Santa Fe Metals Corp.

Santa Fe Metals Corp.

September 03, 2013 18:35 ET

Santa Fe Announces Debt Settlement

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Sept. 3, 2013) - Santa Fe Metals Corp. (TSX VENTURE:SFM) (the "Company") announces that, subject to the approval of the TSX Venture Exchange (the "Exchange"), it intends to settle outstanding indebtedness with several arm's length parties (the "Arm's Length Creditors") and certain non-arm's length parties (the "Non-Arm's Length Creditors") totalling approximately $324,035 (the "Indebtedness").

The Indebtedness will be satisfied by the issuance by the Company of: (i) in respect of the Arm's Length Creditors, 1,499,996 units of the Company (the "Units") at a deemed issue price of $0.06 per Unit; and (ii) in respect of the Non-Arm's Length Creditors, 4,680,692 common shares of the Company (the "Common Shares") at a deemed issue price of $0.05 per Common Share (collectively, the "Debt Settlement"). Each Unit will consist of one Common Share and one common share purchase warrant ("Warrants"), with each Warrant entitling the holder thereof to purchase one Common Share, at a price of $0.12 for a period of two years following the issue date of the Warrants. The Company will have the right to shorten the exercise period of the Warrants to 30 days in the event that the closing price of the Common Shares on the Exchange exceeds $0.25 for 10 consecutive days.

The Debt Settlement is not expected to result in a new Control Person (as such term is defined in the Policies of the Exchange) of the Company. Of the $324,035 of the Indebtedness, a total of $80,159 is owed to Ian Smith (the Chief Executive Officer and a Director of the Company) and $40,087.80 is owed to Andreas Consulting Ltd., a company wholly-owned by Mr. Smith. In addition, $73,700 is owed to Stuart Angus (the Chairman of the Board of Directors of the Company) and $40,087.80 is owed to Douglas R. Brett, Inc., a company wholly-owned by Douglas Brett (the Chief Financial Officer and a Director of the Company).

Mr. Smith currently has ownership and control over 1,124,279 Common Shares, representing approximately 5.66% of the total issued and outstanding Common Shares. Upon completion of the Debt Settlement, Mr. Smith will have ownership or control over 3,529,215 Common Shares, representing approximately 13.55% of the total issued and outstanding Common Shares. Mr. Smith does not intend to acquire additional securities of the Company in the near future.

This news release contains forward-looking statements, including statements relating to the Company's future plans and objectives with respect to the Indebtedness and Debt Settlement. Forward-looking statements are based on numerous assumptions and are subject to all of the risks and uncertainties inherent in the Company's business, including risks inherent in resource exploration and development. There can be no assurance that the Debt Settlement will be completed as proposed or at all.

The TSX Venture Exchange has in no way passed upon the merits of the proposed transactions and has neither approved nor disapproved the contents of this news release.

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


IAN SMITH President & CEO

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