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VANCOUVER, BRITISH COLUMBIA, CANADA, February 9, 2022 / -- Vancouver, British Columbia – February 9, 2022 – Pinestar Gold Inc. (“Pinestar” or the “Company”) is pleased to announce further to its press release dated October 20, 2021, the closing of the non-brokered private placement (the "Concurrent Offering") of subscription receipts ("Subscription Receipts") of Pinestar, at a price of US$0.50 per Subscription Receipt for aggregate gross proceeds of US$8,000,000.

The Concurrent Financing was completed in connection with the proposed transactions outlined in the previously announced arrangement agreement dated October 18, 2021, between the Company and Jones Soda Co. (“Jones Soda”) (the “Arrangement Agreement”), pursuant to which Jones Soda agreed to acquire all of the issued and outstanding shares of Pinestar on the basis of one common share of Jones (each a “Jones Share”) for each common share of Pinestar (a “Pinestar Share”) by way of a plan of arrangement under the Business Corporations Act (British Columbia) (the “Arrangement”). In connection with the Arrangement, Pinestar agreed to complete the Concurrent Offering. Each Subscription Receipt will automatically convert into one Pinestar Share and one new share purchase warrant of Pinestar, which will then be immediately exchanged for Jones Shares and share purchase special warrants of Jones Soda (each, a “Special Warrant”) in accordance with a 1:1 exchange ratio (the “Exchange Ratio”) as part of the Arrangement. Each Special Warrant is exercisable into Jones Shares at a price of US$0.625 per share for a period of 24 months from the date of issuance, conditional upon Jones Soda increasing its authorized capital to an amount to cover the Jones Shares issuable pursuant to all of the outstanding Special Warrants as well as the other Jones Shares issuable pursuant to the then outstanding convertible/exercisable securities of Jones Soda.

The aggregate gross proceeds of the Concurrent Offering, less 50% of any applicable fees and the expenses of any agents, will be subject to escrow pending the closing of the Arrangement or the termination of the Arrangement Agreement.

All of the securities issued in the Concurrent Offering are subject to a statutory four-month hold period in accordance with Canadian securities legislation, or until such securities are exchanged or adjusted pursuant to the Arrangement. It is expected that the Jones Shares issued at the completion of the Arrangement in exchange for the Pinestar Shares issuable upon conversion of the Subscription Receipts shall not be subject to a restricted period (as such term is defined under National Instrument 45-102 – Resale Restrictions).

All of the securities issued in the Concurrent Offering have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or under any U.S. state securities laws, and may not be offered or sold in the United States without registration under the U.S. Securities Act and all applicable state securities laws or compliance with the requirements of an applicable exemption therefrom. The issuance of the Jones Shares to the holders of Pinestar Shares (including Pinestar Shares to be received upon the exercise of Subscription Receipts) in the Arrangement are intended to be exempt from the registration requirements under the U.S. Securities Act pursuant to Section 3(a)(10) of the U.S. Securities Act.
Cautionary Statements Regarding Forward Looking Information

Certain statements in this press release are “forward-looking statements” within the meaning of applicable United States securities laws and “forward-looking information” within the meaning of NI 51-102 (collectively, “forward-looking statements”). Forward-looking statements include all passages containing words such as “will,” “aims,” “anticipates,” “becoming,” “believes,” “continue,” “estimates,” “expects,” “future,” “intends,” “plans,” “predicts,” “projects,” “targets,” or “upcoming.” Forward-looking statements also include any other passages that are primarily relevant to expected future events or that can only be evaluated by events that will occur in the future. Forward-looking statements are based on the opinions and estimates of management at the time the statements are made and are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated or implied in the forward-looking statements. These forward-looking statements in this press release may include, without limitation, the ability of the parties to complete such transactions contemplated by the Arrangement Agreement, and the timing of the completion of the Arrangement. The risks and uncertainties that could cause actual results to differ materially from those anticipated or implied in the forward-looking statements include, without limitation, the possibility that the Arrangement does not close due to a failure to meet the closing conditions. Except as required by law, the Company undertakes no obligation to update any forward-looking or other statements in this press release, whether as a result of new information, future events or otherwise.

+1 416-710-4906
Michael Lerner
Pinestar Gold Inc.