GTC Biotherapeutics (fka GTCB)

[DewDiligence]

Diluted Share Count for Valuation Purposes

[Updated for disclosures in 2007 10K report and grants to
executive officers on 3/7/08. I’ve included all options and
warrants with an exercise price <$3.]


Common & preferred shares
78.3M common sh as of 12/31/07
8.9M common sh from 2/08 direct placement (*)
14.6M preferred sh held by LFB (converts 1:1 into common)
0.2M common sh granted to exec officers on 3/7/08
===
102.0M subtotal


Warrants exercisable at <$3
13.3M as of 12/31/07 (**)
6.9M from 2/08 direct placement
===
20.2M subtotal


Options exercisable at <$3
1.2M by executive officers (***)
0.6M by non-executive directors (***)
1.7M by other employees (est. based on 2.6M at all exercise prices)
===
3.5M subtotal


=====
125.7M diluted sh for valuation purposes
=====


*Incl 2.0M shares converted from LFB loan as part of 2/08 direct placement.

**From 2007 10K.

***From 2007 DEF14a and 2007-2008 Form-4 filings.