Hamilton Thorne Announces the Acquisition of Gynemed GmbH & Co. KG and Related Financing Transactions - Seite 3

The seller was advised by Dr. Claus Michelfelder of CMC Medical AG.

Concurrent Financing Details

The aggregate cash component of this transaction was financed with the Company's cash on hand, an expanded secured credit facility from our existing senior lender Middlesex Savings Bank and through brokered and non-brokered private placements of common shares of Hamilton Thorne ("Offered Shares) at a price of C$0.54 per Offered Share for aggregate gross proceeds of C$12.5 million (approximately US$9.2 million) (the "Private Placement"). The expanded credit facility includes a new term loan of US$4.0 million (the "Term Loan"). The Term Loan bears interest at a rate of 4.49% per annum, amortizes over the life of the loan, and matures five years from the closing date. This Term Loan augments Hamilton Thorne's existing US$5.5 million term loan put in place to finance the acquisition of Embryotech Laboratories, Inc. (approximately US$5.0 of which is currently outstanding) and the Company's US$2.5 million line of credit (approximately US$1.3 million of which was outstanding as of closing).

The Private Placement included the issuance of an aggregate of 15,774,068 Offered Shares (approximately C$8.5 million) on a best efforts agency basis (the "Brokered Private Placement") and an aggregate of 7,374,073 Offered Shares (approximately C$4.0 million) on a non-brokered basis (the "Concurrent Private Placement").

Bloom Burton Securities Inc. ("Bloom Burton") acted as financial advisor of Hamilton Thorne in connection with the Transaction and acted as sole agent in connection with the Brokered Private Placement. In connection with the Brokered Private Placement, the Agent received a total cash commission of $583,029.77 and 1,079,684 non-transferable broker warrants ("Broker Warrants"). Each broker warrant is exercisable for a period of 12 months into one common share of Hamilton Thorne at a price of C$0.54 per common share.

The net proceeds were used by Hamilton Thorne to fund a portion of the cash component of the purchase price for the Transaction, and will be used for working capital and general corporate purposes and to fund potential future acquisitions.

All securities issued under the Private Placement and the Transaction will be subject to a four month hold period from the closing date under applicable Canadian securities laws. The Private Placement is subject to receipt of final acceptance from the TSX Venture Exchange.