0001062993-13-003326.txt : 20130705 0001062993-13-003326.hdr.sgml : 20130704 20130705121945 ACCESSION NUMBER: 0001062993-13-003326 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20130628 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130705 DATE AS OF CHANGE: 20130705 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Santa Fe Gold CORP CENTRAL INDEX KEY: 0000851726 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 841094315 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12974 FILM NUMBER: 13955277 BUSINESS ADDRESS: STREET 1: 7239 NORTH EL MIRAGE ROAD CITY: GLENDALE STATE: AZ ZIP: 85307 BUSINESS PHONE: 623-935-0774 MAIL ADDRESS: STREET 1: 7239 NORTH EL MIRAGE ROAD CITY: GLENDALE STATE: AZ ZIP: 85307 FORMER COMPANY: FORMER CONFORMED NAME: AZCO MINING INC DATE OF NAME CHANGE: 19940322 8-K 1 form8k.htm FORM 8-K Santa Fe Gold Corporation: Form 8-K - Filed by newsfilecorp.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported) June 28, 2013

Santa Fe Gold Corporation
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

0-20430 84-1094315
(Commission File Number) (IRS Employer Identification No.)

6100 Uptown Blvd NE, Suite 600
Albuquerque, NM 87110
(Address of Principal Executive Offices)(Zip Code)

Registrant's Telephone Number, Including Area Code (505) 255-4852

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

( ) Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

( ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a -12)

( ) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

( ) Pre-commencement communications pursuant to Rule 13e-49(c) under the Exchange Act (17 CFR 240.13e -4(c))


Item 1.01. Entry into a Material Definitive Agreement

On June 28, 2013, Santa Fe Gold Corporation (the “Company”) entered into an agreement with International Goldfields Ltd (“IGS”), whereby the Company will receive an additional A$2.0 million by way of a secured convertible note, increasing IGS’ investment into the Company to A$6.0 million. The A$2.0 million convertible note bears interest at a rate of 10% per annum, has a maturity date of October 31, 2015 and is secured by the Company’s contractual rights in the Mogollon property. The note is repayable in cash or in the Company’s stock, at IGS’ election, upon refinancing of the Company’s loan from its major creditor, Waterton Global Value L.P. (“Waterton”).

In addition, the Company and IGS have agreed that in connection with any Singapore related financing, the previous IGS convertible notes totaling A$4.0 million will be converted into shares of a newly-created affiliated Singapore entity, with terms no less favorable to IGS than the securities that may be issued in such financing.

In connection with obtaining a consent and waiver from Waterton, the Company has agreed to partially pay down its outstanding debt to Waterton by assignment of approximately $1.2 million of account receivable proceeds from prior precious metals sales.

Copies of the press release, Convertible Note, IGS Letter Agreement and Waterton Waiver of Default are furnished as Exhibits 99.1, 99.2 , 99.3 and 99.4, respectively, to this Current Report on Form 8-K and are incorporated herein.

Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits

The following exhibits are filed herewith:

Exhibit  
Number                                                                                            Description
   
99.1 Press Release dated July 1, 2013 announcing A$2.0 Million Convertible Note from IGS.
   
99.2 Santa Fe Gold Corporation Secured Convertible Note dated June 28, 2013
   
99.3 Santa Fe Gold Corporation – International Goldfields Ltd Letter Agreement dated June 28, 2013
   
99.4 Waterton Global Value L.P. Waiver of Default dated June 30, 2013

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized.

 

SANTA FE GOLD CORPORATION

 

                                           (Registrant)

 

 

Date: July 3, 2013

             /s/ W. Pierce Carson

 

             W. Pierce Carson

 

             Chief Executive Officer


EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 Santa Fe Gold Corporation: Exhibit 99.1 - Filed by newsfilecorp.com

6100 Uptown Blvd NE, Suite 600, Albuquerque, New Mexico 87110 | Tel: 505-255-4852 | www.santafegoldcorp.com

Santa Fe Gold to Receive Additional A$2.0 Million Capital Injection from International Goldfields and Explores Singapore Listing

ALBUQUERQUE, New Mexico – July 1, 2013 – Santa Fe Gold Corporation (OTCBB: SFEG) today announced it will receive an additional A$2.0 million from International Goldfields Limited (ASX: IGS), by way of a secured convertible note, increasing IGS’ investment in Santa Fe to A$6.0 million. The funds will be used for working capital in support of improvement to mining operations.

In conjunction with the IGS financing, Santa Fe is exploring a listing on the Singapore Catalist Stock Exchange (SGX-ST). Pierce Carson, CEO of Santa Fe said, “With the assistance of IGS and our Singapore-based financial advisor, we have formulated a clear strategy to improve our balance sheet, bring the Summit gold-silver mine into full project performance, refinance our senior secured debt and enhance Santa Fe’s trading market for our stockholders.”

The $A2.0 million convertible note bears interest at a rate of 10% per annum, has a maturity date of October 31, 2015 and is secured by Santa Fe’s contractual rights in the Mogollon property. The note is repayable in cash or Santa Fe stock, at IGS’ election, upon refinancing of Santa Fe’s loan from its major creditor, Waterton Global Value L.P. (“Waterton”). In addition, Santa Fe and IGS have agreed that in connection with any Singapore related financing, the previous IGS convertible notes totaling A$4.0 million will be converted into shares of a newly-created affiliated Singapore entity, with terms no less favourable to IGS than the securities that may be issued in such financing.

In connection with obtaining a consent and waiver from Waterton, Santa Fe has agreed to partially pay down its outstanding debt to Waterton by assignment of approximately $1.5 million of account receivable proceeds from prior precious metals sales.

Copies of the IGS convertible note, letter agreement with IGS and Waterton waiver of default are included as Exhibits to Santa Fe’s Current Report on Form 8-K, which it will file promptly with the SEC and will be available at www.sec.gov.

About Santa Fe Gold
Santa Fe Gold is a U.S.-based mining enterprise with producing mining operations in Lordsburg, New Mexico, and exploration and development projects in southwestern New Mexico, north-central New Mexico and Arizona. Santa Fe controls: (i) the Summit mine and Lordsburg mill in southwestern New Mexico, which began commercial production in 2012; (ii) a substantial land position near the Lordsburg mill, comprising the core of the Lordsburg Mining District; (iii) the Mogollon gold-silver project, within trucking distance of the Lordsburg mill; (iv) the Ortiz gold property in north-central New Mexico; (v) the Black Canyon mica deposit near Phoenix, Arizona; and (vi) a deposit of micaceous iron oxide (MIO) in western Arizona. Santa Fe Gold intends to build a portfolio of high-quality, diversified mineral assets with an emphasis on precious metals.


To learn more about Santa Fe Gold, visit www.santafegoldcorp.com.

Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable US securities legislation. All statements, other than statements of historical fact, included herein are forward-looking statements. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or are those, which, by their nature, refer to future events. The Company cautions investors that any forward-looking statements by the Company are not guarantees of future results or performance, and that actual results may differ materially from those in forward looking statements as a result of various factors, including, but not limited to, variations in the nature, quality and quantity of any mineral deposits that may be located, variations in the market price of any mineral products the Company may produce or plan to produce, the Company's inability to obtain any necessary permits, consents or authorizations required for its activities, the Company's inability to produce minerals from its properties successfully or profitably, to continue its projected growth, to raise the necessary capital or to be fully able to implement its business strategies, and other risks and uncertainties disclosed in the Company’s Annual Report on Form 10-K for the year ended June 30, 2012 and its most recent quarterly reports filed with the United States Securities and Exchange Commission (the “SEC”), and other information released by the Company and filed with the appropriate regulatory agencies. All of the Company's US public disclosure filings may be accessed via www.sec.gov and readers are urged to review these materials.

Contact:
Santa Fe Gold Corp
Pierce Carson, President and Chief Executive Officer
(505) 255-4852


EX-99.2 3 exhibit99-2.htm EXHIBIT 99.2 Santa Fe Gold Corporation: Exhibit 99.2 - Filed by newsfilecorp.com

SANTA FE GOLD CORPORATION
SECURED CONVERTIBLE NOTE

A$2,000,000.00 JUNE 28, 2013

     For Value Received, the undersigned, Santa Fe Gold Corporation, a Delaware corporation ("BORROWER"), under the terms of this Secured Convertible Note ("NOTE") hereby unconditionally promises to pay to the order of International Goldfields Limited, an Australian company ("CREDITOR"), by wire transfer to such account as Creditor shall provide notice of to Borrower or by check, in lawful money of the United States of America and in immediately available funds, the principal amount borrowed and outstanding hereunder at any time not to exceed $2,000,000.00 (the "COMMITMENT") and such interest as will have accrued and been outstanding, both payable in the manner set forth below. Borrower may repay any amounts borrowed hereunder without penalty or premium from the date hereof through to the first to occur of:

October 31, 2015 (the "MATURITY DATE"); or

completion of refinancing by the Borrower of the Borrower’s current financing arrangement with Waterton Global (the “REFINANCING DATE”).

Repayment Terms/Conversion. Interest on each advance shall be due and payable quarterly in arrears on the last day of each calendar quarter. All outstanding principal and accrued interest shall be fully due and payable on the first to occur of the Maturity Date or the Refinancing Date, subject to the right of the Creditor to accelerate after the occurrence and continuance of an Event of Default as defined in Section 4 of this Note. Principal and accrued interest shall be paid by wire transfer or by check. At the Creditor's option, on the first to occur of the Refinancing Date or the Maturity Date, or upon acceleration, the Creditor may choose to have all or any part of the outstanding principal and accrued interest repaid in shares of Common Stock of the Borrower at a conversion rate equal to, the VWAP for the twenty trading days immediately preceding the date of conversion. "VWAP" shall mean the daily volume weighted average sales price (based on a trading day from 9:30 a.m. to 4:00 p.m. eastern time) of the Borrower on the Exchange (as defined below) as reported by Bloomberg Financial LP using the AQR function. The term “EXCHANGE”shall refer to the OTC Bulletin Board, according to which stock exchange the Issuer maintains its primary listing. In the event that Creditor chooses to convert outstanding principal and accrued interest into Common Stock of the Borrower, Creditor shall give written notice to the Borrower of such anticipated conversion no less than fifteen (15) business days prior to the date of conversion.

Interest. Simple interest shall accrue on the outstanding principal amount hereof from the date funds are advanced until payment in full is received by Creditor, which interest shall be equal to 10.0% per annum.

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Secured Note. The full amount of this Note is secured by the collateral identified and described as security therefor in the Security Agreement dated October 8, 2012 between Borrower and Creditor (the “SECURITY AGREEMENT”).

Default.

4.1 Events of Default. The following events are "Events of Default" hereunder:

Default shall be made by the Borrower in the payment of principal of or any interest on the Note after ten (10) days' written notice from the Creditor following the date when the same is due and payable; or

Default shall be made in the due performance or observance of any other material covenant, agreement or provision herein, or in the Security Agreement, to be performed or observed by the Borrower, and such default or breach shall have continued for a period of thirty (30) days after written notice thereof to the Borrower from the Creditor; or

The Borrower shall be involved in financial difficulties as evidenced:

by the Borrower filing a petition in bankruptcy or for reorganization or for the adoption of an arrangement under the United States Bankruptcy Code (as now or in the future amended, the "Bankruptcy Code") or an admission seeking the relief therein provided;

by the Borrower making a general assignment for the benefit of its creditors;

by the Borrower consenting to the appointment of a receiver or trustee for all or a substantial part of the property of the Borrower or approving as filed in good faith a petition filed against the Borrower under said Bankruptcy Code (in both cases without the consent of the Borrower);

the commencement of a proceeding or case, without the application or consent of the Borrower, in any court of competent jurisdiction, seeking (i) its liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of its debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of the Borrower or of all or any substantial part of its assets, or (iii) similar relief in respect of the Borrower under any law relating to bankruptcy, insolvency, reorganization, winding-up or composition or adjustment of debts, and such proceeding or case set forth in (i), (ii), or (iii) above continues undismissed or uncontroverted, or an order, judgement or decree approving or ordering any of the foregoing being entered and continuing unstayed and in effect, for a period of sixty (60) days; or

2


by the Borrower admitting in writing its inability to pay its debts as such debts become due; or

Borrower shall be terminated, dissolved or liquidated (as a matter of law or otherwise) or proceedings shall be commenced by the Borrower or by any person seeking the termination, dissolution or liquidation of the Borrower.

Acceleration. If any one or more Events of Default described in Section 4.1 shall occur and be continuing, then the applicable Creditor may, at such Creditor's option and by written notice to the Borrower, declare the unpaid balance of the Note owing to Creditor to be forthwith due and payable and thereupon such balance shall become so due and payable without presentation, protest or further demand or notice of intent to accelerate or other notice of any kind, all of which are hereby expressly waived by the Borrower.

Waiver. Except as provided for herein, Borrower waives presentment, notice of dishonor, protest or notice of protest and nonpayment, notice of costs, expenses or losses and interest thereon and diligence in taking any action to collect any sums owing under this Note or in any proceeding against any of the rights or interests in or to the properties or assets securing payment of this Note.

Governing Law. This Note shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, excluding conflict of laws principles that would cause the application of laws of any other jurisdiction.

Successors. The provisions of this Note shall inure to the benefit of and be binding on any successor or Creditor. This Note cannot be assigned by any party hereto.

Facilitation payment. The Borrower will pay the Creditor a fixed fee of US$300,000 of Common Stock of the Borrower, to be priced at a 10 day VWAP (as defined above) prior to the first to occur of the Maturity Date, the Refinancing Date or the date that the principal and all accrued interest is repaid to the Creditor in full.

In Witness Whereof, the undersigned has caused this Note to be executed and delivered by its duly authorized officer on the date first set forth above.

SANTA FE GOLD CORPORATION

By: /s/ W. Pierce Carson 
      W. Pierce Carson
      President & CEO

3


EX-99.3 4 exhibit99-3.htm EXHIBIT 99.3 Santa Fe Gold Corporation: Exhibit 99.3 - Filed by newsfilecorp.com

Santa Fe Gold Corporation
6100 Uptown Blvd NE, Suite 600, Albuquerque, NM 87110
(505) 255-4852

28 June 2013

International Goldfields Limited
20 Oxford Close
Leederville, WA, 6007

Dear Sir:

     Reference is made to those three certain Secured Convertible Notes dated October 24, 2012, October 31, 2012 and June 28, 2013, respectively, with initial principal amounts of A$2,000,000.00 each (collectively totaling A$6,000,000.00, the “Notes”), executed by Santa Fe Gold Corporation (“SFEG”) in favour of International Goldfields Limited (“IGS”).

     We confirm that SFEG is pursuing a proposed listing on the Catalist of the SGX-ST (“Catalist”). In order to facilitate the proposed flotation, SFEG will be undertaking a series of restructuring exercises that will eventually transfer all operating subsidiaries and related assets and liabilities of SFEG to a special purpose vehicle incorporated in Singapore namely, Santa Fe Gold Limited (“SFG”), which will eventually be the listed company for the purpose of the proposed flotation, and delist SFEG from OTCBB (“Restructuring Exercise”). In connection with the Restructuring Exercise, SFEG is seeking pre-IPO financing (the “Pre-IPO Financing”).

     SFEG and IGS hereby agree that, in connection with the Restructuring Exercise, the Notes may, at the election of IGS, be repaid partly in cash or may be exchanged in part or whole for securities in SFG with terms no less favourable to IGS than the securities issued in the Pre-IPO Financing.

  Yours truly,
   
  Santa Fe Gold Corporation
   
   
  /s/ W. Pierce Carson
  W. Pierce Carson
  President and Chief Executive Officer

ACCEPTED AND AGREED

International Goldfields Limited

/s/ Travis Schwertfeger
Travis Schwertfeger
Managing Director


EX-99.4 5 exhibit99-4.htm EXHIBIT 99.4 Santa Fe Gold Corporation: Exhibit 99.4 - Filed by newsfilecorp.com

June 30, 2013

W. Pierce Carson

Santa Fe Gold (Barbados) Corporation 6100 Uptown Blvd., N.E., Suite 600 Albuquerque, New Mexico 87110

WAIVER OF DEFAULT LETTER

Re: Senior Secured Gold Stream Credit Agreement dated December 23, 2011 (as amended, modified, supplemented, extended or restated from time to time, the “Credit Agreement”) entered into by and among Santa Fe Gold (Barbados) Corporation (the “Borrower”), Santa Fe Gold Corporation (“Santa Fe”), Lordsburg Mining Company (“Lordsburg”), Azco Mica Inc. (“Azco”) and Waterton Global Value, L.P. (the “Lender” and collectively with the Borrower, Santa Fe, Lordsburg and Azco, the “parties”).

Dear Mr. Carson:

Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to each such term in the Credit Agreement.

DEFAULT AND WAIVER

In contravention of section 4.1 of the Credit Agreement, the Borrower failed to deliver to the Lender the Monthly Repayment Ounces for the February 28, 2013, March 31, 2013, April 30, 2013, May 31, 2013 and June 30, 2013 Repayment Dates and related Interest Payment Amounts for the May 31, 2013 and June 30, 2013 Interest Payment Dates (collectively, the “Non-Payment”). The Non-Payment constitutes an Event of Default pursuant to subsection 10.1 (a) of the Credit Agreement.

The Lender hereby agrees to waive (the “Waiver”) the Defaults and Events of Default that currently exists and may exist or arise as a direct result of the Non-Payment subject to the representations, warranties, covenants and conditions set forth in this Waiver (collectively, the “Conditions”) being satisfied, fulfilled or otherwise met to the full satisfaction of the Lender.

THE CONDITIONS

As good and valuable consideration to the provision by the Lender of this Waiver, Santa Fe hereby agrees, represents, warrants and covenants to irrevocably sell, convey, assign and transfer to the Lender on the date hereof, all of its rights, title and interest in the accounts receivable set forth in Schedule “A” hereto (the “Receivables”).

1


Santa Fe further represents, warrants and covenants to the Lender, acknowledging and confirming that the Lender is relying on the information herein provided by Santa Fe without independent or further inquiry:

  (a)

that Santa Fe is the legal and beneficial owner of the Receivables;

    
  (b)

that except as granted in favour of the Lender under the Credit Documents, there are no mortgages, charges, liens, security interests, trusts or other encumbrances, tracing or equitable rights which currently affect or may in the future affect the Receivables;

    
  (c)

that the Receivables are an existing, enforceable and undisputed obligation of each applicable counterparty of Santa Fe and no such counterparty has any right of set-off or counterclaim that may reduce, affect or extinguish the amount of the Receivables or adversely affect the collection thereof;

    
  (d)

that no reservation of title in favour of any third party applies to or exists for any of the goods sold or supplied by Santa Fe and to which the Receivables relate; and

    
  (e)

that the information provided by Santa Fe to the Lender with respect to the Receivables, including but not limited to the information set forth hereto in Schedule “A”, is accurate and correct in all respects.

The Lender hereby reserves the right to revoke this Waiver at any time and from time to time and note the Credit Parties in Default of the Credit Agreement if, without limitation, (a) the Conditions are not met to the Lender’s full satisfaction; or (b) any representations or warranties made or deemed to be made by Santa Fe in this Waiver shall prove to have been incorrect in any material respect when made or deemed to be made. For the avoidance of doubt, the termination or revocation of this Waiver will in no manner affect, modify or revoke the sale, conveyance, assignment and transfer to the Lender by the Credit Parties of the Receivables and the Lender shall continue to hold, following the date of any termination of this Waiver, good, legal and valid title thereto.

MISCELLANEOUS

The Waiver as expressly set forth herein is (a) of limited application only, waiving the Defaults and Events of Default resulting exclusively from the Non-Payment; and (b) without prejudice to any rights the Lender may have under the Credit Agreement and each of the other Credit Documents.

The Lender may terminate the Waiver at any time. Upon the termination of the Waiver, the Lender may immediately exercise any of the rights, remedies, claims and actions available to it under the Credit Agreement, each of the other Credit Documents, Applicable Law and equity.

Except as expressly set forth herein, (a) no failure on the part of the Lender to exercise, and no delay in exercising, any right under the Credit Agreement or any of the other Credit Documents, shall operate as a waiver of such right; and (b) the Credit Agreement and each of the other Credit Documents shall continue in full force and effect, unamended.

This letter and all other Instruments and documents executed and delivered in connection herewith shall be a Credit Document for the purposes of the Credit Agreement.

This letter shall be binding upon each of the parties to this letter and each of their authorized and respective successors and assigns.

2


Each of the Credit Parties shall, at their own expense, execute, acknowledge and deliver to the Lender such other and further documents and Instruments and do or cause to be done such other acts as the Lender reasonably determines to be necessary or desirable to effect the intent of the parties to this Waiver (including but not limited to the irrevocable transfer to the Lender of the Receivables) or otherwise to protect and preserve the interests of the Lender hereunder and under the Credit Documents, promptly upon request of the Lender.

This letter shall be construed in accordance with, and governed by, the laws of the Province of Ontario and the federal laws of Canada applicable therein and shall be treated in all respects as an Ontario contract. The parties hereby irrevocably attorn to the non-exclusive jurisdiction of the Courts of the Province of Ontario in the city of Toronto. Each party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this letter in any Court of the Province of Ontario. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, any forum nonconveniens defence to the maintenance of such action or proceeding in any such court.

THE CREDIT PARTIES SHALL NOT DISSIPATE, DIVERT, CONVERT OR
FRAUDULENTLY TRANSFER THE COLLATERAL OR TAKE ANY OTHER ACTION
CONCERNING THE COLLATERAL WITHOUT THE PRIOR WRITTEN CONSENT OF THE
LENDER.

This letter may be executed in counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute a single document. Delivery of an executed signature page to this letter by facsimile transmission (including email) shall be as effective as delivery of a manually signed counterpart of this letter.

If the above terms are satisfactory to you, please so indicate by signing and returning a signed copy of this letter to us at your earliest convenience.

Yours Truly,

/s/ D. A. Ryan

WATERTON GLOBAL VALUE, L.P.,
BY ITS INVESTMENT MANAGER,
ALTITUDE MANAGEMENT LIMITED

3


WE ACKNOWLEDGE AND ACCEPT THE TERMS AND CONDITIONS OF THIS WAIVER OF DEFAULT LETTER ON JUNE 30, 2013 WHICH ACCEPTANCE IS EFFECTIVE AS OF THE DATE FIRST ABOVE WRITTEN.

SANTA FE GOLD CORPORATION

Per: /s/ W. Pierce Carson
Name: W. Pierce Carson
Title: President

I have authority to bind the Corporation.

SANTA FE GOLD (BARBADOS) CORPORATION

Per: /s/ W. Pierce Carson
Name: W. Pierce Carson
Title: President

I have authority to bind the Corporation.

LORDBURG MINING COMPANY

Per: /s/ W. Pierce Carson
Name: W. Pierce Carson
Title: President

I have authority to bind the Corporation.

AZCO MICA INC.

Per: /s/ W. Pierce Carson
Name: W. Pierce Carson
Title: President

I have authority to bind the Corporation.

4


SCHEDULE “A”

RECEIVABLES

                  Aggregate Amount  
Relevant Agreement &                 to be Received  
 Counterparty Details:     Provisional Payment     Final Payment     from Counterparty  
 Customer   Invoice #     Amount     Date     Amount     Date        
Aurubis   1165     N/A     N/A   $  95,249.33     07/15/13   $  95,249.33  
LS Nikko   1169     N/A     N/A   $  68,481.88     07/15/13   $  68,481.88  
Asarco   1173     N/A     N/A   $  12,163.47     07/15/13   $  12,163.47  
Asarco   1176     N/A     N/A   $  (32,629.22 )   07/15/13   $  (32,629.22 )
Aurubis   1178     N/A     N/A   $  64,726.55     08/10/13   $  64,726.55  
Asarco   1179     N/A     N/A   $  8,208.86     07/15/13   $  8,208.86  
Freeport   1180     N/A     N/A   $  176,850.71     07/15/13   $  176,850.71  
LS Nikko   1181     N/A     N/A   $  16,923.40     08/10/13   $  16,923.40  
Asarco   1182   $  37,320.71     07/15/13   $  4,146.75     08/10/13   $  41,467.46  
Freeport   1183     N/A     N/A   $  109,370.89     08/15/13   $  109,370.89  
Aurubis   1184   $  249,235.36     09/10/13   $  62,308.83     10/15/13   $  311,544.19  
Freeport   1185     N/A     N/A   $  183,895.42     09/15/13   $  183,895.42  
Asarco   1186   $  97,884.05     08/10/13   $  39,236.54     09/10/13   $  137,120.59  
Total                               $  1,193,373.53  

NOTE:

Invoices are still subject to final assay exchange and price settlement.

5


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