SC 13D 1 pinetree_13d-090308.txt PINETREE CAPITAL LTD. 090308 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ___)* NEARCTIC NICKEL MINES INC. -------------------------- (Name of Issuer) Common Shares with No Par Value ------------------------------- (Title of Class of Securities) 639498104 --------- (CUSIP Number) Pinetree Capital Ltd. The Exchange Tower 130 King Street West, Suite 2500 Toronto, Ontario, Canada M5X 1A9 Telephone: (416) 941-9600 Attention: Richard Patricio --------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copies to: Ralph W. Norton, Esq. Davis & Gilbert LLP 1740 Broadway New York, New York 10019 (212) 468-4800 September 3, 2008 ----------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. |_| NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.ss. 240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. Page 1 of 11 pages -------------------------------------- | CUSIP No. 639498104 | -------------------------------------- -------------------------------------------------------------------------------- 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) WC -------------------------------------------------------------------------------- 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 |8. SHARED VOTING POWER Shares | Beneficially | 7,000,000 (SEE ITEMS 2 AND 5) Owned by | Each |------------------------------------------------------- Reporting |9. SOLE DISPOSITIVE POWER Person with | | 0 (SEE ITEMS 2 AND 5) | |------------------------------------------------------- |10. SHARED DISPOSITIVE POWER | | 7,000,000 (SEE ITEMS 2 AND 5 | -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,000,000 (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) 20.4 % (SEE ITEMS 2 AND 5) -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON (See Instructions) PN -------------------------------------------------------------------------------- Page 2 of 11 pages -------------------------------------- | CUSIP No. 639498104 | -------------------------------------- -------------------------------------------------------------------------------- 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) AF -------------------------------------------------------------------------------- 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 |8. SHARED VOTING POWER Shares | Beneficially | 7,000,000 (SEE ITEMS 2 AND 5) Owned by | Each |------------------------------------------------------- Reporting |9. SOLE DISPOSITIVE POWER Person with | | 0 (SEE ITEMS 2 AND 5) | |------------------------------------------------------- |10. SHARED DISPOSITIVE POWER | | 7,000,000 (SEE ITEMS 2 AND 5 | -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,000,000 (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) 20.4 % (SEE ITEMS 2 AND 5) -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON (See Instructions) CO -------------------------------------------------------------------------------- Page 3 of 11 pages Item 1. Security and Issuer. The title of the class of equity securities to which this statement relates is common shares, no par value per share (the "Common Shares") of Nearctic Nickel Mines Inc., a corporation formed under the laws of Canada (the "Company"). The address of the principal executive offices of the Company is 160 Matheson Boulevard East, Unit 5, Mississauga, Ontario, L4Z 1V4, Canada. Item 2. Identity and Background. (a)-(c) This Schedule 13D is being filed by Pinetree Resource Partnership, a general partnership formed under the laws of the province 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 91.41% of the outstanding equity interests of Pinetree Resource. Genevest inc., a corporation formed under the laws of the Province of Alberta, Canada ("Genevest"), holds 8.58% of the outstanding equity interests of Pinetree Resource. Emerald Capital Corp., a corporation formed under the laws of the Province of Alberta, Canada ("Emerald"), holds .01% of the outstanding equity interests of Pinetree Resource. Pinetree Capital holds 100% of the outstanding capital stock of each of Genevest and Emerald. The principal businesses of Pinetree Resource, Pinetree Capital, Genevest and Emerald are private investment. 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 2500, 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). (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 Page 4 of 11 pages 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. (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. Item 3. Source and Amount of Funds and Other Consideration. On July 6, 2006, Pinetree Resource purchased 1,000,000 units from the Company in a private placement at a price of CAD$0.50 per unit, each unit consisting of one Common Share and one five year share purchase warrant. Each warrant entitles the holder thereof to purchase one Common Share at a price of CAD$1.00 per share. Pinetree Resource used its working capital to acquire the units. On September 3, 2008, Pinetree Resource purchased a convertible debenture with a principal amount of CAD$1,000,000 from the Company in a private placement. The debenture is due August 25, 2010 and is secured by all of the Company's shares in its subsidiary Ungava Mines Inc. Interest is payable on the debenture at the rate of 12% per annum. The debenture may be converted at any time up to and including August 25, 2010 into units of the Company at a conversion price of CAD$0.40 per unit. Each unit consists of one Common Share and one five year share purchase warrant. Each warrant entitles the holder thereof to purchase one Common Share for CAD$0.75 per share. Pinetree Resource used its working capital to acquire the debenture. Page 5 of 11 pages Item 4. Purpose of Transaction. (a) - (j). The units and the debenture were acquired for investment purposes. Pinetree Capital is a diversified investment, financial advisory and merchant banking firm focused on the small cap market. Pinetree Capital's investment approach is to build a macro position in a sector, find the micro-cap opportunities in that sector and work with those companies to build them to commercial production and create an exit. Except as set forth in this Item 4, neither Pinetree Resource nor Pinetree Capital have any present plans that relate to or would result in: the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; any material change in the present capitalization or dividend policy of the Company; any other material change in the Company's business or corporate structure; changes in the Company's charter, bylaws or instruments corresponding thereto or other actions that may impede the acquisition of control of the Company by any person; causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; causing a class of equity securities of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or any action similar to the foregoing. Item 5. Interest in Securities of the Issuer. (a) As of the date hereof, Pinetree Resource is deemed to beneficially own an aggregate of 7,000,000 Common Shares (the "PR Shares"), representing approximately 20.4% of the number of Common Shares outstanding of the Company. Pinetree Capital directly owns over 90% and beneficially owns 100% of Pinetree Resource and therefore may be deemed to have beneficial ownership of the shares owned by Pinetree Resource. As of the close of the private placement in which Pinetree Resource purchased Units, the Company had 28,263,276 shares of Common Stock outstanding. (b) By virtue of Pinetree Resource's direct ownership of the PR Shares and Pinetree Capital's ownership and control of Pinetree Resource, Pinetree Capital may be deemed to have shared power to vote and dispose or direct the vote and direct the disposition of the PR Shares. (c) See Item 3. (d) Not applicable. Page 6 of 11 pages (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Except as set forth in this Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 hereof or between such persons and any person with respect to any securities of the Company, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits. 1. Joint Filing Agreement between Pinetree Resource Partnership and Pinetree Capital Ltd. dated as of September 12, 2008. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: September 12, 2008 PINETREE RESOURCE PARTNERSHIP By: /s/ Larry Goldberg ------------------ Name: Larry Goldberg Title: A.S.O. PINETREE CAPITAL LTD. By: /s/ Larry Goldberg ------------------ Name: Larry Goldberg Title: Executive Vice President and Chief Financial Officer Page 7 of 11 pages Annex A Executive Officers and Directors Pinetree Resource Partnership Name and Citizenship Principal Occupation or Employment and Business Address -------------------- ------------------------------------------------------- Sheldon Inwentash Authorized Signing Officer of Pinetree Resource Canadian citizen Chief Executive Officer of Pinetree Capital Ltd. The Exchange Tower 130 King Street West Toronto, Ontario, M5X 1A9, Canada Larry Goldberg Authorized Signing Officer of Pinetree Resource Canadian citizen Excutive Vice-President and CFO of Pinetree Capital Ltd. The Exchange Tower 130 King Street West Toronto, Ontario, M5X 1A9, Canada Richard Patricio Authorized Signing Officer of Pinetree Resource Canadian citizen Vice President, Legal & Corporate of Pinetree Capital Ltd. The Exchange Tower 130 King Street West Toronto, Ontario, M5X 1A9, Canada

Pinetree Capital Ltd. Name Principal Occupation or Employment and Business Address --- ------------------------------------------------------- Sheldon Inwentash Director and Chief Executive Officer Canadian citizen Pinetree Capital Ltd. The Exchange Tower 130 King Street West Toronto, Ontario, M5X 1A9, Canada Larry Goldberg Executive Vice-President and CFO Canadian citizen Pinetree Capital Ltd. The Exchange Tower 130 King Street West Toronto, Ontario, M5X 1A9, Canada Richard Patricio Vice President, Legal & Corporate Canadian citizen Pinetree Capital Ltd. The Exchange Tower 130 King Street West Toronto, Ontario, M5X 1A9, Canada Bruno Maruzzo Director of Pinetree Capital Canadian citizen Principal of Technoventure Inc., a business consulting company 800 Petrolia Road, Unit 15 Toronto, Ontario, M3J 3K4, Canada

Page 8 of 11 pages Peter Harder Director of Pinetree Capital Canadian citizen Senior Policy Advisor of Frazer Milner Casgrain 99 Bank Street, Suite 1420 Ottawa, Ontario, K1P 1H4, Canada Ron Perry Director of Pinetree Capital Canadian citizen Principal of Briolijor Corporation, a business consulting company 28 Appleglen Hudson, Quebec, J0P 1H0, Canada Kent Moore Director of Pinetree Capital Canadian citizen Professor with the Department of Physics, University of Toronto 864 Davenport Rd. Toronto, Ontario, M6G 2B6, Canada Alan Hibben Director of Pinetree Capital Canadian citizen Principal of Shakerhill Partners Ltd., a business consulting company Royal Bank Plaza North Tower 200 Bay St. 4th Floor Toronto ON M5J 2W7 Canada Andrew Fleming Director of Pinetree Capital Canadian citizen Senior Partner , Ogilvy Renault Royal Bank Plaza, South Tower 200 Bay Street, Sutie 3800 Toronto, Ontario, M5J 2Z4, Canada Marshall Auerback Director of Pinetree Capital Canadian citizen Independent Businessman 817 Pearl Street Denver, CO 80203 USA

Genevest inc. Name Principal Occupation or Employment and Business Address ---- ------------------------------------------------------- Sheldon Inwentash Director of Genevest Canadian citizen Chief Executive Officer Pinetree Capital Ltd. The Exchange Tower 130 King Street West Toronto, Ontario, M5X 1A9, Canada Larry Goldberg CFO Canadian citizen Pinetree Capital Ltd. The Exchange Tower 130 King Street West Toronto, Ontario, M5X 1A9, Canada Richard Patricio Vice President, Legal & Corporate Canadian citizen Pinetree Capital Ltd.

Page 9 of 11 pages The Exchange Tower 130 King Street West Toronto, Ontario, M5X 1A9, Canada Emerald Capital Corp. Name Principal Occupation or Employment and Business Address ---- ------------------------------------------------------- Sheldon Inwentash Director of Emerald Capital Canadian citizen President Pinetree Capital Ltd. The Exchange Tower 130 King Street West Toronto, Ontario, M5X 1A9, Canada Larry Goldberg CFO Canadian citizen Pinetree Capital Ltd. The Exchange Tower 130 King Street West Toronto, Ontario, M5X 1A9, Canada

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Nearctic Nickel Mines, Inc SC 13D