BEVERLY, Mass. and TORONTO, Oct. 02, 2017 (GLOBE NEWSWIRE) -- 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
ir@hamiltonthorne.com
Michael Bruns, Chief Financial Officer
Hamilton Thorne Ltd.
978-921-2050
ir@hamiltonthorne.com
