»VIPR Ind. Merger-News-WKN:A0NEFW Merger - News mit Franconia

TankerOne · 08.03.2011, 00:25

VIPR Ind. Merger-News-WKN:A0NEFW Merger - News mit Franconia Minerals Corporation

OTC Disclosure & News Service, Date: Mar 07, 2011 at OTC markets via Datamonitor.
VIPR Idustries ( OTC: YIPR) and Franconia Minerals Corporation ("Franconia") (TSX: FRA) are pleased to announce the successful fial completion of the merger for the Tanzaina Gold Projekt with 250.000 acress land

The merger was completed on the terms and conditions of an mergererger agreement between VIPR Industries and Franconia dated December 20, 2010, as amended, and effected by way of a plan of merger 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 merger was subsequently approved by the Court of Queen's Bench of Alberta at a hearing held on March 4, 2011.
Pursuant to the Arrangement, VIPR Industries 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 VIPR Industries (60%) and Antofagasta plc ("Antofagasta") (40%) merger 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 VIPR Idustries issued under the Arrangement are expected to be listed and trading on the OTC at the opening of trading on or about March 10, 2011.
Each common share of Franconia was acquired by VIPR Industries 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 VIPR Industries 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, VIPR Industries 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 merger, 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 merger, all of the Subscription Receipts automatically converted into common shares of Duluth, without the payment of any additional consideration by Antofagasta.

About VIPR Industries Inc.

All generetic informatios will e pulisched on http://www.sedar.com at Mar 10, 2011 via Datamoitor.

VIPR Industries Inc. is a precious metals exploration and development company
focused on Gold, Uranium, Diamonds and other precious metal resources and
reserves through mergers, acquisitions and resource development.

About Twin Metals Minnesota LLC
Twin Metals Minnesota LLC is a new joint venture company, which is 60% owned by VIPR Industries and 40% by Antofagasta plc. The joint venture's principal asset is called the Nokomis Project, located within the VIPR Industries 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 VIPR Industries , the environment in which it operates, timing and amount of capital expenditures, results of exploration and mine development, the availability of funding to VIPR Industries 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 VIPR Industries . 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 VIPR Industries. 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.VIPR Industries 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.
VIPR Industries has its head office at 80 Richmond Street West, Suite 1500, Toronto, Ontario. A copy of the early warning report filed by VIPR Industries in connection with the completion of the Arrangement is available under Franconia's profile at http://www.sedar.com.

This information includes certain "forward-looking statements." The forward-looking statements reflect the beliefs, expectations, objectives and goals of the Company management with respect to future events and financial performance. They are based on assumptions and estimates, which are believed reasonable at the time such statements are made. However, actual results could differ materially from anticipated results. Important factors that may impact actual results include but are not limited to commodity prices, political developments, legal decisions, market and economic conditions, industry competition, the weather, changes in financial markets and changing legislation and regulations. Matters discussed in this press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this press release, the words "anticipate," "believe," "estimate," "may," "intend," "expect" and similar expressions identify such forward-looking statements. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein. These forward-looking statements are based largely on the expectations of the Company and are subject to a number of risks and uncertainties. These include but are not limited to risks and uncertainties associated with the impact of economic, competitive and other factors affecting the Company and its operations, markets, product, and distributor performance, the impact on the national and local economies resulting from terrorist actions, and U.S. actions subsequently; and other factors detailed in reports filed by the Company. Forward-looking statements are intended to qualify for the safe harbor provisions of Section 21E of the Securities and Exchange Act of 1934, as amended.
CONTACT:

Contacts:
VIPR Industries Inc.
Investor Relations
+1(702) 940-0494
+1(702) 942-3397 (FAX)
info@viprindustries.com
http://www.viprindustries.com

For further information:

Mara Strazdins Vern Baker
Director of Corporate Communications President
Telephone: +1-416-369-1500 ext. 222 Telephone: +1-651-389-9990
Email: mstrazdins@duluthmetals.com Email: vbaker@duluthmetals.com

OTC Disclosure & News Service, Date: Mar 07, 2011 at OTC markets via Datamonitor.
The above news release has been provided by the above company via the OTC Disclosure and News Service. Issuers of news releases and not OTC Markets Group, Inc. are solely responsible for the accuracy of such news releases

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TankerOne Beiträge & PNs ignorieren Fortgeschrittener Anmeldedatum: 02.06.2010 Beiträge: 123 Chats: 0	08.03.2011, 00:25 zitieren VIPR Ind. Merger-News-WKN:A0NEFW Merger - News mit Franconia Minerals Corporation OTC Disclosure & News Service, Date: Mar 07, 2011 at OTC markets via Datamonitor. VIPR Idustries ( OTC: YIPR) and Franconia Minerals Corporation ("Franconia") (TSX: FRA) are pleased to announce the successful fial completion of the merger for the Tanzaina Gold Projekt with 250.000 acress land The merger was completed on the terms and conditions of an mergererger agreement between VIPR Industries and Franconia dated December 20, 2010, as amended, and effected by way of a plan of merger 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 merger was subsequently approved by the Court of Queen's Bench of Alberta at a hearing held on March 4, 2011. Pursuant to the Arrangement, VIPR Industries 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 VIPR Industries (60%) and Antofagasta plc ("Antofagasta") (40%) merger 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 VIPR Idustries issued under the Arrangement are expected to be listed and trading on the OTC at the opening of trading on or about March 10, 2011. Each common share of Franconia was acquired by VIPR Industries 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 VIPR Industries 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, VIPR Industries 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 merger, 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 merger, all of the Subscription Receipts automatically converted into common shares of Duluth, without the payment of any additional consideration by Antofagasta. About VIPR Industries Inc. All generetic informatios will e pulisched on http://www.sedar.com at Mar 10, 2011 via Datamoitor. VIPR Industries Inc. is a precious metals exploration and development company focused on Gold, Uranium, Diamonds and other precious metal resources and reserves through mergers, acquisitions and resource development. About Twin Metals Minnesota LLC Twin Metals Minnesota LLC is a new joint venture company, which is 60% owned by VIPR Industries and 40% by Antofagasta plc. The joint venture's principal asset is called the Nokomis Project, located within the VIPR Industries 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 VIPR Industries , the environment in which it operates, timing and amount of capital expenditures, results of exploration and mine development, the availability of funding to VIPR Industries 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 VIPR Industries . 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 VIPR Industries. 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.VIPR Industries 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. VIPR Industries has its head office at 80 Richmond Street West, Suite 1500, Toronto, Ontario. A copy of the early warning report filed by VIPR Industries in connection with the completion of the Arrangement is available under Franconia's profile at http://www.sedar.com. This information includes certain "forward-looking statements." The forward-looking statements reflect the beliefs, expectations, objectives and goals of the Company management with respect to future events and financial performance. They are based on assumptions and estimates, which are believed reasonable at the time such statements are made. However, actual results could differ materially from anticipated results. Important factors that may impact actual results include but are not limited to commodity prices, political developments, legal decisions, market and economic conditions, industry competition, the weather, changes in financial markets and changing legislation and regulations. Matters discussed in this press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this press release, the words "anticipate," "believe," "estimate," "may," "intend," "expect" and similar expressions identify such forward-looking statements. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein. These forward-looking statements are based largely on the expectations of the Company and are subject to a number of risks and uncertainties. These include but are not limited to risks and uncertainties associated with the impact of economic, competitive and other factors affecting the Company and its operations, markets, product, and distributor performance, the impact on the national and local economies resulting from terrorist actions, and U.S. actions subsequently; and other factors detailed in reports filed by the Company. Forward-looking statements are intended to qualify for the safe harbor provisions of Section 21E of the Securities and Exchange Act of 1934, as amended. CONTACT: Contacts: VIPR Industries Inc. Investor Relations +1(702) 940-0494 +1(702) 942-3397 (FAX) info@viprindustries.com http://www.viprindustries.com For further information: Mara Strazdins Vern Baker Director of Corporate Communications President Telephone: +1-416-369-1500 ext. 222 Telephone: +1-651-389-9990 Email: mstrazdins@duluthmetals.com Email: vbaker@duluthmetals.com OTC Disclosure & News Service, Date: Mar 07, 2011 at OTC markets via Datamonitor. The above news release has been provided by the above company via the OTC Disclosure and News Service. Issuers of news releases and not OTC Markets Group, Inc. are solely responsible for the accuracy of such news releases
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