Pinetree Capital Ltd. Acquires Securities Of
Torch River Resources Ltd.
April 9, 2007
TORONTO, Ontario –
Pinetree Capital Ltd. (TSX: PNP), a Canadian investment company, announces that on April 5, 2007, it acquired ownership of 2,500,000 common shares (“Common Shares”) of Torch River Resources Ltd. (“Torch”) (TCR-TSXV) and 2,500,000 common share purchase warrants (the “Warrants”). Each Warrant entitles the holder thereof to acquire one additional common share until April 5, 2009, at a price of $0.65. In the event that the Warrants are fully exercised, these holdings represent approximately 12.8% of the total issued and outstanding common shares of Torch as of April 5, 2007, calculated on a partially diluted basis assuming the exercise of the Warrants only. As a result of this transaction, Pinetree and its joint actors held, as at April 5, 2007, an aggregate of 4,700,000 common shares of Torch and rights to acquire an aggregate of 2,750,000 common shares of Torch upon exercise of convertible securities, including the Warrants (collectively, the “Convertible Securities”). Of these totals, Pinetree holds 4,700,000 common shares and the Warrants directly, which represents approximately 18.5% of such shares outstanding as of April 5, 2007, calculated on a partially diluted basis assuming the exercise of the Warrants only. If Pinetree and its joint actors were to exercise all of the Convertible Securities, their combined ownership would represent a total of 7,450,000 common shares of Torch, or approximately 19.0% of such shares outstanding as of April 5, 2007, calculated on a partially diluted basis assuming the exercise of the Convertible Securities only.
These transactions were made for investment purposes and Pinetree and each of its joint actors could increase or decrease their respective investments in Torch depending on market conditions or any other relevant factor.
Pinetree Capital Ltd. ("Pinetree" or the "Company") was incorporated under the laws of the
Ontario and is publicly traded on the Toronto Stock Exchange (“TSX”) under the symbol “PNP” and is included in the Standard & Poor's/Toronto Stock Exchange composite index. Pinetree is a diversified investment and merchant banking firm focused on the small cap market. Pinetree’s investments are primarily in the resources sector: Uranium, Oil & Gas, Precious Metals and Base Metals. Pinetree’s investment approach is to build a macro position in a sector, find the micro-cap opportunities in that sector and work with those companies to build them to commercial production and create an exit.
For more details about Pinetree and its investments, please visit our website at www.pinetreecapital.com.
This news release contains forward-looking statements within the meaning of the “safe harbour” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties and other factors that may cause Pinetree’s results to differ materially from expectations. These include risks relating to market fluctuations, investee performance and other risks. These forward-looking statements speak only as of the date hereof. Pinetree disclaims any intent or obligation to update these forward-looking statements.
Investor Relations Contact for Pinetree Capital Ltd.:
Executive Vice President and Chief Financial Officer
Pinetree Capital Ltd.
130 King Street West, Suite 2500
Canada, M5X 1A9
Email: firstname.lastname@example.org Web Site: www.pinetreecapital.com