United States securities and exchange commission logo
July 11, 2022
Steven J. Antol
Chief Financial Officer
Santa Fe Gold Corporation
2325 San Pedro NE, Suite 225
Albuquerque, NM 87110
Re: Santa Fe Gold
Corporation
Registration
Statement on Form 10-12G
Filed June 14, 2022
File No. 000-20430
Dear Mr. Antol:
We have reviewed your registration statement 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 this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Form 10-12G filed June 14, 2022
Explanatory Note
A Note Concerning Certain Financial Information Contained in this
Registration Statement Filed
on Form 10, page 2
1. Please revise this
section to update your references to the periods covered by the interim
financial statements
that are included in the filing. Please also revise the table of stock
options on page F-50 as
necessary to clarify if the end-of-period amounts correspond to
March 31, 2022 or
December 31, 2021.
Steven J. Antol
Santa Fe Gold Corporation
July 11, 2022
Page 2
Item 6. Executive Compensation, page 53
2. Please update executive compensation and director compensation to reflect
data for the
last completed fiscal year ended June 30, 2022. Please refer to Item 6 of
Form 10, Item
404(n) of Regulation S-K and Question 117.05 of the Compliance and
Disclosure
Interpretations for Regulation S-K.
Notes to the Consolidated Financial Statements
Note 18 - Subsequent Events
Acquisition of Processing Mill, page F-30
3. We note your disclosure stating that "At this time there are no
agreements between
the seller and the Company as to terms and sales price of the delivered
disassembled mill
and such price is anticipated to be negotiated and determined in June
2022." However, on
page F-43 you report $175,343 in subsequently capitalized Mill site
property costs.
Please update your disclosures on pages F-43 and F-52 as necessary to
clarify whether the
uncertainty over the terms and sales price has been resolved, with the
outcome represented
in the amounts capitalized, or to provide an update on your negotiations
with the seller of
the mill if the amounts capitalized do not represent the acquisition
costs.
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.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
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. Please contact Michael Purcell, Staff
Attorney at 202-
551-5351 or Kevin Dougherty, Staff Attorney at 202-551-3271 with any other
questions.
Sincerely,
FirstName LastNameSteven J. Antol
Division of
Corporation Finance
Comapany NameSanta Fe Gold Corporation
Office of Energy &
Transportation
July 11, 2022 Page 2
cc: Peder K. Davisson
FirstName LastName