RE: RE: RE: Need some info.The SEDAR early warning report is just a regulatory note about Pinetree taking a material position in the PP.
I'll spare you the ribbing about how easy that was to find. (Hint: I started at
www.sedar.com)
EARLY WARNING REPORT
Made Pursuant To Multilateral Instrument 62-104 – Take-Over Bids and Issuer Bids,
National Instrument 62-103 – The Early Warning System and Related Take-Over bid and
Insider Reporting Issues and Section 102.1 of the Securities Act (Ontario)
This report is made pursuant to the provisions of the securities legislation referred to above in
connection with certain acquisitions of securities of Currie Rose Resources Inc. (“Currie Rose”).
1. Name and address of Offeror.
Pinetree Capital Ltd. (“Pinetree” or the “Offeror”)
The Exchange Tower
130 King Street West, Suite 2500
Toronto, Ontario M5X 1A9
2. Designation and number or principal amount of securities and the Offeror’s
securityholding percentage in the class of securities of which the Offeror acquired
ownership or control in the transaction or occurrence giving rise to the obligation to
file the news release, and whether it was ownership or control that was acquired in
those circumstances.
On September 13, 2010, the Offeror acquired ownership of 2,500,000 common shares of
Currie Rose (the “Common Shares”) and 1,250,000 share purchase warrants of Currie
Rose (each, a “Warrant”) (each Warrant entitling the holder thereof to acquire one
additional Common Share at a price per common share of
.10 until [March 13], 2012).
In the event that the Warrants are fully exercised, these holdings represent approximately
4.7% of the total issued and outstanding common shares of Currie Rose as of September
13, 2010, calculated on a partially diluted basis assuming the exercise of the Warrants
only.
3. Designation and number or principal amount of securities and the Offeror’s
securityholding percentage in the class of securities immediately after the
transaction or occurrence giving rise to the obligation to file the news release.
Immediately following the acquisition noted in item 2 above, the Offeror owns an
aggregate of 8,000,000 common shares of Currie Rose, including the Common Shares
and rights to acquire an additional 2,250,000 common shares of Currie Rose upon
exercise of certain convertible securities (the “Convertible Securities”), including the
Warrants. In the event that the Convertible Securities are fully exercised, the direct
holdings of the Offeror represent a total of 10,250,000 common shares of Currie Rose, or
approximately 12.6% of all issued and outstanding common shares as at September 13,
2010, calculated on a partially diluted basis assuming the exercise of the Convertible
Securities only.
- 2 -
4. Designation and number or principal amount of securities and the percentage of
outstanding securities of the class of securities referred to in paragraph 3 over
which:
(a) the Offeror, either alone or together with any joint actors, has ownership and
control;
See 3. above.
(b) the Offeror, either alone or together with any joint actors, has ownership but
control is held by other persons or companies other than the Offeror or any
joint actor; and
NIL
(c) the Offeror, either alone or together with any joint actors, has exclusive or
shared control but does not have ownership
NIL
5. (a) The name of the market where the transaction or occurrence that gave rise
to the news release took place.
N/A
(b) The value, in Canadian dollars, of any consideration offered per security if
the Offeror acquired ownership of a security in the transaction or occurrence giving
rise to the obligation to file a news release:
See Item 9., below.
6. The purpose of the Offeror and any joint actors in effecting the transaction or
occurrence that gave rise to the news release, including any future intention to
acquire ownership of, or control over, additional securities of the reporting issuer.
The Common Shares and Warrants noted in item 2. above were acquired for investment
purposes. The Offeror may from time to time acquire additional securities of Currie
Rose, dispose of some or all of the existing or additional securities it holds or will hold,
or may continue to hold its current position.
7. The general nature and the material terms of any agreement, other than lending
arrangements, with respect to securities of the reporting issuer entered into by the
Offeror, or any joint actor, and the issuer of the securities or any other entity in
connection with the transaction or occurrence giving rise to the news release,
including agreements with respect to the acquisition, holding, or disposition or
voting of any of the securities.
- 3 -
These Common Shares and Warrants noted in item 2. above were acquired pursuant to a
subscription agreements dated August 31, 2010 between Currie Rose and the Offeror.
8. Names of joint actors in connection with the disclosure required in this report.
N/A
9. In the case of a transaction or occurrence that did not take place on a stock
exchange or other market that represents a published market for the securities,
including an issuance from treasury, the nature and value of the consideration paid
by the Offeror.
The Common Shares and Warrants noted in item 2. above were acquired pursuant to a
private placement for aggregate consideration of $150,000 (
.06 per unit). The
Warrants may be exercised at a price per common share of
.10 until [March 13], 2012.
10. If applicable, a description of any change in any material fact set out in a previous
report by the entity under the early warning requirements of Part 4 in respect of the
reporting issuer’s securities.
N/A
11. If applicable, a description of the exemption from securities legislation being relied
on by the Offeror and the facts supporting that reliance.
N/A.
DATED as of the 13th day of September, 2010.
PINETREE CAPITAL LTD.
“Richard Patricio”
Richard Patricio
Vice-President, Legal & Corporate Affairs