pinetreeetal_03152010.htm

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Hrj7qJuGidtfWPYCk5C8hMru5e3SrxaZypMOjgK54bfxoXFPFxU5lvuLDTJRnkgc zBfLSUbE2CjcdlcyPPXngg== 0000908230-10-000015.txt : 20100325 0000908230-10-000015.hdr.sgml : 20100325 20100325172345 ACCESSION NUMBER: 0000908230-10-000015 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100325 DATE AS OF CHANGE: 20100325 GROUP MEMBERS: PINETREE CAPITAL LTD. GROUP MEMBERS: SHELDON INWENTASH SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Energizer Resources, Inc. CENTRAL INDEX KEY: 0001302084 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 200803515 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-81848 FILM NUMBER: 10705281 BUSINESS ADDRESS: STREET 1: 520 ? 141 ADELAIDE ST. W. CITY: TORONTO STATE: A6 ZIP: M5H 3L5 BUSINESS PHONE: 416-364-4986 MAIL ADDRESS: STREET 1: 520 ? 141 ADELAIDE ST. W. CITY: TORONTO STATE: A6 ZIP: M5H 3L5 FORMER COMPANY: FORMER CONFORMED NAME: Uranium Star Corp. DATE OF NAME CHANGE: 20070214 FORMER COMPANY: FORMER CONFORMED NAME: Yukon Resources Corp. DATE OF NAME CHANGE: 20040901 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Pinetree Resource Partnership CENTRAL INDEX KEY: 0001408655 IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 130 KING STREET WEST STREET 2: SUITE 2500 CITY: TORONTO STATE: A6 ZIP: M5X 1A9 BUSINESS PHONE: 416-941-9600 MAIL ADDRESS: STREET 1: 130 KING STREET WEST STREET 2: SUITE 2500 CITY: TORONTO STATE: A6 ZIP: M5X 1A9 SC 13G 1 pinetreeetal_03152010.htm PINETREE ETAL 13G 031510 pinetreeetal_03152010.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

ENERGIZER RESOURCES INC.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

91702P104

(CUSIP Number)

March 15, 2010

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this

Schedule is filed:

[_] Rule 13d-1(b)

[x] Rule 13d-1(c)

[_] Rule 13d-1(d)

----------

*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 in 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 (however, see the Notes).

Page 1 of 10 pages

CUSIP No. 91702P104
1. Names of Reporting Persons Pinetree Resource Partnership
2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b)
3. SEC Use Only
4. Citizenship or Place of Organization Ontario, Canada
Number of Shares Beneficially Owned by Each Reporting Person with	5. Sole Voting Power 0
	6. Shared Voting Power 8,350,000
	7. Sole Dispositive Power 0
	8. Shared Dispositive Power 8,350,000
9. Aggregate Amount Beneficially Owned by each Reporting Person 8,350,000
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11. Percent of Class Represented by Amount in Row (9) 7.5%
12. Type of Reporting Person (See Instructions) PN

Page 2 of 10 pages

CUSIP No. 91702P104
1. Names of Reporting Persons Pinetree Capital Ltd.
2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b)
3. SEC Use Only
4. Citizenship or Place of Organization Ontario, Canada
Number of Shares Beneficially Owned by Each Reporting Person with	5. Sole Voting Power 0
	6. Shared Voting Power 8,350,000
	7. Sole Dispositive Power 0
	8. Shared Dispositive Power 8,350,000
9. Aggregate Amount Beneficially Owned by each Reporting Person 8,350,000
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11. Percent of Class Represented by Amount in Row (9) 7.5%
12. Type of Reporting Person (See Instructions) CO

Page 3 of 10 pages

CUSIP No. 91702P104
1. Names of Reporting Persons Sheldon Inwentash
2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b)
3. SEC Use Only
4. Citizenship or Place of Organization Canada
Number of Shares Beneficially Owned by Each Reporting Person with	5. Sole Voting Power 2,750,000
	6. Shared Voting Power 8,350,000
	7. Sole Dispositive Power 2,750,000
	8. Shared Dispositive Power 8,350,000
9. Aggregate Amount Beneficially Owned by each Reporting Person 11,100,000
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11. Percent of Class Represented by Amount in Row (9) 9.8%
12. Type of Reporting Person (See Instructions) IN

Page 4 of 10 pages

Item 1(a). Name of Issuer:

Energizer Resources Inc.

Item 1(b). Address of Issuer's Principal Executive Offices:

520-141 Adelaide Street W.

Toronto, Ontario M5H 3L5

Canada

Item 2(a). Name of Person(s) Filing:

Pinetree Resource Partnership

Pinetree Capital Ltd.

Sheldon Inwentash

Item 2(b). Address of Principal Business Office, or if None, Residence:

The address of the principal business office of Pinetree Resource Partnership is 130 King St. West, Suite 2500, Toronto, Ontario, Canada M5X 1A9.

The address of the principal business office of Pinetree Capital Ltd. is 130 King St. West, Suite 2500, Toronto, Ontario, Canada M5X 1A9.

The address of the principal business office of Sheldon Inwentash is 130 King Street West, Suite 2500, Toronto, Ontario Canada M5X 1A9.

Item 2(c). Citizenship:

Pinetree Resource Partnership is a partnership organized under the laws of Ontario, Canada.

Pinetree Capital Ltd. is a corporation organized under the laws of Ontario, Canada.

Sheldon Inwentash is a Canadian citizen.

Item 2(d). Title of Class of Securities:

Common Stock, $0.001 par value per share

Item 2(e). CUSIP Number:

91702P104

Item 3. If this statement is filed pursuant to Rule 13d-1(b), or Rule 13d-2(b) or (c), check whether the person filing is a:

(a)	[_]	Broker or dealer registered under section 15 of the Act.
(b)	[_]	Bank as defined in section 3(a)(6) of the Act.
(c)	[_]	Insurance company as defined in section 3(a)(19) of the Act

Page 5 of 10 pages

(d)	[_]	Investment company registered under section 8 of the Investment Company Act of 1940.
(e)	[_]	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)	[_]	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g)	[_]	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h)	[_]	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
(i)	[_]	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940;
(j)	[_]	A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
(k)	[_]	Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____________________________________.

Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount beneficially owned:

As of the date of this filing, Pinetree Resource Partnership beneficially owns an aggregate of 8,350,000 shares of Common Stock of the Issuer (the “PR Shares”), including 4,850,000 shares of Common Stock and 3,500,000 shares of Common Stock issuable upon the exercise of warrants held by Pinetree Resource Partnership.

As of the date hereof, Sheldon Inwentash (“Inwentash”) is deemed to beneficially own an aggregate of 11,100,000 shares of Common Stock. This amount includes the PR Shares and 2,750,000 shares of Common Stock that Inwentash owns directly (the “Inwentash Shares”). The Inwentash Shares include 750,000 shares of Common Stock issuable upon the exercise of warrants held by Inwentash.

Pinetree Capital Ltd. beneficially owns 100% of Pinetree Resource Partnership and therefore may be deemed to have beneficial ownership 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 Ltd., Inwentash may be deemed to have shared power to vote the PR Shares. Inwentash disclaims beneficial ownership of the PR Shares.

(b) Percent of class:

The PR Shares represent approximately 7.5% of the Issuer’s Common Stock, based on 108,511,024 issued and outstanding shares of Common Stock of the Issuer as of March 15, 2010.

The PR Shares and the Inwentash Shares together represent approximately 9.8% of the Issuer’s Common Stock, based on 108,511,024 issued and outstanding shares of Common Stock of the Issuer as of March 15, 2010.

Page 6 of 10 pages

(i) Sole power to vote or to direct the vote:

Pinetree Resource Partnership: 0

Pinetree Capital Ltd.: 0

Inwentash 2,750,000

(ii) Shared power to vote or to direct the vote:

Pinetree Resource Partnership: 8,350,000

Pinetree Capital Ltd.: 8,350,000

Inwentash 8,350,000

(iii) Sole power to dispose or to direct the disposition of:

Pinetree Resource Partnership: 0

Pinetree Capital Ltd.: 0

Inwentash 2,750,000

(iv) Shared power to dispose or to direct the disposition of:

Pinetree Resource Partnership: 8,350,000

Pinetree Capital Ltd.: 8,350,000

Inwentash 8,350,000

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof, the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

Item 6. Ownership of More Than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable

Item 8. Identification and Classification of Members of the Group.

Not Applicable

Item 9. Notice of Dissolution of Group.

Not Applicable

Item 10. Certifications.

(a) Not applicable.

(b) Not applicable.

Page 7 of 10 pages

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Page 8 of 10 pages

SIGNATURE

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.

	March 25, 2010
	(Date)
	PINETREE RESOURCE PARTNERSHIP
	By: /s/ Larry Goldberg
	Name: Larry Goldberg
	Title: Authorized Signing Officer*


	PINETREE CAPITAL LTD.
	By: /s/ Larry Goldberg
	Name: Larry Goldberg
	Title: Executive Vice President and Chief Financial Officer

	/s/ Sheldon Inwentash
	Sheldon Inwentash

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties for whom copies are to be sent.

Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).

_________________________________

Resolutions of the partners of Pinetree Resource Partnership, dated as of April 20, 2006 (the “Resolutions”), appoint Mr. Goldberg as Authorized Signing Officer. The Resolutions, which were filed as Exhibit 2 to Amendment No. 1 to Schedule 13D filed by Pinetree Resource Partnership with respect to Bontan Corporation on May 5, 2006, are incorporated herein by reference.

Page 9 of 10 pages

EX-99.1 2 pinetreeetal_exhibit1-031510.htm PINETREE ETAL EXHIBIT 1 13G 031510 pinetreeetal_exhibit1-031510.htm

Joint Filing Agreement

Joint Filing Agreement, dated as of March 25, 2010, among Pinetree Resource Partnership, Pinetree Capital Ltd. and Sheldon Inwentash (collectively, the “Parties”).

Each of the Parties hereto represents to the other Parties that it is eligible to use Schedule 13G to report its beneficial interest in shares of common stock, $0.001 par value per share, of Energizer Resources Inc. (“Schedule 13G”) and it will file the Schedule 13G on behalf of itself.

Each of the Parties agrees to be responsible for the timely filing of the Schedule 13G and any and all amendments thereto and for the completeness and accuracy of the information concerning itself contained in the Schedule 13G, but not for the completeness or accuracy of the information concerning the other Parties except to the extent it knows or has reason to believe that any information about the other Parties is inaccurate.

	PINETREE RESOURCE PARTNERSHIP
	By: /s/ Larry Goldberg
	Name: Larry Goldberg
	Title: Authorized Signing Officer*


	PINETREE CAPITAL LTD.
	By: /s/ Larry Goldberg
	Name: Larry Goldberg
	Title: Executive Vice President and Chief Financial Officer

	/s/ Sheldon Inwentash
	Sheldon Inwentash

Page 10 of 10 pages

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