PINNACLE COMPLETES RIGHTS OFFERING AND ENTERS INTO FINANCIAL SERVICES AGREEMENT About Pinnacle For further information on Pinnacle, please contact Mike Thast at 604.688.9588 or
1980 – 1075 West Georgia St., Vancouver, B.C., Canada V6E 3C9 • Tel: (604) 688-9588 • Fax: (778) 329-9361
PINNACLE COMPLETES RIGHTS OFFERING AND ENTERS INTO FINANCIAL SERVICE S AGREEME NT
Vancouver, British Columbia - MA Y 6, 2010 - Pinnacle Mines Ltd. (TSXV: PNL) (“Pinnacle” or the “Com p a n y”) annou n c e s that further to its press release s dated Febru ar y 8, 2010 and March 29, 2010, the Co m p a n y has com plete d its previou sly anno u n c e d rights offering (the “Offering”).
Pursu a nt to the Offering, Pinnacle will issue in total 91,576,134 com m o n shares (“Com m o n Share s”) at a subscription price of $0.05 per Co m m o n Share (the “Subscription Price”), providin g gross proce e d s of $4,578,807. The Com p a n y’s total issued and outstan din g Com m o n Share s will increas e to 183,152,268.
As describe d in the prospe ct u s for the Offering, Progres s Adva n c e d Holdings Ltd. (“Progress Adva n c e d”) agree d to purcha s e from the Co m p a n y at the Subscription Price any Com m o n Shares that were not other wi s e subscrib e d for under the Rights Offering (the “Standb y Co m m it m e n t”). In consider atio n for Progres s Adva n c e d agreeing to provide the Stand b y Com m it m e n t, the Com p a n y granted to Progres s Adva n c e d the right to subscribe for up to 22,894,033 additional Co m m o n Share s at the Subscriptio n Price (the “Standb y Fee Option”) for a period of six months from the closing of the Offering. Beca u s e of the overw h el m i n g interest in the Offering by shareh old er s, all rights in conne ctio n with the Offering were exercise d by shareh old e r s. If Progres s e d Adva n c e d exercises their Stand b y Fee Option they will hold approxi m a t el y 11.1 % of the issue d and outstan di n g Co m m o n Shares.
The Com p a n y also anno u n c e s that it has entered into a financial services advisory agree m e n t (the “Advisory Agree m e n t”) with Baron Capital Limited (“Baron”). Baron is a licens e d merch a nt bank license d to carry out type 1 (Dealing in Securities) and type 6 (Advising on Corpor at e Financ e) which are regulate d activities under the Securities and Futures Ordina n c e of Hong Kong. Baron will provide various consulting services, including general corporate and financial advice as to strategies, structure s and alternatives to provide the Co m p a n y expos ur e to potential new markets and funding opportu nities, including potential acquisition s or divestitures, merger or partners hip opportu nities or alternate listings for the Co m p a n y’s securities. Upon signing the Advisory Agree m e n t, Baron receive d an initial pay m e n t of US$400,000. In addition, Baron is entitled to receive reimb ur s e m e n t of expen s e s reaso n a bl y incurre d in the provision of its services and a succe s s fee may be paya ble upon certain condition s being met as set out in the Advisory Agree m e n t. Certain directors and officers of the Com p a n y are also employ e d by Baron or its affiliates and, as such, the indep e n d e n t directors of the Com p a n y revie w e d and approv e d the term s of the Advisory Agree m e n t, including fees payable. The Advisory Agree m e n t is subject to regulatory approv al as may be required.
About Pinnacle
Pinna cl e Mines Ltd. is a Cana dia n based minerals exploration comp a n y. In Cana d a, Pinna cle holds the Silver Coin gold prospe ct as its major asset and is develo pin g and increasin g the value of the Silver Coin gold resourc e throug h continu e d drilling, exploratio n and on-going scopin g studies. Silver Coin is located in an emergi n g major metals district that include s the historic Silbak- Pre mier gold mine and Barrick Gold’s fam e d Eskay Creek Mine.
For further information on Pinnacle, please contact Mike Thast at 604.688.9588 or visit Pinnacle’s website at www.pinnaclemines.com.
On Behalf of the Board:
Herrick Lau
CF O & Director
Neither the TSX Venture Excha n g e nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Excha n g e) accept s respo n si bility for the adeq u a c y or accuracy of this news release.
This news releas e does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction. The rights and the Com m o n Shares issuabl e on exercise of the rights will not be and have not been registere d under the United States Securities Act of 1933, as amen d e d, and may not be offered or sold in the Unites States absent registration or an applicable exe m ptio n from registration require m e n t s.
FORWARD LOOKING STATEMENT S: This docu m e n t include s forward- looking state m e n t s as well as historical inform atio n. Forw ar d- looking state m e nt s include, but are not limited to, the continue d advanc e m e n t of the com p a n y’s general busines s develop m e n t, research develo p m e n t and the com p a n y’s develop m e n t of mineral exploration projects. Whe n used in this docu m e n t, the words “anticipat e”, “believe”, “estimat e”, “expect”, “intent”, “may”, “project”, “plan”, “should” and similar expressio n s may identify forward- looking state m e nt s. Althou g h Pinnacl e Mines Ltd. believes that their expect ation s reflected in these forward looking state m e n t s are reason a bl e, such state m e n t s involve risks and uncertai nties and no assuran c e can be given that actual results will be consiste nt with these forward- looking state m e nt s. Importa nt factors that could cause actual results to differ from these forward- looking state m e n t s include the potential that fluctuations in the market pl a c e for the sale of minerals, the inability to imple m e n t corporate strategies, the ability to obtain financi ng and other risks disclose d in our filings mad e with Cana dia n Securities Regulators.