VANCOUVER, BRITISH COLUMBIA--(Marketwire - Oct. 29, 2012) - Santa Fe Metals Corp. (the "Company") (TSX VENTURE:SFM) is pleased to announce that it has signed a letter of intent dated October 29, 2012 (the "LOI") with Gold Plata Mining International Corporation ("Gold Plata"), a company incorporated under the laws of Panama. The LOI sets forth the terms upon which the Company proposes to purchase from Gold Plata (the "Proposed Transaction") 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 (the "Murindo Project").
The Murindo Project
The Murindo Project is a porphyry copper-gold-molybdenum system in northwest Colombia. Also referred to as the Mandé Norte mining project, the Murindo Project is made up of nine separate mining concessions, granted in February, 2005, for the exploration and exploitation of copper, gold, molybdenum and other exploitable minerals. The concessions cover an area of approximately 160 km2, between the Murindó Municipality, Department of Antioquia, and the Carmen del Darien Municipality, Department of Chocó. The Murindo Project is subject to an agreement between La Muriel and Rio Tinto Mining and Exploration Ltd. ("Rio Tinto") and to a royalty to Phelps Dodge Exploration Corporation, which are described below.
The Murindo Project is accessible by helicopter from Mutata, 50 km to the northeast. There is currently no road access to the Project. The restrictions on access and the historic political instability in the region have meant that only minimal exploration has occurred in the past, though recent efforts of the Colombian government to bring stability to the region are succeeding.
Work by Cyprus Amax in the late nineties suggests that the Murindo Project may host one or several significant porphyry copper-gold deposits within an area of some 10km by 4km. Chalcopyrite and molybdenum vein stockwork mineralization is exposed in fault scarps in argillically (quartz-sericite-pyrite) altered quartz feldspar porphyry intrusive rocks in the western Andean mineralized belt. Historical sampling of stream sediments, soils and rocks, along with limited geological mapping and geophysics resulted in extensive anomalous copper, gold and molybdenum assay values with some rock samples assaying as high as 2.4% copper, 2.5 grams/tonne gold and 10 to 700 ppm molybdenum. In the 1,400m by 800m La Rica region the copper content in soils ranged from 20,000ppm (2% copper) to 700ppm. Overall chip and channel sampling done by Cyprus AMAX returned average values of 0.94% copper and 0.39 grams/tonne gold. These results were contained in a report dated April 12, 2001 "Mandé Norte (Murindo Prospect, Choco and Antioquia Departments, Colombia" (the "Historic Report"). The Historic Report was prepared under National Instrument 43-101 - Standards of Disclosure for Mineral Properties and may be relevant to investors. The Company has not undertaken any work to verify the Historic Report, a qualified person has not done sufficient work to classify the historical estimate as current mineral resources or mineral reserves, and the Company is not treating the results disclosed in the Historic report as current mineral resources or mineral reserves.
Ian Smith, CEO states that "Murindo may be one of the only known porphyry systems in the world that remains untested. We believe that materially reduced political tension in the area will enable us to push forward with a full evaluation of this exciting, as yet undrilled prospect."
The LOI contemplates that the Company and Gold Plata will work towards the completion of a definitive agreement (the "Purchase Agreement") in respect of the Proposed Transaction by November 30, 2012. Under the proposed terms of the Purchase Agreement, the Company will: (i) purchase from Gold Plata 100% of the outstanding shares of La Muriel in exchange for a cash payment by the Company of US$1.5 million to Gold Plata; and (ii) issue to Gold Plata such number of common shares of the Company as would constitute 30% of the outstanding common shares of the Company upon closing of the Proposed Transaction (the "Closing"), after taking into account the Initial Financing, Major Financing and Share Consolidation (all as defined below).
In connection with the completion of the Proposed Transaction, the Company and Gold Plata plan to execute an ancillary rights agreement (the "Ancillary Rights Agreement"), which is expected to contain provisions regarding pre-emptive rights, broad distribution obligations, and standstill and voting arrangements. The Ancillary Rights Agreement is also expected to provide for certain governance arrangements for so long as Gold Plata holds at least 15% of the equity capital of the Company, including the right of Gold Plata to nominate two directors to the Company's board of directors.
In conjunction with the Proposed Transaction, the Company proposes to undertake: (i) a private placement financing for gross proceeds of at least $400,000 (the "Initial Financing"); and (ii) a private placement financing for gross proceeds of $10 million (the "Major Financing"). Both the Initial Financing and the Major Financing will involve the issuance of common shares of the Company and may also include the issuance of warrants to acquire common shares of the Company. If the Company issues warrants as part of the Initial Financing or the Major Financing, then Gold Plata will receive, for no additional consideration, warrants on the same terms and conditions as the warrants issued in the Initial Financing or the Major Financing, as the case may be, so that, after such issuance, Gold Plata will hold 30% of any such warrants. On Closing, Gold Plata will also receive such number of warrants as is equal to 30% of the number of warrants currently outstanding (the "Existing Warrants"), exercisable on the same terms as the Existing Warrants.
It is expected that the Initial Financing will involve the issuance of 16,000,000 common shares of the Company at a price of $0.025 per share, on a pre-Share Consolidation (as defined below) basis, which is expected to represent 800,000 common shares of the Company at a price of $0.50 per share, on a post-Share Consolidation (as defined below) basis, for gross proceeds of $400,000. The Initial Financing will take the form of an issuance of subscription receipts, which subscription receipts will be converted into common shares only after the Share Consolidation is completed. The Company also anticipates that the conversion subscription receipts issued in the Initial Financing into common shares will be qualified by a prospectus. The subscription receipts will have a 4-month hold period under applicable securities laws, but it is anticipated that the underlying common shares will be free-trading. The Company intends to use the net proceeds of the Initial Financing to fund expenses in relation to the Proposed Transaction, and for general corporate purposes. Details with respect to the Major Financing will be announced by the Company once the terms have been established.
Conditions required to complete the Proposed Transaction include: (i) approval by the TSX Venture Exchange (the "Exchange") of the Proposed Transaction, the Initial Financing and the Major Financing; (ii) approval of the Proposed Transaction by the requisite majority of the Company's shareholders at a meeting of the Company's shareholders (the "Meeting"); (iii) completion of the Initial Financing; (iv) completion of the Major Financing; (v) delivery by Gold Plata to the Company of a satisfactory title opinion in respect of the Murindo Project, and satisfactory corporate opinions in respect of La Muriel and La Muriel Mining Corporation succursal Colombia; and (vi) delivery to the Company of a technical report in respect of the Murindo Project which complies with National Instrument 43-101 - Standards of Disclosure for Mineral Properties.
The Proposed Transaction does not involve any Non-Arm's Length Parties (as defined in the policies of the Exchange) to the Company.
In connection with the Proposed Transaction, the Company also intends to complete a share consolidation of its outstanding common shares on a 20:1 basis (the "Share Consolidation"). The Share Consolidation will require the approval of at least 66 2/3% of the Company's shareholders at the Meeting.
Existing Agreements at Murindo
Pursuant to an agreement with La Muriel, Rio Tinto paid US$3.83 million in respect to the Murindo Project as part of an option to acquire a 70% interest in the Project. The agreement now requires La Muriel, as soon as practicable, to complete a pre-feasibility study or undertake exploration and development programs towards such, at a cost of US$20 million. A maximum of US$3 million relating to costs associated with local, community, and government relations can be applied against this US$20 million threshold. For a period commencing on November 19, 2010 and expiring 60 days following completion of such expenditures (or completion of pre-feasibility study if earlier), Rio Tinto has the option to acquire a seventy percent (70%) interest in the Murindo Project on payment to La Muriel of US$60 million in cash. La Muriel may elect to require Rio Tinto to increase its interest to eighty percent (80%) by requiring Rio Tinto to fund the next US$15 million in project costs, and it may further elect to require Rio Tinto to acquire the remaining 20% interest for US$20 million in cash. If Rio Tinto does not exercise its option to acquire a 70% interest, it will retain a 1.7% net smelter royalty in the Murindo Project in consideration for the US$3.83 million it has previously paid in respect of the Murindo Project.
If Rio Tinto exercises its option, the parties will enter into a formal joint venture agreement (the "JVA") on the Murindo Project, on terms which have been agreed. As part of the JVA, if La Muriel or Rio Tinto fall below a 10% participating interest in the Project, they will be deemed to have withdrawn from the JVA. The remaining party to the JVA will acquire the shares of the withdrawing party in consideration for a 1.7% net smelter return royalty on the Murindo Project.
The Murindo Project is also subject to a 1% net smelter returns royalty pursuant to an agreement between La Muriel and Phelps Dodge Exploration Corporation, which can be purchased for US$1 million.
The Preston Property
Santa Fe holds an option to earn 100% of the Preston property, located near the historic Myra Falls zinc-copper-lead-silver-gold mine (Nyrstar NV). Myra Falls is the largest producing volcanogenic massive sulphide ("VMS") deposit in Western Canada which began operation in 1966. It is located on the west side of Vancouver Island, approximately 40 km northwest of the town of Gold River. The property can be accessed by numerous logging roads. Active logging continues to develop access and improve exposures at higher elevations. Further high grade mineralization was discovered following landslides in late 2011, including 2m intersections of up to near pure chalcopyrite that were found associated with skarn style mineralization. The outcropping section of the high grade lens measures at least 10 metres long with mineralization open downwards beneath loose gravel and upwards along strike. In addition, metasomatised rocks with up to 20% sulphides were discovered in several locations on the property. The sulphide mineralization is enriched but not confined to limestone host rock in proximity to granodioritic intrusive rocks. The geology of the property is dominated by 1,800 hectares of limestone within the Mesozoic, granodioritic Island plutonic suite (Geological Survey of Canada) although little detailed mapping has been completed to date.
About Gold Plata
Gold Plata is part of a consortium which controls a number of significant mineral projects in Colombia and elsewhere in South America. The principals, George and Michel Juilland, are both graduates of the Colorado School of Mines.
The technical information in this news release relating to the Murindo Project and the Preston Property has been prepared in accordance with the Canadian regulatory requirements set out in National Instrument 43-101 and reviewed by Ian Smith (FAusIMM-CP), a qualified person under National Instrument 43-101. The Historic Report, including a discussion of sample results and a description of procedures used in the sampling program, is available on SEDAR under the profile of Sunward Resources Ltd. (filed April 18, 2011).
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and, if applicable pursuant to Exchange requirements, shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction, the Initial Financing, the Major Financing or the Share Consolidation will be completed as proposed, or at all. Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction, the Initial Financing, Major Financing or the Share Consolidation may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.
This news release contains forward-looking statements, including statements relating to the Company's future plans and objectives with respect to the Proposed Transaction, the Initial Financing, the Major Financing, the Share Consolidation and the exploration and development of the Murindo Project. 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 Proposed Transaction, the Initial Financing, the Major Financing or the Share Consolidation will be completed as proposed or at all, or that economic resources will be discovered or developed at the Murindo Project.
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.