San Marco Announces Warrant Exercise Incentive Program

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Sept. 15, 2015) - San Marco Resources Inc. (TSX VENTURE:SMN) is pleased to announce the adoption of an incentive program to encourage the early exercise of its outstanding share purchase warrants.

The outstanding warrants, issued under non-brokered private placements, entitle the purchase of common shares of San Marco as follows:

• 14,166,000 shares at $0.05 per share until January 28, 2016, then $0.10 per share until January 28, 2017 and then at $0.15 until January 28, 2018; and
  
  
• 1,600,000 shares at $0.50 per share until April 24, 2017 (subject to TSX Venture Exchange approval, San Marco intends to also amend the terms of such warrants to match the 14,166,000 warrants).
  
  

To encourage the early exercise of the outstanding warrants, San Marco proposes to amend their terms such that each holder who exercises an outstanding warrant before Friday, October 16, 2015 shall be entitled to receive an additional non-transferable share purchase warrant entitling the holder to acquire one common share at an exercise price of $0.05 until October 16, 2018. The common shares issuable upon the exercise of the additional warrants will be subject to a four month restricted resale period. The proceeds from the early exercise of the outstanding warrants will be used for continued exploration of San Marco's Cuatro de Mayo Project in Sonora State, Mexico and general working capital purposes.

If a holder does not exercise the outstanding warrants before October 16, 2015 (or only partially exercises them), the outstanding warrants (or the portion not exercised) shall continue to be exercisable to purchase only common shares of San Marco on their original terms.

Directors of San Marco own an aggregate 3,239,500 outstanding warrants. Their participation in the incentive program and issuance of the additional warrants constitutes a "related party transaction" as defined in Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). However, the warrant incentive program is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as San Marco's common shares are listed on the TSX Venture Exchange and, in respect of the minority shareholder approval requirement, neither the fair market value of the additional warrants nor the consideration to be received for the additional warrants exceeds 25% of San Marco's market capitalization.

The incentive program is subject to approval by the TSX Venture Exchange.

About San Marco:

San Marco Resources Inc. is a Canadian mineral exploration company with a portfolio of three promising projects in mining-friendly Mexico, including the Cuatro de Mayo Project in Sonora State on which San Marco is currently active (www.sanmarcocorp.com).

San Marco maintains a strategic project generation program focused on high-calibre, low-cost acquisition opportunities in the Cuatro de Mayo District. San Marco has a committed management team with extensive experience in Mexico and a proven track record of building shareholder value.

This news release contains "forward-looking information" and "forward-looking statements" (together, the "forward-looking statements"), which are not historical facts are forward-looking statements that involve risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Factors that could cause such differences, without limiting the generality of the following, include: risks inherent in exploration activities; volatility and sensitivity to market prices; volatility and sensitivity to capital market fluctuations; the impact of exploration competition; the ability to raise funds through private or public equity financings; imprecision in resource and reserve estimates; environmental and safety risks including increased regulatory burdens; unexpected geological or hydrological conditions; changes in government regulations and policies, including trade laws and policies; failure to obtain necessary permits and approvals from government authorities; weather and other natural phenomena; and other exploration, development, operating, financial market and regulatory risks. These forward-looking statements are made as of the date of this news release. San Marco Resources Inc. disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Neither the TSX Venture Exchange nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this release.