Fortress Financial Group, Inc.

December 01, 2009 08:00 ET

Fortress Financial Group, Inc. -- Update Regarding Sale of Company's Gold Mining Assets and a Possible Bid for the Company

Company Is in Advanced Negotiations to Sell Its Highly Valuable Gold Properties and Is Also Considering an Offer Which Could Result in the Outright Acquisition of the Company

NEW YORK, NY--(Marketwire - December 1, 2009) - Fortress Financial Group, Inc. (PINKSHEETS: FFGO) confirmed in an announcement dated November 23, 2009 that it was in advanced discussions, which if successful, will result in the disposal of its entire remaining interests in its two Gold Properties, those being the "Bouse" and "South Copperstone" Gold Properties; or the possibility of the outright acquisition of your Company by a third party.

In that same announcement, Stockholders were cautioned that the value placed on their Company's interests in these two Gold Properties was very material and that stockholders should only rely upon the facts and valuations that are published by your Company's Management; particularly in respect of the impact upon the value per share of your Company's Common Stock.

Company Management is now giving a price per share guideline of our Common Stock based upon:

--  The unprecedented number of requests for information regarding the
    possible valuation of the Company's interests in these two Gold Properties;
--  The Record Highs being set in the price of Gold, thereby making your
    company worth considerably more than what was originally discussed with
    interested parties; and
--  The enormous trading volumes and pricing volatility in the Company's
    shares of Common Stock in the past ten days; and
--  Management's view as to the minimum acceptable price for its Gold

Fortress Management is now prepared to state that a successful sale of the Company's interests in the two Gold Properties, after the settlement of outstanding Loan Notes due by the Company in the amount of US$5 million, would not be an amount of less than US$0.003 (three tenths of a cent) per share for our stock. This calculation is predicated upon the current number of outstanding shares of our stock. Your Company successfully repurchased and cancelled approximately 50% of its outstanding shares in and during 2009, resulting in this greatly reduced number of outstanding shares of Common Stock, as well as the significantly increased value of these shares of our Common Stock.

Fortress shares of Common Stock closed at a price of US$0.0002 (two hundredths of a cent) per share on Monday, November 30, 2009. The pricing guideline of US$0.003 per share provided by Management clearly reflects the effect of today's Gold price (the Gold price having traded at a new All Time Record High this morning, at US$1,199.20/oz) upon your Company's assets and that our shares of Common Stock are clearly extremely undervalued at this time.

Our team of Mining and Business Professionals have deliberated at length, and have decided that we are able to state the following: "We are not prepared, under any circumstances, to entertain, nor to discuss any Offer for your Company's interests in these two Gold Properties for an amount of less than the above-mentioned price per share of your Company's Common Stock. We have made this quite clear to all interested parties, and we expect that a satisfactory resolution is attainable, in short order."

Your management wishes to stress "That is not to say that we believe that your Company's interests in these two Gold Properties are not worth more than the above-mentioned price per share of Common Stock. We are very aware of the historical valuations and the Geological Reports that are publicly available in respect of these two Gold Properties; and which were prepared at substantially lower Gold prices than Gold's current trading price of nearly US$1,200/oz." While we certainly would like to realize our true asset value in regard to these two properties, and while we are eager to sign the contracts of sale in regards thereto, we will not sell these assets for anything less than their real-time present value.

Fortress' Management is obliged to inform our valued stockholders that the Company's interests in these two Gold Properties are not worth an amount of US$700 million, a valuation which certain of our stockholders appear to embrace at this time. Such off-the-cuff valuations for our share of these two Gold Properties, while pleasant to think about, is not based in reality.

We are not in a position to provide any further details at this point in time due to the sensitivity of ongoing negotiations, and we wish to ensure that your Company's Management achieves the best possible price for its stockholders in respect of its sale of the Company's interests in these two Gold Properties, or in the alternative, in the sale of the company in its' entirety. OF COURSE, ANY SALE WILL BE SUBJECT TO SUCCESSFUL CLOSING, AND NO ASSURANCE CAN BE GIVEN THAT THE GOLD PROPERTIES WILL BE SOLD AT THIS, OR ANY OTHER, PRICE PER SHARE.

Fortress Financial's Management states for the record: "The proceeds received by your Company upon a successful sale of its interests in the two Gold Properties, or of the Company itself, will not be retained by your Company but paid to our stockholders as a Single Liquidation Dividend. This is however, subject to the nature of the deal consummated by your Company in respect of the sale of these two Gold Properties."

Since our significant stockholder partners in these holdings have indicated a strong interest in participating in a sale of "Bouse" and "South Copperstone" Gold Properties, we do not expect or anticipate that the final negotiations to this sale will be a long protracted event.

In regards to questions about the possibility of a full bid to purchase your Company, Management can only say that this does remain a possibility, but we legally cannot comment any further at this juncture, due to ongoing negotiations.

We urge our stockholders to remain vigilant, while we finalize the examination of the opportunities laid out before us. Rest assured that we intend to exact a fitting price for our holdings.

This release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E the Securities Exchange Act of 1934, as amended and such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. "Forward-looking statements" describe future expectations, plans, results, or strategies and are generally preceded by words such as "may," "future," "plan" or "planned," "will" or "should," "expected," "anticipates," "draft," "eventually," "projected" or "guidelines." You are cautioned that such statements are subject to a multitude of risks and uncertainties that could cause future circumstances, events, or results to differ materially from those projected in the forward-looking statements, including the risks that actual results may differ materially from those projected in the forward-looking statements as a result of various factors, including the risk that the Company may not be able to sell its interests in its Gold Properties for an acceptable price or any price, the risk that the price of gold may decline, and other risks identified in filings made by such company with the SEC.