19 May 2004 17:32
Franc-Or Enters Into Letter of Intent With Newmont on Private Placement for Future Development of Russian Gold
Properties
MONTREAL--(BUSINESS WIRE)--May 19, 2004--Franc-Or Resources Corporation (TSX:FOR) is pleased to announce the signing
of a Letter of Intent with Newmont Mining Corporation (NYSE:NEM) (TSX:NMC) to complete a non-brokered private placement
financing for gross proceeds of Cdn. $4,000,000. The proceeds of the private placement will be used to fund
Franc-Or's gold exploration and development initiatives in Russia. The private placement consists of 25,000,000
Subscription Receipts to be 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 two years from the date of completion of the private
placement at an exercise price of Cdn. $0.25.
Closing of the private placement is conditional on definitive documentation, satisfactory due diligence, and receipt
of all necessary shareholder and regulatory approvals. Closing of the private placement is expected on or before July 7,
2004. The 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 November 18, 2004, the private placement proceeds
will be returned to Newmont whereupon the Subscription Receipts will be cancelled for no further consideration. Upon
exercise of the Subscription Receipts, Newmont would own approximately 49% of the issued and outstanding shares of
Franc-Or on a non-diluted basis. Franc-Or does not currently own any property interests in Russia, but the Company has
been highly active in reviewing and considering a number of Russian property initiatives.
Once completed, the private placement would create a strategic alliance between the two companies in which Franc-Or
would search for and develop gold deposits in Russia. In addition to the requirement to source at least one strategic
gold property in Russia that is acceptable to Newmont, Newmont would have a first right of refusal to develop, through
purchase or joint venture, any large deposit of gold, defined to be a resource or reserve greater than 3 million ounces,
that will be explored and initially developed by Franc-Or. Franc-or would have the right to develop those deposits that
fall beneath this threshold. Newmont will also receive the right to nominate two of five Franc-Or directors.
The Company is extremely pleased to have this association and is encouraged by the confidence expressed by Newmont in
the efforts of the Franc-Or exploration team, which has been actively searching for quality precious metals properties
in Russia. Franc-Or management believes that Russia is one of the most prospective countries in the world for major new
gold discoveries. Moreover, with its improved business climate, coupled with the positive attitude of its populace
toward mining and a highly skilled work force, Russia is seen as a favorable place to develop mines.
--30--DH/na* CONTACT: Franc-Or Resources Corporation Robert J. Casaceli President (514) 842-5323 Fax: (514) 842-3306
www.franc-or-resources.com
Franc-Or management envisions this alliance with Newmont to be the beginning of a long and mutually beneficial
relationship. It is also excited about the flexibility that Newmont brings for the Company to develop any size gold
deposit, as well as to allow consideration of certain deposits that might require special technologies to develop.
Franc-Or management and staff are dedicated to ensuring the success of this alliance and are confident in their ability
to bring high quality properties to the table and fulfill the conditions precedent to the completion of the private
placement.
CAUTIONARY STATEMENT
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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RUSSIA IN FACTS
