NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
TORONTO, Ontario (April 27, 2016) Pinetree Capital Ltd. (TSX: “PNP”) announces the expiry of its previously announced rights offering. All unexercised rights expired at 4:00 p.m. (Toronto time) on April 26, 2016 (the Expiry Time) and are void and of no value. Details of the rights offering are set out in the amended and restated rights offering notice dated March 21, 2016, and the amended and restated rights offering circular dated March 21, 2016, which are available under Pinetree's profile at www.sedar.com.
Under the rights offering, 84,910,292 rights were exercised prior to the Expiry Time entitling the holders thereof to acquire an aggregate of 84,910,292 common shares of Pinetree at a subscription price of $0.025 per common share for gross proceeds to Pinetree of C$2,122,757.30. In addition, in accordance with the terms of the rights offering, a private company controlled by Peter Tolnai, will acquire 141,220,218 common shares of Pinetree at a same subscription price of $0.025 per common share for gross proceeds to Pinetree of C$3,530,505.45 (the Tolnai Purchase).
Closing of the rights offering and the Tolnai Purchase is expected to be completed at 8:00 a.m. on April 29, 2016.
After issue of the common shares under the rights offering and the Tolnai Purchase, Pinetree will have 452,261,020 common shares issued and outstanding, of which the Tolnai Purchaser will hold approximately 31.2%.
The aggregate gross proceeds to Pinetree resulting from the offering and the Tolnai Purchase will be C$5,653,262.75, the net proceeds of which will be allocated to the payment of the outstanding principal amount and accrued interest on Pinetree’s convertible debentures at maturity on May 31, 2016.
Pinetree is a diversified investment and merchant banking firm focused on the small cap market, with early stage investments in resource, biotechnology and technology companies. Pinetree's shares are listed on the Toronto Stock Exchange under the symbol "PNP".
This press release contains forward-looking information based on current expectations, including but not limited to our expectations in connection with the rights offering and Tolnai Purchase, including the use of proceeds and events which are proposed to occur on closing. Forward-looking information is often, but not always, identified by the use of the words "contemplate", "estimate", "expect" and "anticipate" and statements that an event or result "may", "will", "should", "could" or "might" occur and any similar expressions or negative variations thereof.
In providing forward-looking information in this press release, we have made numerous assumptions regarding the rights offering and Tolnai Purchase, which we believe to be reasonable, including assumptions relating to: (i) the satisfaction or waiver of all conditions to the completion of the rights offering and Tolnai Purchase; (ii) the expected actions of third parties; and (iii) the outcome of the rights offering and related transactions, including the expected use of proceeds. Forward-looking information entails various risks and uncertainties however that could cause actual results to differ materially from those reflected in the forward-looking information. Specific risks that could cause actual results to differ materially from those anticipated or disclosed in this press release include, but are not limited to: (i) failure to satisfy the conditions to complete the rights offering and Tolnai Purchase, including failure to receive required approvals; (ii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Tolnai Purchase Agreement; (iii) the delay of completion or failure to complete the rights offering or Tolnai Purchase for any other reason; (iv) the amount of costs, fees and other expenses incurred in connection with the rights offering and Tolnai Purchase and working capital requirements which can involve unknown or unexpected expenditures; (v) the risk that the anticipated effects of the rights offering and Tolnai Purchase, if completed, may not result in the outcomes expected by us; and (vi) fluctuations in the fair value of investments due to thinly traded securities, issuer-specific events that effect a company's market value or general market conditions. In addition, general risks relating to capital markets, economic conditions, regulatory changes, as well as the operations of our business may also cause actual results to differ materially from those anticipated or disclosed in this press release. Forward-looking information are not guarantees of future performance, and management's assumptions upon which such forward-looking information are based may prove to be incorrect.
Accordingly, there can be no assurance that actual events or results will be consistent with the forward-looking information disclosed herein. In light of the significant uncertainties inherent in forward-looking information, any such forward-looking information should not be regarded as representations by us that our objectives or plans relating to the rights offering or Tolnai Purchase or otherwise will be achieved. Investors are cautioned not to place undue reliance on any forward-looking information contained herein and that such forward-looking information are provided solely for the purpose of providing information about our current expectations and plans relating to the future. Readers are cautioned that such information may not be appropriate for other purposes. In addition, forward-looking information relates to the date on which they are made.
We disclaim any intention or obligation to update or revise any forward-looking information contained in this press release, whether as a result of new information, future events or otherwise, except to the extent required by law.
Richard Patricio, LL.B.
Chief Executive Officer
Pinetree Capital Ltd.
211 Yonge Street, Suite 502
Toronto, Ontario, Canada, M5B 1M4