Fortress Minerals Corp.
TSX VENTURE : FST

Fortress Minerals Corp.

June 09, 2010 20:14 ET

Fortress Corporate Update

VANCOUVER, BRITISH COLUMBIA--(Marketwire - June 9, 2010) - Fortress Minerals Corp. (TSX VENTURE:FST) ("Fortress" or the "Company") reports that Zebra Holdings and Investments S.à.r.l. ("Zebra"), an insider of the Company, has agreed to provide an unsecured demand loan to Fortress in the amount of $500,000 CAD at an interest rate of prime plus 2% for short term working capital purposes. The principal amount of the loan and all accrued and unpaid interest thereon is payable on demand or, in any event, not later than December 9, 2010. However, Fortress may prepay the principal sum and all accrued and unpaid interest at any time, without penalty.

The loan by Zebra constitutes a "related party transaction" as such term is defined in Multilateral Instrument 61-101 ("MI 61-101"). The loan was reviewed by the Board of Directors of the Company, all of whom are independent in respect of the loan, who determined that the terms of the loan are fair and reasonable under the circumstances and that the loan is beneficial to and in the best interests of the Company and its shareholders, including minority shareholders, and determined that exemptions from the formal valuation requirements (section 5.5(a)) and minority approval (section 5.7(1)(a)) were applicable.

To the knowledge of the Company, Zebra together with its related parties and associated entities own or have direction or control over an aggregate total of 56,499,350 common shares of Fortress or 31.466% of the current issued and outstanding common shares of Fortress.

Subject to regulatory approval, Fortress will issue Zebra a bonus of up to 917,431 common shares of Fortress (the "Bonus Shares"). The Bonus Shares will be subject to restrictive hold periods as prescribed by applicable securities legislation and the Policies of the TSX Venture Exchange.

As a result of the issuance of the Bonus Shares Zebra's percentage interest in the Company, assuming no other issuances of equity shares, will increase to approximately 31.815%.

FORWARD-LOOKING INFORMATION

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 to meet its financial obligations including the repayment of the loan herein disclosed 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.

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