Zebra Holdings & Investments S.a.r.l.

October 23, 2014 17:03 ET

Zebra Holdings & Investments S.a.r.l.: News Release

LUXEMBOURG, LUXEMBOURG--(Marketwired - Oct. 23, 2014) - Zebra Holdings & Investments S.à.r.l. ("Zebra"), a company controlled by a trust settled by the late Adolf H. Lundin (the "Lundin Family Trust"), announces that on October 21, 2014, it entered into a subscription agreement (the "Subscription Agreement") to acquire subscription receipts of Fortress Minerals Corp. (the "Company") having an aggregate issue price of up to US$100,000,000 at a subscription price of C$4.00 per subscription receipt, subject to adjustment in certain circumstances. Each subscription receipt will convert into one common share of the Company (a "Share") upon the satisfaction of certain escrow release conditions.

Pursuant to the Subscription Agreement, in certain circumstances depending on the outcome of a brokered financing (the "Brokered Financing") currently being undertaken by the Company to finance the acquisition of the Fruta del Norte project from Kinross Gold Corporation, Zebra may reduce its commitment under the Subscription Agreement to a minimum of US$50,000,000. As the number of Shares issuable to Zebra is contingent upon the aggregate net proceeds to the Company from the Brokered Financing, as well as future CAD-USD exchange rates, the number of Shares that Zebra may acquire in connection with the proposed transaction cannot be determined at this time. However, assuming a maximum Brokered Financing of C$250,000,000, a C$4.00 issue price per Share for both the shares issuable upon conversion of the subscription receipts to be issued to Zebra and those issued in the Brokered Financing, and an exchange ratio of $1.00 = C$1.1277 (being the Bank of Canada noon-day rate on October 20, 2014), Zebra would be entitled to receive between 14,096,250 and 28,192,500 Shares upon satisfaction of the escrow release conditions and conversion of its subscription receipts, representing 16% and 38% of the issued and outstanding Shares giving effect to the Brokered Financing and the acquisition of the Fruta del Norte project. However, Zebra's aggregate interest cannot be determined with certainty until the completion by Fortress of the Brokered Financing.

Zebra currently owns 2,769,825 Shares of the Company or approximately 19% of the Company's issued and outstanding Shares. Zebra relied upon the accredited investor exemption provided for in section 2.3 of National Instrument 45-106 in connection with the issuance of the subscription receipts. In addition, Lorito Holdings S.à.r.l. ("Lorito"), a company controlled by the Lundin Family Trust and an entity with whom Zebra acts jointly or in concert in respect of its ownership of Company securities, owns 3,009,167 Shares, representing approximately 20% of the issued and outstanding Shares. Together, Zebra and Lorito own 5,778,992 Shares, representing 39% of the issued and outstanding Shares.

Lorito and Zebra are joint actors with respect to their holdings in the Company and had acquired their shares for investment purposes. Lorito will not be participating in the current Brokered Financing and Zebra will acquire the current Shares for investment purposes and each Lorito and Zebra may or may not purchase or sell Company securities in the future on the open market or in private transactions, depending on market conditions and other factors, subject to certain contractual restrictions agreed to by Zebra with the Company.

For further information or to obtain a copy of the early warning report filed in connection with the transaction, contact:

Mr. Aksel Azrac
Zebra Holdings & Investments S.à.r.l.
Telephone: + 352-26- 30-27-70

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

  • Mr. Aksel Azrac
    Zebra Holdings & Investments S.a.r.l.
    +352-26-30-27-70