NOT FOR DISTRIBUTION TO ANY UNITED STATES NEWSWIRE SERVICES OR OTHERWISE FOR DISTRIBUTION IN THE UNITED STATES
Toronto, ON, May 12, 2017 – Pinetree Capital Ltd. (TSX: PNP) ("Pinetree") today announced that it will be issuing rights to holders of its common shares (the "Common Shares") of record as at the close of business on May 19, 2017 (the "Record Date"). Each holder of Common Shares as at the Record Date and who is a resident of a province or territory of Canada (the "Eligible Holders") will receive one transferable right (a "Right") for each Common Share held. Each Right will entitle the holder to subscribe for one Common Share at a price of C$2.10 per Common Share (the "Subscription Price") during the exercise period (the "Basic Subscription Privilege"). The Subscription Price is equal to approximately 34.9% discount to the market price of the Common Shares on the Toronto Stock Exchange (the "TSX") for the 20 trading days immediately preceding the date hereof. Pinetree’s net asset value per common share as at March 31, 2017 was $2.25. The Subscription Price represents a discount of approximately 6.7% to the net asset value per common share as at March 31, 2017. A maximum of 4,522,599 Common Shares will be issued pursuant to the Rights Offering, representing 100% of the currently issued and outstanding Common Shares.
The Rights will be listed for trading on the TSX on a "when issued" basis under the symbol PNP.RT commencing at the opening of business on May 17, 2017. Trading of the Rights will cease at 12:00 p.m. (Toronto time) on June 22, 2017 (the "Expiry Date") and the Rights will be exercisable until 5:00 p.m. (Toronto time) on such date. After such time, any unexercised Rights will be void and of no value. Holders who fully exercise their Rights under the Basic Subscription Privilege will be entitled to subscribe for additional Common Shares (the "Additional Subscription Privilege"), if available as a result of any unexercised Rights on the Expiry Date, subject to certain limitations set out in Pinetree’s rights offering circular.
There is no standby commitment in respect of the rights offering and the completion of the rights offering is not subject to Pinetree receiving any minimum amount of subscriptions from holders.
2507492 Ontario Ltd. ("TolnaiCo"), a corporation controlled by Peter Tolnai, Pinetree’s Chairman and Chief Executive Officer, has advised Pinetree that it intends to participate in the rights offering through the Basic Subscription Privilege and, to the extent applicable, the Additional Subscription Privilege. Pinetree has been advised by TolnaiCo that the number of Common Shares that it intends to subscribe for through the Basic Subscription Privilege and, to the extent applicable, the Additional Subscription Privilege will not result in TolnaiCo beneficially owning more than 45% of Pinetree’s issued and outstanding Common Shares upon closing of the rights offering. Pinetree also understands that certain independent directors of Pinetree may acquire, in the aggregate, up to 1% of Pinetree’s issued and outstanding Common Shares pursuant to the rights offering. To Pinetree’s knowledge, after reasonable inquiry, no other insiders of Pinetree intend to participate in the rights offering.
There are currently 4,522,599 outstanding Common Shares. If all of the Rights issued under this rights offering are validly exercised, the rights offering will raise gross proceeds of approximately C$9.3 million, the net proceeds of which will be used by Pinetree to fund the acquisition of additional portfolio investments.
Details of the rights offering are described in Pinetree’s rights offering notice and rights offering circular which are available under Pinetree’s profile at www.sedar.com. The rights offering notice and accompanying rights certificate will be mailed to each registered Eligible Holder as soon as practicable following the Record Date. Registered Holders who wish to exercise their Rights must forward the completed rights certificate, together with the applicable funds, to the rights agent, TSX Trust Company, on or before the Expiry Date. Beneficial Eligible Holders who own their Common Shares through an intermediary, such as a bank, trust company, securities dealer or broker, will be mailed the rights offering notice and other instructions are available in the rights offering circular.
Rights will not be issued by Pinetree to holders of Common Shares who are not Eligible Holders. Instead, Rights otherwise issuable to such ineligible holders will be issued to and held by TSX Trust Company, as agent, which will use its best efforts to sell the Rights on behalf of all such ineligible holders prior to the Expiry Date and then forward the net proceeds pro rata to such ineligible holders.
The securities offered have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any state of the "United States" (as defined in Regulation S under the U.S. Securities Act). This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities within the United States, and the securities offered may not be offered or sold in or into the United States unless registered under the U.S. Securities Act and applicable state securities laws, or pursuant to an exemption from such registration requirements as described herein.
Certain statements contained in this press release may constitute forward-looking statements, as defined in applicable securities laws (collectively referred to herein as "forward-looking statements"). These statements relate to future events or courses of action, or our future performance. Often, but not always, forward-looking statements can be identified by the use of words such as "anticipate", "plan", "estimate", "expect", "forecast", "may", "will", "project", "potential", "intend", "could", "might", "should", "believe" and other similar terminology (including negative variations) suggesting future outcomes or statements regarding an outlook.
By their nature, forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in such forward-looking statements. The assumptions that were made in support of the forward-looking statements contained herein, while considered reasonable by management at the time, are inherently subject to uncertainties and no assurance can be given that these assumptions will prove to be correct. Readers are cautioned not to place undue reliance on forward-looking statements contained herein.
Some of the risks, uncertainties and other factors which could cause events to differ materially from those expressed in the forward-looking statements contained herein include, but are not limited to: the outcome of the rights offering, the expected use of proceeds, the expected actions of third parties, and the delay of completion or failure to complete the rights offering. The forward-looking statements contained herein are made as at the date hereof and, except as may be required by law, we assume no obligation to update or revise them to reflect new events or circumstances. All forward-looking statements contained herein are expressly qualified by this cautionary statement.
Non-IFRS Financial Measures
Net asset value per common share is a non-International Financial Reporting Standards ("IFRS") financial measure. Pinetree has calculated net asset value consistently for many years and believes that the measure provides information useful to its shareholders in understanding Pinetree’s performance, and may assist in the evaluation of Pinetree’s business relative to that of its peers. Net asset value is a non-IFRS financial measure that does not have any standardized meaning prescribed by IFRS and therefore may not be comparable to similar measures presented by other issuers. This classification is not an IFRS measure and should not be considered either in isolation of, or as a substitute for, measures prepared in accordance with IFRS.
Pinetree is an investment and merchant banking firm focused on the small cap market, with investments in technology and resource companies.
For further information, contact:
Chief Executive Officer
Pinetree Capital Ltd.
Suite 1100, 34 King Street East
Toronto, ON M5C 2X8