constitute a “related party transaction” pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is exempt from the formal valuation requirement of MI 61-101 in connection with the Conversion Agreements 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 Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market or a stock exchange outside of Canada and the United States. Additionally, the Company is exempt from obtaining minority approval in connection with the Conversion Agreements 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 Debentures nor the consideration received in respect thereof from insiders exceeds $2.5 million, (ii) the Company has one or more independent directors in respect of the Conversion Agreements who are not employees of the Company, and (ii) all of the independent directors have approved the Conversion Agreements.

A material change report in respect of the Conversion Agreements will be released less than 21 days before the effective date of the Debenture Amendments as the final details of the Conversion Agreements were not settled until shortly prior to the date of this news release.

About Hamilton Thorne Ltd. (www.hamiltonthorne.com)
Hamilton Thorne is a leading global provider of precision instruments, consumables, software and services that reduce cost, increase productivity, improve results and enable breakthroughs in Assisted Reproductive Technologies (ART) and developmental biology research markets. Hamilton Thorne markets its products and services under the Hamilton Thorne, Gynemed and Embryotech Laboratories brands, through its growing sales force and distributors worldwide. Hamilton Thorne’s customer base consists of fertility clinics, university research centers, animal breeding facilities, pharmaceutical companies, biotechnology companies, and other commercial and academic research establishments.

Neither the TSX 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. 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.

For more information, please contact:

David Wolf, President & CEO                             
Hamilton Thorne Ltd.                            
978-921-2050                                        
[email protected]                           

Michael Bruns, Chief Financial Officer
Hamilton Thorne Ltd.
978-921-2050
[email protected]