Pinetree Capital Ltd. Announces Proposed $60 Million Convertible Debenture Financing
April 20, 2011
TORONTO, Canada (April 20, 2011) Pinetree Capital Ltd. (TSX: PNP) (“Pinetree”), today announced that it has entered into an agreement for a proposed overnight marketed private placement financing on a “best efforts” basis with a syndicate of agents, co-led by Dundee Securities Ltd. and GMP Securities L.P., and including Acumen Capital Finance Partners Ltd., Fraser Mackenzie Limited, and M Partners Inc. (collectively, the "Agents"), for approximately $60,000,000 aggregate principal amount of convertible unsecured subordinated debentures (the "Convertible Debentures").
- Interest rate of 8.0% per annum, payable semi-annually
- Maturity: May 31, 2016
- Redeemable after May 31, 2014
- Convertible at any time at a conversion price of $4.25 per common share (“Common Share”) of Pinetree
- Net proceeds of the private placement will be used for future investment activities and for general corporate purposes
The Convertible Debentures will be convertible, at any time, at the option of the holder, into Common Shares at a conversion rate of 235.2941 Common Shares per $1,000 principal amount of Convertible Debentures, which is equal to a conversion price (“Conversion Price”) of $4.25 per Common Share. The Convertible Debentures will be redeemable, in whole or in part, by Pinetree after May 31, 2014 and prior to maturity, at par plus accrued and unpaid interest, provided that the weighted average closing price of the Common Shares on the Toronto Stock Exchange (“TSX”) during the 20 consecutive trading days ending five trading days preceding the date on which the notice of redemption is given is not less than 125% of the Conversion Price.
The Convertible Debentures will be direct, unsecured obligations of Pinetree, subordinated to Pinetree’s existing and future senior secured indebtedness, and ranking pari passu with all other unsecured indebtedness of Pinetree.
Completion of the private placement is subject to certain conditions, including the approval of the TSX.
Pinetree intends to apply to have the Convertible Debentures listed on the TSX following expiry of the four month hold period applicable to the Convertible Debentures.
The Convertible Debentures will be sold pursuant to exemptions from the prospectus requirements to purchasers in Canada and offshore including in the United Kingdom pursuant to applicable exemptions. No Debentures will be offered for sale or sold in the United States or to any U.S Person (as defined in Regulation S under the U.S. Securities Act of 1933)
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, Uranium and Coal, Base Metals, Oil and Gas, and Potash, Lithium and Rare Earths. 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 and is recognized as a value added partner in the resource industry.