Pinetree Capital Ltd.
TSX : PNP

Pinetree Capital Ltd.

November 12, 2007 17:42 ET

Pinetree Capital Ltd. Adopts Shareholder Rights Plan

TORONTO, ONTARIO--(Marketwire - Nov. 12, 2007) - (TSX:PNP) ("Pinetree" or the "Company") announces that its board of directors has approved the adoption of a shareholder rights plan (the "Rights Plan") designed to encourage the fair and equal treatment of shareholders in connection with any take-over bid for the Company's outstanding securities.

The Rights Plan is intended to provide the Company's board of directors with adequate time to assess a take-over bid, to consider alternatives to a take-over bid as a means of maximizing shareholder value, to allow competing bids to emerge, and to provide Pinetree's shareholders with adequate time to properly assess a take-over bid without undue pressure. The board of directors is not currently aware of any pending or threatened take-over bid for Pinetree.

The Rights Plan is similar to plans adopted by other Canadian companies and ratified by their shareholders. Under the terms of the Rights Plan, one right (a "Right") will be issued by Pinetree in respect of each outstanding common share of the Company at the close of business today and in respect of each common share issued thereafter (subject to the terms of the Rights Plan). The Rights issued under the Rights Plan become exercisable only if a person acquires 20% or more of the Company's common shares without complying with the "permitted bid" provisions of the Rights Plan or without the approval the Pinetree's board of directors.

Should such an acquisition occur, holders of Rights (other than the acquiring person and related persons) can purchase Pinetree common shares at half the prevailing market price (as defined in the Rights Plan) at the time the Rights become exercisable. Upon exercise, each Right will permit the purchase of the Company's common shares at a substantial discount to the market price.

"Permitted bids" under the Rights Plan must be made to all holders of Pinetree's common shares and must be open for acceptance for a minimum of 60 days. If at least 50% of the outstanding common shares have been tendered and not withdrawn after 60 days, the bidder may take-up the shares, but must make a public announcement of that take-up and extend the bid for a further 10 days to allow other shareholders to tender to the bid.

Although effective as of today, the Rights Plan is subject to ratification by Pinetree's shareholders at the next annual meeting of shareholders, which will be held within 6 months from today. If so ratified, the Rights Plan must be confirmed by shareholders at every third annual shareholders' meeting thereafter. If the Rights Plan is not ratified within the next 6 months, the Rights Plan and all of the Rights outstanding at the time will terminate.

A copy of the Rights Plan is available to the public for viewing on SEDAR at www.sedar.com under the Company's profile.

About Pinetree

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 merchant banking firm focused on the small cap market. Pinetree's investments are primarily in the resources sector: Uranium, Oil & Gas, Molybdenum, 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.

Contact Information

  • Investor Relations:
    Pinetree Capital Ltd.
    Larry Goldberg, C.A.
    Executive Vice President and Chief Financial Officer
    (416) 941-9600
    Email: ir@pinetreecapital.com
    or
    Media Relations:
    Pinetree Capital Ltd.
    Wanda Cutler
    Director of Corporate Communications
    (416) 860-1717
    Website: www.pinetreecapital.com