LUXEMBOURG, LUXEMBOURG--(Marketwired - Nov. 27, 2014) - Zebra Holdings & Investments S.a.r.l. ("Zebra"), a company controlled by a trust settled by the late Adolf H. Lundin, announces that on November 25, 2014, it acquired ownership and control of 28,205,000 subscription receipts ("Subscription Receipts") of Fortress Minerals Corp. (the "Company") pursuant to the previously disclosed subscription agreement (the "Subscription Agreement") it signed with the Company on October 21, 2014.
The Subscription Receipts were acquired pursuant to a private placement of 50,128,250 Subscription Receipts for gross proceeds of approximately C$200 million (the "Offering"). Each Subscription Receipt was purchased at a price of C$4.00 per Subscription Receipt and, upon satisfaction of certain escrow release conditions, entitles the holder thereof to receive one common share of the Company (a "Share") 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% of the then issued and outstanding Shares. In addition, Lorito Holdings S.a.r.l. ("Lorito"), a company controlled by the same trust and an entity with whom Zebra acts jointly or in concert in respect of its ownership of Company securities, owned 3,009,167 Shares, representing approximately 20% of the then issued and outstanding Shares. Collectively, Zebra and Lorito owned 5,778,992 Shares, representing 39% 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% 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 Corporation, 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.
For further information or to obtain a copy of the early warning report filed in connection with the transaction, see contact information below.
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. |