CUSIP
No. 09852M101
|
|||||
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (entities
only)
PINETREE
RESOURCE
PARTNERSHIP
|
||||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
(b)
|
||||
3
|
SEC
USE ONLY
|
||||
4
|
SOURCE
OF FUNDS (See
Instructions)
PF
|
||||
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS
IS
REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
||||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
ONTARIO
|
||||
7
|
SOLE
VOTING POWER
0
(SEE
ITEMS 2 AND
5)
|
||||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
8
|
SHARED
VOTING POWER
5,112,000
(SEE
ITEMS 2 AND
5)
|
|||
9
|
SOLE
DISPOSITIVE POWER
0
(SEE
ITEMS 2
AND 5)
|
||||
10
|
SHARED
DISPOSITIVE POWER
5,112,000
(SEE
ITEMS 2 AND
5)
|
||||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,112,000
(SEE
ITEMS 2 AND
5)
|
||||
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
||||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.7
% (SEE ITEMS 2 AND 5)
|
||||
14
|
TYPE
OF REPORTING PERSON (See
Instructions)
PN
|
CUSIP
No. 09852M101
|
|||||
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (entities
only)
GENEVEST
INC.
|
||||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
(b)
|
||||
3
|
SEC
USE ONLY
|
||||
4
|
SOURCE
OF FUNDS (See
Instructions)
PF
|
||||
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS
IS
REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
||||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
ALBERTA
|
||||
7
|
SOLE
VOTING POWER
0
(SEE
ITEMS
2 AND 5)
|
||||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
8
|
SHARED
VOTING POWER
5,112,000
(SEE
ITEMS
2 AND 5)
|
|||
9
|
SOLE
DISPOSITIVE POWER
0
(SEE
ITEMS
2 AND 5)
|
||||
10
|
SHARED
DISPOSITIVE POWER
5,112,000
(SEE
ITEMS
2 AND 5)
|
||||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,112,000
(SEE
ITEMS
2 AND 5)
|
||||
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
||||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.7
% (SEE
ITEM 5)
|
||||
14
|
TYPE
OF REPORTING PERSON (See
Instructions)
CO
|
CUSIP
No. 09852M101
|
|||||
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (entities
only)
EMERALD
CAPITAL
CORP.
|
||||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
(b)
|
||||
3
|
SEC
USE ONLY
|
||||
4
|
SOURCE
OF FUNDS (See
Instructions)
PF
|
||||
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS
IS
REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
||||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
ALBERTA
|
||||
7
|
SOLE
VOTING POWER
0
(SEE
ITEMS
2 AND 5)
|
||||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
8
|
SHARED
VOTING POWER
5,112,000
(SEE
ITEMS
2 AND 5)
|
|||
9
|
SOLE
DISPOSITIVE POWER
0
(SEE
ITEMS
2 AND 5)
|
||||
10
|
SHARED
DISPOSITIVE POWER
5,112,000
(SEE
ITEMS
2 AND 5)
|
||||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,112,000
(SEE
ITEMS
2 AND 5)
|
||||
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
||||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.7
% (SEE ITEM 5)
|
||||
14
|
TYPE
OF REPORTING PERSON (See
Instructions)
CO
|
CUSIP
No. 09852M101
|
|||||
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (entities
only)
PINETREE
CAPITAL
LTD.
|
||||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
(b)
|
||||
3
|
SEC
USE ONLY
|
||||
4
|
SOURCE
OF FUNDS (See
Instructions)
PF
|
||||
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS
IS
REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
||||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
ONTARIO
|
||||
7
|
SOLE
VOTING POWER
0
(SEE
ITEMS
2 AND 5)
|
||||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
8
|
SHARED
VOTING POWER
5,112,000
(SEE
ITEMS
2 AND 5)
|
|||
9
|
SOLE
DISPOSITIVE POWER
0
(SEE
ITEMS
2 AND 5)
|
||||
10
|
SHARED
DISPOSITIVE POWER
5,112,000
(SEE
ITEMS
2 AND 5)
|
||||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,112,000
(SEE
ITEMS
2 AND 5)
|
||||
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
||||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.7
% (SEE
ITEM 5)
|
||||
14
|
TYPE
OF REPORTING PERSON (See
Instructions)
CO
|
CUSIP
No. 09852M101
|
|||||
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (entities
only)
SHELDON
INWENTASH
|
||||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
(b)
|
||||
3
|
SEC
USE ONLY
|
||||
4
|
SOURCE
OF FUNDS (See
Instructions)
PF
|
||||
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS
IS
REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
||||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
CANADA
|
||||
7
|
SOLE
VOTING POWER
2,500,000
(SEE
ITEMS
2 AND 5)
|
||||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
8
|
SHARED
VOTING POWER
5,112,000
(SEE
ITEMS
2 AND 5)
|
|||
9
|
SOLE
DISPOSITIVE POWER
2,500,000
(SEE
ITEMS
2 AND 5)
|
||||
10
|
SHARED
DISPOSITIVE POWER
5,112,000
(SEE
ITEMS
2 AND 5)
|
||||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,612,000
(SEE
ITEMS
2 AND 5)
|
||||
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
||||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN
ROW (11)
25.5
% (SEE
ITEM 5)
|
||||
14
|
TYPE
OF REPORTING PERSON (See
Instructions)
IN
|
(a)-(c)
|
This
Schedule 13D is being filed by Pinetree Resource Partnership, a general
partnership formed under the laws of Ontario (“Pinetree Resource”), and by
Pinetree Capital Ltd. (“Pinetree Capital”), a corporation formed under the
laws of the Province of Ontario, Canada. Pinetree Capital is the
parent
company and holds 92% of the outstanding stock of Pinetree Resource.
The
principal businesses of Pinetree Resource and Pinetree Capital are
private
investment. This Schedule 13D is also being filed by Genevest inc.,
a
corporation formed under the laws of the Province of Alberta, Canada
(“Genevest”), and Emerald Capital Corp., a corporation formed under the
laws of the Province of Alberta, Canada (“Emerald”). Genevest holds 7.99%
of the outstanding stock of Pinetree Resource and Emerald holds .01%
of
the outstanding stock of Pinetree Resource. The principal businesses
of
Genevest and Emerald are private investment. This Schedule 13D is
also
being filed by Sheldon Inwentash (“Inwentash”). Inwentash is the Chief
Executive Officer of Pinetree Capital.
|
|
|
The
address of the principal office of each of Pinetree Resource, Pinetree
Capital, Genevest and Emerald is The Exchange Tower, 130 King Street
West,
Suite 2810, Toronto, Ontario M5X 1A9.
|
|
(d)
|
During
the past five years, neither Pinetree Resource nor, to Pinetree Resource’s
knowledge, any of its executive officers or directors has been convicted
in a criminal proceeding (excluding traffic violations and similar
misdemeanors). During the past five years, neither Pinetree Capital
nor,
to Pinetree Capital’s knowledge, any of its executive officers, directors
or controlling persons has been convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors). During the
past
five years, neither Genevest nor, to Genevest’s knowledge, any of its
executive officers or directors has been convicted in a criminal
proceeding (excluding traffic violations and similar misdemeanors).
During
the past five years, neither Emerald nor, to Emerald’s knowledge, any of
its executive officers or directors has been convicted in a criminal
proceeding (excluding traffic violations and similar misdemeanors).
During
the past five years, Inwentash has not been convicted in a criminal
proceeding (excluding traffic violations and similar
misdemeanors).
|
(e)
|
During
the past five years, neither Pinetree Resource nor, to Pinetree Resource’s
knowledge, any of its executive officers or directors has been a
party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was or is subject to
a
judgment, decree or final order enjoining future violations of or
prohibiting or mandating activity subject to federal or state securities
laws or finding any violation with respect to such laws. During the
past
five years, neither Pinetree Capital nor, to Pinetree Capital’s knowledge,
any of its executive officers, directors or controlling persons has
been a
party to a civil proceeding of a judicial or administrative body
of
competent jurisdiction as a result of which such person was or is
subject
to a judgment, decree or final order enjoining future violations
of or
prohibiting or mandating activity subject to federal or state securities
laws or finding any violation with respect to such laws. During the
past
five years, neither Genevest nor, to Genevest’s knowledge, any of its
executive officers or directors has been a party to a civil proceeding
of
a judicial or administrative body of competent jurisdiction as a
result of
which such person was or is subject to a judgment, decree or final
order
enjoining future violations of or prohibiting or mandating activity
subject to federal or state securities laws or finding any violation
with
respect to such laws. During the past five years, neither Emerald
nor, to
Emerald’s knowledge, any of its executive officers or directors has been
a
party to a civil proceeding of a judicial or administrative body
of
competent jurisdiction as a result of which such person was or is
subject
to a judgment, decree or final order enjoining future violations
of or
prohibiting or mandating activity subject to federal or state securities
laws or finding any violation with respect to such laws. During the
past
five years, Inwentash has not been a party to a civil proceeding
of a
judicial or administrative body of competent jurisdiction as a result
of
which such person was or is subject to a judgment, decree or final
order
enjoining future violations of or prohibiting or mandating activity
subject to federal or state securities laws or finding any violation
with
respect to such laws.
|
(f)
|
The
name, citizenship, business address, principal business occupation
or
employment of each of the directors and executive officers of Pinetree
Resource, Pinetree Capital, Genevest and Emerald are set forth on
Annex A
hereto. Inwentash is a Canadian
citizen.
|
(a)
|
As
of the date hereof, Pinetree Resource is deemed to beneficially own
an
aggregate of 5,112,000 shares of Common Stock (the “PR Shares”),
representing approximately 17.7% of the number of shares of Common
Stock
outstanding of the Company. As of the date hereof, Inwentash is deemed
to
beneficially own an aggregate of 7,612,000 shares of Common Stock,
representing approximately 25.5% of the number of shares of Common
Stock
outstanding of the Company. This amount includes the PR Shares and
2,500,000 shares of Common Stock that Inwentash owns directly (the
“Inwentash Shares”). As of the close of the private placement in which
Pinetree Resource and Inwentash purchased Units, the Company had
26,853,884 shares of Common Stock outstanding.
|
|
(b)
|
By
virtue of Pinetree Resource’s direct ownership of the PR Shares and
Pinetree Capital, Genevest and Emerald’s ownership and control of Pinetree
Resource, Pinetree Capital, Genevest, Emerald and Pinetree Resource
may be
deemed to have shared power to vote and dispose or direct the vote
and
direct the disposition of the PR Shares.
|
|
Inwentash
has sole power to direct the vote and to direct the disposition of
the
Inwentash Shares. By virtue of his position as Chief Executive Officer
of
Pinetree Capital, Inwentash may be deemed to have shared
power to vote the PR Shares. Inwentash disclaims beneficial ownership
of
the PR Shares.
|
||
(c)
|
Pinetree
Resource made the following purchases in the past 60 days:
|
Date
|
Securities
purchased
|
Price
per share/Unit
|
Nature
of Transaction
|
|||
February
27, 2006
|
371,721
shares of Common Stock
|
$0.25
|
Private
transaction with third party
|
|||
March
6, 2006
|
12,000
shares of Common Stock
|
$0.45
|
Open
market
|
|||
March
20, 2006
|
140,000
shares of Common Stock
|
$0.25
|
Private
transaction with third party
|
|||
March
24, 2006
|
50,000
shares of Common Stock
|
$0.65
|
Open
market
|
|||
March
27, 2006
|
50,000
shares of Common Stock
|
$0.62
|
Open
market
|
|||
March
31, 2006
|
2,000,000
Units
|
$0.25
|
Private
placement with the Company
|
Date
|
Securities
purchased
|
Price
per share/Unit
|
Nature
of Transaction
|
|||
March
31, 2006
|
500,000
shares of Common Stock
|
$0.25
|
Private
transaction with third party
|
|||
April
3, 2006
|
1,000,000
Units
|
$0.40
|
Private
placement with the Company
|
(d)
|
Not
applicable.
|
|
(e)
|
Not applicable.
|
1. |
Joint
Filing Agreement between Pinetree Resource Partnership, Genevest
inc.,
Emerald Capital Corp., Pinetree Capital Ltd. and Sheldon Inwentash
dated
as of April 26, 2006.
|
Name
and Citizenship
|
Principal
Occupation or Employment and Business Address
|
|
Sheldon
Inwentash
Canadian
citizen
|
Director
of Pinetree Resource
Chief
Executive Officer
Pinetree
Capital Ltd.
The
Exchange Tower
130
King Street West
Toronto,
Ontario, M5X 1A9, Canada
|
|
Larry
Goldberg
Canadian
citizen
|
Director
of Pinetree Resource
Executive
Vice-President and CFO
Pinetree
Capital Ltd.
The
Exchange Tower
130
King Street West
Toronto,
Ontario, M5X 1A9, Canada
|
Name
|
Principal
Occupation or Employment and Business Address
|
|
Sheldon
Inwentash
Canadian
citizen
|
Chief
Executive Officer
Pinetree
Capital Ltd.
The
Exchange Tower
130
King Street West
Toronto,
Ontario, M5X 1A9, Canada
|
|
Larry
Goldberg
Canadian
citizen
|
Executive
Vice-President and CFO
Pinetree
Capital Ltd.
The
Exchange Tower
130
King Street West
Toronto,
Ontario, M5X 1A9, Canada
|
|
Lynn
Factor
Canadian
citizen
|
Director
of Pinetree Capital
Independent
business woman
c/o
Pinetree Capital Ltd.
The
Exchange Tower
130
King Street West
Toronto,
Ontario, M5X 1A9, Canada
|
|
Bruno
Maruzzo
Canadian
citizen
|
Director
of Pinetree Capital
Principal
of Technoventure Inc., a business consulting company
800
Petrolia Road, Unit 15
Toronto,
Ontario, M3J 3K4, Canada
|
Steve
Saviuk
Canadian
citizen
|
Director
of Pinetree Capital
Chief
Executive Officer of Manitex Capital Inc., an investment
company
16667
Hymus Blvd.
Kirkland,
Quebec, H9H 4R9, Canada
|
|
Ron
Perry
Canadian
citizen
|
Director
of Pinetree Capital
Principal
of Briolijor Corporation, a business consulting company
28
Appleglen
Hudson,
Quebec, J0P 1H0, Canada
|
|
Kent
Moore
Canadian
citizen
|
Director
of Pinetree Capital
Professor
with the Department of Physics, University of Toronto
864
Davenport Rd.
Toronto,
Ontario, M6G 2B6, Canada
|
|
Joseph
Greenberg
Canadian
citizen
|
Director
of Pinetree Capital
Doctor
619
Bathurst St.
Toronto,
Ontario, M5S 2P8, Canada
|
Name
|
Principal
Occupation or Employment and Business Address
|
|
Sheldon
Inwentash
Canadian
citizen
|
Director
of Genevest
Chief
Executive Officer
Pinetree
Capital Ltd.
The
Exchange Tower
130
King Street West
Toronto,
Ontario, M5X 1A9, Canada
|
|
Larry
Goldberg
Canadian
citizen
|
Director
of Genevest
Executive
Vice-President and CFO
Pinetree
Capital Ltd.
The
Exchange Tower
130
King Street West
Toronto,
Ontario, M5X 1A9, Canada
|
|
Lynn
Factor
Canadian
citizen
|
Director
of Genevest
Independent
business woman
c/o
Pinetree Capital Ltd.
The
Exchange Tower
130
King Street West
Toronto,
Ontario, M5X 1A9, Canada
|
Bruno
Maruzzo
Canadian
citizen
|
Director
of Genevest
Principal
of Technoventure Inc., a business consulting company
800
Petrolia Road, Unit 15
Toronto,
Ontario, M3J 3K4, Canada
|
|
Steve
Saviuk
Canadian
citizen
|
Director
of Genevest
Chief
Executive Officer of Manitex Capital Inc., an investment
company
16667
Hymus Blvd.
Kirkland,
Quebec, H9H 4R9, Canada
|
|
Ron
Perry
Canadian
citizen
|
Director
of Genevest
Principal
of Briolijor Corporation, a business consulting company
28
Appleglen
Hudson,
Quebec, J0P 1H0, Canada
|
|
Kent
Moore
Canadian
citizen
|
Director
of Genevest
Professor
with the Department of Physics, University of Toronto
864
Davenport Rd.
Toronto,
Ontario, M6G 2B6, Canada
|
|
Joseph
Greenberg
Canadian
citizen
|
Director
of Genevest
Doctor
619
Bathurst St.
Toronto,
Ontario, M5S 2P8, Canada
|
Name
|
Principal
Occupation or Employment and Business Address
|
|
Sheldon
Inwentash
Canadian
citizen
|
Director
of Emerald Capital
Chief
Executive Officer
Pinetree
Capital Ltd.
The
Exchange Tower
130
King Street West
Toronto,
Ontario, M5X 1A9, Canada
|