NEX COMPANY:
LUNDIN GOLD INC. ("LUG")
[formerly Fortress Minerals Corp. ("FST.H")]
BULLETIN TYPE: Property-Asset or Share Purchase Agreement, Private Placement-Brokered, Name Change, Graduation from NEX to TSX Venture, Graduation, Private Placement-Non-Brokered, Convertible Debenture/s
BULLETIN DATE: December 17, 2014
NEX Company
Acquisition
TSX Venture Exchange has accepted for filing a share purchase agreement (the "Agreement"), dated October 21, 2014 between Fortress Minerals Corp. (the "Company"), Kinross Gold Corporation ("Kinross") and Aurelian Resources Inc ("Aurelian") to acquire a 100% interest in the Fruta del Norte project, Ecuador (the "Project"). In consideration for the Project, the Company will pay Kinross total consideration of US$240,000,000 as follows (i) $150,000,000 cash, and (ii) issue 26,037,000 common shares.
The Agreement is arms-length.
Private Placement
TSX Venture Exchange has accepted for filing documentation with respect to a Brokered Private Placement announced October 21, 2014:
Number of Shares: 50,128,250 shares
Purchase Price: $4.00 per share
Number of Placees: 105 Placees
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P # of Shares
JAYVEE & CO. (Lundin Family Trust) Y 28,205,000
Aggregate Pro-Group Involvement P 2,833,750
[6 Placees]
Agent's Fee(1): $1,753,860 payable to GMP Securities L.P.
$1,753,860 payable to Pareto Securities Limited and Pareto Securities AB
$438,465 payable to Scotia Capital Inc.
$438,465 payable to BMO Capital Markets
(1) An aggregate of $4,384,650 is to be paid to the Agents upon conversion of the subscription receipts. The breakdown assumes payment to each Agent is proportional to its syndicate position.
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company must issue a news release announcing the closing of the private placement and setting out the expiry dates of the hold period(s).
Convertible Notes
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced November 25, 2014:
Convertible Debenture $40,040,000 (to be issued by a subsidiary of the Company)
Conversion Price: Convertible into shares of the Company at $4.00 per share
Number of Placees: 1 Placee
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company must issue a news release announcing the closing of the private placement and setting out the expiry dates of the hold period(s). The Company must also issue a news release if the private placement does not close promptly.
Name Change
Pursuant to a resolution passed by shareholders, the Company has changed its name as follows. There is no consolidation of capital.
Effective at the opening, Thursday, December 18, 2014, the common shares of Lundin Gold Inc. will commence trading on TSX Venture Exchange, and the common shares of Fortress Minerals Corp. will be delisted. The Company is classified as a 'Mineral Exploration' company.
Capitalization: Unlimited shares with no par value of which
101,176,268 shares are issued and outstanding
Escrow: Nil shares
Transfer Agent: Computershare Investor Services Inc.
Trading Symbol: LUG (NEW)
CUSIP Number: 550371108 (NEW)
NEX to TSX Venture Graduation
The Company has met the requirements to be listed as a TSX Venture Tier 1 Company. Therefore, effective at the opening, Thursday December 18, 2014, the Company's listing will transfer from NEX to TSX Venture, the Company's Tier classification will change from NEX to Tier 1 and the Filing and Service Office will change from NEX to Vancouver.
Graduation
TSX Venture Exchange has been advised that the Company's shares will be listed and commence trading on Toronto Stock Exchange at the opening on Friday, December 19, 2014, under the symbol "LUG".
As a result of this Graduation, there will be no further trading under the symbol "LUG" on TSX Venture Exchange after December 18, 2014, and its shares will be delisted from TSX Venture Exchange at the commencement of trading on Toronto Stock Exchange.
Further information regarding the transactions can be found in the Company's news releases dated October 21, 2014, November 6, 2014, November 25, 2014 and December 17, 2014, and its Information Circular dated November 12, 2014.
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