Franconia Minerals Corporation
TSX : FRA

Franconia Minerals Corporation

February 10, 2011 17:58 ET

Franconia Minerals Obtains Interim Order and Mails Meeting Materials

SPOKANE VALLEY, WASHINGTON--(Marketwire - Feb. 10, 2011) -

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

Franconia Minerals Corporation ("Franconia" or the "Company") (TSX:FRA) is pleased to announce that on February 3, 2011 Franconia obtained an interim order from the Court of Queen's Bench of Alberta authorizing, among other things, the holding of a special meeting (the "Meeting") of holders of common shares ("Franconia Shares") of Franconia ("Franconia Shareholders"). At the Meeting, Franconia Shareholders will be asked to consider and, if deemed advisable, pass a special resolution approving the proposed arrangement (the "Arrangement") between Franconia and Duluth Metals Limited ("Duluth") announced on December 20, 2010. Meeting materials were mailed on February 10 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.

If the arrangement resolution is passed by Franconia Shareholders, Duluth will acquire all of the outstanding common shares of Franconia and Franconia will become a wholly-owned subsidiary of Duluth. The Arrangement is subject to, among other things, the approval of at least 66 2/3 % of the votes cast at the Meeting, and, pursuant to a requirement of the Toronto Stock Exchange, the approval of not less than a majority of the votes cast by Franconia Shareholders present in person or by proxy at the Meeting excluding any votes cast by Mr. Brian Gavin, Chief Executive Officer of Franconia. Mr. Gavin currently holds 850,000 Franconia Shares, representing approximately 1% of the issued and outstanding Franconia Shares as at the date hereof. Assuming the Arrangement is approved at the Meeting, Franconia will return to court on March 4, 2011 to seek a final order to implement the Arrangement. The board of directors of Franconia unanimously recommends that Franconia Shareholders vote FOR the resolution approving the Arrangement. 

Franconia intends to hold the Meeting at 10:00 a.m. (Toronto time) on March 3, 2011, at the Hilton Hotel, Johnston Room, 145 Richmond Street West, Toronto, Ontario, M5H 2L2.

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, or: Greg Taylor: O: 905 337-7673 / M: 416 605-5120, gtaylor@franconiaminerals.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.

Contact Information