There is a god and he does love us, CARMA is a bitch, serves them right for the pain they caused POET. LOL 100 to one rollback lmao

disrupt it and they will come

later griz

Pinetree arranges rights offering, plans rollback

2016-03-09 19:19 ET - News Release

Mr. Richard Patricio reports

PINETREE CAPITAL ANNOUNCES RIGHTS OFFERING

Pinetree Capital Ltd. will be offering rights to holders of its common shares at the close of business on the record date of March 23, 2016, on the basis of one right for each common share held. Each right will entitle the holder to subscribe for one common share of Pinetree upon payment of the subscription price of 2.5 cents per common share. The rights offering will be conducted in Canada only.

The rights will trade on the Toronto Stock Exchange under the symbol PNP.RT commencing on March 21, 2016, and until 12 p.m. (Toronto time) on April 22, 2016, and the rights will expire at 4 p.m. (Toronto time) on April 22, 2016, after which time unexercised rights will be void and of no value. Shareholders who fully exercise their rights will be entitled to subscribe for additional common shares, if available as a result of unexercised rights prior to the expiry time, subject to certain limitations set out in Pinetree's rights offering circular.

Details of the rights offering will be set out in the rights offering notice and rights offering circular, which will be available under Pinetree's profile on SEDAR. The rights offering notice and accompanying rights certificate will be mailed to each eligible shareholder of Pinetree as at the record date. Registered shareholders who wish to exercise their rights must forward the completed rights certificate, together with the applicable funds, to the rights agent, Equity Trust Financial Company, on or before the expiry time. Shareholders who own their common shares through an intermediary, such as a bank, trust company, securities dealer or broker, will receive materials and instructions from their intermediary.

There are currently 226,130,510 common shares of Pinetree outstanding. If all of the rights issued under the rights offering are validly exercised (or if the standby commitment described below is fulfilled), the offering will raise gross proceeds of approximately $5.65-million, 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.

Standby commitment

In connection with the rights offering, Pinetree has entered into a standby purchase agreement with 2507492 Ontario Ltd., a private company controlled by Peter Tolnai, pursuant to which the standby purchaser has agreed to purchase all of the common shares that are not otherwise purchased by holders of the rights under the rights offering, subject to a minimum of 135,678,306 common shares (60 per cent of the common shares issuable under the rights offering) and a maximum of 225,678,249 common shares (99.8 per cent of the common shares issuable under the rights offering). Accordingly, if more than 40 per cent of the rights are validly exercised under the rights offering, the standby purchaser will not be obligated to subscribe for any common shares pursuant to the standby commitment. If the standby commitment is fulfilled, the standby purchaser will own between 30 per cent and 49.9 per cent of Pinetree's outstanding common shares upon completion of the rights offering.

Completion of the standby commitment is subject to other conditions, in addition to the minimum and maximum number of common shares to be purchased, including:

• The appointment of Mr. Tolnai as Pinetree's chief executive officer and as a director on closing;
• The resignations on closing of those existing directors of Pinetree, if any, requested by the standby purchaser;
• The submission of a one-for-100 share consolidation to shareholders for approval at the shareholders meeting (described below);
• The waiver of the application of Pinetree's shareholder rights plan to the rights offering and the acquisition of common shares by the standby purchaser pursuant to the standby commitment, which will also be submitted for approval at the shareholders meeting described below.

Pinetree will pay a standby fee of $250,000 in cash to the standby purchaser on closing of the rights offering out of the proceeds of the rights offering, on the termination of the standby commitment by Pinetree if it accepts a superior offer or under other circumstances where the standby purchaser terminates the standby commitment, including if the minimum standby commitment is not met or the requisite shareholder consent is not received.

Special shareholders meeting

At a special meeting of Pinetree's shareholders to be held on April 22, 2016, shareholders will be asked to approve a one-for-100 share consolidation (which is also subject to the approval of the Toronto Stock Exchange) and the waiver of the application of Pinetree's shareholder rights plan. Details of the special business will be contained in the management information circular to be prepared in respect of the shareholders meeting, which will be available on Pinetree's profile on SEDAR at a later date.