Fortress Minerals Corp.
TSX VENTURE : FST

Fortress Minerals Corp.

December 31, 2010 09:00 ET

Fortress Corporate Update

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 31, 2010) - Fortress Minerals Corp. (TSX VENTURE:FST)("Fortress" or the "Company") reports that pursuant to a shares for debt agreement between the Company and Zebra Holdings and Investments S.à.r.l. ("Zebra"), an insider of the Company, Zebra has acquired 752,598 common shares (the "Acquired Shares") in exchange for the extinguishment of debt in relation to unsecured demand loans to made to Fortress for working capital purposes in the aggregate amount of $2 million plus accrued interest of $54,593.61. The shares for debt agreement between Fortress and Zebra was subject to TSX Venture Exchange acceptance, which was subsequently received.

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

To the knowledge of the Company, prior to the issue of the Acquired Shares, Zebra together with its joint actors owned and had control over an aggregate total of 2,926,395 common shares of Fortress, representing approximately 32.232% of the issued and outstanding common shares of Fortress. 

As a result of the issuance of the Acquired Shares, Zebra's interest in the Company, together with that of its joint actors, will be increased to 3,678,993 common shares in the capital of the Company, representing approximately 37.419%, an increase of approximately 5.187%.

Acquired Shares issued to Zebra are subject to a four month hold expiring May 1, 2011.

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