TORONTO, ONTARIO–(Marketwired – July 13, 2016) – Pinetree Capital Ltd. (TSX:PNP) (“Pinetree”) today announced that the previously announced consolidation (the “Consolidation”) of its issued and outstanding common shares (“Common Shares”) on the basis of one post-Consolidation Common Share for every 100 pre-Consolidation Common Shares is expected to become effective on or about July 20, 2016. The Common Shares are expected to begin trading on a consolidated basis on the Toronto Stock Exchange on or about July 22, 2016 under the same trading symbol. The Consolidation previously received shareholder approval at Pinetree’s special meeting of shareholders held on April 22, 2016.
Pinetree currently has approximately 452 million Common Shares outstanding. As a result of the Consolidation, Pinetree expects to have approximately 4.5 million Common Shares outstanding. The exercise price and the number of Common Shares issuable under Pinetree’s outstanding stock options will be proportionally adjusted as a result of the Consolidation. Similarly, the following adjustments will be made under Pinetree’s shareholder rights plan to reflect the Consolidation: the number of rights outstanding will be consolidated such that every 100 rights outstanding pre-Consolidation will become one right post-Consolidation, the exercise price will be increased to $10,000 per right and the redemption price will be increased to $0.001 per right.
As previously announced, no fractional Common Shares will be issued as a result of the Consolidation. Any fractional interest in Common Shares that would otherwise result from the Consolidation will be rounded up to the next whole Common Share, if the fractional interest is equal to or greater than one-half of a Common Share, and rounded down to the next whole Common Share if the fractional interest is less than one-half of a Common Share. Shareholders who do not hold a sufficient number of pre-Consolidation Common Shares to receive at least one post-Consolidation Common Share will have no further interest in Pinetree upon completion of the Consolidation. Shareholders wishing to hold Common Shares after the Consolidation should consider either purchasing a sufficient number of Common Shares so as to hold at least 50 Common Shares prior to the Consolidation or, if applicable, consolidate their accounts prior to the Consolidation so as to hold at least 50 Common Shares in one account prior to the Consolidation.
A letter of transmittal was mailed to registered shareholders on or about April 1, 2016 providing instructions to surrender the certificates evidencing their Common Shares to our transfer agent, Equity Financial Trust Company, for replacement certificates representing the number of Common Shares to which they are entitled as a result of the Consolidation. A copy of the letter of transmittal is available on the SEDAR profile of Pinetree at www.sedar.com and our website at www.pinetreecapital.com. Registered Shareholders may also contact Equity Financial Trust Company to request a copy of the letter of transmittal at (416) 361-0930, ext. 205, or [email protected]. Until surrendered, each certificate representing Common Shares prior to the Consolidation will be deemed for all purposes to represent the number of Common Shares to which the holder is entitled following the Consolidation.
Non-registered shareholders who hold Common Shares through a bank, broker or other nominee should note that these intermediaries may have their own procedures for processing the Consolidation which may differ from those described above for registered shareholders. Non-registered shareholders who have questions should contact their bank, broker or other nominee for more information.
Pinetree also announced today that it has received an extension from the Toronto Stock Exchange to hold its 2016 annual general meeting of shareholders by September 30, 2016.
About Pinetree
Pinetree is a diversified investment and merchant banking firm focused on the small cap market, with early stage investments in resource, biotechnology and technology companies.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This news release contains forward-looking statements and information within the meaning of Canadian securities laws. Forward-looking statements may include estimates, plans, expectations, opinions, forecasts, projections, guidance or other statements that are not statements of fact. Forward-looking statements can be identified by the use of words such as “will”, “expected”, “intend” or variations of such words and phrases. Forward-looking statements in this news release include statements regarding the effective date of the Consolidation, the date Pinetree expects Common Shares to begin trading on a consolidated basis and the anticipated number of Common Shares outstanding post-Consolidation. Although Pinetree believes that such forward-looking statements and information are based upon reasonable assumptions and expectations, no assurance is given that such expectations will prove to have been correct. The reader should not place undue reliance on forward-looking statements and information as such statements and information involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Pinetree to differ materially from anticipated future results, performance or achievement expressed or implied by such forward-looking statements and information. Except as required by law, Pinetree does not undertake any obligation to publicly update or revise any forward-looking statements or information, whether written or oral, whether as a result of new information, future events or otherwise.
