16:55:49 EDT Fri 19 Apr 2024
Enter Symbol
or Name
USA
CA



Fortress Minerals Corp (2)
Symbol FST
Shares Issued 14,831,768
Close 2014-11-26 C$ 4.45
Market Cap C$ 66,001,368
Recent Sedar Documents

Fortress Minerals investor buys subscription receipts

2014-11-27 14:28 ET - News Release

Mr. Aksel Azrac of Zebra reports

ZEBRA HOLDINGS & INVESTMENTS S.A.R.L.: CORPORATE UPDATE

On Nov. 25, 2014, Zebra Holdings & Investments SARL, a company controlled by a trust settled by the late Adolf H. Lundin, acquired ownership and control of 28,205,000 subscription receipts of Fortress Minerals Corp. pursuant to the previously disclosed subscription agreement it signed with the company on Oct. 21, 2014.

The subscription receipts were acquired pursuant to a private placement of 50,128,250 subscription receipts for gross proceeds of approximately $200-million. Each subscription receipt was purchased at a price of $4 per subscription receipt and, upon satisfaction of certain escrow release conditions, entitles the holder thereof to receive one common share of the company without further payment or action on the part of the holder. The shares are traded on the NEX board of the TSX Venture Exchange. Zebra acquired its subscription receipts under the accredited investor prospectus exemption found in Section 2.3 of National Instrument 45-106, Prospectus and Registration Exemptions.

Prior to the offering, Zebra owned 2,769,825 shares, or approximately 19 per cent of the then issued and outstanding shares. In addition, Lorito Holdings SARL, a company controlled by the same trust and an entity with which Zebra acts jointly or in concert in respect of its ownership of company securities, owned 3,009,167 shares, representing approximately 20 per cent of the then issued and outstanding shares. Collectively, Zebra and Lorito owned 5,778,992 shares, representing 39 per cent of the then issued and outstanding shares.

After giving effect to the offering, and assuming the conversion of the subscription receipts held by Zebra, Zebra and Lorito own or control 33,983,992 shares, representing approximately 79 per cent of the pro forma outstanding shares. This pro forma ownership position does not reflect any shares that are issuable pursuant to the previously disclosed share purchase agreement between the company, Kinross Gold Corp. and Aurelian Resources Inc., or those issuable to other investors under the offering upon conversion of their subscription receipts.

Zebra and Lorito are joint actors with respect to their holdings in the company and had acquired their prior shares for investment purposes. Lorito did not participate in the offering, and Zebra acquired the subscription receipts for investment purposes. Each of Lorito and Zebra may or may not purchase or sell securities of the company 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 and Lorito.

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