Duluth Metals and Franconia Minerals Complete Plan of Arrangement

Mar 07, 2011, 15:35 ET from Duluth Metals Limited

  • Consolidates one of  the world's largest copper-nickel-precious metals deposits
  • A strategic mega-resource for the United States in the context of a politically safe jurisdiction
  • Moves the planning within Twin Metals Minnesota LLC towards larger scale development and optimization
  • Increases potential job creation and economic impact for the State of Minnesota
  • Demonstrates strength of the strategic partnership with Antofagasta plc

TORONTO, March 7 /PRNewswire/ - Duluth Metals Limited ("Duluth") (TSX: DM) (TSX: DM.U) and Franconia Minerals Corporation ("Franconia") (TSX: FRA) are pleased to announce the successful completion of their previously announced plan of arrangement (the "Arrangement").

The Arrangement was completed on the terms and conditions of an arrangement agreement between Duluth and Franconia dated December 20, 2010, as amended, and effected by way of a plan of arrangement under the Business Corporations Act (Alberta).

As previously announced, Franconia received approval from its shareholders to proceed with the Arrangement at a special meeting of shareholders held on March 3, 2011. The Arrangement was subsequently approved by the Court of Queen's Bench of Alberta at a hearing held on March 4, 2011.

Pursuant to the Arrangement, Duluth has acquired all of the issued and outstanding common shares of Franconia that it did not already own in a transaction valued at approximately C$77 million. Franconia's assets are expected to be rolled into Twin Metals Minnesota LLC ("TMM"), a Duluth (60%) and Antofagasta plc ("Antofagasta") (40%) joint venture which includes the Nokomis deposit, one of the world's largest undeveloped deposits of copper, nickel and precious metals.

The common shares of Franconia are expected to be delisted from the Toronto Stock Exchange ("TSX") at the close of trading on or about March 9, 2011. The commons shares of Duluth issued under the Arrangement are expected to be listed and trading on the TSX at the opening of trading on or about March 10, 2011.

Each common share of Franconia was acquired by Duluth for consideration consisting of: (i) C$0.90 in cash per common share of Franconia; (ii) 0.328 of a common share of Duluth and C$0.001 in cash per common share of Franconia; or (iii) a combination of (i) and (ii). The closing price of the common shares of Duluth on the TSX on March 4, 2011, the last trading day prior to the completion of the Arrangement, was C$2.78. Immediately prior to the completion of the Arrangement, Duluth owned 3,906,250 common shares of Franconia representing approximately 4.7% of the issued and outstanding common shares of Franconia.

As previously announced, in connection with the Arrangement, Antofagasta subscribed for 7,604,563 subscription receipts (the "Subscription Receipts") issued by Duluth, by way of private placement, at a price of C$2.63 per Subscription Receipt for aggregate gross proceeds of C$20,000,000. As a result of the receipt of the final court order approving the Arrangement, all of the Subscription Receipts automatically converted into common shares of Duluth, without the payment of any additional consideration by Antofagasta.

Some of Franconia's deposits and their land holdings are contiguous with those of TMM, and the acquisition will consolidate TMM's position in the Duluth Complex region in northeastern Minnesota. Four deposits with NI 43-101 compliant Mineral Resources have been delineated: the Spruce Road Deposit; the Nokomis Deposit; the Maturi Deposit, and the Birch Lake Deposit. The joining of land positions between TMM and Franconia Minerals gives TMM over 25,000 acres of land/mineral interests and increases TMM's overall qualified resources that may support a larger scale mine development plan.

Christopher C. Dundas, the Chairman and CEO of Duluth stated: ""The merger between Duluth and Franconia will provide TMM the platform to plan the development of one the world's largest nickel-copper-PGM deposits. This merger potentially creates a stronger development project of much larger size, scale and mine life for TMM.  Our partnership with Antofagasta will provide the financing and execution capability necessary to develop this high economic impact project for Northern Minnesota."

A map showing the land and NI-43-101 resource consolidation is found on the Duluth Metals website at www.duluthmetals.com under this press release.

David Oliver, P. Geo. is the Qualified Person for Duluth and Site Manager for TMM, in accordance with NI 43-101 of the Canadian Securities Administrators, and is responsible for Duluth's technical content of this press release and quality assurance of the exploration data and analytical results.

About Duluth Metals Limited

Duluth Metals Limited is committed to acquiring, exploring and developing copper, nickel and platinum group metal (PGM) deposits. Duluth Metals has a joint venture with Antofagasta plc on the Nokomis Project, located within the rapidly emerging Duluth Complex mining camp in north-eastern Minnesota. The Duluth Complex hosts one of the world's largest undeveloped repositories of copper, nickel and PGMs, including the world's third largest accumulation of nickel sulphides, and one of the world's largest accumulations of polymetallic copper and platinum group metals. Aside from the joint venture, Duluth Metals retains a 100% position on approximately 31,000 acres of mineral interests on exploration properties adjacent to and nearby the Nokomis joint venture.

About Twin Metals Minnesota LLC

Twin Metals Minnesota LLC is a new joint venture company, which is 60% owned by Duluth Metals and 40% by Antofagasta plc. The joint venture's principal asset is called the Nokomis Project, located within the Duluth Complex mining camp in north-eastern Minnesota.

This document may contain forward-looking statements (including "forward-looking information" within the meaning of applicable Canadian securities legislation and "forward-looking statements" within the meaning of the US Private Securities Litigation Reform Act of 1995) relating to, among other things, the operations of Duluth, the environment in which it operates, timing and amount of capital expenditures, results of exploration and mine development, the availability of funding to Duluth and timing of geological reports. Such statements are based on operations, estimates, forecasts and projections. They are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that are difficult to predict and may be beyond the control of Duluth. A number of important factors could cause actual outcomes and results to differ materially from those expressed in forward-looking statements, including those set forth in the annual information form under the heading "Risk Factors" and in the other public filings of Duluth. Consequently, undue reliance should not be placed on such forward-looking statements. In addition, all forward-looking statements in this press release are given as of the date hereof. Duluth disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, save and except as may be required by applicable securities laws.

Duluth has its head office at 80 Richmond Street West, Suite 1500, Toronto, Ontario. A copy of the early warning report filed by Duluth in connection with the completion of the Arrangement is available under Franconia's profile at www.sedar.com. Please contact one of the individuals listed above in order to obtain a copy of the early warning report.

Webpage:  www.duluthmetals.com

SOURCE Duluth Metals Limited