Santa Fe Metals Corp.

Santa Fe Metals Corp.

February 06, 2013 09:00 ET

Santa Fe Metals Announces Private Placement and Corporate Updates

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Feb. 6, 2013) - Santa Fe Metals Corp. (the "Company") (TSX VENTURE:SFM) announces that it intends to privately place (the "Private Placement") 8,340,000 units of the Company ("Units") at a subscription price of $0.06 per Unit for gross proceeds of $500,400. Each Unit will consist of one post-Share Consolidation (as described below) common share of the Company (the "Post-Consolidation Shares") and one common share purchase warrant of the Company ("Warrants"). Each Warrant will entitle the holder thereof to purchase one Post-Consolidation Share ("Warrant Shares") at a price of $0.12 at any time prior to 5:00 p.m. (Vancouver time) on the date that is two years from the closing date of the Private Placement. 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 Post-Consolidation Shares on the TSX Venture Exchange (the "Exchange") exceeds $0.25 for 10 consecutive trading days.

In addition, the Company intends to privately place (the "FT Private Placement", and together with the Private Placement, the "Private Placements") 3,340,000 "flow through" Post-Consolidation Shares of the Company (the "FT Shares") at a subscription price of $0.06 per FT Share for gross proceeds of $200,400.

The Private Placements will take the form of an issuance of subscription receipts, which will be converted into Units and FT Shares, respectively, only after the Share Consolidation is completed.

Securities issued pursuant to the Private Placements will be subject to a hold period in accordance with the provisions of the Securities Act (British Columbia).


At the Company's Annual General and Special Meeting held on December 20, 2012, the Company's shareholders approved a resolution authorizing a consolidation of the Company's share capital on a 20:1 basis, and authorizing the Company's Board of Directors (the "Board") to vary the terms of the share consolidation as they deemed to be in the best interests of the Company. The Board has since determined that it is in the Company's best interests to consolidate its share capital on a 5:1 basis (the "Share Consolidation") (instead of on a 20:1 basis), and will take steps to implement the Share Consolidation accordingly. Completion of the Share Consolidation is subject to the acceptance of the Exchange.


In a news release dated October 29, 2012, the Company announced that it has entered into a letter of intent ("LOI") with Gold Plata Mining International Corporation to purchase 100% of the outstanding shares of La Muriel Mining Corporation ("La Muriel"), a wholly-owned subsidiary of Gold Plata. La Muriel, through its wholly-owned Colombian subsidiary, La Muriel Mining Corporation succursal Colombia, owns nine mineral concessions located in northwest Colombia known as the Murindo Project. One of the requirements of the LOI was to enter into a definitive purchase agreement by November 30, 2012. This deadline has now been extended to February 28, 2013.

The Company is in process of updating the NI43-101 Technical Report on the Murindo Project and expects to complete this mid-February and to file it on SEDAR and the Company's website by month's end.


Santa Fe intends to enter into a definitive option agreement to earn a 100% interest in the Preston property, located near the historic Myra Falls zinc-copper-lead-silver-gold mine (Nyrstar NV). Myra Falls is one of the largest producing volcanogenic massive sulphide deposits in Western Canada, having begun operation in 1966. It is located on the west side of Vancouver Island, approximately 40 km northwest of the town of Gold River.


The Company has been advised that the Mexico Mines Department has issued a Temporary Occupancy Permit in respect of a portion of its El Granizo concessions in Coahuila State, Mexico. The Company is considering its options for the El Granizo and other concessions comprising its Cuatro Ciénegas property.

This news release contains forward-looking statements, including statements relating to the Company's future plans and objectives with respect to the Private Placement, FT Private Placement, Share Consolidation, LOI and various of its properties. 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 Private Placement, FT Private Placement, Share Consolidation or the transactions contemplated by the LOI 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.


IAN SMITH, President & CEO

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.

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