Pinetree Capital Ltd. Announces Closing of Rights Offering, Board and Management Changes

TORONTO, ONTARIO--(Marketwired - April 29, 2016) -

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Pinetree Capital Ltd. (TSX:PNP) announces the closing today of its previously announced rights offering. Under the rights offering, rights holders purchased an aggregate of 84,910,292 common shares of Pinetree at a subscription price of $0.025 per common share for gross proceeds to Pinetree of $2,122,757. Additionally, in accordance with the terms of the rights offering, 2507492 Ontario Ltd. ("250 Ontario"), a company controlled by Peter Tolnai, purchased 141,220,218 common shares of Pinetree at the same subscription price of $0.025 per common share for gross proceeds to Pinetree of $3,530,505.

Upon closing of the rights offering, a total of 452,261,020 common shares of Pinetree were issued and outstanding, of which approximately 31.2% are held by 250 Ontario.

Pinetree will use the net proceeds of the rights offering, as well as cash from the sale of portfolio investments, to repay the outstanding convertible debentures and accrued interest at maturity on May 31 2016.

The company also announces the following changes in the management team. Richard Patricio (CEO), Albert Contardi and Wendy Warhaft, General Counsel, have left the company. Mr. Patricio will provide services to Pinetree during a transition period. The new CEO is Peter Tolnai, a Toronto-based venture capital investor with prior experience in venture capital with Helix Investments, Clairvest Group, Citibank Canada and Orchard Capital.

In addition, Andrew Fleming, Gerry Goldberg, Bruno Maruzzo and Ronald Perry have resigned as directors. The new board of directors, appointed to replace the departed directors, consists of Ian Howat, Craig Miller, Howard Riback and Peter Tolnai.

Peter Tolnai said: "I am delighted to have this opportunity to invest in Pinetree. I would like to thank the departing executive officers and directors for their service to the company and ensuring the survival of the company under difficult circumstances. I look forward to the challenge of maximizing the value of the existing portfolio, rebuilding the capital base of the company, and making new investments in the future which increase shareholder value."

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. Pinetree's shares are listed on the Toronto Stock Exchange under the symbol "PNP".

This press release contains forward-looking information based on current expectations, including but not limited to our expectations in connection with the rights offering, including the use of proceeds and events which are proposed to occur on closing. Forward-looking information is often, but not always, identified by the use of the words "contemplate", "estimate", "expect" and "anticipate" and statements that an event or result "may", "will", "should", "could" or "might" occur and any similar expressions or negative variations thereof.

In providing forward-looking information in this press release, we have made numerous assumptions regarding the rights offering, which we believe to be reasonable, including assumptions relating to: (i) the satisfaction or waiver of all conditions to the completion of the rights offering; (ii) the expected actions of third parties; and (iii) the outcome of the rights offering and related transactions, including the expected use of proceeds. Forward-looking information entails various risks and uncertainties however that could cause actual results to differ materially from those reflected in the forward-looking information. Specific risks that could cause actual results to differ materially from those anticipated or disclosed in this press release include, but are not limited to: (i) failure to satisfy the conditions to complete the rights offering, including failure to receive required approvals; (ii) the amount of costs, fees and other expenses incurred in connection with the rights offering and working capital requirements which can involve unknown or unexpected expenditures; (iii) the risk that the anticipated effects of the rights offering, may not result in the outcomes expected by us; and (iv) fluctuations in the fair value of investments due to thinly traded securities, issuer-specific events that effect a company's market value or general market conditions. In addition, general risks relating to capital markets, economic conditions, regulatory changes, as well as the operations of our business may also cause actual results to differ materially from those anticipated or disclosed in this press release. Forward-looking information are not guarantees of future performance, and management's assumptions upon which such forward-looking information are based may prove to be incorrect.

Accordingly, there can be no assurance that actual events or results will be consistent with the forward-looking information disclosed herein. In light of the significant uncertainties inherent in forward-looking information, any such forward-looking information should not be regarded as representations by us that our objectives or plans relating to the rights offering or otherwise will be achieved. Investors are cautioned not to place undue reliance on any forward-looking information contained herein and that such forward-looking information are provided solely for the purpose of providing information about our current expectations and plans relating to the future. Readers are cautioned that such information may not be appropriate for other purposes. In addition, forward-looking information relates to the date on which they are made.

We disclaim any intention or obligation to update or revise any forward-looking information contained in this press release, whether as a result of new information, future events or otherwise, except to the extent required by law.