GFM Resources Limited

GFM Resources Limited

January 18, 2010 18:24 ET

GFM Resources Limited: Debt Settlement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Jan. 18, 2010) - GFM Resources Limited (TSX VENTURE:GFM.H) ("GFM" or "the Company") has settled a debt of $93,255 owed to majority shareholder Grupo Ferrominero, S.A. de C.V. ("Grupo") through the issuance of 221,749 common shares at an average price of $0.43 per share. The debt settled relates to cash advances made by Grupo during December 2006 and January 2007 for ongoing operations.

In addition, Grupo and its subsidiary, Compania Minera Autlan, S.A.B. de C.V. ("Autlan"), have exercised conversion rights on $610,000 in outstanding 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. A total of 5,867,147 common shares at a deemed weighted average price of $0.24 per share, and 4,128,571 share purchase warrants will be issued upon conversion of the convertible debt. Each warrant entitles its holder to purchase one additional common share at an exercise price of $0.10 per warrant with expiry dates ranging from January 22, 2010 to December 1, 2010.

Under the terms of the Agreement, Grupo or Autlan will fund 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 funds being converted relate to cash advances made under the Agreement since March of 2007.

Also under the terms of the Agreement, Grupo has the right to convert the principal amount of each advance into units of the Company for a period of five years from the date of the advance at the closing price of the Company's common shares on the TSX Venture Exchange on the day before the advance if the conversion right is exercised within the first two years of the advance, and 10% over the closing price if the conversion right is exercised during the last three years (the "Conversion Price"). Each unit consists of one common share and one common share purchase warrant. Each warrant is be exercisable for a period of one year from the date of the cash advance at the Conversion Price, which cannot be lower than $0.05 for the shares or $0.10 for the warrants in compliance with TSX Venture Exchange policies.

Should Grupo or Autlan exercise the conversion right after one year from the date of the advance, then the principal amount of the advance will be converted only into common shares of the Company at the Conversion Price, instead of into units consisting of one common share and one share purchase warrant. The warrants to be issued correspond to cash advances made during 2009.

In addition the Company will issue to Grupo 150,000 common shares at a deemed price of $0.25 per share for the mineral rights to the La Casita property, as originally announced on May 26, 2008.

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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