| 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)November 7, 2012 |
| |
| |
| 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.) |
| 1128 Pennsylvania NE, Suite 200 |
| 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 (seeGeneral 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 November 5, 2012, Santa Fe Gold Corporation (the “Company”) received cash proceeds totaling approximately $4.0 million from International Goldfields Limited (“IGS”) in fulfillment of an important condition of the Heads of Agreement dated October 8, 2012 between the Company and IGS. The funds were advanced by way of two secured convertible notes that will be forgiven upon completion of the proposed merger. The merger is anticipated to close during the first quarter of 2013, subject to regulatory and required consents and approvals.
Copies of the press release, Security Agreement, and Convertible Notes 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:
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: November 7, 2012 | /s/ W. Pierce Carson |
| | W. Pierce Carson |
| | Chief Executive Officer |
