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Fortune Minerals Limited (TSX: FT) (OTCQX: FTMDF) (“Fortune” or the “Company”) (www.fortuneminerals.com) announces that it has received approval from the majority of disinterested shareholders of the Company to issue an aggregate of 17,744,000 common shares of the Company to the former owners (the “Vendors”) of the Revenue Silver Mine (“RSM”) in southwest Colorado. The issuance of these shares is the final instalment to complete the purchase of a 100% interest in the RSM (see Fortune News Release dated October 1, 2014). With the RSM acquisition, Fortune has successfully transitioned to a producing mining company with two organic development assets to grow the business.
Fortune entered into an amending agreement with the Vendors, whereby it agreed to pay US$3 million in cash and issue US$4 million in common shares of the Company instead of paying a final cash installment of US$10 million as originally negotiated. The approval of the majority of disinterested shareholders was required pursuant to the rules of the TSX because the aggregate number of shares issued in connection with the RSM acquisition exceeded 25% of the Company’s common shares outstanding prior to the acquisition as described below.
The first phase of the RSM acquisition closed on May 9, 2014 and 32,000,000 common shares of the Company were issued to the Vendors to satisfy a portion of the purchase price. On this date, the Company also issued 5,631,744 common shares as the first tranche of a private placement related to the acquisition, which was followed by a subsequent issuance of 2,086,127 common shares in a second tranche after shareholder approval was obtained to this issuance at the Company’s Annual General Meeting. The issuance of the aforesaid 39,717,871 common shares, when added to the issuance of the additional 17,744,000 shares in satisfaction of the final installment of the purchase of the RSM acquisition, represents approximately 38.1% of the number of common shares of the Company that were outstanding immediately prior to May 9, 2014.
The approval of shareholders for the additional 17,744,000 common shares was obtained by way of a written consent solicitation as permitted by the TSX pursuant to subsection 604(d) of the TSX Company Manual which provides for an exemption from having to hold a shareholders meeting to consider the matter in the circumstances. In addition, the required majority approval was obtained on a disinterested basis as one of the Vendors receiving shares is a director of the Company and as such his votes could not be counted towards such majority approval. The 17,744,000 common shares will be issued to the Vendors not less than 5 business days after the date hereof.
Additional information about the issuance of the shares and the acquisition of the RSM is available on the Company’s website at www.fortuneminerals.com or on SEDAR under the Company’s profile at www.sedar.com.
About the Revenue Silver Mine:
The RSM is an operating high-grade, underground silver mine with a 400 ton per day mill and concentrator located in an underground excavation. The mine is situated on 146 patented and unpatented mining claims, totaling approximately 1,095 acres in southwest Colorado, 11 km southwest of the town of Ouray and 490 km southwest of Denver. The RSM is an historic producer that operated between 1876 and 1912 by Caroline Mining Co. and had production estimated at approximately 15 million ounces of silver before the mine closed. The RSM is located in the prolific Sneffels silver mining district where there are many past producers. Fortune believes there is very good potential to identify additional resources on the mine property and in the district generally.
About Fortune Minerals:
Fortune is a diversified North American mining and development company that owns and operates the Revenue Silver Mine in Colorado. The Company is developing the vertically integrated NICO gold-cobalt-bismuth-copper project that is comprised of a proposed mine and mill in Canada’s Northwest Territories (“NT”) that will produce a bulk concentrate for shipment to a refinery in Saskatchewan for processing to high value metal and chemical products. Fortune is also developing the Arctos anthracite metallurgical coal project in British Columbia and owns the Sue-Dianne copper-silver-gold deposit and other exploration projects in the NT. Fortune is focused on outstanding performance and growth of shareholder value through assembly and development of high quality mineral resource projects.
The disclosure of scientific and technical information contained in this press release has been approved by Robin Goad, M.Sc., P.Geo., President and Chief Executive Officer of Fortune Minerals Limited, who is a “Qualified Person” under National Instrument 43-101.
This press release contains forward-looking information and forward-looking statements within the meaning of applicable securities legislation. This forward-looking information includes statements with respect to, among other things, the proposed development of the NICO and Arctos projects. Forward-looking information is based on the opinions and estimates of management as well as certain assumptions at the date the information is given (including, in respect of the forward-looking information contained in this press release, assumptions regarding the Company’s financial and technical abilities to complete the development of the NICO and Arctos projects). However, such forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. These factors include the inherent risks involved in the exploration and development of mineral properties, the risk that the Company may not be able to arrange the necessary financing to complete the NICO and Arctos projects; the risk that operating and/or capital costs may be materially higher than anticipated; the risk of decreases in the prices of relevant commodities; potential loss of key personnel; potential discrepancies between actual and estimated production; potential discrepancies between actual and estimated mineral resources or between actual and estimated metallurgical recoveries; potential labour shortages; the risk of mining accidents; the risk of changes in applicable laws or regulations; uncertainties with respect to the timing and receipt of all necessary permits; and other factors. In addition, the risk factors described or referred to in Fortune’s Annual Information Form for the year ended December 31, 2013, which is available on the SEDAR website, should be reviewed in conjunction with the information contained in this news release. Readers are cautioned to not place undue reliance on forward-looking information because it is possible that predictions, forecasts, projections and other forms of forward-looking information will not be achieved by the Company. The forward-looking information contained herein is made as of the date hereof and the Company assumes no responsibility to update or revise it to reflect new events or circumstances, except as required by law.
This press release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements.
SOURCE Fortune Minerals Limited
