TORONTO, Nov. 2 /CNW/ -- Hamilton Thorne Ltd. (TSX VENTURE: TTO.P)(the "Company"), formerly Calotto Capital Inc., is pleased to announce that on October 28, 2009 it closed its previously announced Merger between its subsidiary, Calotto Capital USA Corporation and Hamilton Thorne, Inc. The Merger constitutes Calotto's Qualifying Transaction pursuant to the policies of the TSX Venture Exchange Inc. Upon the Exchange's issuance of its Final Exchange Bulletin approving the Qualifying Transaction, the Company will cease to be a CPC, its trading symbol on the Exchange will change to "HTL" and Hamilton Thorne will become a wholly-owned subsidiary of the Company.

The Company will carry on the business of Hamilton Thorne Inc., a leading provider of advanced laser systems and instruments for the stem cell research and fertility clinic markets. Hamilton Thorne's novel miniaturized laser systems facilitate precise microsurgical procedures with stem cells and other living cells in commercial and research laboratories.

"This transaction will provide us with resources to grow the customer base for our established products and to advance our innovative new products to market," said Meg Spencer, Chief Executive Officer of Hamilton Thorne Ltd. "Listing on the TSX Venture Exchange will also provide our Company with access to a larger pool of capital to further advance our commercialization strategy."

"The directors and officers of Calotto are confident that we have achieved our original vision, to complete a Qualifying Transaction with a solid company that has proven management, technology, and the potential for future growth," stated Mr. Dean Gendron, President and CEO, Calotto Capital Inc. "We would like to thank the board, officers and employees of Hamilton Thorne for their efforts throughout this process and look forward to future success with their management and staff."

Concurrently with the Merger, Hamilton Thorne completed financings relating to a Private Placement and debt conversion in the gross amount of $2,200,000 through the issuance of 18,098.655 units in the capital of Hamilton Thorne ("Units") at a price of $121.556 per Unit. Each Unit consisted of one share of common stock and one common share purchase warrant of Hamilton Thorne. Loewen, Ondaatje, McCutcheon Limited acted as sole agent in connection with the issuance of Units and as compensation, received a cash commission of $135,720, which was equal to 8% of the aggregate gross proceeds raised pursuant to the Private Placement and 1,447.892 non-transferable warrants (Broker Warrants), which was equal to 8.0% of the Units sold pursuant to the Private Placement and debt conversion. One Broker Warrant entitles the holder on exercise thereof to purchase one Unit at an exercise price of $121.556 per Unit for a period of 18 months following the closing of the Private Placement.

Pursuant to the Merger, a wholly owned subsidiary of the Company, Calotto Capital USA Corporation, a corporation organized under the Delaware General Corporation Law was merged with and into Hamilton Thorne. Upon completion of the Merger, the Company issued three hundred three and eighty-nine one-hundredths (303.89 Exchange Ratio) common shares, of the Company for each one share of common stock of Hamilton Thorne issued and outstanding immediately prior to the Merger. The outstanding options of Hamilton Thorne were cancelled and the Company granted to each holder thereof options under the Company's 2009 Stock Option Plan based on the Exchange Ratio. The outstanding common share purchase warrants of Hamilton Thorne were cancelled and the Company granted to each holder thereof warrants to purchase a number of common shares of the Company based on the Exchange Ratio with an exercise price per share of $0.60. The outstanding Broker Warrants were cancelled and the Company granted to each holder thereof a warrant to purchase a number of units (Replacement Agent's Units) based on the Exchange Ratio, each unit consisting of one common share of the Company and one common share purchase warrant, with an exercise price of $0.40 per Replacement Agent's Unit.

The Company anticipates that its common shares will commence trading shortly on the Exchange as a Tier 2 issuer under its new trading symbol "HTL".

The Company intends to use the net proceeds from the Private Placement and the Qualifying Transaction to fund its operations and capital expenditures.

The Company's board of directors now consists of Meg Spencer, Diarmaid Douglas-Hamilton, Scott Pearson, Robert Potter, Daniel K. Thorne, Dean Gendron, and Bruno Maruzzo. The Company's management now consists of Meg Spencer as the Chairman and Chief Executive Officer, David Wolf as President, John Freeman as Chief Financial Officer, Diarmaid H.