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Calotto Capital Inc. Adjourns Annual and Special Shareholders Meeting

2008-07-22 18:00:00

Calotto Capital Inc. Adjourns Annual and Special Shareholders Meeting

TORONTO, ONTARIO–(EMWNews – July 22, 2008) –

NOT FOR DISTRIBUTION IN THE UNITED STATES OR THROUGH UNITED STATES WIRE SERVICES.

Calotto Capital Inc. (TSX VENTURE:TTO.P) (“Calotto” or the “Company”) announces that shareholders voted to adjourn the Annual and Special Meeting of Shareholders which was to have been held today. The purpose of the adjournment is to provide additional time for Calotto shareholders to review the Company’s shareholder meeting materials including the management information circular dated June 20, 2008 (“Circular”), as well as a forthcoming supplement to the Circular (described below), and to cast their vote on the matters to be considered at the meeting. Shareholders are encouraged to continue to submit their proxies or to attend the reconvened shareholders meeting which will begin at 10 a.m. (Eastern Daylight Time) on Tuesday, August 19, 2008 at the offices of Jennings Capital Corporation, Suite 320, 33 Yonge Street, Toronto, Ontario M5E 1G4.

Calotto also announces that on July 17, 2008, the board of directors of the Company amended its bylaws to reduce the Company’s quorum requirement for constituting a valid and duly called meeting of its shareholders. As a result of the amendment, the Company’s quorum requirement was reduced from “holders of a majority of the shares, whether present in person or represented by proxy, entitled to vote” to “two persons holding at least 10% of the shares entitled to vote at a meeting of shareholders, whether present in person or represented by proxy”. The full text of the bylaw amendment is set out below. The board of directors approved the quorum requirement reduction to facilitate the timely holding of shareholder meetings. The TSX Venture Exchange has conditionally approved the bylaw amendment. The Company plans to mail a new proxy and a supplement to the Circular describing the bylaw amendment to shareholders of record.

The resolutions set out in the Company’s management information circular dated June 20, 2008 as well as a resolution to approve the by-law amendment will be presented to shareholders for approval at the Company’s reconvened Annual and Special Meeting of Shareholders. Shareholders are asked to note that:

— The record date for voting at the Company’s Annual and Special Meeting of Shareholders remains June 20, 2008. All of Calotto’s shareholders of record at that time are entitled to vote.

— All proxies submitted to date remain valid, including those submitted after the original deadline for the July 22, 2008 meeting.

— Shareholders who did not submit proxies for the original July 22, 2008 meeting or who wish to vote on the bylaw amendment resolution may vote if they were shareholders of record on June 20, 2008. In order for a vote by proxy to be counted at the reconvened meeting, a proxy must be submitted before 10:00 a.m. Eastern Time, on Friday, August 15, 2008 to Computershare Investor Services Inc. Shareholders who have misplaced their proxy forms should contact Roxanne Parsaud of Computershare Investor Services Inc. at 416-263-9449.

— Shareholders may change their vote before the August 15, 2008 deadline. Only the last proxy voted by a shareholder will be counted at the reconvened Annual and Special Meeting of Shareholders.

The full text of the by-law amendment is as follows:

“By-Law No. 2 Being a By-law to Amend Paragraph 7.8 of the By-law No. 1 of Calotto Capital Inc. (the “Company”)

Section 7.8 regarding Quorum for Meetings of Shareholders is removed and replaced with the following:

7.8 Two persons holding at least 10% of the shares entitled to vote at a meeting of shareholders, whether present in person or represented by proxy, will constitute a quorum at that meeting. If a quorum is present at the opening of a meeting of shareholders, the shareholders present or represented may proceed with the business of the meeting, even if a quorum is not present throughout the meeting. If a quorum is not present at the time appointed for a meeting of shareholders, or within any reasonable time following that time as the shareholders present may determine, the shareholders present may adjourn the meeting to a fixed time and place not less than seven days later but may not transact any other business. At that adjourned meeting the holders of shares carrying voting rights who are present or represented will constitute a quorum and may transact the business for which the meeting was originally called, notwithstanding that this quorum is not present throughout the meeting.”

Investors are cautioned that trading in the securities of a capital pool company should be considered to be highly speculative. Calotto Capital Inc. is a capital pool company governed by the policies of TSXV. Its principal business is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction.

The TSX Venture Exchange does not accept responsibility for adequacy or accuracy of this release.

For more information, please contact

Calotto Capital Inc.
Dean Gendron
CEO
(613) 755-5292
Email: [email protected]

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