Fortress Financial Group, Inc. -- Further Clarification
Company Clarifies a Number of Issues Raised by Its Stockholders
NEW YORK, NY--(Marketwire - July 25, 2008) - Fortress Financial Group, Inc. (PINKSHEETS: FFGO) announced on July 24, 2008 that the Company had resolved to distribute an amount of US$400 million of its Gold Assets to its Stockholders, in the form of an Extraordinary Dividend.
This Extraordinary Dividend equates to an amount of 1.24 cents per share of Common Stock based upon the outstanding shares of the Company's Stock at July 24, 2008. The Company receives an amount of US$500 million in quoted Gold Mining stock ("Goldco") in exchange for its stockholding in the "Bouse" and "South Copperstone" Gold Mining & Exploration companies. This transaction will be consummated in August of 2008. Our calculations of this valuation are contained in the latest Form 8-K filings with the SEC.
The CEO of Fortress Financial Group, Inc., Alan Santini, pledged to stockholders that he would address each of their concerns in this Press Release. The main areas of interest and concern to our stockholders are listed below with Alan Santini's responses.
1. WILL THE COMPANY CONTINUE TO REPURCHASE AND RETIRE STOCK:
The Company remains committed to further repurchases and retiring of
its outstanding shares of Common Stock; and in particular its
"free float." I recognize the obvious fact that the Company will never
be taken seriously with such a large amount of outstanding shares of
Common Stock.
2. WHAT PRICE IS THE COMPANY PREPARED TO PAY IN THE MARKET TO REPURCHASE
ADDITIONAL SHARES OF ITS COMMON STOCK:
The Company would prefer not to divulge this information as it would
not be in stockholder interests and could well "play into the hands"
of those who seek to short sell the Company's stock. We are continuing
to watch the daily trading patterns as well as the Market Maker
activity in the stock. We will not jump in and just buy stock off the
ASK, we are custodians of stockholder funds and will continue to
repurchase stock in a prudent and sensible manner.
3. WHY IS THE COMPANY PAYING SUCH A SUBSTANTIAL DIVIDEND:
The Company does not require such a substantial capital base but is
retaining an amount of US$100 million in these quoted Goldco shares
of Common Stock after the payment of this Extraordinary Dividend, as
well as retaining its stockholding in Hunt Gold Corporation. These
funds will be utilized to fund the Company's acquisitions and for
working capital.
4. CERTAIN STOCKHOLDERS HAVE NOT RECEIVED HISTORICAL STOCK DIVIDENDS
PAID BY THE COMPANY:
The Company, since I assumed the CEO role, has expended countless hours
and large sums of money to ensure that stockholders received all
outstanding dividends. I have personally advised numerous stockholders
to contact their Brokers and the Transfer Agent to Hunt Gold
Corporation to obtain their stock as it was not within the Company's
power to intervene in this process. These Stock Dividends were
confirmed and announced by NASDAQ Corporation Actions. The Transfer
Agent to Hunt Gold Corporation advises me that less than 3% of the
outstanding dividends payable; remain unclaimed to date. Stockholders
may rest assured that it is small minority that keeps attacking the
Company, there are hundreds of stockholders who can attest to the fact
that they received Stock Dividends, in full as promised by this
Company.
5. WHY WILL THE COMPANY NOT NAME "GOLDCO":
Goldco is a quoted Company and has not as yet completed their filings
in respect of these acquisitions from our Company. As soon as I
receive written permission from Goldco's Attorneys, I will
immediately release full details to stockholders.
6. HOW WILL STOCKHOLDERS RECEIVE THEIR DIVIDENDS:
These shares of Goldco Common Stock will be posted to stockholders by
Registered Mail on the "Pay Date." The addresses will be obtained from
the stockholder register. The Company is retaining a specialist firm to
coordinate this entire process with both the Transfer Agent to the
Company and to Goldco. They are able to ascertain stockholder names and
addresses as at the "Record Date" from DTCC and Broker records,
provided they are given at least 14 days prior notice to the
"Record Date."
7. TAXATION OF DIVIDENDS:
I advise stockholders to seek independent tax advice.
8. WHEN IS THE COMPANY GOING TO COMPLETE ITS OUTSTANDING FILINGS WITH
THE SEC:
This remains one of my top priorities at this point. Stockholders may
rest assured that that this process is underway and I do not anticipate
any problems in our bringing all of our filings with the SEC up to date
and in short order. I am aware that my failure to do so will continue
to damage the credibility of the Company.
9. WHY HAS THE COMPANY NOT ANNOUNCED ITS NEW ACQUISITIONS AND NOT
RE-ESTABLISHED ITS CORPORATE WEB SITE:
We are following a carefully planned strategy designed primarily to
restore the Company's credibility, reduce the outstanding shares of
Common Stock, bring our SEC Filings up to date (especially Audited
Financial Statements) and to resolve all historical and outstanding
issues satisfactorily. Once this is completed, we will announce all
acquisitions in the correct manner, with very detailed information
and web sites, thereby allowing stockholders to analyze the Company
correctly and to accurately assess the Company and its prospects.
10. DOES THE COMPANY HAVE AN AUDITOR:
The Company appointed an Auditor to complete its filings with the
SEC and filed a Form 8-K with the SEC, confirming that appointment some
time ago.
11. WHAT WILL THE PRICE OF "GOLDCO" SHARES BE AFTER THE STOCK DIVIDEND
PAYOUT:
I am not able to predict the Goldco stock price as at the date of the
"Reverse Split." The pricing in this transaction priced the Goldco
stock at US$10 per share. Stockholders will appreciate that all
stocks fluctuate in price.
12. WILL STOCKHOLDERS RECEIVE RESTRICTED OR "FREE TRADING" SHARES OF
"GOLDCO":
I am assured that Goldco will file a Registration Statement with the
SEC, in respect of this stock being issued to the Company. It is
impossible to predict as to how long it will take to have the
restrictive legends removed from the stock certificates, this is out
of Goldco's power. Stockholders may rest assured that we are very aware
of this concern and that we are addressing it. The Company is not and
will not be an "Insider," "Associate" nor an "Affiliate" of Goldco.
13. HOW CAN STOCKHOLDERS KNOW THAT THEY WILL BE GUARANTEED TO RECEIVE
THEIR DIVIDENDS:
The Company has experienced severe problems in the past with Stock
Dividend payments and will ensure that all necessary steps are taken
and way in advance of the "Record Date" of this Extraordinary Dividend
to ensure that these problems do not reoccur. I am very aware of these
problems having inherited them. To that end, the Company is retaining
a specialist firm to coordinate this entire process with both the
Transfer Agent to the Company and to Goldco. They are able to ascertain
stockholder names and addresses as at the "Record Date" from DTCC and
Broker records; provided they are given at least 14 days prior notice
to the "Record Date." This, I am satisfied, will ensure that past
mistakes by a number of parties will not reoccur. This Company's
reputation, as well as mine, would be irreparably damaged should this
exercise not be conducted correctly.
14. IS HUNT GOLD CORPORATION ASSOCIATED WITH THIS EXTRAORDINARY DIVIDEND
OR WITH "GOLDCO":
No, Hunt Gold Corporation has nothing whatsoever to do with Goldco, nor
with this Extraordinary Dividend. The Company is merely a stockholder
in Hunt Gold Corporation.
15. WHY DOES THE COMPANY HAVE SUCH A HUGE AUTHORIZED SHARE CAPITAL:
I understand that this is a historical matter. Obviously the Company
does not require 5 trillion shares of Authorized Share Capital, this
was an error made some time ago. I will be amending the Company's Share
Capital to a sensible number very shortly.
16. WHEN WILL THE COMPANY BE CONTACTABLE DIRECTLY AND APPOINT AN INVESTOR
RELATIONS FIRM:
This is underway at present, it is very likely that the Company will
base itself in offices in Irvine, California, that being where the
Company's recent acquisitions are headquartered. I realize that the
Company needs to appoint an Investor Relations firm and this will be
done in conjunction with the announcement of our acquisitions and our
strategy on a going forward basis.
17. WHY DID THE COMPANY ELECT TO SELL ITS INTERESTS IN THESE GOLD ASSETS TO
GOLDCO:
The Goldco proposal was extremely attractive, they are familiar with
the Assets and their own portfolio has world class mines and very
experienced Management. I sought Counsel from many experienced Mining
Executives prior to the Company making this decision. I personally know
very little about the Mining business.
18. HOW DID THE COMPANY VALUE ITS GOLD ASSETS WHEN SELLING THEM TO GOLDCO:
The Company was in possession of historical data, Reports and
valuations. These were utilized to ascertain the valuations based upon
a Gold price of US$900/oz.
19. WHY HAS THE COMPANY NOT YET NAMED ITS RECENT ACQUISITIONS:
The Company is restructuring all of its recent acquisitions by using
Convertible Loan Notes, convertible based upon earnings performance of
the companies being acquired. This will serve to prevent the issue of
any further shares of the Common Stock for some time. This will also
ensure that the Company's stock is only issued at the correct Net Asset
Value and Price Earnings Ratio, going forward.
20. HOW DO I ENSURE THAT I QUALIFY TO RECEIVE THIS EXTRAORDINARY DIVIDEND:
You must be a stockholder of the Company as at the "Record Date." You
will need to ensure that your shares purchased in the Company have been
settled in your Broker's accounts by the "Record Date."
21. WHY IS THE COMPANY'S STOCK PRICE SO LOW:
The Company suffers from a bad reputation, lack of information and
transparency from Management; and very possibly from unlawful
activities in respect of its stock price. There appears to be a
concerted effort to hold our Company's stock price at these very low
levels despite our substantial stock buybacks and the retirement of
stock.
22. AT WHAT PRICE DOES MANAGEMENT EXPECT THE STOCK TO TRADE:
I do not feel it appropriate to venture an opinion on an actual price
per share but would, in an ideal world, be delighted to see the stock
trade at least to a small discount to its Net Asset Value, which is at
least 1.5 cents (US$0.015) a share; prior to the payment of the
Extraordinary Dividend. Stockholders should be less concerned about day
to day pricing of the stock in light of the Extraordinary Dividend
being paid. Post the "Record Date" it will my top priority to ensure
that this stock trades at a fair value based upon its financial
fundamentals.
23. IS THERE ANY CHANCE THAT THE DIVIDEND PAYOUT WILL BE WORTH MORE THAN
1.24 CENTS PER SHARE OF FORTRESS COMMON STOCK:
I cannot promise stockholders that will happen. The continuous
repurchases of the Company's stock prior to the "Record Date" would
result in a higher price per share in respect of the Extraordinary
share as this will be distributed amongst far less outstanding shares.
The price of Goldco stock could rise at the "Record Date" but
conversely, it could fall in value.
24. WHAT IS THE LIKELY DATE FOR THE "RECORD DATE" FOR THIS EXTRORDINARY
DIVIDEND:
The process of naming the "Record Date" is likely to take as long as
three weeks, given the number of parties involved in the co-ordination
of the distribution and payment of this Extraordinary Dividend.
25. DOES THE COMPANY BELIEVE THAT ITS STOCK IS BEING SHORTED:
In my opinion, virtually every Company and its stockholders believe
that their stock is being shorted. The Company has absolutely no proof
that the stock is being shorted. However, we are suspicious about the
number of shares of the Company's Common stock that are being traded
and what appears to be a deliberate attempt by third parties to prevent
the stock price from rising, no doubt to serve their own financial
interests.
26. WILL THE COMPANY EFFECT A REVERSE SPLIT OF ITS COMMON STOCK:
The Company will not contemplate a Reverse Split until such time as we
can be absolutely assured that we can protect the stock price, post any
split. In my opinion and based upon this Company's history of
unsuccessful Reverse Splits, I will not be entertaining the idea of a
Reverse Split at this time.
27. HOW MANY SHARES DOES THE COMPANY BELIEVE TO BE IN THE "FREE FLOAT":
The Company believes that the number of "free trading" shares in the
float is not higher than 3,642,344,560.
28. IF I SELL MY SHARES BEFORE THE "RECORD DATE," DO I STILL QUALIFY FOR
THIS EXTRAORDINARY DIVIDEND:
No, you will not qualify for this Extraordinary Dividend if you dispose
of your stockholding prior to the "Record Date."
29. HOW MANY OUTSTANDING SHARES OF STOCK DOES THE COMPANY HAVE:
The Company has a total amount of 32,295,377,817 shares outstanding as
of July 25, 2008. This includes all restricted and "free trading"
shares.
30. WHY IS THE COMPANY NOT PAYING A CASH DIVIDEND
In order to pay a cash dividend to its stockholders, the Company would
need to place its stockholding in Goldco for cash. This would be an
extremely difficult task given the sum of money involved. Stockholders'
interests, in my opinion, are better served by these Goldco shares
being in thousands of our stockholders' hands, allowing our
stockholders to make a decision as to when they wish to dispose of
their Goldco shares based upon Goldco's share price performance as
well as investor perception as to Goldco's fundamentals.
31. WILL THE COMPANY ISSUE ANY ADDITIONAL SHARES OF ITS STOCK BEFORE THE
"RECORD DATE":
No, I can guarantee that the Company will not be issuing any additional
shares of its Common Stock prior to the "Record Date."
32. HOW IS THE COMPANY FUNDING THESE STOCK REPURCHASES:
The Company has a short term secured Loan facility secured against
certain of its assets. Certain "non core" asset disposals, coupled with
subsidiary company earning, will eliminate this debt in September 2008.
Alan Santini, the CEO of Fortress Financial Group, Inc., commented that he hoped that he was able to clarify many of the issues raised by Stockholders. Alan Santini hoped that these answers would enable stockholders to make logical decisions as to whether or not they should buy or sell the Company's stock.
Alan Santini said, "There is a very real risk that many people are being influenced and very possibly prejudiced or defrauded by misinformation posted on Internet Chat Forums; and he wished to extend his gratitude to all those stockholders who contacted the Company seeking answer to these questions and particularly to those individuals who summarized the pertinent questions stockholders wanted answered, based upon numerous postings on the their Internet Chat Forums."
Any further information required by our stockholders will be immediately provided, should they E Mail their questions to the Company.
About Fortress Financial Group, Inc.
Fortress Financial Group, Inc. was primarily engaged in the issuing and marketing of prepaid debit card and related payment solution activities. Through the closure of the Trinity Mercantile Finance Group and the Mortgage Bank acquisitions, Fortress Financial Group, Inc. is now expediting its plans to become a broadly based Consumer Finance Group. The "Mortgage and Consumer Lending Divisions" will comprise the vast majority of the Group's earnings in the immediate to medium term.
The Company is utilizing is substantial Balance Sheet of circa US$100 million comprised of quoted and unquoted Gold Mining & Exploration stocks (This is after the payment of the Extraordinary Dividend of US$400 million to stockholders); to aggressively fund a large number of acquisitions in the consumer financial services sector; initially focused in the Mortgage Lending and Banking sectors.
This release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E the Securities Exchange Act of 1934, as amended and such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. "Forward-looking statements" describe future expectations, plans, results, or strategies and are generally preceded by words such as "may," "future," "plan" or "planned," "will" or "should," "expected," "anticipates," "draft," "eventually" or "projected." You are cautioned that such statements are subject to a multitude of risks and uncertainties that could cause future circumstances, events, or results to differ materially from those projected in the forward-looking statements, including the risks that actual results may differ materially from those projected in the forward-looking statements as a result of various factors, and other risks identified in a companies' annual report on Form 10-K or 10-KSB and other filings made by such company with the SEC.
Contact:
Fortress Financial Group, Inc.
Alan Santini
Chief Executive Officer
Email Contact
Tel: (954) 840-6961
www.marketwire.com/press-release/Fortress-Financial-Group-Inc-882825.html
