July 05, 2005 08:30 ET

Franc-Or Announces Shareholder Approval of Warrant Extension

MONTREAL, QUEBEC--(CCNMatthews - July 5, 2005) - Franc-Or Resources Corporation (TSX:FOR) today announced that shareholders approved all items of business at the annual and special meeting of shareholders held in Toronto on June 29, 2005. The single item of special business was the extension of the expiry date of the 12.5 million common share purchase warrants underlying all of the 25 million Subscription Receipts by one year to July 7, 2007, at the same exercise price of Cdn $0.25 per one common share. Regulatory approval has been received for this extension and the amendment will be effective on July 15, 2005.

The original non-brokered private placement consisted of 25,000,000 Subscription Receipts sold at Cdn. $0.16 per Subscription Receipt issued to Newmont Mining Corporation (TSX:NMC)(NYSE:NEM) on July 12, 2004. Each Subscription Receipt represents the right to receive one Unit composed of one common share and one-half common share purchase warrant. Each whole Warrant originally entitled the holder to acquire one common share until July 7, 2006 at an exercise price of Cdn $0.25 which expiry date has been extended to July 7, 2007 as discussed above. As announced on June 10, 2005, Newmont completed the exercise of 2,067,900 of its previously purchased Subscription Receipts at Cdn $0.16 per Subscription Receipt for aggregate proceeds of Cdn $330,864 such that Newmont holds 2,067,900 common shares of Franc-Or, 1,033,950 Warrants and the remaining 22,932,100 Subscription Receipts (see press releases 05-01 and 05-02). Other than the holding of those securities of Franc-Or, Newmont and its associates are arm's length to Franc-Or.

The remaining 22,932,100 Subscription Receipts are automatically exercised into the underlying Units when Franc-Or acquires the right to earn at least a 60% interest in at least one strategic gold exploration property located in Russia that is satisfactory to Newmont. If no such property interest is acquired by May 18, 2006, the remaining private placement proceeds of approximately Cdn $3,670,000 will be returned to Newmont whereupon the Subscription Receipts will be cancelled for no further consideration.

Franc-Or and Newmont are currently evaluating the Bugdainskoe property in southeast Russia to determine if it qualifies as a key gold property. As earlier announced, the parties have until August 9, 2005 to complete their respective legal and corporate due diligence responsibilities regarding the Bugdainskoe property (see press release 05-02). The ongoing legal and corporate transactions include the formation of a new joint venture company, the completion of a binding definitive agreement, and the transfer of the Bugdainskoe Mining License into the new company.


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.

Contact Information