FORTRESS CORPORATE UPDATE
June 9, 2010 (FST-TSXV) Fortress
Minerals Corp. ("Fortress" or the
"Company") reports that Zebra Holdings and Investments S.�.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.
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.
On behalf of the Board of Directors,
Ron Hochstein
Chairman
For further information, please contact Sophia Shane,
Corporate Development
or Ryan Torvik, Chief Financial
Officer at 604-689-7842