ONCAP to sell $44M worth of Pinnacle share by way of secondary offering

ONCAP II L.P., ONCAP US (II) L.P., ONCAP (US) II-A L.P., ONEX Parallel Investment (ONCAP) L.P. and Biomass EI Ltd. (ONCAP Entities), Rob Swaan Holdings Inc. and Jim Swaan Holdings Inc. have entered into an agreement with Pinnacle Renewable Holdings Inc. (TSX: PL) and a syndicate of underwriters for a bought deal offering of 3,640,000 common shares of Pinnacle at $13.75 per share for gross proceeds to the selling shareholders of approximately $50 million. Pinnacle will not receive any of the proceeds.

The syndicate will be co-led by CIBC Capital Markets, RBC Capital Markets, Scotiabank and BMO Capital Markets.

ONCAP Entities will be selling 3,208,978 shares for gross proceeds of $44,123,447.50.

Upon completion of the offering and assuming no exercise of the 0ver-allotment Option, the ONCAP Entities will continue to, directly or indirectly, own or control approximately 10,903,809 common shares, representing approximately 33.1% of the issued and outstanding common shares.

Rob Swaan Holdings Inc. and Jim Swaan Holdings Inc. will own or control 732,288 and 732,288 Common shares, respectively, representing approximately 2.2% and 2.2% of the issued and outstanding Common shares.

Pinnacle Renewable Holdings completed its initial public offering (IPO) on February 6, 2018, raising $80 million in gross proceeds by way of primary offering from treasury and a con-current secondary offering, at a price of $11.25 per share.

photo credit: Pinnacle Renewable Holdings

News Release

PINNACLE RENEWABLE HOLDINGS INC. ANNOUNCES $50 MILLION SECONDARY OFFERING OF COMMON SHARES

/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/

June 6, 2018 – VANCOUVER, BC – Pinnacle Renewable Holdings Inc. (“Pinnacle”) announced today that ONCAP II L.P., ONCAP US (II) L.P., ONCAP (US) II-A L.P., ONEX Parallel Investment (ONCAP) L.P. and Biomass EI Ltd. (collectively the “ONCAP Entities”), Rob Swaan Holdings Inc. and Jim Swaan Holdings Inc. (collectively the “Selling Shareholders”) have entered into an agreement with Pinnacle and a syndicate of underwriters led by CIBC Capital Markets, RBC Capital Markets, Scotiabank and BMO Capital Markets (collectively the “Underwriters”), pursuant to which the Underwriters have agreed to purchase on a bought deal basis an aggregate of 3,640,000 common shares of Pinnacle held by the Selling Shareholders at an offering price of $13.75 per share (the “Offering Price”) for total gross proceeds to the Selling Shareholders of approximately $50 million (the “Offering”). Pinnacle will not receive any proceeds from the Offering.

The Underwriters have also been granted an over-allotment option (the “Over-Allotment Option”) by the Selling Shareholders to purchase up to an additional 546,000 common shares from the Selling Shareholders at the Offering Price for additional gross proceeds of approximately $7,507,500 if the Over-Allotment Option is exercised in full. The Over-Allotment Option can be exercised at any time, in whole or in part, for a period of 30 days from the closing date of the Offering.

A preliminary short form prospectus relating to the Offering will be filed by no later than June 12, 2018 with Canadian securities regulatory authorities in each of the provinces and territories of Canada.

Upon completion of the Offering and assuming no exercise of the Over-Allotment Option, the ONCAP Entities will, directly or indirectly, own or control approximately 10,903,809 common shares, representing approximately 33.1% of the issued and outstanding common shares. Rob Swaan Holdings Inc. and Jim Swaan Holdings Inc. will own or control 732,288 and 732,288 Common shares, respectively, representing approximately 2.2% and 2.2% of the issued and outstanding Common shares.

The closing of the Offering is expected to occur on or about June 26, 2018, subject to customary closing conditions.

No securities regulatory authority has either approved or disapproved of the contents of this news release. The common shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws. Accordingly, the common shares may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities of Pinnacle in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Pinnacle

Pinnacle is a rapidly growing industrial wood pellet manufacturer and distributor and the third largest producer in the world. Pinnacle produces renewable fuel for electricity generation in the form of industrial wood pellets, which are used by global utilities and large-scale power generators to produce renewable and reliable baseload power. Pinnacle is a trusted supplier to its customers, who require reliable, high quality fuel supply to maximize utilization of their facilities. Pinnacle takes pride in its industry leading safety practices. Pinnacle operates seven industrial wood pellet production facilities, a port terminal in Prince Rupert, B.C., and currently has a new production facility under construction in Smithers, B.C. Pinnacle has entered into long-term take-or-pay contracts with utilities in the U.K., Europe and Asia that represent 104% of its production capacity through 2021 and nearly 87% of its production capacity through 2026.

For further information: Investor Relations, Pinnacle Renewable Energy, Tel: 1-877-737-4344, Email: investors@pinnaclepellet.com, Web: www.pinnaclepellet.com


Ted Liu
Ted Liu, M.Sc. (Mining), MBA (Finance), is the Editor of Private Capital Journal, TechnologyMetals.ca, GoldSilverMetals.ca, and former Editor of Canadian Private Equity. Ted has been passionately tracking Canadian private capital industry since 1992, most recently served as Research Director for The Canadian Venture Capital and Private Equity Association (CVCA). Ted was the architect of CVCA infobase, and is the architect of sophisticated and advanced CPE Media Private Capital Dealbase. Ted is President of CPE Media Inc., Canada's independent, trusted and unbiased data provider tracking Canadian VC/PE, private capital industry and public market.
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