United States securities and exchange commission logo
August 4, 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 July 20, 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.
Registration Statement on Form 10-12g filed July 20, 2021
Item 3. Properties, page 35
1. Please revise to
clarify the number of patented mining claims related to your Jim Crow
Imperial project. For
example on page 35 you reference 8 patented claims related to the
Jim Crow Imperial Mine
and on page 37 you reference seven patented claims related to
the Jim Crow mine.
2. We note your disclosure
beginning on page 49 related to the concept of qualified person
and the use of the term
certified with respect to exploration results. Please note that Item
1302(a)(1) of
Regulation S-K does not use the term certified with regard to the disclosure
requirements, though
specifies that disclosures of exploration results, mineral resources,
or mineral reserves
must be based on and accurately reflect information and supporting
documentation "prepared
by a qualified person, as defined in 229.1300."
Stephen J. Antol
FirstName LastNameStephen
Santa Fe Gold Corporation J. Antol
Comapany
August NameSanta Fe Gold Corporation
4, 2021
August
Page 2 4, 2021 Page 2
FirstName LastName
Under Item 1302(a)(1) of Regulation S-K, historical exploration work
may be disclosed in
technical reports, property disclosures, or other summaries of work,
provided that
information is based upon work prepared by a qualified person. Please
revise your
disclosures to remove the term certified as used in the context of
describing the role of a
qualified person, with respect to exploration results, and to clarify
your intentions with
respect to retaining a qualified person.
Summary Compensation Table, page 52
3. We note your response to prior comment 5. We note further that your
amended summary
compensation table reports $30,000 in compensation for Mr. Adair for
the period ended
June 30, 2020, however, the Director's Agreement in Exhibit 10.8
reports $75,000 in
compensation for this period. Please reconcile your disclosures.
Annual Financial Statements, page F-1
4. Please update your filing to include audited financial statements for
the year ended June
30, 2021 prior to the effective date and upon filing any amendment on
or after August 17,
2021 to comply with Rule 8-08(b) of Regulation S-X.
Note 16 - Summary of Gain on Debt Extinguishment, page F-23
5. We have read your response to prior comment 8 and note your
explanation for the
extinguishment of approximately $12.5 million of the $20 million of
indebtedness
outstanding on senior notes and unsecured claims that were reinstated
after the dismissal
of your bankruptcy petition in June 2016.
Please provide us with details regarding the current status of the
liabilities referenced
above and not de-recognized based on the legal opinions, including
descriptions and dates
of any settlement, exchange or payment agreements, for any amounts in
the remaining
$7.5 million of indebtedness.
6. We have read your responses to prior comments 7 and 8 and the two
legal opinions
provided, regarding your de-recognition of liabilities based on the
statute of limitations in
British Columbia, Canada. We note the opinions express different
conclusions as to
whether the circumstances would constitute a manner of defense or
would preclude a
counterparty from initiating a claim, and that neither states that a
court would grant a
declaratory judgement releasing you and your consolidated subsidiaries
from the liabilities
if presented with the legal arguments. We also note that you have not
addressed the
accounting criteria in FASB ASC 405-20-40-1(b), nor identified in your
filing the law
firms rendering the opinions. As written, the opinions do not appear
to adequately support
the accounting that you have applied.
Revise your financial statements to report the liabilities that had
been derecognized based
on these opinions. Alternatively, provide revised opinions that
address the concerns
identified above.
Stephen J. Antol
Santa Fe Gold Corporation
August 4, 2021
Page 3
Exhibits
7. Please file an executed copy of the Billali Mine, LLC and JC Imperial,
LLC Purchase
Agreement at Exhibit 10.1. In this regard, we note an executed copy of
such
agreement that was previously filed as Exhibit 10.1 to your January 7,
2019 Form 8-
K. The exhibit filed with the 8-K reflects execution by the buyer on
January 4, 2018, but
execution by the seller on January 4, 2019. Please provide an explanation
for the
discrepancy in these dates and clarify the effective date of the
agreement.
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
August 4, 2021 Page 3
cc: Peder K. Davisson
FirstName LastName