HTL Hamilton Thorne Inc

BEVERLY, MA and TORONTO, ON, May 22, 2012 /CNW/ - Louisa Spencer, an insider of Hamilton Thorne Ltd. (the "Corporation"), has filed an early warning report announcing that, on May 16, 2012, she acquired ownership or control over 2,226,444 units (each, a "Unit") of the Corporation.  Such Units were acquired in connection with the closing of the first tranche of a non-brokered private placement of Units (the "Offering") at an offering price of $0.1125 per Unit.  Each Unit is comprised of one common share of the Corporation (a "Share") and one-half of one common share purchase warrant (each whole warrant, a "Warrant").  Each Warrant entitles the holder thereof to acquire one additional Share at an exercise price of $0.16875 per Share for a period of 12 months from the date of issuance.  The 2,226,444 Shares underlying the Units acquired by Ms. Spencer represent approximately 4.40% of the currently issued and outstanding Shares. Immediately following the Offering, Ms. Spencer directly and indirectly owns (i) 11,611,506 Shares or approximately 22.94% of the issued and outstanding Shares, and (ii) Warrants to acquire 2,173,222 Shares.  Of these, 1,060,000 Warrants are exercisable to acquire additional Shares at an exercise price of $0.60 per Share until October 28, 2012. The remaining 1,113,222 Warrants are exercisable to acquire additional Shares at an exercise price of $0.16875 per Share until May 16, 2013. Assuming full exercise of the Warrants, Ms. Spencer would hold an aggregate of 13,784,728 Shares, representing 26.11% of the currently issued and outstanding Shares (on a fully-diluted basis). The 11,611,506 Shares owned by Ms. Spencer, directly or indirectly, consist of (a) 11,387,871 Shares held directly by Ms. Spencer, and (b) 223,635 Shares held by Hamilton Equine Associates L.P. (in respect of which Ms. Spencer holds a beneficial interest, but does not exercise voting rights or control and direction over disposal rights) Further information regarding the Offering may be found in the press releases issued by the Corporation on April 23, 2012 and May 16, 2012, respectively, copies of which may be viewed on the Corporation's SEDAR profile at www.sedar.com. The Units were acquired for investment purposes. Ms. Spencer has a long-term view of the investment and does not intend at this time to acquire additional securities of the Corporation, but may acquire additional securities of the Corporation either on the open market or through private acquisitions or sell securities of the Corporation either on the open market or through private dispositions in the future depending on market conditions, reformulation of plans and/or other relevant factors. 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. Hamilton Thorne Ltd. CONTACT: Hamilton Thorne Ltd., David Wolf - President and Chief ExecutiveOfficer, Telephone 978 921-2050

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