May 11, 2006 14:44 ET

Franc-Or Announces Extension of Expiry Date on Newmont Subscription Receipts

MONTREAL, QUEBEC--(CCNMatthews - May 11, 2006) - Franc-Or Resources Corporation (TSX:FOR) is pleased to announce that it has reached an agreement with Newmont Mining Corporation (NYSE:NEM) to extend the expiry date to July 18, 2006 for the conversion of the 22, 932,100 remaining Subscription Receipts originally issued on July 12, 2004, pursuant to a private placement agreement between Franc-Or and Newmont. This extension is two months beyond the current deadline of May 18, 2006, and is subject to regulatory approval.

The original non-brokered private placement consisted of 25,000,000 Subscription Receipts sold at Cdn. $0.16 per Subscription Receipt. Each Subscription Receipt represents the right to receive one Unit composed of one common share and a one-half common share purchase warrant. Each whole common share purchase warrant entitles the holder to acquire one common share until July 7, 2007 at an exercise price of Cdn $0.25.

The remaining Subscription Receipts will be automatically exercised into the underlying Units when Newmont is satisfied that at least one gold property presented by Franc-Or in Russia qualifies as a key property. Under the present extension, if no such property interest is acquired by July 18, 2006, the remaining private placement proceeds held in an escrow account will be returned to Newmont whereupon the Subscription Receipts will be cancelled for no further consideration.

Franc-Or and Newmont continue to monitor the status of the Bugdainskoe Au-Mo-W-Pb-Zn-Ag property in southeast Siberia, where the government-owned mining company with whom Franc-Or has been dealing is undergoing a broad re-structuring, making the timing of the completion of a Definitive Agreement uncertain.

Franc-Or currently has 30,848,662 common shares issued and outstanding. Newmont currently owns 2,067,900 common shares of Franc-Or (6.7%) on a non-diluted basis. Newmont also owns 1,033,950 warrants as well as the 22,932,100 Subscription Receipts. Newmont will review its holdings from time to time and may increase or decrease its position in Franc-Or as future circumstances dictate.


No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. This News Release includes certain "forward-looking statements". All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding future plans and objectives of Franc-Or, are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from Franc-Or's expectations are the risks detailed herein and from time to time in the filings made by Franc-Or with securities regulators.

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