Franc-Or Closes Cdn. $4.0 Million Private Placement with Newmont Mining Corporation and Pursues Russian Gold Properties

Business Wire, July 12, 2004

MONTREAL -- Franc-Or Resources Corporation (TSX: FOR) is pleased to announce that it has closed the Cdn. $4.0 million non-brokered private placement with Newmont Mining Corporation (TSX: NMC; NYSE: NEM). This private placement was approved at the annual and special meeting of shareholders of the Company held on June 29, 2004. The proceeds of the private placement will be used to fund Franc-Or's gold exploration and development initiatives in Russia as announced on May 19, 2004.

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 until July 7, 2006 at an exercise price of Cdn. $0.25.

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.

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 have the right to nominate two of five Franc-Or directors.

For the purposes of National Instrument 62-103 early warning reporting, the head office of Newmont Mining Corporation is at 1700 Lincoln Street, Denver, Colorado, 80203. Newmont does not currently exercise control or direction over any common shares or other securities of Franc-Or. Franc-Or currently has 25,760,762 common shares issued and outstanding. Upon exercise of the Subscription Receipts, Newmont would own 25,000,000 common shares representing approximately 49.25% of the issued and outstanding shares of Franc-Or on a non-diluted basis. Newmont Mining Corporation may acquire additional securities of Franc-Or but has no current intention to do so.

Franc-Or is continuing to aggressively evaluate several gold properties in various stages of exploration that show reasonable probabilities of satisfying Newmont's selection criteria. Management is confident that it can acquire at least one property that would trigger the release of the private placement funds before the November 18 deadline, but this cannot be assured. Franc-Or does not currently own any property interests in Russia.

Franc-Or management is pleased to have the strategic alliance partnership with Newmont advance to this next stage of closing the private placement and looks forward to what it hopes will be a long-term relationship of developing mines in Russia with the largest gold producing company in the world.

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.