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Press release from Marketwire

Pinetree Capital Announces Closing of $75 Million Convertible Debenture Financing

Tuesday, May 17, 2011

Pinetree Capital Announces Closing of $75 Million Convertible Debenture Financing09:32 EDT Tuesday, May 17, 2011TORONTO, ONTARIO--(Marketwire - May 17, 2011) -NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.Pinetree Capital Ltd. (TSX:PNP) ("Pinetree") is pleased to announce that it has closed its previously announced private placement of $75 million aggregate principal amount of 8% convertible unsecured subordinated debentures maturing May 31, 2016 (the "Debentures"). The Debentures were issued at par, resulting in gross proceeds of $75 million to Pinetree, which will be used for general corporate purposes.The Debentures are convertible at the holder's option into common shares ("Debenture Shares") of Pinetree at any time prior to the close of business on the earlier of the maturity date and the business day immediately preceding the date fixed for redemption of the Debentures by Pinetree at a conversion price of $4.25 per Debenture Share, being a ratio of 235.2941 Debenture Shares per $1,000 principal amount of Debentures, subject to adjustment in certain events. The Debentures are redeemable by Pinetree under certain circumstances commencing May 31, 2014.Pursuant to the terms of the convertible debenture indenture governing the Debentures between Pinetree and Equity Financial Trust Company, the Debentures may not be (1) transferred to or for the account of a U.S. Person or into the United States or (2) converted by or for the account or benefit of a U.S. Person or a person in the United States and no Debenture Shares may be transferred into or issued in the United States or to a U.S. Person in connection with any conversion of a Debenture.Officers and directors of Pinetree (and their associates) purchased $1.425 million aggregate principal amount of Debentures under the private placement, representing approximately 2% of the total amount sold. A material change report in respect of the placement will be filed on SEDAR in accordance with applicable securities law requirements. The report was not filed at least 21 days prior to closing as material information concerning the transaction was not then known by the company.The Debentures were sold through a syndicate of agents co-led by Dundee Securities Ltd. and GMP Securities L.P., and including Acumen Capital Finance Partners Limited, Fraser Mackenzie Limited, and M Partners Inc. As consideration for their services in respect to the private placement, the agents received a cash commission of $3,677,625.About PinetreePinetree 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 venture capital firm focused on the small cap market. Pinetree's investments are primarily in the resources sector: Precious Metals, Base Metals, Oil and Gas, Potash, Lithium and Rare Earths, Uranium and Coal. Pinetree's investment approach is to develop a macro view of a sector, build a position consistent with the view by identifying micro-cap opportunities within that sector, and devise an exit strategy designed to maximize our relative return in light of changing fundamentals and opportunities. Pinetree is recognized as a value-added partner in the resource industry. FOR FURTHER INFORMATION PLEASE CONTACT: Sheldon InwentashPinetree Capital Ltd.Chairman & CEO416-941-9600ORRichard PatricioInvestor Relations: Pinetree Capital Ltd.Vice President, Legal and Corporate Affairs416-941-9600ir@pinetreecapital.comwww.pinetreecapital.com