Fortress Minerals Corp.
TSX VENTURE : FST

Fortress Minerals Corp.

January 21, 2011 12:46 ET

Fortress Closes $15 Million Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Jan. 21, 2011) - Fortress Minerals Corp. ("the Company") (TSX VENTURE:FST) reports that the private placement financing announced on December 15, 2010 has closed. The Company sold on a non-brokered private placement basis an aggregate of 5,000,000 common shares (the "Private Placement Shares")for gross proceeds of CDN$15 million (the "Transaction").

Zebra Holdings & Investments S.a.r.l. ("Zebra"), Lorito Holdings S.a.r.l. ("Lorito"), who report their shareholdings as joint actors, participated in the Transaction and purchased a total 2,100,000 Private Placement Shares for gross proceeds of CDN$6.6 million. Additionally, certain directors and officers of the Company, as a group, purchased 255,500 Private Placement Shares for gross proceeds of CDN$766,500. (Zebra and Lorito, together with such directors and officers, collectively referred to as the "Related Parties").

To the knowledge of the Company, prior to the issuance of the Private Placement Shares, Zebra and Lorito, together with its joint actors, owned and had control over an aggregate of 3,678,992 common shares of Fortress, representing approximately 37.42% of the then issued and outstanding common shares of Fortress. On closing of the Transaction, Zebra and Lorito's interest in the Company, together with that of its joint actors, increased to 5,778,992 common shares, representing approximately 38.96%, an increase of approximately 1.55%. The percentage interest of directors and officers as a group on closing of the Transaction increased from 0.03% to 1.95%. As a result, the Related Parties percentage interest in the Company increased to approximately 39.3%, an increase of approximately 1.6% on closing of the Transaction.

The Private Placement Shares are subject to a four month hold expiring May 22, 2011. There were no finder's fees or commissions paid in connection with the Transaction. Proceeds of the Transaction will provide the Company with the financial flexibility to respond to opportunities for strategic acquisitions as they arise and on-going working capital.

On behalf of the Board of Directors,

Ron Hochstein, Chairman

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Fortress Minerals Corp.
    Sophia Shane
    Corporate Development
    604-689-7842
    or
    Fortress Minerals Corp.
    Ryan Torvik
    Chief Financial Officer
    604-689-7842
    www.fortressminerals.com