San Marco Resources Plans Share Consolidation and Financing and Reduces Property Holdings in Order to Focus on Cuatro de Mayo - Seite 2

Financing

Subsequent to the proposed share consolidation being implemented, San Marco intends to raise new capital through a non-brokered private placement of up to 6,700,000 units at a post-consolidation price of $0.075 per unit, for gross proceeds of up to $502,500. Each unit will consist of one post-consolidation common share (a "Share") and one non-transferable share purchase warrant (a "Warrant"). Each Warrant will entitle the holder to purchase one additional Share for a period of three years at $0.075 in the first year, $0.125 in the second year and $0.175 in the third year.

The Company may accelerate the Warrant expiry date if the closing market price of the Shares (after the expiry of the hold period) on the TSX Venture Exchange for a period of 15 consecutive trading days is $0.22 or greater in the first year of the Warrant, $0.27 or greater in the second year of the Warrant or $0.32 or greater in the third year of the Warrant (in all cases, an "Acceleration Triggering Event"), by issuing a news release and giving written notice of acceleration ("Notice of Acceleration") to the Warrant holders within five trading days of the Acceleration Triggering Event. The new Warrant expiry date shall be 20 trading days after the date of the Notice of Acceleration.

Finders' fees may be paid on a portion of the placement, consisting of a cash fee equal to 7% of the proceeds from units sold to investors introduced by finders (at the finder's option, the fee may be satisfied with units at $0.075 each) and non-transferable share purchase warrants equal to 10% of the units sold to such investors. The finders' fee warrants will have the same terms as the Warrants.

Certain insiders of San Marco intend to participate in the proposed private placement, and San Marco may, if warranted, increase the size of the placement. The Shares, and any Shares issued on the exercise of the Warrants and finders' fee warrants, will be subject to a four month restricted resale period.

Focus on Cuatro de Mayo and Reduction in Property Holdings

As a result of San Marco's early success at the Cuatro de Mayo project, the property area's known propensity for mineralization, the low opportunity-cost of the existing Cuatro de Mayo option, and the property's location in the vicinity of several operating gold mines, San Marco's management and Board of Directors strongly believe that a focus on the Cuatro de Mayo District going forward is not only warranted, it provides the best opportunity for increasing shareholder value.