VANCOUVER, BRITISH COLUMBIA--(Marketwired - Oct. 6, 2015) - San Marco Resources Inc. (TSX VENTURE:SMN) is pleased to announce that the TSX Venture Exchange has approved its warrant exercise incentive program respecting warrants issued under two non-brokered private placements completed in 2014 and 2015. The Exchange also approved the amendment of the warrants issued in the 2014 placement so that their terms now match the terms of the warrants issued in the 2015 placement.
Under the warrant exercise incentive program and following the amendment of the warrants issued in 2014, there are 14,567,500 outstanding warrants which entitle the purchase of common shares of San Marco at $0.05 per share until January 28, 2016, then at $0.10 per share until January 28, 2017 and then at $0.15 until January 28, 2018. To encourage the early exercise of these warrants, San Marco has amended their terms such that each holder who exercises an outstanding warrant before Friday, October 16, 2015 shall 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. Warrants to purchase 1,198,500 shares issued as finder's fees are not part of the program.
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 at $0.05 per share until January 28, 2016, then at $0.10 per share until January 28, 2017 and then at $0.15 until January 28, 2018.
Directors of San Marco own an aggregate 3,239,500 outstanding warrants subject to the program. Any common shares issued to them upon the exercise of additional warrants they may acquire will be subject to a four month restricted resale period. Shares issued to other warrant holders under additional warrants issued to them will not be subject to such restricted resale period.
The participation in the incentive program by, and issuance of the additional warrants to, such directors constitutes a "related party transaction" under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). However, the warrant exercise 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.
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.