Pinetree Capital Ltd. To Acquire Common Shares Of Mega Uranium Ltd.
August 29, 2006
TORONTO, Ontario (August 29, 2006) – Pinetree Capital Ltd. (TSX: PNP), announces that it has agreed to purchase 5,000,000 common shares (the “Common Shares”) of Mega Uranium Ltd. (TSXV: MGA) from Brownstone Ventures Inc. (TSXV: BWN) (“Brownstone”) at a price of $4.25 per Common Share payable partly in cash (10%) with the balance payable by way of a secured interest bearing note.
This acquisition by Pinetree represents a significant addition to Pinetree’s already extensive junior uranium portfolio, which, at June 30, 2006, represented approximately $66 million of Pinetree’s overall investment portfolio’s fair value.
The acquisition of the Common Shares may be constitute a related party transaction pursuant to Ontario Securities Commission Rule 61-501, but would be exempt from the formal valuation and minority approval requirements of the Rule on the basis that neither the fair market value of the Common Shares, nor of the consideration to be paid for them, constitutes more than 25% of Pinetree’s market capitalization.
Pinetree, together with certain of its officers and directors (and their associates), holds common shares of Brownstone representing, in the aggregate, approximately 22.8% of the outstanding common shares. Additionally, certain officers and directors of Brownstone are also officers and directors of Pinetree.
The acquisition by Pinetree will be made for investment purposes and Pinetree could increase or decrease its investment in Mega depending on market conditions or any other relevant factor.
Completion of the transaction is subject to regulatory approval.
Pinetree Capital Ltd. ("Pinetree" or the "Company"), which is publicly traded on the Toronto Stock Exchange (“TSX”) under the symbol “PNP”, is a diversified investment, financial advisory and merchant banking firm focused on the small cap market. Pinetree’s investments are primarily in the resources sector: Oil & Gas, Uranium, 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 may contain 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.:
Larry Goldberg, C.A.
Executive Vice President and Chief Financial Officer
Pinetree Capital Ltd.
130 King Street West, Suite 2810
Toronto, Ontario, Canada, M5X 1A9
Email: firstname.lastname@example.org Web Site: www.pinetreecapital.com