0001062993-14-003976.txt : 20140701 0001062993-14-003976.hdr.sgml : 20140701 20140701144525 ACCESSION NUMBER: 0001062993-14-003976 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20140627 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140701 DATE AS OF CHANGE: 20140701 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: 14951959 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 27, 2014

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 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

INTERIM CEO APPOINTMENT

On June 27, 2014, the Board of Directors voted to terminate Pierce Carson’s employment as President and CEO for cause, effective immediately. At the same time, the Board appointed Jakes Jordaan, Santa Fe’s Chairman, as Interim Chief Executive Officer. Mr. Jordaan will continue to serve as Chairman.

Mr. Jordaan, who has served as Chairman of Santa Fe since August 2013, has been involved in a wide array of corporate finance and strategic transactions either as a lawyer, investment banker or chief executive officer. Since 2000, Mr. Jordaan has been engaged in the private practice of corporate finance and securities law as a member of The Jordaan Law Firm, PLLC, Dallas, Texas, a law firm specializing in corporate finance, securities and complex business litigation. Since 2010, Mr. Jordaan served as a Managing Director of Stonegate Securities, Inc., a full-service investment banking boutique dedicated to serving the specialized needs of small-cap public companies. Mr. Jordaan is the past Chairman of the Securities Section of the Dallas Bar Association and is a member of the Texas Bar Association. Mr. Jordaan holds a FINRA Series 79 Investment Banking Representative license. Mr. Jordaan holds a BA degree (Economics) from Southern Methodist University, a BBA degree from the SMU Cox School of Business and a Juris Doctor degree from the SMU School of Law, where he served as an Editor of the law review.

There are no arrangements or understandings between Mr. Jordaan and any other persons pursuant to which he was elected as an officer. Mr. Jordaan is a member of The Jordaan Law Firm, PLLC, which firm provides legal services to the Company. Except as described herein, Mr. Jordaan has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Mr. Jordaan does not have a family relationship with any member of the Board or any executive officer of the Company.

INTERIM CEO EMPLOYMENT ARRANGEMENTS

Mr. Jordaan has agreed to serve without compensation as Interim Chief Executive Officer for a period of forty-five days.

Item 9.01

Financial Statements, Pro Forma Financial Information and Exhibits.

(d) Exhibits

The following exhibits are filed herewith:

Exhibit  
Number                                                                                  Description
99.1 Press Release dated June 27, 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: June 27, 2014 /s/ Jakes Jordaan
  Jakes Jordaan
  Chief Executive Officer

3


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

1128 Pennsylvania NE, Suite 200, Albuquerque, New Mexico 87110 | Tel: 505-255-4852|www.santafegoldcorp.com

SANTA FE GOLD TERMINATES PIERCE CARSON AS PRESIDENT & CEO;
NAMES JAKES JORDAAN AS INTERIM CEO

ALBUQUERQUE, New Mexico – June 27, 2014 – Santa Fe Gold Corporation (OTCBB: SFEG) today announced its Board of Directors voted to terminate Pierce Carson’s employment as President and CEO for cause, effective immediately. At the same time, the Board appointed Jakes Jordaan, Santa Fe’s Chairman, as Interim Chief Executive Officer.

"Our priority is now to expeditiously complete a strategic transaction that will provide not only the necessary capital; but also, add an experienced management and operational team, who can leverage our company's assets and profitably operate our Summit mine. I am confident that my transition role as Interim CEO will be short-lived and that I will be replaced by a proven operational team to lead Santa Fe," said Mr. Jordaan.

ABOUT JAKES JORDAAN

Mr. Jordaan, who has served as Chairman of Santa Fe since August 2013, has been involved in a wide array of corporate finance and strategic transactions either as a lawyer, investment banker or chief executive officer. Since 2000, Mr. Jordaan has been engaged in the private practice of corporate finance and securities law as a member of The Jordaan Law Firm, PLLC, Dallas, Texas, a law firm specializing in corporate finance, securities and complex business litigation. Since 2010, Mr. Jordaan served as a Managing Director of Stonegate Securities, Inc., a full-service investment banking boutique dedicated to serving the specialized needs of small-cap public companies. Mr. Jordaan is the past Chairman of the Securities Section of the Dallas Bar Association and is a member of the Texas Bar Association. Mr. Jordaan holds a FINRA Series 79 Investment Banking Representative license. Mr. Jordaan holds a BA degree (Economics) from Southern Methodist University, a BBA degree from the SMU Cox School of Business and a Juris Doctor degree from the SMU School of Law, where he served as an Editor of the law review.

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.

1


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.

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

CONTACT:

Frank Mueller, Interim Chief Financial Officer
(505) 255-4852

2


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