Fortress Minerals Corp.
TSX VENTURE : FST

Fortress Minerals Corp.

December 01, 2008 18:50 ET

Fortress Closes First Tranche of Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 1, 2008) - Fortress Minerals Corp. ("Fortress") (TSX VENTURE:FST) reports that it has closed the first tranche of the private placement announced on November 7, 2008 and amended on November 14, 2008. The Company sold on a non-brokered, private placement basis an aggregate of 16.25 million units of Fortress at a price of Cdn $0.20 per unit for gross proceeds of Cdn $3.25 million. A first tranche of 11.25 million units has now closed with the remaining portion of the private expected to close in the near future, subject to regulatory approval.

Each unit comprises one common share and one non-transferable share purchase warrant. Each share purchase warrant is exercisable into one common share over a period of two years at a price of Cdn $0.25 per share for the first year and Cdn $0.30 per share the second year. In addition, each warrant will have a forced exercise provision attached commencing on the expiry of any applicable hold period on the underlying common share, stating that if, for ten consecutive trading days, the TSX Venture Exchange (or such other primary stock exchange as may be applicable) closing price of the listed shares of Fortress exceeds $0.50 then the exercise period of each warrant will be reduced to a period of 30 days following receipt of notice to the warrantholder from Fortress.

A 5% finder's fee is payable on a portion of the private placement. The units issued pursuant to the private placement will be subject to a four month hold period. Net proceeds of the private placement will be used towards ongoing work at Fortress's Svetloye gold project in Russia as well as for general working capital purposes.

ON BEHALF OF THE BOARD

Lukas H. Lundin, President and CEO

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

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