Fortress Minerals Corp.

Fortress Minerals Corp.

May 05, 2008 10:22 ET

Fortress Closes Acquisition of Interest in Svetloye

VANCOUVER, BRITISH COLUMBIA--(Marketwire - May 5, 2008) - Fortress Minerals Corp. ("Fortress" or "the Company") (TSX VENTURE:FST) is pleased to report that the Company has completed the acquisition of the 49% interest in the Svetloye gold project ("Svetloye") held by Freeport-McMoRan Exploration Corporation ("FMEC"). The Company has held a 51% interest in Svetloye and has largely completed obligations under its prior agreement with FMEC to acquire an additional 29% interest. With this acquisition, which considers the Company's substantial investment to acquire the additional 29% interest, the Company now holds a 100% interest in the project.

Pursuant to the terms of the agreement, the Company has now paid US$8 million and has issued four million Fortress shares to FMEC in consideration for the remaining interest. The total consideration equates to approximately C$13.6 million. FMEC will not have a right to any further payments or royalties from Svetloye.

As previously announced, concurrent with the above transaction, the Company has granted an option to Gazprombank to acquire a 51% interest in Svetloye. In addition, Fortress has formed a strategic alliance with Gazprombank to jointly explore and acquire additional gold projects in Russia. Gazprombank is one of the three largest banks in Russia. The partnership capitalizes on the respective strengths of Fortress' mining expertise and Gazprombank's extensive relationships in Russia and positions Fortress to succeed under proposed legislation in Russia, under which certain strategic sector assets, including gold deposits in excess of 50 tonnes (approximately 1.6 million ounces) of contained gold, are expected to require 51% ownership by a Russian partner.

Gazprombank Purchase Option

The Company has granted Gazprombank an option exercisable up to December 31, 2008 to purchase 51% of Svetloye. The purchase price includes:

1. US$47.75 million payable upon exercise by way of investment in the Svetloye joint venture company, which will be used in part to repay all loans from Fortress and in part to fund operations at Svetloye;

2. Reimbursement to Fortress of 51% of costs incurred at Svetloye between April 8, 2008 and the date of exercise, payable upon exercise; and

3. A bonus payable to Fortress at prefeasibility, contingent on the measured and indicated resource included in a prefeasibility report.

Haywood Securities Inc. acted as financial advisor to Fortress on the transaction.

The exercise of the purchase option by Gazprombank is subject to Russian regulatory approval. Fortress Minerals Corp. is a member of the Lundin Group of Companies and is listed on the Toronto Venture Exchange under the symbol 'FST'.


Ian Slater, President and CEO

This news release contains forward-looking statements concerning the Company's plans for its properties. These forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ materially from those reflected in the forward-looking statements, including, without limitation, risks and uncertainties relating to political risks involving the Company's exploration and development of its properties, the inherent uncertainty of cost estimates and the potential for unexpected costs and expenses, commodity price fluctuations, the inability or failure to obtain adequate financing on a timely basis and other risks and uncertainties, including those described in the Company's periodic filings with the British Columbia Securities Commission. Such information contained herein represents management's best judgment as of the date hereof based on information currently available. The Company does not intend to update this information and disclaims any legal liability to the contrary.

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

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