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Mar. 24, 2010 (TheNewswire.ca) --
VANCOUVER: Pinnacle Mines Ltd. (TSXV:PNL'R) (TSXV:PNL) ("Pinnacle" or the "Company")(TSX: AVP) announced today the filing of its final short form prospectus dated March 23, 2010 in each of the provinces and territories of Canada in respect of the previously announced rights offering for gross proceeds of up to $4,578,807 (the "Rights Offering").
Each holder of record of Pinnacle common shares ("Common Shares") as of the close of business on April 5, 2010 will receive one right ("Right") for each Common Share held. Every one Right will entitle the holder thereof to acquire one Common Share upon payment of $0.05 per Common Share (the "Subscription Price"). The Rights may be exercised commencing April 8, 2010 and the Rights will expire at 2:00 p.m. (Vancouver time) on April 30, 2010 (the "Expiry Time"). Holders of Rights who exercise their Rights in full will be entitled to purchase, at the Subscription Price, any Common Shares that are not otherwise subscribed for under the Rights Offering prior to the Expiry Time on a pro rata basis.
To subscribe for Common Shares, a completed rights certificate, together with payment in full of the Subscription Price for each Common Share subscribed for, must be received by the subscription agent for the Rights Offering, Computershare Trust Company of Canada (the "Subscription Agent"), prior to the Expiry Time.
The Rights Offering is being made to holders of Common Shares in all of the provinces and territories of Canada. Rights certificates and prospectuses will not be mailed to holders of Common Shares resident outside of Canada ("Non-Qualifying Shareholders"). Non-Qualifying Shareholders will be sent a letter advising them that their rights certificates will be issued to and held by the Subscription Agent, which will hold those Rights as agent for the benefit of all Non-Qualifying Shareholders.
The Rights and Common Shares issuable upon the exercise of the Rights have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States of America or any of its territories or possessions or to U.S. Persons. Accordingly, subscriptions will not be accepted from any security holder or transferee who is a U.S. Person or resident in the United States of America, its territories or possessions.
Pinnacle will accept subscriptions from Non-Qualifying Shareholders, other than holders resident in the United States, if they satisfy the Subscription Agent and Pinnacle that such offering to and subscription by such holder or transferee is lawful and in compliance with all securities and other laws applicable in the jurisdiction where such holder or transferee is resident. A Non-Qualifying Shareholder in a jurisdiction other than the United States who meets these requirements and wishes to exercise Rights must complete and deliver a request for exempt purchaser status, which will be provided in the materials sent to such shareholder.
After April 19, 2010 the Subscription Agent will attempt, on a commercially reasonable basis, to sell the Rights of Non-Qualifying Shareholders (other than those shareholders from whom Pinnacle accepts subscriptions) over the facilities of the Toronto Stock Exchange. The Subscription Agent will mail cheques representing the net proceeds, without interest, from such sales.
As previously announced, Progress Advanced Holdings Ltd. ("Progress Advanced") has agreed to provide a standby commitment under which it will purchase from the Company at the Subscription Price any Common Shares (the "Standby Common Shares") that are not otherwise subscribed for under the Rights Offering prior to the Expiry Time. In consideration for Progress Advanced agreeing to subscribe for the Standby Common Shares, Progress Advanced has been granted a non-transferable Guarantor's Warrant to purchase up to 22,894,033 additional Common Shares at the Subscription Price.
Further details concerning the Rights Offering and the procedures to be followed by holders of Common Shares are contained in the prospectus available on www.sedar.com.
About Pinnacle
Pinnacle Mines Ltd. is a Canadian based minerals exploration company. In Canada, Pinnacle holds the Silver Coin gold prospect as its major asset and is developing and increasing the value of the Silver Coin gold resource (OTCBB:GORO) through continued drilling, exploration and on-going scoping studies. Silver Coin is located in an emerging major metals district that includes the historic Silbak-Premier gold mine and Barrick Gold's (NYSE:ABX) (TSX:ABX) famed Eskay Creek Mine.
"Herrick Lau"
HERRICK LAU
CHIEF FINANCIAL OFFICER
Forward-Looking Statements
Certain statements in this release and other oral and written statements made by the Company from time to time are forward-looking statements, including those that discuss strategies, goals, outlook or other non-historical matters; or projected revenues, income, returns or other financial measures. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those contained in the statements, including the following: (a) the extent to which the Company is able to achieve savings from its restructuring plans; (b) uncertainty in estimating the amount and timing of restructuring charges and related costs; (c) changes in worldwide economic and political conditions that impact interest and foreign exchange rates; (d) the occurrence of work stoppages and strikes at key facilities of the Company or the Company's customers or suppliers; (e) government funding and program approvals affecting products being developed or sold under government programs; (f) cost and delivery performance under various program and development contracts; (g) the adequacy of cost estimates for various customer care programs including servicing warranties; (h) the ability to control costs and successful implementation of various cost reduction programs; (i) the timing of certifications of new aircraft products; (j) the occurrence of further downturns in customer markets to which the Company products are sold or supplied or where the Company offers financing; (k) changes in aircraft delivery schedules or cancellation of orders; (l) the Company's ability to offset, through cost reductions, raw material price increases and pricing pressure brought by original equipment manufacturer customers; (m) the availability and cost of insurance; (n) the Company's ability to maintain portfolio credit quality; (o) the Company's access to debt financing at competitive rates; and (p) uncertainty in estimating contingent liabilities and establishing reserves tailored to address such contingencies.
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