Fortress Minerals Corp.
TSX VENTURE : FST.H

Fortress Minerals Corp.

December 12, 2014 17:38 ET

Fortress Shareholders Approve Acquisition of Fruta Del Norte Project

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Dec. 12, 2014) -

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Fortress Minerals Corp. ("Fortress" or the "Company") (TSX VENTURE:FST.H) is pleased to announce that at the Company's Special Meeting of Shareholders (the "Meeting") held earlier today all of the resolutions set out in the Company's management information circular dated November 12, 2014 (the "Circular") were approved by 100% of the votes cast by the Company's shareholders.

The matters approved at the Meeting include:

  • the acquisition of the Fruta del Norte Project pursuant to the Share Purchase Agreement dated October 21, 2014 among Fortress, Kinross Gold Corporation and Aurelian Resources Inc. (the "Acquisition");

  • the creation of Kinross Gold Corporation as a new control person of the Company;

  • the issuance of up to 52,500,00 common shares of the Company to be issued upon conversion of the subscription receipts issued pursuant to the Company's previously announced private placement that closed on November 25, 2014;

  • a private placement of non-interest bearing convertible loan notes in the aggregate principal amount of US$35 million (approximately CDN$40 million) and the issuance of common shares of the Company upon conversion thereof;

  • the change of the Company's name to "Lundin Gold Inc.";

  • the election of Paul McRae and Pablo Mir as additional directors of the Company; and

  • the adoption of a new stock option plan.

The Company expects to close the Acquisition on or about December 17, 2014.

In addition, the Company is pleased to announce that it has obtained conditional approval of a secondary listing of its common shares on NASDAQ OMX Stockholm ("Nasdaq Stockholm"), subject to the satisfaction of certain conditions. The Company's common shares are expected to commence trading on Nasdaq Stockholm on December 22, 2014.

On behalf of the Board of Directors,

Lukas Lundin, President and CEO

About Fortress Minerals

Fortress' strategy is to identify, acquire and develop undervalued world-class precious metals assets, and to leverage our core team to unlock shareholder value. Fortress' current focus is on identifying the most economic production decision for the Fruta del Norte project and progressing the project to production.

Forward Looking Information

This news release includes "forward-looking information," within the meaning of applicable Canadian securities laws (collectively referred to herein as "forward-looking statements" or "forward-looking information"). All statements other than statements of historical facts included in this news release, including, without limitation, statements with respect to the Acquisition and the closing of the Acquisition, the listing of the Company's shares on Nasdaq Stockholm, the merits of the Fruta del Norte project, the Company's plans and expectations regarding the Fruta del Norte project, the Company's business strategy, the name change of the Company and the convertible note financing, may constitute forward-looking statements. These forward-looking statements are based on current expectations, estimates, forecasts and projections about the industries in which the Company operates as well as beliefs and assumptions made by the Company's management. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, these statements, by their nature, involve risks and uncertainties and are not guarantees of future performance. Such statements are also subject to assumptions concerning, among other things, the Company's anticipated business strategies and anticipated trends in the Company's business.
The Company can give no assurance that these estimates and expectations will prove to have been correct. Actual outcomes and results may, and often do, differ from what is expressed, implied or projected in such forward-looking statements, and such differences may be material. Some important factors that could cause actual results to differ materially from those expressed in these forward-looking statements include, but are not limited to: risks and uncertainties relating to the Acquisition; the convertible note financing and other transactions related to the Acquisition; the receipt of stock exchange or other approvals, risks and uncertainties relating to capital cost estimates, timing, foreign currency fluctuations, estimated future cash costs and amount of production; risks inherent in mining including environmental hazards, industrial accidents, unusual or unexpected geological formations, ground control problems and flooding; risks associated with the estimation of mineral resources and reserves and the geology, grade and continuity of mineral deposits; the possibility that future exploration, development or mining results will not be consistent with the Company's expectations; actual ore mined varying from estimates of grade, tonnage, dilution and metallurgical and other characteristics; the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses, commodity price fluctuations; uncertain political and economic environments; changes in laws or policies, foreign taxation, delays or the inability to obtain necessary governmental permits; and litigation risks. Forward-looking information may also be based on other various assumptions including, without limitation: the expectations and beliefs of management, the assumed long term price of gold or silver; and that the Company can access financing, appropriate equipment and sufficient labour and that the political environment where the Company operates will continue to support the development and operation of mining projects. Accordingly readers are cautioned that the above list of cautionary statements is not exhaustive. These and other factors could cause actual results to differ materially from the Company's expectations expressed in the forward-looking statements included in this news release, and further details and descriptions of these and other factors are disclosed in the Company's annual information form and other public filings which are available on SEDAR at www.sedar.com. The Company will not update these statements unless applicable securities laws require the Company to do so.

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.

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