Pinetree Capital Announces Closing Of $75 Million Convertible Debenture
Financing
Pinetree Capital Ltd. (TSX: PNP) (�Pinetree�)
is pleased to announce that it has closed its previously announced private
placement of $75 million aggregate principal amount of 8% convertible unsecured
subordinated debentures maturing May 31, 2016 (the �Debentures�). The
Debentures were issued at par, resulting in gross proceeds of $75 million to Pinetree, which will be used for general corporate
purposes.
The Debentures are convertible at the holder�s option
into common shares (�Debenture Shares�) of Pinetree
at any time prior to the close of business on the earlier of the maturity date
and the business day immediately preceding the date fixed for redemption of the
Debentures by Pinetree at a conversion price of $4.25
per Debenture Share, being a ratio of 235.2941 Debenture Shares per $1,000
principal amount of Debentures, subject to adjustment in certain events. The
Debentures are redeemable by Pinetree under certain
circumstances commencing May 31, 2014.
Pursuant to the terms of the convertible debenture
indenture governing the Debentures between Pinetree
and Equity Financial Trust Company, the Debentures may not be (1) transferred
to or for the account of a U.S. Person or into the United States or (2)
converted by or for the account or benefit of a U.S. Person or a person in the
United States and no Debenture Shares may be transferred into or issued in the
United States or to a U.S. Person in connection with any conversion of a
Debenture.
Officers and directors of Pinetree
(and their associates) purchased $1.425 million aggregate principal amount of
Debentures under the private placement, representing approximately 2% of the
total amount sold. A material change report in respect of the placement will be
filed on SEDAR in accordance with applicable securities law requirements. The
report was not filed at least 21 days prior to closing as material information
concerning the transaction was not then known by the company.
The Debentures were sold through a syndicate of agents
co-led by Dundee Securities Ltd. and GMP Securities L.P., and including Acumen
Capital Finance Partners Limited, Fraser Mackenzie Limited, and M Partners Inc.
As consideration for their services in respect to the private placement, the
agents received a cash commission of $3,677,625.
About Pinetree
Pinetree Capital Ltd. ("Pinetree")
was incorporated under the laws of the Province of Ontario and its shares are
publicly-traded on the Toronto Stock Exchange (�TSX�) under the symbol �PNP�. Pinetree is a diversified investment and venture capital
firm focused on the small cap market. Pinetree�s
investments are primarily in the resources sector: Precious Metals, Base
Metals, Oil and Gas, Potash, Lithium and Rare Earths, Uranium and Coal. Pinetree�s investment approach is to develop a macro view
of a sector, build a position consistent with the view by identifying micro-cap
opportunities within that sector, and devise an exit strategy designed to
maximize our relative return in light of changing fundamentals and
opportunities. Pinetree is recognized as a
value-added partner in the resource industry.
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Investor Relations:
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Sheldon
Inwentash
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Richard
Patricio
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Chairman
& CEO
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Vice President, Legal and Corporate Affairs
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Pinetree Capital Ltd.
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Pinetree Capital Ltd.
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130
King Street West, Suite 2500
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130
King Street West, Suite 2500
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Toronto, Ontario, Canada, M5X 1A9
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Toronto, Ontario, Canada, M5X 1A9
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Website: www.pinetreecapital.com
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Phone:
416-941-9600
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Email:
ir@pinetreecapital.com
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Website: www.pinetreecapital.com
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