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.
VANCOUVER, BRITISH COLUMBIA--(Marketwire - Oct. 27, 2010) - Fortress Minerals Corp. (TSX VENTURE:FST) (the "Corporation" or "Fortress") announces that it will be seeking shareholder approval at the Special Meeting of its shareholders scheduled for November 16, 2010 (the "Meeting"), to authorize the Corporation's Board of Directors (the "Board") 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") and to effect a change of name of the Corporation (the "Name Change") to "Fortress Resources Corp." or such other name as the Board determines appropriate and which all applicable regulatory authorities, including the TSX Venture Exchange (the "Exchange"), may accept.
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 Corporation wishes to reduce the outstanding share amount to a level more in keeping with its industry peers. The Corporation believes that the Share Consolidation, if implemented, will promote increased liquidity and reduced volatility in the trading of the Corporation's common shares.
If approved and implemented, 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 Corporation currently has an unlimited number of common shares available for issuance and the Share Consolidation will not have any effect on the number of common shares that remain available for future issuance. 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 required regulatory approvals, including but not limited to Exchange acceptance. If these approvals are received, both the Share Consolidation and the Name Change will occur at a time determined by the Board. Notwithstanding these approvals being received, the Board may determine not to proceed with the Share Consolidation and/or the Name Change at its discretion.
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 proposed 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