8-K

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) March 20, 2014

SANTA FE GOLD CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-12974	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):

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

( x ) 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 March 20, 2014, the Company terminated the previously announced definitive merger agreement with Tyhee Gold Corp. (TSX Venture: TDC) (“TYHEE”).

The merger agreement provides that in the event that Tyhee fails to consummate a qualified financing of at least $20 million on or before March 15, 2014, then Santa Fe may elect to terminate the merger Agreement. Because Tyhee failed to timely consummate a qualified financing, Santa Fe’s Independent Special Committee determined that it is in the best interest of Santa Fe and its stockholders to terminate the merger agreement. As such, Santa Fe provided Tyhee with notice of its election to terminate the merger agreement.

The merger agreement provides that Tyhee shall promptly pay to Santa Fe a “break fee” of $300,000 if Santa Fe terminates the merger agreement because Tyhee failed to timely consummate a qualified financing. Santa Fe has requested prompt payment of the break fee.

Santa Fe intends to resume discussions with certain private equity funds that have previously expressed an interest in pursuing a transaction with Santa Fe. Additionally, Santa Fe is interviewing several investment banks to engage as Santa Fe’s financial advisor.

Exhibit
Number	Description
99.1	Press Release dated March 21, 2014

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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: March 21, 2014	/s/ W. Pierce Carson
	W. Pierce Carson
	Chief Executive Officer

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EX-99.1

 

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

SANTA FE GOLD TERMINATES TYHEE MERGER AGREEMENT

ALBUQUERQUE, New Mexico – March 21, 2014 – Santa Fe Gold Corporation (OTCBB: SFEG) today announced its termination of the previously announced definitive merger agreement with Tyhee Gold Corp. (TSX Venture: TDC) (“TYHEE”).

The merger agreement provides that in the event that Tyhee fails to consummate a qualified financing of at least $20 million on or before March 15, 2014, then Santa Fe may elect to terminate the merger Agreement. Because Tyhee failed to timely consummate a qualified financing, Santa Fe’s Independent Special Committee has determined that it is in the best interest of Santa Fe and its stockholders to terminate the merger agreement. As such, Santa Fe has provided Tyhee with notice of its election to terminate the merger agreement.

The merger agreement provides that Tyhee shall promptly pay to Santa Fe a “break fee” of $300,000 if Santa Fe terminates the merger agreement because Tyhee failed to timely consummate a qualified financing. Santa Fe has requested prompt payment of the break fee.

Santa Fe intends to resume discussions with certain private equity funds that have previously expressed an interest in pursuing a transaction with Santa Fe. Additionally, Santa Fe is interviewing several investment banks to engage as Santa Fe’s financial advisor.

ABOUT SANTA FE GOLD

Santa Fe Gold is a U.S.-based mining and exploration enterprise focused on acquiring and developing gold, silver, copper and industrial mineral properties. Santa Fe controls: (i) the Summit mine and Lordsburg mill in southwestern New Mexico; (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.

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, 2013 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.

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

CONTACT:

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

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