Pinetree Capital Announces Election of Directors and Details of Share Consolidation and Split
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Toronto, ON, June 30, 2021 – Pinetree Capital Ltd. (TSX: PNP) (“Pinetree”) today announced the results of the election of directors at its annual and special meeting of shareholders held earlier today (the “Meeting”). At the Meeting, all matters put forward before Pinetree’s shareholders for consideration and approval, as set out in Pinetree’s management information circular dated May 11, 2021, were approved by the requisite number of votes cast at the Meeting.
Each of the nominees listed in Pinetree’s management information circular dated May 11, 2021 were elected as directors of Pinetree. The results of the shares voted at the Meeting in respect of the election of each director are set out below:
|Nominee||Number and Percentage of
Shares Voted For
|Number and Percentage of
|Ian P. Howat||6,435,042 (99.79%)||13,592 (0.21%)|
|Craig Miller||6,435,268 (99.79%)||13,366 (0.21%)|
|Howard Riback||6,435,266 (99.79%)||13,368 (0.21%)|
|Peter Tolnai||6,258,823 (97.06%)||189,811 (2.94%)|
|Damien Leonard||6,436,085 (99.81%)||12,549 (0.19%)|
Shareholders also authorized the previously announced amendment to Pinetree’s articles to give effect to the 100 to 1 share consolidation of Pinetree’s common shares (the “Share Consolidation”) followed immediately by a 1 to 50 share split of Pinetree’s common shares (the “Share Split”). The Share Consolidation and Share Split was approved by approximately 98% of the votes cast by Pinetree shareholders at the Meeting and approximately 95% of the votes cast by minority shareholders of Pinetree at the Meeting.
The complete voting results of all matters voted on at the Meeting is available on SEDAR under Pinetree’s issuer profile at www.sedar.com.
Share Consolidation and Share Split
The Share Consolidation and Share Split is expected to become effective on July 12, 2021 (the “Effective Date”) for common shares held as of close of business on July 9, 2021. The common shares are expected to begin trading on a post-Share Consolidation and Share Split basis on the Toronto Stock Exchange on or about July 14, 2021 under the same trading symbol.
As previously announced, those shareholders who hold less than 100 common shares as of close of business on July 9, 2021 will be entitled to receive cash proceeds per Pinetree common share held at that time based on the average trading price of Pinetree common shares for the 20 days prior to the Effective Date, rounded down to the nearest whole cent.
Letters of transmittal were mailed to registered shareholders on or about May 28, 2021 providing instructions to surrender their common shares to Pinetree’s transfer agent, TSX Trust Company (“TSX Trust”), for (a) in the case of holders of 100 or more common shares as of close of business on July 9, 2021, the number of common shares they are entitled to following the Share Consolidation and Share Split, rounded down to the nearest whole common share, and (b) in the case of holders of less than 100 common shares as of close of business on July 9, 2021, cash proceeds as described above.
Registered shareholders are requested to submit their share certificates, together with their applicable completed letter of transmittal, to TSX Trust. Copies of the letters of transmittal are also available under Pinetree’s issuer profile at www.sedar.com. Registered shareholders may also contact TSX Trust to request a copy of the letters of transmittal at (416) 342-1091 (or 1-866-600-5869), or firstname.lastname@example.org.
Non-registered shareholders who hold their Pinetree common shares through an intermediary such as a bank, trust company, securities dealer or broker should note that these intermediaries may have their own procedures for processing the Share Consolidation and Share Split which may differ from those described above for registered shareholders. Non-registered shareholders who have questions should contact their intermediary for more information.
Certain statements herein may be “forward-looking” statements that involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Pinetree or the industry to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not such results will be achieved. A number of factors could cause actual results to vary significantly from the expectations discussed in the forward-looking statements. These forward-looking statements reflect current assumptions and expectations regarding future events and are made as of the date hereof and Pinetree assumes no obligation, except as required by law, to update any forward-looking statements to reflect new events or circumstances. Accordingly, when relying on forward-looking statements to make decisions, Pinetree cautions readers not to place undue reliance on these statements, as forward-looking statements involve significant risks and uncertainties. Some of the specific forward-looking statements in this news release include, but are not limited to, statements with respect to the Share Consolidation and Share Split and its timing.
About Pinetree Capital Ltd.
Pinetree is a value-oriented investment and merchant banking company focused on the technology sector. Pinetree’s common shares are listed on the TSX under the symbol “PNP”.
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