Fortress Minerals Corp.
TSX VENTURE : FST

Fortress Minerals Corp.

November 23, 2010 08:29 ET

Fortress Minerals Corp.: Corporate Update

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 23, 2010) - Fortress Minerals Corp. (the "Corporation" or "Fortress") (TSX VENTURE:FST) is pleased to announce, that further to its press release of October 27, 2010, Fortress has received shareholder support to effect a share consolidation of the Corporation's issued and outstanding common shares on the basis of one (1) new common share for every twenty (20) existing common shares (the "Share Consolidation"), a change of name of the Corporation (the "Name Change") to "Fortress Resources Corp." or such other name as the Board determines appropriate and to divest the Corporations remaining Russian assets and any related intercompany debt (a "Potential Sale Transaction").

The Corporation currently has 181,583,206 common shares issued and outstanding which will be reduced to approximately 9,079,160 common shares post Share Consolidation.

The Share Consolidation will affect all holders of common shares uniformly and will not affect any shareholders' percentage ownership interest in the Corporation, except to the extent that the Share Consolidation would otherwise result in a shareholder owning a fractional common share. No fractional post-consolidated common shares will be issued and no cash will be paid in lieu of fractional post-consolidated common shares. Any fractional common shares resulting from the Share Consolidation will be rounded up to the nearest whole integer. The exercise or conversion price and the number of common shares issuable under any convertible securities of the Corporation, including incentive stock options and warrants, will be proportionately adjusted upon the Share Consolidation becoming effective.

In addition to shareholder approval, both the Share Consolidation and the Name Change are subject to receipt of all requisite regulatory approvals, including but not limited to TSX Venture Exchange acceptance. Subject to receipt of such approvals, the Corporation's Board has determined to proceed with the Share Consolidation.

At the November 16, 2010 Special Meeting of shareholders, the Corporation's Board was also given the authority to entertain a Potential Sale Transaction at a price and on terms to be negotiated by the Board, using its sole discretion. As at the date hereof the Corporation has not entered into any definitive agreements regarding a Potential Sale Transaction.

FORWARD-LOOKING INFORMATION

This Circular may contain forward-looking statements. 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 Corporation'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 Corporation's periodic filings with the British Columbia Securities Commission and those associated with the Share Consolidation, Name Change and Potential Sale Transaction as described herein. Such information contained herein represents management's best judgment as of the date hereof based on information currently available. The Corporation 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