GFM Resources Limited

GFM Resources Limited

February 15, 2010 13:17 ET

GFM Issues Shares and Warrants Upon Loan Conversion, for Settlement of Outstanding Debt and for Mineral Rights Payment

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Feb. 15, 2010) - GFM Resources Limited (TSX VENTURE:GFM.H) ("GFM" or "the Company") further to its January 18, 2010, press release, wishes to announce that it has completed a debt settlement of $93,255 owed to majority shareholder Grupo Ferrominero, S.A. de C.V. ("Grupo") by issuing 221,749 common shares at a weighted average price of $0.42 per share. The debt settled relates to cash advances made by Grupo during December 2006 and January 2007 for ongoing operations.

In addition, the Company has issued an aggregate of 4,038,576 at a weighted average price of $0.15 per share to Grupo and its subsidiary, Compania Minera Autlan, S.A.B. de C.V. ("Autlan"), after exercising conversion rights on $610,000 in outstanding principal amounts of convertible debt issued by the Company, pursuant to a convertible loan agreement entered into between the Company and Grupo on March 1, 2007, and further amended on September 30, 2007 ("the Agreement"), and subsequently assigned by Grupo to its subsidiary, Autlan. In addition, 1,800,000 share purchase warrants with an exercise price of $0.10 per warrant were issued to Autlan for a $180,000 portion of the loan incurred during 2009. The warrants have expiry dates ranging between March 31, 2010, and December 1, 2010.

Under the terms of the Agreement, Grupo or Autlan have funded the Company with cash amounts from time to time to a maximum of $500,000 per year to meet the Company's ongoing requirements. Each advance bears interest commencing on the date of the advance, at the Prime Rate offered by the Company's bank on such date. The loan is repayable on demand. The debt that was converted relates to the principal amount of cash advances made under the Agreement since March of 2007. The interest owed to Grupo and Autlan has not been converted as the Agreement does not have conversion provisions for the interest portion.

Finally, the Company issued Grupo 150,000 common shares at a deemed price of $0.25 per share to Grupo in full payment of the transfer of mineral rights of the La Casita property, as announced on May 26, 2008.

All of the securities issued have a hold period of four months expiring on June 10, 2010.

About GFM

GFM Resources Limited is a Canadian public company engaged in the business of mineral exploration in Mexico; its shares are listed on the NEX Board of the TSX Venture Exchange under the symbol GFM.H. The Company's majority shareholder is Compania Minera Autlan S.A.B. de C.V., a company listed on the Mexico City stock exchange and active in manganese and ferroalloy operations in Mexico, in turn controlled by Grupo Ferrominero, S.A. de C.V., a private Mexican holding company that also controls other companies in domains such as electronics and investment banking. For more information please visit

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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