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

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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 Welcome to the SEDAR Web Site / Bienvenue au Site Web SEDAR 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.

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