Franconia Minerals Corporation
TSX : FRA

Franconia Minerals Corporation

March 31, 2010 09:00 ET

Franconia Minerals Receives Shareholder Approval at Annual Meeting to Extend and Reprice Warrants Issued in 2007 Financing

SPOKANE VALLEY, WASHINGTON--(Marketwire - March 31, 2010) -

THIS PRESS RELEASE IS NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO U.S. NEWS AGENCIES

Franconia Minerals Corp. (TSX:FRA) ("Franconia" or the "Company") announces that it has received disinterested shareholder approval to adjust the terms of 3,667,626 warrants issued following the brokered private placement financing that closed on April 13, 2007. Under the original terms, for each warrant held, the warrant holder was entitled to purchase one common share of Franconia's stock at an exercise price of Cdn$1.92 prior to their expiration of April 13, 2010. According to the revised terms, the holder will be entitled to purchase one common share at an exercise price of Cdn$0.70 until the earlier of: a) the date which is the 15th trading day after receiving notice from the Corporation that the weighted average price of the Common Shares on the Toronto Stock Exchange has been equal to or greater than Cdn$0.875 for a period of 15 consecutive trading days; and, b) April 13, 2011.

In addition, Franconia received disinterested shareholder approval to adjust the terms of an additional 1,875,000 warrants issued following the brokered private placement financing that closed on April 30, 2007. Under the original terms, for each warrant held, the warrant holder was entitled to purchase one common share of Franconia's stock at an exercise price of Cdn$1.92 prior to their expiration of April 30, 2010. According to the revised terms, the holder will be entitled to purchase one common share at an exercise price of Cdn$0.70 until the earlier of: a) the date which is the 15th trading day after receiving notice from the Corporation that the weighted average price of the Common Shares on the Toronto Stock Exchange has been equal to or greater than Cdn$0.875 for a period of 15 consecutive trading days; and, b) April 30, 2011.

The above amendments were approved by the shareholders at the Corporation's annual general and special meeting held on March 30, 2010. A full description of the amendments approved is set out in the Management Information Circular dated March 3, 2010 and which can be found at www.sedar.com.

The TSX has conditionally approved the above amendments subject to the receipt of the final documentation. The warrants may not be exercised until the final documentation is filed with the TSX. The Corporation anticipates that it will file its final documentation by April 1, 2010. Notices will be delivered to the warrant holders outlining the amendments. New warrant certificates will not be issued unless requested or upon transfers or partial exercises.

About Franconia Minerals Corporation (TSX:FRA): Franconia is currently focused on the development of the Birch Lake copper-nickel-platinum-palladium property. Franconia also holds – but has no current plans to advance – the Maturi and Spruce Road deposits in the highly prospective Duluth complex in northeastern Minnesota. The most recently updated NI 43-101 report estimates an underground Indicated Resource of 131.2 million tonnes, plus an Inferred Resource of 37.5 million tonnes for the Birch Lake deposit (see news release dated September 23, 2009). Underground mining at Birch Lake would minimize the surface impact of the operation. Also, storage of mine wastes underground would further minimize the surface impact. Additional resources held by Franconia in the Duluth Complex include Inferred Resources at the Maturi deposit (see news release of September 6, 2006) and at the Spruce Road deposit (see news release of December 3, 2007). Independent reports prepared to NI 43-101 standards by Scott Wilson RPA are available at www.SEDAR.com and www.franconiaminerals.com.

FORWARD LOOKING STATEMENTS:

This news release contains certain "forward-looking statements" and "forward-looking information" under applicable securities laws. Except for statements of historical fact, certain information contained herein constitutes forward-looking statements. Forward-looking statements are frequently characterized by words such as "plan", "except", "project", "intend", "believe", "anticipate", "estimate", and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are based on a number of assumptions and 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 statements. Assumptions upon which such forward-looking statements are based included that all required third party regulatory and governmental approvals will be obtained. Many of these assumptions are based on factors and events that are not within the control of Franconia and there is no assurance they will prove to be correct. Factors that could cause actual results to vary materially from results anticipated by such forward-looking statements include changes in market conditions and other risk factors discussed or referred to in the annual information form of Franconia dated December 21, 2009 and in the annual Management's Discussion and Analysis for Franconia filed with the applicable securities regulatory authorities and available at www.sedar.com. Although Franconia has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Franconia undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking statements.

THIS PRESS RELEASE, PROVIDED PURSUANT TO APPLICABLE CANADIAN REQUIREMENTS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS, OR EXERCISED IN THE UNITED STATES OR BY U.S. PERSONS, ABSENT REGISTRATION OR APPLICABLE EXEMPTION FROM REGISTRATION REQUIREMENTS.

The TSX has neither approved nor disapproved the contents of this press release.

Contact Information