United States securities and exchange commission logo
June 10, 2021
Stephen J. Antol
Chief Financial Officer
Santa Fe Gold Corporation
3544 Rio Grande Boulevard, N.W.
Albuquerque, NM 87107
Re: Santa Fe Gold
Corporation
Registration
Statement on Form 10-12g
Filed May 14, 2021
File No. 000-20430
Dear Mr. Antol:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response and any amendment you may file in
response to these
comments, we may have additional comments.
Form 10-12g filed May 14, 2021
Business
Company Subsidiaries, Operations and Properties
Mineral Acquisitions, LLC, page 6
1. We note your disclosure
of the arrangement to acquire certain mining claims and
associated rights and
interests in New Mexico. You explain that you have agreed to pay
$2,500,000 for the
Billali Mine and $7,500,000 for the Jim Crow Imperial Mine, although
you also explain that
as of the date of filing your registration statement, you have paid just
$675,000 on the $10
million obligation and are in default on payments aggregating
$50,000.
You state that "Title
and all rights and interest in the properties will be conveyed under the
agreements upon
completion of the payments of the purchase prices of the properties." We
Stephen J. Antol
FirstName LastNameStephen
Santa Fe Gold Corporation J. Antol
Comapany
June NameSanta Fe Gold Corporation
10, 2021
June 10,
Page 2 2021 Page 2
FirstName LastName
also see that you have disclosure on page F-38 indicating you have
subsequently
determined that the agreement is a lease. Given the foregoing, we
understand that you
have not obtained ownership of the properties.
Please expand your disclosures about these properties under this
heading and elsewhere in
the filing to clarify the status of your interests and to discuss the
implications of being in
default on your payment obligations. For example, discuss the rights
of the seller to cancel
the agreements and to retain the amounts you have paid, and any
provisions governing the
timeframe under which you may be entitled to cure events of default.
Item 3. Properties, page 34
2. We note that you present mineral property disclosures based on
Industry Guide 7. Please
note that you will need to include the mineral property disclosures
that are required under
Items 1300 to 1305 of Regulation S-K if your filing is not effective
prior to July 1, 2021.
Please refer to the Answer to Question 155.03 of our Compliance and
Disclosure
Interpretations (C&DIs) for Regulation S-K, if you require further
clarification or
guidance regarding compliance dates. This C&DI may be viewed on our
website at the
following address:
https://www.sec.gov/divisions/corpfin/guidance/regs-kinterp.htm.
3. Please revise the first sentence of the second paragraph on page 34 to
more clearly express
the number of unpatented claims, without the various references to
patented claims, which
are described separately in the first paragraph. Please also revise
disclosures throughout
your filing as necessary to resolve inconsistencies concerning the
number of claims on
your properties. For example, on page 34 you state that you have eight
patented claims
related to the Jim Crow Imperial Mine, while on page 35 you reference
seven patented
claims for this mine. Additionally, on page 34 you state that you have
eighty-nine
unpatented claims for the Alhambra property, while on pages 42 and 43
you list eighty-
two unpatented claims for this property. Please also expand your
disclosures as necessary
to include the total acreage for each property.
Certain Relationships and Related Transactions, page 48
4. We note your disclosure that since July 2019, Nataliia Mueller, wife
of Mr. Mueller, has
been paid an annual wage of $60,000 as an assistant to the CFO. Please
confirm if Mrs.
Mueller continues in the role of assistant to the CFO and at that same
wage now that your
CFO is Mr. Antol.
Summary Compensation Table, page 48
5. Please revise your tabular information to include Mr. Adair's
compensation for the period
ended June 30, 2020 as recited in the Director's Agreement in Exhibit
10.8. Refer to Item
402(r)(2) of Regulation S-K.
FInancial Statements and Exhibits, page 53
Stephen J. Antol
FirstName LastNameStephen
Santa Fe Gold Corporation J. Antol
Comapany
June NameSanta Fe Gold Corporation
10, 2021
June 10,
Page 3 2021 Page 3
FirstName LastName
6. Please file all of the exhibits required to comply with Item
601(b)(10) of Regulation S-K.
For example, it appears that you should file the August 2017 Stock
Purchase Agreement
covering your acquisition of Bullard s Peak Corporation and the
related patented and
unpatented claims in the Black Hawk district of New Mexico, under
which you have
granted a 2% net smelter return in perpetuity on all patented and
unpatented claims, as
mentioned on page 5.
Annual Financial Statements
Note 16 - Summary of Gain on Debt Extinguishment, page F-22
7. We understand from your disclosures under this heading and the
corresponding details in
Notes 6 and 7 that you derecognized liabilities amounting to
$12,507,540 during your
2019 fiscal year based on the opinion of legal counsel that you have
no outstanding
obligation under two "finance facilities" due to a statute of
limitations in British
Columbia, Canada. Please expand your disclosure to identify legal
counsel rendering the
opinion and to clarify the scope of the opinion.
For example, indicate if in rendering the opinion, legal counsel
expresses a view
about whether the circumstances, with regard to the statute of
limitations, constitute a
"judicial release" from liability, as would ordinarily be required to
support derecognition
pursuant to FASB ASC 405-20-40-1(b), and whether British Columbia is
the only
jurisdiction governing enforceability of the agreements. If the
opinion does not address the
criteria utilized in the accounting guidance or exclusive
jurisdiction, tell us how you
propose to support the accounting that you have applied in removing
the liabilities from
your financial reports.
Please submit the legal opinion as supplemental material for our
review, along with the
agreements covered by the opinion as referenced on pages F-14 and
F-15, i.e. the Bridge
Loan Agreement with Tyhee Gold Corp., Gold Stream Agreement with
Sandstorm, and
Commodity Supply Agreement.
8. We note your disclosure under Risk Factors on page 17 explaining that
$20 million of
indebtedness outstanding on senior notes and unsecured claims were
reinstated after the
dismissal of your bankruptcy petition in June 2016 because you did not
provide a plan of
reorganization.
However, you explain that a significant portion of these liabilities
were subsequently
written off because they "became time barred from collection by virtue
of the 2-year
limitation period imposed by statute of limitations for the Provence
of British
Columbia...," based on a legal opinion that you received.
Tell us the total amount of liabilities that you have written off
based on this rationale, and
for those that are incremental to the amounts listed in Note 16 on
page F-22, provide us
with details including descriptions and dates of the agreements, and
the amounts and
Stephen J. Antol
Santa Fe Gold Corporation
June 10, 2021
Page 4
periods reflecting your recognition of gains.
Please also clarify whether the same legal counsel rendered the legal
opinions for all
such liabilities derecognized.
Interim Financial Statements, page F-26
9. Please revise your filing to include updated interim financial statements
and related
disclosures through March 31, 2021 to comply with Rule 8-08 of Regulation
S-X.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Mark Wojciechowski, Staff Accountant, at (202) 551-3759
or Karl
Hiller, Accounting Branch Chief, at (202) 551-3686 if you have questions
regarding comments
on the financial statements and related matters. For questions regarding
engineering comments,
you may contact John Coleman, Mining Engineer, at (202) 551-3610. Please
contact Liz
Packebusch, Staff Attorney, at (202) 551-8749 or Kevin Dougherty, Staff
Attorney, at (202) 551-
3271 with any other questions.
Sincerely,
FirstName LastNameStephen J. Antol
Division of
Corporation Finance
Comapany NameSanta Fe Gold Corporation
Office of Energy &
Transportation
June 10, 2021 Page 4
cc: Peder K. Davisson
FirstName LastName