Franconia Minerals Corporation
TSX : FRA

Franconia Minerals Corporation

February 22, 2011 08:00 ET

Franconia Minerals Announces that Institutional Shareholder Services and Glass Lewis Recommend that Shareholders Vote FOR the Arrangement Resolution

SPOKANE, WASHINGTON--(Marketwire - Feb. 22, 2011) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Franconia Minerals Corporation ("Franconia") (TSX:FRA) is pleased to announce that Institutional Shareholder Services Inc., ("ISS") and Glass Lewis & Co., ("Glass Lewis") recommend that shareholders vote FOR the Arrangement Resolution, pursuant to which Duluth Metals Limited ("Duluth") (TSX:DM)(TSX:DM.U) will acquire 100% of the outstanding common shares in the capital of Franconia. 

ISS and Glass Lewis are leading independent international corporate governance analysis and proxy voting firms. Their recommendations assist shareholders to make decisions regarding proxy voting.

In recommending that shareholders vote to approve the Plan of Arrangement, ISS stated in its report*:

"The merger would consolidate interests within the same sector and the strategic rationale is therefore sound. There are no governance concerns. Market reaction is favorable and half the consideration is being paid in cash. On account of these factors, shareholder approval is warranted."

"We are pleased that ISS and Glass Lewis share our view that Franconia shareholders should vote FOR approving the Arrangement Resolution," said Brian Gavin, President and CEO of Franconia. "The Franconia - Duluth business combination represents enhanced value creation potential for all shareholders."

*Permission to quote from the ISS or Glass Lewis report was neither sought nor obtained.

About the Special Meeting

Meeting materials were mailed on February 10, 2011 to registered and beneficial Franconia Shareholders of record as at January 21, 2011. Notice of the Meeting and record date and the Meeting materials have been filed with the appropriate regulatory authorities and are available on SEDAR at www.sedar.com.

The Special Meeting of Shareholders of Franconia will be held at the Hilton Hotel, Johnston Room at 145 Richmond Street West, Toronto, Ontario, M5H 2L2 on March 3, 2011 at 10 A.M. (Toronto time). Shareholders who require assistance in voting their proxy may direct their inquiry to Franconia's proxy solicitation and information agent and depositary Kingsdale Shareholder Services Inc., 1-866-481-2532 or contactus@kingsdaleshareholder.com.  

Caution Concerning Forward-Looking Statements:

This news release contains certain forward-looking statements and information. The forward-looking statements and information express, as at the date of this press release, the Company's plans, estimates, forecasts, projections, expectations or beliefs as to future events and results. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by us, are inherently subject to significant business, economic and competitive uncertainties and contingencies and there can be no assurance that such statements will prove to be accurate. Therefore, actual results and future events could differ materially from those anticipated in such statements. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including, but not limited to, the time required to consummate the Arrangement, the satisfaction or waiver of conditions in the Arrangement agreement, material adverse changes in the affairs of Franconia, any actions or omissions by Franconia or its board of directors, the approval of the Arrangement by Franconia Shareholders or any necessary actions to obtain required regulatory or other third-party approvals and consents. Readers should not place undue reliance on forward-looking statements or information. The Company undertakes no obligation to reissue or update forward-looking statements or information as a result of new information or events after the date hereof except as may be required by law. See the Company's annual information form for additional information on risks, uncertainties and other factors relating to the forward-looking statements and information. All forward-looking statements and information made in this news release are qualified by this cautionary statement. The TSX has not reviewed and does not accept responsibility for the adequacy or accuracy of the contents of this news release, which has been prepared by management.

For additional information, please contact:

For further information, please contact Kingsdale Shareholder Services Inc., the Corporation's proxy solicitation and information agent and depositary, by (i) telephone (toll-free in North America at 1-866-481-2532, or if outside North America, 416-867-2272); or (ii) email at contactus@kingsdaleshareholder.com.

Contact Information