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Strategies & Market Trends : Dino's Bar & Grill -- Ignore unavailable to you. Want to Upgrade?

To: Goose94 who wrote (9868)	11/6/2014 2:14:24 PM
From: Goose94	Read Replies (1) \| Respond to of 203956

Fortress Minerals (FST.H-V) Nov 6, '14 has completed the marketing for the financing of the acquisition of the Fruta del Norte gold project in Ecuador, as previously announced on Oct. 21, 2014. It is anticipated that a total of approximately C$230 million (with an option to increase to up to C$250 million) will be raised through a brokered private placement of Subscription Receipts and a non-brokered private placement of non-interest bearing convertible loan notes. The brokered private placement is for approximately C$190 million of Subscription Receipts at a price of C$4.00 per Subscription Receipt (the "Subscription Price") on a best efforts basis (the "Offering") to be conducted in Canada, Sweden, the United States and other jurisdictions within Europe (subject to applicable exemptions) through a syndicate of agents, co-led by GMP Securities L.P. and Pareto Securities Limited and Pareto Securities AB (the "Co-Lead Agents"), and including BMO Capital Markets and Scotia Capital Inc. (collectively, with the Co-Lead Agents, the "Agents"). The Agents have been granted an option to purchase up to an additional C$20 million of Subscription Receipts, which is exercisable at any time prior to two business days prior to the closing of the Offering. The Lundin Family Trust has subscribed for up to US$100 million of the Offering. The net proceeds from the Offering will be used to fund the Acquisition, for expenditures, advanced engineering studies, exploration drilling and working capital and other corporate purposes. The Offering is expected to close on or about November 25, 2014, or such other date as the Agents and the Company may agree. The Offering remains subject to approval by the TSX Venture Exchange. The Company also intends to complete, through a subsidiary, a non-brokered private placement of non-interest bearing convertible loan notes with an aggregate principal amount of US$35 million (approximately C$40 million), which is expected to close concurrently with the Acquisition. The convertible loan notes will be convertible into common shares of the Company at a conversion price equal to the Subscription Price. The proceeds from the convertible note financing will be used for development of the Fruta del Norte project. The private placement of convertible notes is subject to the completion of the Acquisition, the negotiation of definitive documentation, and the receipt of requisite regulatory approvals. Lukas Lundin, President and CEO, commented, "I was very pleased to see such strong demand for this financing, even in the face of such difficult market conditions. It's a reflection of Fruta del Norte's quality, as well as our track record of generating returns for shareholders. We plan to move quickly to advance Fruta del Norte in order to realize the significant potential of this asset, which is to be Lundin Gold's flagship project. The value created will not only greatly benefits our shareholders, but also the Government and people of Ecuador who are our most important partners in this project." The Company has made an application to list its common shares on the TSX upon completion of the Acquisition, subject to meeting all listing requirements of the TSX. The Company has also made an application for its common shares to be admitted to a secondary listing on Nasdaq Stockholm. By virtue of the Lundin Family Trust's participation in the Offering, the Offering is a "related party transaction" for purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions requiring Fortress to obtain minority shareholder approval of the Offering.