Corp. UpdateFortress Minerals Corp.: Corporate Update
VANCOUVER, BRITISH COLUMBIA, Nov 23, 2010 (Marketwire via COMTEX News Network) --
Fortress Minerals Corp. (the "Corporation" or "Fortress") (TSX VENTURE:FST) is pleased to announce, that further to its press release of October 27, 2010, Fortress has received shareholder support 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"), a change of name of the Corporation (the "Name Change") to "Fortress Resources Corp." or such other name as the Board determines appropriate and to divest the Corporations remaining Russian assets and any related intercompany debt (a "Potential Sale Transaction").
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 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 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 requisite regulatory approvals, including but not limited to TSX Venture Exchange acceptance. Subject to receipt of such approvals, the Corporation's Board has determined to proceed with the Share Consolidation.
At the November 16, 2010 Special Meeting of shareholders, the Corporation's Board was also given the authority to entertain a Potential Sale Transaction at a price and on terms to be negotiated by the Board, using its sole discretion. As at the date hereof the Corporation has not entered into any definitive agreements regarding a Potential Sale Transaction.