RE: http://www.marketwire.com/mw/release.do?id=81can someone offer an opinion?
this inactive shell company controlled by mr sheldon inwentash has several silver properties vended into it for and undisclosed dollar figure, a private placement raises 16.25 million, of which 14.5 goes to the company, 1.7 to the 'broker/advisor'
this allows the buyers to buy at a buck and have another 1/2 warrant attached (whole warrant = buy @ $1.50)
mr iwentash steps down, another fellow takes over
through exercise/purchase currently disclosed, pinetree then potentially owns up to 22% of this company
question: is this 'just how things work'?
Treat has arranged a reasonable efforts private placement with PI to raise gross proceeds of up to CDN$8,500,000 and a non-brokered private placement to raise gross proceeds of up to $7,525,000. Completion of each of the private placements is conditional upon TSXV approval as well as contemporaneous completion of the change of business. If the financings are fully subscribed, Treat expects to receive net proceeds from these private placements of approximately CDN$14.5 million. It is anticipated that the terms of the financings will be as follows
1. Gross proceeds of up to CDN$8,500,000 million will be raised pursuant to an offering by PI of up to 8,500,000 Subscription Receipts, at an issue price of CDN$1.00 per Subscription Receipt. Each Subscription Receipt will be exercisable for no additional consideration into one unit of Treat upon the satisfaction of certain of Treat release conditions being met. Each unit will be comprised of one common share and one-half of a warrant. Each whole warrant will be exercisable from one common share of Treat at an exercise price of CDN$1.50 over a two year term. PI will be entitled to receive a commission equal to 8% of the gross proceeds raised, payable at PI's election in cash or units, and broker warrants to acquire that number of common shares that is equal to 8% of the number of units sold in the financing. Each broker warrant will entitle PI to purchase one common share at a price of CDN$1.50 for two years. Closing of this financing into escrow and issuance of the Subscription Receipts will occur as soon as possible. Gross proceeds will be held in escrow pending satisfaction of the release conditions.
In conjunction with the change of business, Treat anticipates that Mr. Sheldon Inwentash will resign and will be replaced by Mr. Ken Carter both as a director of the Company and as President of Treat, subject to the approval of the TSXV. Mr. Carter is currently a director of a number of junior resource companies listed on the TSXV, and has extensive experience in both exploration and mining operations and in the management and development of junior mining companies. It is anticipated that management of Treat (Mega Silver) will be transferred to Vancouver where Mr. Carter will be putting together a new management team.
TORONTO, ONTARIO--(Marketwire - Jan. 31, 2008) - Pinetree Capital Ltd. (TSX:PNP), announces that on January 30, 2008, further to the conversion of certain subscription receipts, it acquired ownership of 750,000 common shares ("Common Shares") of Mega Silver Inc. ("Mega Silver") and 375,000 common share purchase warrants (the "Warrants"). Each Warrant entitles the holder thereof to acquire one additional common share at a price of $1.50 until November 6, 2009. In the event that the Warrants are fully exercised, these holdings represent approximately 3.7% of the total issued and outstanding common shares of Mega Silver as of January 30, 2008, calculated on a partially diluted basis assuming the exercise of the Warrants only. As a result of this transaction, Pinetree and its joint actors collectively held, as at January 30, 2008, an aggregate of 5,536,331 common shares of Mega Silver and rights to acquire an additional 1,337,500 common shares of Mega Silver upon the exercise of convertible securities (collectively, the "Convertible Securities"). Of these totals, Pinetree owns an aggregate of 3,940,536 common shares, including the Common Shares, and the Warrants, directly. In the event that the Convertible Securities are fully exercised, the holdings of Pinetree and its joint actors represents a total of 6,873,831 common shares of Mega Silver, or approximately 22.2% of all issued and outstanding common shares as at January 30, 2008, calculated on a partially diluted basis assuming the exercise of the Convertible Securities only. In the event that only the Warrants are fully exercised, Pinetree's direct holdings would represent approximately 14.4% of all issued and outstanding common shares of Mega Silver as of January 30, 2008, calculated on a partially diluted basis assuming the exercise of the Warrants only.