We are aan exploration stage mining company engaged, in the business of acquiring and developing metal and mineral properties that may contain recoverable gold and/or silver deposits.  Although management is optimistic about its plans for developing certain such properties, to date, minimal mining activities have commenced  silver deposits. Our general business strategy is to acquire and develop mining properties positioned for low-cost production. We were originally incorporated in the State of Delaware on August 8, 1991 under the name Azco Mining, Inc. and on August 21, 2007, we changed our name to Santa Fe Gold Corporation by filing a Certificate of Amendment with the Delaware Secretary of State.  

As an exploration mining company, we are engaged in the business of acquiring and developing mines and mining properties as well as securing production from existing and developed mining and mineral properties.  Currently we own certain mining leases and other mineral rights, however none of them contain any proven or probable reserves, as defined in Regulation S-K 1300; and they are all currently considered “exploratory” in nature. Currently we have three projects, each of which management has determined is “material” based on the costs to secure the rights associated with them, as required by Regulation S-K 1304, these are: our Alhambra Property, the Jim Crow Imperial Mine and the Billali Mine, each of which are exploratory in nature and is described more fully in the properties section of this report.

Although management is optimistic about its plans for developing certain such properties, to date, minimal mining activities have commenced at the Jim Crow Imperial Mine and the Billali Mine sites and there can be no assurance that they will or that if they do commence, that the Company’s mining activities will be profitable.

After the dismissal from bankruptcy in June 2016, we had no assets and approximately $20 million of indebtedness was reinstated.

 The properties we currently own were acquired subsequent to our dismissal from bankruptcy proceedings. We are inwill be required to raise the process of raising capital that is required, in part, to begincontinue to development of our current mining properties, construct a mill operation for processing our head ore and to help meet our continuing working capital requirements. There can be no assurances that we will be successful in raising the capital necessary to implement our business plan or if we are successful, that there may not be additional or superseding demands on our capital resources. Although the Company has been successful in meeting its capital requirements in the past, since emerging from Bankruptcy and management iscontinues to be optimistic about being able to secure needed funding, any failure to do so or any unforeseen expenses or other demands on the Company’s capital could result in the need to curtail or cease operation, resulting in losses to investors.

We are an exploration company that owns certain mining leases and other mineral rights. None of our propertiesExploration Stage Company

We are considered an exploration stage company, as defined in S-K 1300. The Company has not demonstrated the existence of mineral reserves at any of our properties. Under Regulation S-K 1300, the SEC defines a “mineral reserve” as “an estimate of tonnage and grade or quality of indicated and measured mineral resources that, in the opinion of the qualified person, can be the basis of an economically viable project.” To have mineral resources, there must be reasonable prospects for economic extraction. Per the SEC, “probable mineral reserves” are the economically mineable part of an indicated and, in some cases, a measured mineral resource and “proven mineral reserves” can only result from measured mineral resources. Mineral reserves cannot be considered proven or probable unless and until they are supported by a preliminary feasibility study or feasibility study, indicating that the mineral reserves have had the requisite geologic, technical and economic work performed and are economically and legally extractable. We have not completed a preliminary feasibility study or feasibility study with regard to any of our properties to date. We do not anticipate leaving exploration stage company for the foreseeable future. Under S-K we will not exit the exploration stage until such time, if ever, that we demonstrate the existence of proven or probable mineral reserves that meet the guidelines under S-K 1300. When we begin extracting material from our properties, we will remain an exploration company under S-K 1300 guidelines.

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Company Organizational Chart

Overview of Current Events

Our Business

As a mining company in the exploration stage, we are engaged in the business of acquiring mineral properties that may contain recoverable mineral deposits, (we are currently targeting gold and/or silver deposits) with a view to develop them and, if there are mineral resources identified or mineral reserves, to actively mine them.  Although management is optimistic about its prospects for favorable exploration results on the properties in which it has acquired interests, to date no mineral reserves have been determined. There are however minimal mining activities that have commenced and we have conducted limited extraction activity. Nevertheless, there can be no assurance it will continue or, that if it does, that any of the mining activities will be profitable, with or without mineral reserves.  

Management’s continuing efforts were successfully rewarded as the Company secured, what management believes will ultimately be, promising mining leases and other mineral rights. The properties we now own are exploratory in nature and consist of certain mining leases and other mineral rights. As stated, they were acquired subsequent to our dismissal from bankruptcy proceedings and, although management is optimistic, none of them contain any proven and probable reserves. underWe SEC Industry Guide 7, and all of our activities on all of our properties are exploratory in nature.

Company Organizational Chart

Overview of Recent Developments

Old New Mexico Properties Acquisitions

In August 2017, the Company acquired the Malone Mine claims, Playa Hidalgo Placer claims. On October 23, 2017, the Pinos Altos claims were purchased for an aggregate of $500. These mining claims are located in Grant County and Hidalgo County, New Mexico. 

Alhambra Acquisition

Pursuant to a stock purchase agreement dated August 2017, the Company acquired all the capital stock of Bullard’s Peak Corporation and the related patented unpatented claims in the Black Hawk district of New Mexico from Black Hawk Consolidated Mines Company for a purchase price of $3,115,365.  The Company granted the seller a 2% net smelter return in perpetuity on all patented and unpatented claims.  The net smelter return is the greater of (i) all monies the Company receives forare in the process of raising the capital required, in part (i) to begin further exploration activities of or from any and all ore removed from the property comprising the mining claims whether for exploration, mining operations or any other reasonthese current mining properties, and (ii) theto fair market value of removed ore from the property comprising the mining claims.  

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Based upon the Company’s reviewhelp meet our working capital requirements. There can be no assurances that we will be successful in raising the capital necessary to implement our business plan or that, if we are successful in raising such capital, that there may not be additional or superseding demands on our capital resources. Although the Company has of FASB’s Business Combinations (Topic 805) Update amendmentbeen successful in meeting its capital requirements in the past, and the acquisition and outside independent documentation for this acquisition, it does not meet the requirements of acquiring a business or a business combination. All assets acquired are concentrated in a single identifiable asset, Land. The Company relies on Sections 805-10-55-5, 805-10-55-5A and 805-10-55-5B that identify the acquisition is not considered a business or business combination.

There weresince emerging from Bankruptcy, management continues to be optimistic about its ability to continue securing the funding needed to execute on its business plan, any failure to do so or any unforeseen expenses or no mining operations being conducted on the property on the date of acquisition.  Basedother demands on the Company’s analysis and understanding of documents obtained from outside sources and the sellers’ representations, no mining operations have been conducted on the property for the last five years.  This is based on records from the New Mexico Department of Mines reflecting that they have no records of mining or exploration permits having ever been issued to any entity called Bullard’s Peak Corporation. A review of filed corporate tax returns also reflects no operational activities. To further assist the Company to determine if it acquired a business or a business combination, it looked to Accounting Standards Update 2017-01 Business Combinations (Topic 805).

Based upon the Company’s review of FASB’s Business Combinations (Topic 805) Update amendment and the acquisition and outside independent documentation for this acquisition, it does not meet the requirements of acquiring a business or a business combination. All assets acquired are concentrated in a single identifiable asset, Land. The Company relies on Sections 805-10-55-5, 805-10-55-5A and 805-10-55-5B that identify the acquisition is not considered a business or business combination.

To date, there have been no mining or exploration activities at this mine site. With limited information, the Company has done an initial economic feasibility study and will need to complete future exploration activity on the property prior to developing a proper mining plan for the site. The Company currently considers the location as an exploration property with required geological work yet to be performed.

British Columbia Properties

On November 30, 2017, the Company entered into substantially identical agreements with Fortune Graphite, Inc. and Worldwide Graphite Producers, Ltd. to acquire a total of four placer claims for aggregate consideration of Can$400,000 and the issuance of 10,000,000 shares of Company common stock.  Title to these claims remains in trust with the sellers until payment in full. To date, the Company has paid Can$260,000.  The Company owes the sellers Can$140,000 and 10,000,000 shares of Company common stock. Based upon our subsequent scrutiny and analysis of the transaction, the Company in February 2019 initiated an arbitration proceeding against the seller to void and rescind the purchase of these British Columbia properties. In addition to voiding and rescinding the transaction, the Company is seeking additional remedies.  The Company cannot predict the outcome of this arbitration, and there is no assurance that the Company will not losecapital could result in the need to curtail or cease some or all of the Company’s operations, resulting in losses to investors.

In October 2021, we exercised the purchase option for $164,335 on the mill property in Duncan, Arizona, and the transaction closed on November 9, 2021.

The Company is currently in the process of acquiring a mill operation for its head ore to be located on its property in Duncan, Arizona. The seller of the mill has disassembled the mill in Kellogg, Idaho and relocated the mill to the Duncan, Arizona site. Currently all associated costs of the mill and its relocation are being accumulated and finalized by the seller. 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 late fall 2022, when the necessary funding will be raised by the Company for the acquisition of the mill equipment and its construction. At the time of filing this Form 10-K, negotiations for the purchase of the disassembled mill with the seller have not taken place and will be finalized upon the Company raising the adequate funding for the acquisition and determination if the seller or the Company will be responsible for its interest in these claims, or owe sellerconstruction at the remaining outstanding amounts. In connection with this arbitration, the Company’s legal position is to void the transaction and, due to the uncertainty of the outcome, has provided an impairment of the amount at June 30, 2019, in the amount of $210,116. mill site.  

Agreement forOur Status Twoas New Mexico Mining Propertiesan Exchange Act Registrant and Trading in our Common Stock

The Company formed a wholly-owned subsidiary, Minerals Acquisitions, LLC,’s common stock has been quoted on OTC Markets (PINK) most recently under the trading symbol “SFEG.” However, in July 2020 it received notice that entered into an Agreement with a mining operator in January 2019 to purchase two properties in western New Mexico, known ason June 25, 2020, the Billali MineU.S. Securities and the Jim Crow Imperial MineExchange Commission (the “Billali AgreementSEC” and theor “Jim Crow Agreement.”) The purchase price for all rights and interests to be conveyed is $2,500,000 for the Billali Mine and $7,500,000 for the Jim Crow Imperial Mine, each documented as separate definitive agreements, with aggregate consideration for both definitive agreements payable as follows pursuant to the third amendment to the aforementioned agreements dated effective May 1, 2020:

*$500,000 paid to date as of the filing date; 

*buyer to pay $50,000 monthly commencing   July 1, 2020 and continuing for the next subsequent 19 months; 

*commencing 30 days after the last payment above, and continuing for the for an additional 48 subsequent payments, buyer to make each 30 days  a payment in the amount of  $175,000; 

* after the final payment above and 30 days thereafter, the buyer will make the final payment of $100,000 completing the purchase. 

*each payment made hereunder will be allocated twenty-five per cent (25%) to the Billali and seventy-five percent (75%) to the Jim Crow, Imperial. 

The Agreement has a 5% net smelter return (NSR) royalty on the nine patented Lode Claims up $650,000, and a 3% NSR royalty thereafter.

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. The Company has the right to cancel the Agreement at any time.Commission”)

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Minerals Acquisitions, LLC was transferredissued an order suspending trading under Section 12(k) of the Jim Crow mine permit on August 20, 2019, fromSecurities Exchange Act of 1934, as amended (the “Exchange Act.”). Thereafter, the selling party. The Company leases water rights forCommission commenced administrative proceedings to de-register the Company’s common stock under Section 12(j) of the Exchange Act. Issuers of securities registered pursuant to Section 12 of the Exchange Act are required under Section 13(a) of the Exchange Act and the rules promulgated thereunder to file current and accurate information in periodic reports with the Commission. Specifically, Exchange Act Rule 13a-1 requires issuers to file annual reports, and Exchange Act Rule 13a-13 requires domestic issuers to file quarterly reports. The Company’s inability to prepare and file the mine site. The Companyrequired quarterly and annual reports began initial site mining preparations at the Jim Crow mine during the last calendar quarter of 2019with the misappropriation of funds and anticipates the first shipment of processed mineralized ore in the third calendar quarter of 2020by its former CEO; this had a direct impact on its financial statements as originally filed. This not only resulted in the need to our smelter. There canamend and restate the be no assurance of continued shipments of our processed mineralized ore until the Company enters into2017 annual report and related quarterly reports that had been filed with the Commission on Form 10-K and on Forms 10-Q, but since a restatement necessarily has a material effect on all future reports, the Company was not in a long-term contract with the smelter, upon acceptanceposition to confidently restate its financial statements until it was able to fully and accurately define the scope of: (a) the issue created by Mr. Laws and (b) the subsequent actions taken against Mr. Laws by the Company and other unrelated parties. Compounding the issue, the Company’s auditor declined to continue auditing the Company’s financial statements, management believes, due to its potential liability and the conflicts that could result from any of the Law’s proceedings. Thereafter, the Company had difficulty engaging a qualified replacement audit firm, in part because of the perception of risk associated with the required restatements of its financial statements.

Ultimately, while the underlying circumstances that gave rise to the Company’s delinquent filings were, in part, caused by an individual who was dismissed upon discovery of our mineralized ore.

Due to Covid-19 the smelter and all laboratories are on a very slow pace. We sent a sample to a laboratory, designated by our potential smelter, was taking four to six weeks to provide an analysis of the ore sample submitted.  Upon receipt of successful laboratory results, the smelter will discuss an initial contract forhis misappropriation of funds, the difficulty in finding a replacement audit firm was an additional factor that was beyond the control of management that contributed substantially to delays in our filings. Although we have since filed the Annual Reports that were delinquent, one of which required restating our financials and all but three of the Quarterly Reports that were delinquent have since been filed, the Commission’s standard position has been that, once de-registration proceedings are commenced for failure to comply with Exchange Act Section 13(a) and Rules 13a-1 and 13a-13 thereunder, it will not then grant a right to cure or comply. Thus, when the Commission then commenced administrative proceedings under Section 12(j), the Registrant’s only options were to defend the matter in litigation or to settle it and agree with the Commission’s order for de-registration of securities registered under Section 12(j) of the Exchange Act. Therefore, given: (a) the protracted nature of litigation in general, and (b) the high expense associated with defending an adversary proceeding with our material.

There werethe Commission and (c) nothe mining operations being conducted on the property onlow probability of a successful outcome, compared with the fact that: (x) a settlement with the SEC would allow the Company to re-file a registration statement as soon as it was drafted, (y) the Company had already completed one of the required audits, was in a position to complete the other, and was in a position to file a Registration Statement on Form 10-12G, and (z) Form 10-12G Registration Statements are automatically effective 60 days from the date of purchase.  Based onfiling (unless the Company’s analysis and understanding of annual filed reports filedCommission objects, which is rarely done, although it is now common to receive comments by the sellers, noCommission that mining operations have been conducted on the propertiesthen must be addressed). After considering the forgoing, the Company determined that it was in the last four or five years.  A review of the tax returns forbest interest of its shareholders to settle and consent to the calendar years ended 2016-2018 support this position. The Company has inquired with the New Mexico Mining and Minerals Division to obtain the last few years of filings on Form 7, Annual Report Metal and Mill Concentrate Operations. The current reports obtained from the Division, reflect no mining operations have occurred in the years 2014 to 2018. Accordingly, (i) there were no revenue-producing activities and (ii) in connection with the acquisition, no employee base was associated with the acquisition, no market distribution system was associated with the acquisition, no sales force or customer base was associated with the acquisition, and no production techniques or actual production was associated with the acquisition of the properties. The Company believes that the physical facilities need various improvements prior to beginning mining operations.

To further assist the Company to determine if it acquired a business or a business combination, it looked to Accounting Standards Update 2017-01 Business Combinations (Topic 805). Based upon the Company’s review of the purchase agreement that provides for only the purchase of patented and unpatented mining claims as detailed in the agreement. Ownership transfers of these claims are not to transferred until the full amount specified in the agreement is paid in full. The Company has reviewed the tax returns of the sellers for their calendar tax years 2016-2018, which indicate no operations have occurred in those years. Based upon the Company’s review of FASB’s Business Combinations (Topic 805) Update amendment and the review of the acquisition documentation, this acquisition does not meet the requirements of acquiring a business. All assets to be acquired are concentrated in a single identifiable asset or group of similar identifiable assets, patented mining leases, as descripted in the Agreement. The Company relies on Sections 805-10-55-5, 805-10-55A and 805-10-55-5B that identify the acquisition is not considered a business or a business combination.

The Company considers this propertyde-registration of its common stock and to file a Registration Statement on Form 10-12G. On December 17, 2020, the SEC order suspending trading went into effect.

On May 14, 2022, the Company filed a Form 10-12G Registration statement with the SEC and was withdrawn by the Company on July 12, 2021 due to comments not completely cleared by the SEC. On July 20, 2021, we refiled a new Form 10-12G and on September 17, 2021 we withdrew the filing due to SEC comments requiring financial restatements. The Company made the required financial restatements and our auditors recertified the audited financial statements and we submitted a new Form 10-12G on June 14, 2022 and on August 4, 2022 the SEC declared our Form 10-12G Registration effective. Although the Company is not trading currently and we are a reporting Company under Section 12(g) of the Securities and Exchange Act of 1934, as amended and are required to timely file periodic and current reports with the SEC.

The Company is working on securing a broker dealer to be an exploration property. The Company will capitalize the payments under the Agreement as made to the sellers for the mineral interest. Initial activities on the sites will be to complete limited exploration activities and required mine development projects with the intent to start limited mining activities in the first half of calendar 2020. These activities may be delayed based on the current outbreak of Covid-19 situation and current unknown factors at this time.

When the Company begins receiving revenue stream from these projects, the Company will amortizeprepare Form 211 for submittal to Financial Industry Regulatory Authority (“FINRA”) for review and approval. Upon receiving FINRA’s approval and issuance our trading symbol, the Company will request a review from the capitalized payment balance each quarter thereafter. Companies that have reserves under Guide 7 typically capitalize these costs, and subsequently depreciate or amortize them on a units-of-production basis as reserves are mined. Unlike these other companies, on properties that have no reserves we will depreciate or amortize any capitalized costs based on the most appropriate amortization method, which includes straight-line or units-of-production method over the estimated life of the mine, as determined by our geologist. As we have no reliable information to compute a units of production methodology, we will amortize our capitalized costs on a straight-line basis. Because of these and other differences, our financial statements may not be comparable to the financial statements of mining companies that have established reservesOTC for removal the Caveat Emptor designation associated with our prior trading symbol and submit our application to the OTC to trade on their propertiesQB tier.

Competition

The mining industry is highly competitive. We will be competing with numerous companies, substantially all of which have far greater resources available to them that we are likely to have when weSwe commence operations.  We therefore may be at a significant disadvantage in the course of obtaining materials, supplies, labor, and equipment from time to time.  Additionally, we are and will continue to be an insignificant participant in the business of mining exploration and development.  , exploration and development. Because there is presently no known mineral reserve at this time on our existing properties, we have not determined the impact of any capital expenditures on our earnings or competitive position in the event a potentially commercially mineable ore deposit is discovered.

Compliance with Government Regulations

Overview

Continuing to acquire and explore mineral properties in the State of New Mexico will require the Company to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the exploration of minerals in the State of New Mexico and the United States.

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The mining industry, (specifically the activities of exploration, drilling) operate in a legal environment that requires permits to conduct virtually all operations.; Thus,and permits are required by local, state and federal government agencies.   Local authorities, usually counties,

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Local authorities, usually counties, also have control over mining activity.  The various permits address such issues as prospecting, development, production, labor standards, taxes, occupational health and safety, toxic substances, air quality, water use, water discharge, water quality, noise, dust, wildlife impacts, as well as other environmental and socioeconomic issues.  

Like all other mining companies doing business in the United States, we are subject to a variety of federal, state and local statutes, rules and regulations designed to protect the quality of the air and water, and to protect threatened or endangered species, in the vicinity of our mining operations. These include “permitting” or “pre-operating approval” requirements that are designed: (i) to ensure the environmental integrity of a proposed mining facility, (ii) to ensure operating plans are designed to mitigate the effects of discharges into the environment during exploration, mining operations, and reclamation and (iii) that post-operation plans are designed to remediate the lands affected by a mining facility once commercial mining operations have ceased.

United States  .  

Mining in the State of New Mexico is subject to federal, state and local law. Three types of laws are of particular importance to the Company’s U.S. mineral properties: those affecting land ownership and mining rights; those regulating mining operations; and those dealing with the environment.

Land Ownership. 

Land Ownership

On Federal Lands, mining rights are governed by the General Mining Law of 1872 (“General Mining Law”) as amended, 30 U.S.C. §§  21-161 (various sections), which allows the location of mining claims on certain Federal Lands upon the discovery of a valuable mineral deposit and proper compliance with claim location requirements. A valid mining claim provides the holder with the right to conduct mining operations for the removal of locatable minerals, subject to compliance with the General Mining Law and NevadaNew Mexico state law governing the staking and registration of mining claims, as well as compliance with various federal, state and local operating and environmental laws, regulations and ordinances. As the owner or lessee of the unpatented mining claims, the Company has the right to conduct mining operations on the lands subject to the prior procurement of required operating permits and approvals, compliance with the terms and conditions of any applicable mining lease, and compliance with applicable federal, state, and local laws, regulations and ordinances.

Mining Operations 

The exploration of mining properties and development and operation of mines is governed by both federal and state laws.  The State of New Mexico likewise requires various permits and approvals before mining operations can begin, although the state and federal regulatory agencies usually cooperate to minimize duplication of permitting efforts. The State of New Mexico Mining and Minerals Division requires mine permits for each mining location. The permit has an Annual Permit Fee that is due by April 30 of each year. The Annual Permit Fee for minimal impact mines is currently $250.

Prior to receiving the necessary permits to explore or mine, the operator must comply with all regulatory requirements imposed by all governmental authorities having jurisdiction over the project.  Generally, in order to obtain the requisite permits, the operator must have its land reclamation, restoration or replacement plans pre-approved. Specifically, the operator must present its plan to restore or replace the affected area. Often these requirements result in delays and/or costly studies or changes in the proposed activities; which may extend the time to completion. Although this may be necessary in order to mitigate the negative impact of certain aspects of an initial plan.  All, all of these factors make it more difficult and costly to operate; and have a negative, and sometimes fatal, impact on the economic viability of the exploration or planned mining operation at issue. Finally, it is possible that future changes in laws or regulations could have a significant impact on our business, requiring the planned activities to be economically reevaluated at that time.

We make available, free of charge, on or through our Internet website, at www.santafegoldcorp.com, our annual report on Form 10-K, our quarterly reports on Form 10-Q and our current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the U.S. Securities Exchange Act of 1934. Our Internet website and the information contained therein or connected thereto are not intended to be, and are not, incorporated into this report on Form 10-K.

You can read our SEC filings, including this annual report as well as our other periodic and current reports, on the SEC’s website at www.sec.gov. You may also read and copy any document we file with the SEC at its public reference facilities at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facilities.

ITEM 1A.  RISK FACTORS

The Company operates in a rapidly changing environment that involves numerous risks and uncertainties involving precious metal prices, explorations costs and government oversight. Investors should carefully consider the risks described below before purchasing the Company’s common shares. The occurrence of any of the following events could negatively affect our business operations and our results of operations. If these events occur, the trading price of the Company’s common shares could decline, and shareholders may lose part or even all of their investment.

Risk Associated with Our Business

All of our properties are in the exploration stage. There can be no assurance that we will establish the existence of any metalOur business involves a number of very significant risks, including but not limited to various areas of the mining exploration industry. The Company operates in a rapidly changing environment that involves numerous risks and uncertainties involving precious metal prices, explorations costs and government oversight. Our business, operating results and financial condition could be seriously harmed as a result of the occurrence of any of the following risks.

You should invest in our common stock only if you can afford to lose your entire investment. Your decision to invest in our common stock should only be made after you have knowingly accepted the possibilities of such a loss and the associated risks.

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Risks Related to Our Business

All of our properties are in the exploration stage. There can be no assurance that we will establish the existence of any mineral resource or mineral resourcereserves on any of our properties in commercially exploitable quantities. Until we can do so, there is a possibility we aremay not be likely to earn anygenerate substantial revenues from these properties on an economically feasible basis, and our business could fail.

We have not established that any of our mining properties contain commercially viableany mineral or metalreserves; and as such, under Regulation S-K 1300 et. seq. (“Reg S-K 1300”), we are considered an “exploration stage company.” Under the new rules set forth in Reg S-K 1300, an individual property is defined as being: 1.) An exploration stage property if it has no mineral reserves disclosed; 2.) A development stage property if it has mineral reserves disclosed, but has no material extraction; and 3.) A production stage property if it has material extraction of mineral reserves. Our ability to conclude that an individual prospect has any viable mineral or metal reserves requires further efforts and any funds that we spend on exploration may be lost. Even if we do eventually discover commercially viable mineral or metal reserves on one or more of our properties and they are considered “development stage” because we have not engaged in any material extraction, there can be no assurances that wethey will develop producing mines and extract those resourcesbecome production stage properties. Both mineral exploration and development involve a high degree of risk and few properties, which are explored and mined, are become development properties; and even if they become eligible to be considered development stage properties, as defined in Reg. S-K 1300, there are no assurances that they will ultimately developed intobecome production stage properties with commercially viable producing mines.

The commercial viability of an established mineral deposit will depend on a large number of factors; including, by way of example, the size, grade and other attributes of the mineral or metal deposit, the proximity of the resource to infrastructure, roads and a point for shipping, government regulation and market prices. Most of these factors will be beyond our control, and any of them could increase costs and make extraction of any previously identified metal or mineral resource unprofitable. mineral resource unprofitable. Because of this, we will most likely be required to conduct a “feasibility study” by a qualified person or company in order to secure any financing for development, extraction and processing. Feasibility studies, themselves, are very time consuming and costly. There are no assurances that we will be able to fund a feasibility study or to find an investor or partner that will be willing to fund feasibility studies needed to progress to extraction. If we are unable to fund a feasibility study when needed, or if the results of a feasibility study do not suggest that a property will be commercially viable, any funds used on the property will have been lost.  

Even if commercial viability of a mineral or metal deposit is established, we may be required to expend significant resources until production is possible, during which time the economic feasibility of production may change. Substantial expenditures are required to both establish proven and probable reserves as well as those required to implement permitting and drilling operations. Because of these uncertainties, investors have no assurances that our drilling programs will result in commercially viable operations nor that we will be successful in the establishment or expansion of any resources or reserves. Any failure in our ability to successfully execute on the forgoing will adversely impact our business results of operations, in turn leading to losses for investors.

Under SEC Industry Guide 7 standards, a “final” or “bankable” 

As the Company has adopted the required disclosure prescribed in Regulation S-K 1300 et. seq., the concept of a feasibility study is required to report reserves, the three-year historical average price is used in any reserve or cash flow analysis to designate reserves, and the primary environmental analysis or report must be filed with the appropriate governmental authority. In additionthe same; and although, the terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” arewere not defined terms under SEC Industry Guide 7 and arewere not permitted to be used in reports and registration statements filed with the SEC. Under Reg. S-K 1300 each of those terms is specifically defined and must be used as defined therein in describing mineral deposits in the required reports. Investors are cautioned not to assume that any part or all of potential mineral deposits that may be considered mineral resources will ever be converted into reserves. Our mineral resources have a great amount of

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“mineral resources,” as the term under Reg. S-K 1300 means not only that there are mineral deposits present but that they have been determined to be economically viable for extraction. The mineral deposits on our properties have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility.  Our properties currently do not contain any known proven or probable ore reserves under SEC Industry Guide 7Reg. S-K 1300 reporting standards.  Investors are cautioned not to assume that any identified mineral resources willdeposits will be determined to be mineral reserves or ever be converted into SEC Guide 7 compliant reserves.mineral resources as defined in Reg. S-K 1300 et. seq.

If we establish the existence of commercially viable mineral or metal resources on any of our properties in a commercially exploitable quantity, we will require additional capital in order to develop the property into a producing mine. If we cannot raise this additional capital, we will not be able to exploit the resource, and our business could suffer.

If we do discover mineral and metal resources in commercially exploitable quantities on any of our properties, as defined under Reg. S-K 1300 meaning that such mineral deposit(s) is/are commercially viable, we will be required to expend substantial sums of money to establish the extent of the resource, engage in drilling operations and develop extraction and processing facilities (or effect acceptable shipping arrangements therefor) and infrastructure. We do not have adequate capital to develop necessary facilities and infrastructure and will need to raise additional funds. Although we may derive substantial benefits from the discovery of commercially exploitable deposits, there can be no assurance that such a mineral resource will be large enough to justify conventional commercial operations or that we will be able to raise the funds required for development and/or processing on a timely basis. If we cannot raise the necessary capital or complete the necessary facilities, infrastructure, development, processing or related activities, our business may fail and we may be forced to curtail or cease operations.

Our exploration and extraction activities may not be commercially successful. 

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While we believe there are positive indicators that our properties contain commercially exploitable minerals and metals, such belief has been based solely on preliminary tests that we have conducted and data provided by third parties. There can be no assurance that the tests and data upon which we have relied are correct or accurate. Moreover, mineral exploration is highly speculative in nature, involves many risks and is frequently non-productive.  Unusual or unexpected geologic formations and the inability to obtain suitable or adequate machinery, equipment or labor are risks involved in the conduct of most exploration programs.  The success of mineral exploration and development is determined in part by the following factors:

·the identification of potential mineralization based on analysis;  

·the availability of permits;  

·compliance with environmental requirements; 

·increases in operating mining related costs; 

·the quality of our management and our geological and technical expertise; and  

·the capital available for mining operations.  

Substantial expenditures and time are required to establish existing proven and probable reserves through drilling and analysis, and to develop the mines and facilities and infrastructure at any site chosen for mining.  Whether a mineral or metal deposit will be commercially viable and meet Reg. S-K 1300’s definition of “mineral resource”, depends on a number of factors, which include, without limitation: the particular attributes of the deposit, such as size, grade and proximity to infrastructure; metal prices, which fluctuate widely; and government regulations, including, without limitation, regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection; and general economic factors, which include, without limitation, market prices for certain minerals or metals, labor costs, the impact of technological innovations on the supply and demand for the commodities we mine. If our exploration and extraction activities are not successful, our business will likely fail.

There may be challenges to the title of our mineral properties.

The Company has acquired certain rights to its properties by unpatented claims, ownership of land or by lease from those owning the property and its patented claims are limited. The validity of title to many types of natural resource property depends upon numerous circumstances and factual matters (many of which are not discoverable of record or by other readily available means) and is subject to many uncertainties of existing law and its application. There can be no assurance that the validity of our titles to our properties will be upheld or that third parties will not otherwise seek to invalidate those rights. In the event the validity of our title to any of these properties are not upheld, such events would have a material adverse effect on us.

Mineral operations are subject to applicable law and government regulations. Even if we discover a mineral resource in a commercially exploitable quantity, these laws and regulations could restrict or prohibit the exploitation of them. If we cannot exploit any mineral resources that we discover on our properties, our business may fail.

Both mineral exploration and extraction require permits from various foreign, federal, state, provincial and local governmental authorities and are governed by laws and regulations, including those with respect to prospecting, mine development, mineral production, transport, export, taxation, labor standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters.  

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Companies, such as ours that plan to engage in exploration and extraction activities, often experience increased costs and delays in production and other schedules as a result of the need to comply with applicable laws, regulations and permits. Issuance of permits for our activities is subject to the discretion of government authorities, and we may be unable to obtain or maintain such permits. Permits required for future exploration or development may not be obtainable on reasonable terms, on a timely basis or at all. There can be no assurance that we will be able to obtain or maintain any of the permits required for the continued exploration or development of our mineral properties or for the construction and operation of a mine on our properties at economically viable costs. If we cannot accomplish these objectives, our business could face difficulty and/or fail.

We believe that we are in compliance with all material laws and regulations that currently apply to our activities but there can be no assurance that we can continue to do so. Current laws and regulations could be amended and we might not be able to comply with them, as amended. Further, there can be no assurance that we will be able to obtain or maintain all permits necessary for our future operations, or that we will be able to obtain them on reasonable terms. To the extent such approvals are required and are not obtained, we may be delayed or prohibited from proceeding with planned exploration or development of our mineral properties.

Environmental hazards unknown to us, which have been caused by previous or existing owners or operators of the properties, may exist on the properties in which we hold an interest.  It is possible that our properties could be located on or near the site of a Federal Superfund cleanup project. Although we endeavor to avoid such sites, it is possible that environmental cleanup or other environmental restoration procedures could remain to be completed or mandated by law, causing unpredictable and unexpected liabilities to arise. We are not currently aware of any environmental issues or litigation relating to any of our current or former properties but if they were to arise, we could face significant liability that would negatively impact our operations that would cause our business to fail.

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Competition in the mining industry is intense, and we have limited financial and personnel resources with which to compete. 

Competition in the mining industry for desirable properties, investment capital, equipment and personnel are intense. Numerous companies headquartered in the United States, Canada and elsewhere throughout the world compete for properties on a global basis, including areas where we intend to operate. We are currently an insignificant participant in the mining industry due, in part, to our limited financial and personnel resources. We may be unable to: i) attract the necessary investment capital or a joint venture partner to fully develop our mineral properties, ii) acquire other desirable properties, iii) attract and hire necessary personnel, or iv) purchase necessary equipment.

The nature of mineral exploration and production activities involves a high degree of risk and the possibility of uninsured losses. 

The business of exploring for and extracting minerals and metals involves a high degree of risk. Few properties are ultimately developed into producing mines. Whether a mineral deposit can be commercially viable depends upon a number of factors, including the particular attributes of the deposit, including size, grade and proximity to infrastructure, metal prices, which can be highly variable, and government regulation, including environmental and reclamation obligations. These factors are not within our control. Uncertainties as to the metallurgical amenability of any minerals discovered may not warrant the mining of these metals or minerals on the basis of available technology. Our operations are subject to all of the operating hazards and risks normally incident to exploring for and developing mineral or metal properties, such as, but not limited to:

·encountering unusual or unexpected formations;  

·environmental pollution;  

·personal injury, flooding and landslides;  

·variations in grades of minerals or metals;  

·political and economic related conditions; 

·labor disputes; and  

·a decline in the price of gold, silver or copper. silver. 

We currently have no insurance or hedges to guard against any of these risks. If we determine that capitalized costs associated with any of our mineral interests are not likely to be recovered, we would incur a write-down on our investment in such property interests.  All of these factors may result in losses in relation to amounts spent which are not recoverable. The payment of any liabilities that arise from any such occurrence would have a material, adverse impact on our Company.

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Our exploration and development activities are subject to environmental risks, which could expose us to significant liability and delay, suspension or termination of our operations. 

The exploration, possible future development and production phases of our business will be subject to federal, state and local environmental regulation. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set out limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments, and a heightened degree of responsibility for companies and their officers, directors and employees. Future changes in environmental regulations, if any, may adversely affect our operations. If we fail to comply with any of the applicable environmental laws, regulations or permit requirements, we could face regulatory or judicial sanctions. Penalties imposed by either the courts or administrative bodies could delay or stop our operations or require a considerable capital expenditure. Although we intend to comply with all environmental laws and permitting obligations in conducting our business, there is always a possibility that those opposed to exploration and mining may attempt to interfere with our operations, whether by legal process, regulatory process or otherwise.

We could be subject to environmental lawsuits.  

Neighboring landowners, other third parties and governmental entities could file claims based on environmental statutes and common law for personal injury and property damage allegedly caused by the release of hazardous substances or other waste material into the environment on or around our properties.  There can be no assurance that our defense of such claims will be successful.  A successful claim against us could have an adverse effect on our business prospects, financial condition and results of operation.

Risks Associated withA successful claim against us could have an adverse effect on our business prospects, financial condition and results of operation.

WeEven are inif the preliminary stagesOre Contains a Substantial amount of mining theGold or JimSilver Crow Mine.it May Not be Profitable Because of Other Factors.

The Company is in the preliminary stages of mining operations in the Jim Crow Mine and anticipates the first shipment of ore during the second or third quarter of calendar 2020.  The Company currently does not have a long-term shipping contract and there can be no assurances that shipping to this smelter will continue in future periods or that the Company will receive revenue therefromBillali Mines. There can be no assurances of continued mining operations at the Jim Crow Mine or the shipment of ore to the smelter, any of which would adversely impact and Billali Mines or that continued operations will be profitable.  The Company currently does not have a long-term smelting contract and there can be no assurances that shipping to a smelter will occur in the immediate or near future. Transportation of head ore is expensive and the smelter the Company previously used is no longer accepting ore from outside sources. This has forced the Company to advance its plans to construct a mill on our site in Duncan, Arizona. This will enable us to process our ore into concentrate, which is more efficient to transport cost wise to the smelter. Without the ability to process the head ore into concentrate, the transportation of the head ore is cost prohibitive. Thus, it is imperative that the Company construct a mill to process its ore on a site that is in close proximity to our mine sites. Any delays in securing the financing necessary to construct the required mill and/or any delays in constructing it will negatively impact the Company’s mining operations and results of operations. The Company is currently seeking financing to construct the mill but there can be no assurances that it will be successful in securing the necessary financing or that if it is able to secure financing that it will be on terms that are favorable to the Company. Any delays or problems in raising the funds required for a mill will adversely impact the Company and its operations which ultimately adversely impacts investors.

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Dismissal of Bankruptcy ProceedingProceedings and Emergence from Voluntary Reorganization did not result in the elimination of Company liabilities.

After the dismissal of the bankruptcy petition in June 2016 and the sale of the Company’s significant assets, the Company emerged with nominallimited assets andwhile it remained liable for all commitments and debts that then were outstanding. Santa Fe Gold Barbados, The Lordsburg Mining Company and AZCO are subsidiaries of the Company with nominalno assets and all of their commitments and debts remain outstanding.  The bankruptcy court set up a trust fund, funded by the activities of the Summit mine (main asset sold in bankruptcy proceedings) for five years from the inception of mine production at the Summit mine and the trust funds will be distributed to certain unsecured creditors by an independent trustee. The Company failed to provide a plan of reorganization with the filing for protection under the Bankruptcy Code and as such, its debts were not discharged. The significant transactions that occurred upon emergence from bankruptcy were as follows:

·The approximately $20 million of indebtedness outstanding on account of the Company’s senior notes and unsecured claims were reinstated; and  

·The courts established a trust in April 2016 for the benefit of certain creditors. A profit interest was attached to the Summit mine with the benefit for certain creditors holding unsecured claims filed by each creditor.  

Accordingly, there can be no assurance that the Company’s remaining liabilities remaining, after the emergence from bankruptcy, will not materially impact the Company.  The Company has no continuing commitment from any party to provide working capital, and there is no certainty that the Company will be able to raise sufficient capital to fund any or all existing liabilities as well as to fund its current business plan.  The failure to raise needed capital may result in the curtailment or cessation of our business. Notwithstanding the emergence from Bankruptcy with the aforementioned liabilities, a significant portion of them became time barred from collection by virtue of the 2 year limitation period imposed by statute of limitations for the Provence of British Columbia and as such, upon receipt of a legal opinion coving the same, were written off and are no longer required to be reflected in the Company’s financial statements as an enforceable liability. (See Item I Business – “Dismissal of Bankruptcy Proceeding and Emergence from Voluntary Reorganization.”)

We have a history of operating losses and expect to incur substantial operating losses and negative operating cash flows for the foreseeable future, and we may never achieve or maintain profitability.

We have had no revenues during the last two fiscal years,since emerging from bankruptcy, and we may not generate revenues this current fiscal year, and wedepending on are not currently profitablethe completion of our mill project. We do not currently have sufficient capital to fund operations through June 30, 20202023 and will need to raise additional funding to implement our business strategy. Even if we succeed in developing any of our properties and the mill site, we expect tomay incur operating losses for the foreseeable future and may never become profitable. We also expect to continue to incur significant operating and capital expenditures and anticipate that our expenses will increase substantially in the foreseeable future. As the Company has no commitment for debt or equity financing, the Company will be reliant upon best -efforts fund -raising activities to provide sufficient working capital to fund current and future needs. There can be no assurance that the Company will be successful in its best efforts capital raising efforts, and the failure to raise needed capital will result in the curtailment or cessation of our business.

We have a limited operating history on which to base an evaluation of our business and properties.-efforts capital raising efforts, and the failure to raise needed capital will result in the curtailment or cessation of our business.

We may never be able to write-down certain liabilities and this may have a negative impact on our ability to raise capital and on the market price of our common stock, when we resume trading.

At the end of the Company’s fiscal year ending June 30, 2019, the Company wrote off debt and related accrued interest aggregating $12,507,540. The write off of debt was related to two finance facilities governed by and enforceable under British Columbia statutes. The Company retained legal services in British Columbia to research the British Columbia statutes of limitations on the collectability of the finance facilities. Legal counsel reviewed all related documents, records of proceedings and all records and documents deemed relevant to the two finance facilities. The finance facilities were subject to the laws of the Providence of British Columbia and the National laws of Canada and as a result, the Company secured a written legal opinion from Canadian counsel that any liability under the two finance facilities, because of the Limitations Act (British Columbia) and the relevant case law in British Columbia, were no longer enforceable.  That is, because the statute of limitations had run for the two liabilities, pursuant to the Limitations Act (British Columbia), no future claims could be commenced in the Province of British Columbia and therefore, the Company had no outstanding legal obligations on the two finance facilities. With this, the Company wrote down $12,507,540 in liabilities and this has been the Company’s position; however, upon review of earlier Registration Statements that were subsequently withdrawn, the SEC Staff expressed its concern with the Company taking this write-down because FASB ASC 405-20-40-1(b) states that “a liability has been extinguished if the debtor is legally released from being the primary obligor under the liability, either judicially or by the creditor.” Since management knew that one of the creditors had been dissolved and was no longer in existence and the other creditor had written-off the amounts that had been owed to it by the Company in one of its annual reports, it knew that it would be difficult if not impossible to get both creditors to release it from liability and that obtaining a court order would be time consuming and expensive at best. The Commission Staff was willing to allow an opinion of counsel, however the opinions we provided did not meet the standard that the Commission requires. The standard that the Commission Staff requires is what is sometimes referred to as a “would” or “will” opinion. In requiring a “will” or “would” opinion, the Commission is looking for greater assurance that the Company “would” or “will” be successful in the event that one of the creditors sought to collect on the liabilities. Although this standard may seem subjective, “will opinions” are regularly used in the context of tax law where a tax opinion is needed.  In that context the term “will” means that the drafter of the opinion believes and is effectively stating that there is a 90%-95% probability that a given result “will” come to pass based on the facts present. Absent the availability of one of these three routes to write-off the liabilities, he Commission Staff’s position is that

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the correct treatment of the aforementioned liabilities is to continue carrying them on the Company’s balance sheets. The Company was not able to procure a judicial order in a timely manner, specific written agreement of the creditors nor an opinion of counsel meeting the “would” or “will” standard, therefore it determined the most expeditious course of action was to restate the consolidated financial statements so that the liabilities that were written-off are now included in the liabilities of the Company once again; in effect, restating the consolidated financial statements as of June 30, 2019 and 2020. Although, in a future period, while the Company plans to either seek a judicial determination or an opinion of counsel that meets the “would” or “will” standard with respect to the liabilities, there can be no assurance that the Company will be successful in meeting the requirements necessary to write-off the aforementioned liabilities or that the Commission will agree that the judicial determination or opinion of counsel satisfies the requirements and spirit of FASB ASC 405-20-40-1(b). To meet the requirements of the Commission, the Company reinstated the debt and restated our financial statements in question in our Registration Statement on Form 10-12G filed on June 14, 2022 and became effective on August 4, 2022. As a result of these restated financial statements and the forward impact on future financial statements, our stock prices as well as our ability to secure necessary financial funding could be harmed as a result.

We have a limited operating history on which to base an evaluation of our business and properties.

Any investment in the Company’s securities should be considered a high-risk investment because investors will be placing funds at risk in an early -stage business with unforeseen costs, expenses, competition, a history of operating losses and other problems, to which start-up ventures are often subject. Investors should not invest in the Company’s securities unless they can afford to lose their entire investment.  Your investment must be considered in light of the risks, expenses, and difficulties encountered in establishing a new business in a highly competitive and mature industry. Our operating history does not provide a meaningful basis for an evaluation of our current prospects.  Other than through conventional and typical exploration methods and procedures, we have no additional way to evaluate the likelihood of whether other properties contain commercial quantities of mineral or metal reserves or, if they do, if they will be operated successfully.

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If we cannot raiseManagement of growth may be necessary for us to be competitive.

We hold eightseven (87) patented claims related to the Jim Crow Imperial Mine and the one (1) for the Billali Mine, all of which are held by our wholly owned subsidiary, Minerals Acquisitions, LLC, together with thirteen (13) for the Alhambra Mine held by our wholly owned subsidiary, Bullard’s Peak Corporation.  Patented mining claims, such as the ones located in our Jim Crow Imperial Mine, our Billali Mine and our Alhambra Mine, are mining claims on federal lands that are held in fee simple by the owner. No maintenance fees or royalties are payable to the BLM; however, payments and royalties with third parties are applicable on some of these claims.

Unpatented Mining Claims:  The Mining Law of 1872

Except for the eight (8) patented claims held for the Jim Crow Imperial Mine, two (2) are unpatented and the one (1) patented claim for the Billali Mine, held by our wholly owned subsidiary, Minerals Acquisitions, LLC; and the thirteen (13) patented claims, eighty nine (89) of our claims for the Alhambra Mine held by our wholly owned subsidiary, Bullard’s Peak Corporation, are considered “unpatented.” Thus, our mining rights consist of agreements covering “patented” and "unpatented" mining claims created and

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maintained in accordance with the U.S. General Mining Law of 1872, or the “General Mining Law.” Unpatented mining claims are unique U.S. property interests and are generally considered to be subject to greater title risk than other real property interests because the validity of unpatented mining claims is often uncertain. The validity of an unpatented mining claim, in terms of both its location and its maintenance, is dependent on strict compliance with a complex body of federal and state statutory and decisional law that supplement the General Mining Law. Also, unpatented mining claims and related rights, including rights to use the surface, are subject to possible challenges by third parties or contests by the federal government. In addition, there are few public records that definitively control the issues of validity and ownership of unpatented mining claims. We have not filed a patent application for any of our unpatented mining claims that are located on federal public lands in the United States and, under possible future legislation to change the General Mining Law, patents may be difficult to obtain.

Our exploration, development and mining rights relate to patented and unpatented mining claims covering federal and State lands in the State of New Mexico. Location of mining claims under the General Mining Law, is a self-initiation system under which a person physically stakes an unpatented mining claim on public land that is open to location, posts a location notice and monuments the

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boundaries of the claim in compliance with federal laws and regulations and with state location laws, and files notice of that location in the county records and with the Bureau of Land Management (“BLM”). Mining claims can be located on land as to which the surface was patented into private ownership under the Stock raisingRaising Homestead Act of 1916, 43 U.S.C. §299, but the mining claimant cannot injure, damage or destroy the surface owner's permanent improvements and must pay for damage to crops caused by prospecting. Discovery of a valuable mineral deposit, as defined under federal law, is essential to the validity of an unpatented mining claim and is required on each mining claim individually. The location is made as a lode claim for mineral deposits found as veins or rock in place, or as a placer claim for other deposits. While the maximum size and shape of lode claims and placer claims are established by statute, there are no limits on the number of claims one person may locate or own. The General Mining Law also contains a provision for acquiring five-acre claims of non-mineral land for mill site purposes. A mining operation typically is comprised of many mining claims.

The holder of a valid unpatented mining claim has possessory title to the land covered thereby, which gives the claimant exclusive possession of the surface for mining purposes and the right to mine and remove minerals from the claim. Legal title to land encompassed by an unpatented mining claim remains in the United States, and the government can contest the validity of a mining claim. The General Mining Law requires the performance of annual assessment work for each claim, and subsequent to enactment of the Federal Land Policy and Management Act of 1976, 43 U.S.C. §1201 et seq., mining claims are invalidated if evidence of assessment work is not timely filed with the BLM. However, in 1993 Congress enacted a provision requiring payment of a small claim maintenance fee in lieu of performing assessment work, subject to an exception for small miners having less than 10 claims. No royalty is paid to the United States with respect to minerals mined and sold from a mining claim. The General Mining Law provides a procedure for a qualified claimant to obtain a mineral patent (i.e., fee simple title to the mining claim) under certain conditions. It has become much more difficult in recent years to obtain a patent. Beginning in 1994, Congress imposed a funding moratorium on the processing of mineral patent applications which had not reached a designated stage in the patent process at the time the moratorium went into effect. Additionally, Congress has considered several bills in recent years to repeal the General Mining Law or to amend it to provide for the payment of royalties to the United States and to eliminate or substantially limit the patent provisions of the law. Any such changes to the law and increases to our costs would have a negative impact on our results of operations.

Mining claims are conveyed by deed or leased by the claimant to the party seeking to develop the property. Such a deed or lease (or memorandum of it needs to be recorded in the real property records of the county where the property is located, and evidence of such transfer needs to be filed with BLMthe BLM in order to secure “title” to such claims. It is not unusual for the grantor or lessor to reserve a royalty, which as to precious metals often is expressed as a percentage of net smelter returns.

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Overview of Mining Properties Locations                                   General Locations    

Steeple Rock District, Grant County New Mexico –  Project Description

Properties - The Jim Crow, Imperial and Billali Mines

Santa Fe’s properties consist of the Jim Crow group of patented and unpatented claims in the southern part of the district and the Billali patented claim in the northern part of the district. The Jim Crow group is made up of 7seven patented and 2 unpatented mining claims. Theand the Billali consists of one (1) patented mining claim.

Patented Lode Claims

Patented Lode Claims

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Unpatented Lode Claims 

Location and Access 

Location and Access

The Steeple Rock mining district is in the western part of Grant County, New Mexico. The district lies approximately 45 miles east of the town of Safford, Arizona and approximately 10 miles northeast of Duncan, Arizona. The district is reached by well-maintained county roads from Duncan.

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District, Historical and Prior Operations

The Steeple Rock district was discovered in the 1860’s and was in production until the so-called “silver panic” of 1893.  Since 1893, there has been little activity.  We believe that the Steeple Rock district was reopened at different times in the 1950’s, 1960’s and the 1970’s, but no sustained development or production is believed to have occurred.  There has been some trenching and surface geochemGeochem work done at various times. During the time of elevated precious metal prices after 1980 there was considerable activity, including a project at the Imperial-Jim Crow Mine by Queenstake Resources in the early 1980’s and work by ASARCO also in the 1980’s. The Billali was explored by Biron Bay Resources in 1990-1993 and again in 2013-2014 by Shooting Star Mining Co. In 2010 the Summit mine was successfully developed and operated but closed in 2013.

Title and Ownership of the Billali and, Jim Crow and Imperial Mines ProjectMine Projects

The Company determined the Agreement with the sellers of the properties is aRight of Use (“ROU”) asset lease at its inception and provides for grant of use. The Company has the right to cancel the Agreement at any time. The Company currently considers the properties to be exploration properties. The Agreement gives the Company surface, mining, and access rights. These are subject only to any limitations imposed by federal, state and local regulations, the free, unrestricted and uninterrupted right of access, for ingress and egress to the Billali, Jim Crow and Imperial Mines over existing roads or alternate routes approved by Seller and the right to enter upon and occupy the Billali, Jim Crow and Imperial Mines for all purposes reasonably incident to: exploring for, developing, mining (by underground mining, surface mining, strip mining or any other surface or subsurface method, including any method later developed), extracting, milling, smelting, refining, stockpiling, storing, processing, removing and marketing there from, all ores, metals, minerals, mineral products (including intermediate products) and materials of every nature or sort, and the right to place, construct, maintain, use and thereafter remove such structures, facilities, equipment, roadways, haulage ways, utility lines, reservoirs and water courses, and other improvements as may be necessary, useful or convenient for the full enjoyment of all of the rights granted, are the rights granted by the seller under this Agreement. Buyer shallour agreement. We have sole and exclusive custody, possession, ownership and control of all ore, rock, drill core and other mineral substances extracted or removed from the Billali, and Jim Crow and Imperial Mines and may sell or otherwise dispose thereof. Theany of the forgoing. We have also been granted the right to use any of Sellerthe seller’s water rights, which rights are herebywere assigned to the Company, on, about, under or appurtenant to the Billali and Jim Crow Mines to facilitate the exploration, mining and processing rights we were granted inunder this Agreementour agreement with the seller. Until the total price under the Agreementagreement is paid in full, title on all ownedof the properties and all unpatented property will remain in the name of the seller under the Agreement.  .

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Mineralization and Geology

The Steeple Rock district is classified as a high level, epithermal gold and silver bearing, quartz vein system hosted principally in andesite lava flow rock which comprises the lower part of the Tertiarytertiary volcanic section in the region. Other rocks exposed within the district are Precambrian igneous and metamorphic rocks, Paleozoic sedimentary rocks, and Mesozoic igneous and sedimentary rocks. The veins trend northwesterly and northerly. Most of the historic production has been from the northwest trending set of veins. Veins within the district are numerous and only a few of them have undergone systematic development to date.

 The ore in the Steeple Rock district appears to be controlled by rock lithology, with the host rock being a coarse-grained quartz diorite. Vein boundaries are sharp and the vein filings are generally recognizable visually. Mineralization in the Steeple Rock mining district consists of numerous narrow carbonate veins containing varying amounts of cobalt and nickel, silver, uranium, and arsenic.  This is a geologic type of mineral deposit generally calledreferred to as “five element veins.”

Description of the Jim Crow and Imperial Mines

The Jim Crow group covers approximately 4,000 feet strike length on the north trending Imperial vein and approximately 2,600 feet strike length of the northwest trending Jim Crow vein system. The Imperial mine occupies the southernmost 1,000 feet of the Imperial vein at which point the Jim Crow system branches to the northwest. The north trending Imperial continues another 3,050 to the property end line.  The Jim Crow trend consists of three, possibly more, sub-parallel veins converging toin the northwest.

The Jim Crow mine is well equipped and in good working order. It is served by a 320 feet -foot-deep inclined shaft with a well-designed steel headframe. The hoist is equipped with up -to -date safety devices. The shaft is capable of lifting 30 tons per hour and can handle both ore and waste at the same time. The mine has three levels, 50 feet, 200 feet and 300 feet, all with air, water and ventilation services installed. Broken muck is moved to the shaft by scrapers on the 50- and 200-foot levels and by a 2 feet-foot gauge rail on the 300 level.-foot level.

The location of the Jim Crow mine is highly advantageous in that the unexplored and undeveloped segments of the Imperial and Jim Crow veins can be easily accessed from the mine. The lower 300 -foot level can be extended to the south to explore and develop the Imperial vein below it and the lowermost 200-foot level in the area intercepted by the encouraging drill holes. It can also be extended to the northwest to explore the northwest extension of the Jim Crow vein and its parallel “wall” veins and the area where these veins “intersect.”. The unexplored north trending segment of the Imperial vein could also be readily accessed from the Jim Crow Mine.

Description of the Billali Mine

The Billali property consists of one patented mining claim. It covers 1,200 feet of vein length and is situated approximately 3,000 feet northwest of the Summit mine.

The principal working on the Billali is a 12’ x12’ decline driven at grade of -20% for approximately 1120 feet.  The decline was started on the northeast flank of the vein zone, driven across it for approximately 260 feet and then turned southeast and continued straight along the zone for another, approximately 580 feet. The present water level is at approximately 800’ feet. From that point it extendedextends in an irregular manner for another 650 feet to its present head which is approximately, 260 feet vertically below the portal. A lateral level was driven 300 feet northeast across the vein zone from the bottom of the decline. The first 856 feet of the decline is set up for rail haulage using a winch stationed on the surface.

The Billali Mine occupies the northwest extension of the Summit vein. In the 1990-1992 time period Byron Bay Resources, a Canadian mining company, conducted an extensive exploration program on the Summit vein including the Billali mine. Data in the mine owner’s archives are poorly documented and drill hole collars are not definitely located. Diamond drilling was done on the Billali claim in 1990, 1991 and 1992. Partial data is available for twenty of these drill holes. Byron Bay Resources company reports dated 1990 and 1991 describe a vein zone approximately 350 feet wide with a discontinuously mineralized footwall and hanging wall quartz veins, ranging from 3 to 15 feet true width. Biron Bay Resources, in a report dated 25 Nov 1991 cite vein intercepts for drill hole B-91-15 with interval of 5’ (core length) of .24 oz/ton Au and 12.63 oz/ton Ag. Drill hole B-91-16 is cited 14.5’ (core length) at .301 oz/ton Au and 21.8 oz/ton Ag.

In 2013 and 2014 Shooting Star Mining Co. optioned the property and continued development. Their intention was to expand on the previous work of Biron BarBay Resources and to “in fill” the drill intercepts of that 1990-90 project. They drove the decline to explore the drill intercepts of Biron Bay. The company completed 21 underground diamond drill holes. The Shooting Star drilling failed to establish horizontal continuity for the earlier drilling but did establish that high grade mineralization over economically viable widths was present. They concluded that the prospect would not support a conventional mine-mill operation.

The work by these two companies has demonstrated that, although the vein is not consistently mineralized enough to support a large-scale operation, there are numerous lenses and pockets of high-grade rock that could be profitably extracted by careful development and mining. and the Company will be engaging a specialist in connection with the construction of its mill in order to maximize the yield.

Exploration Status

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Exploration Status

We have not established that our Billali Mine and Jim Crow Mine rights contain proven or probably reserves, as defined under SEC Industry Guide 7.  Minimal exploration activities have commenced to date and minimal exploration costs have been incurred or paid. To date, the Company has not (i) commenced or adopted plans to conduct any exploration, (ii) prepared drilling plans, proposals, timetables or budgets for exploration work, or (iii) identified engineers and other personnel that will conduct or assist in any exploration work.  The Company will need to raise funds to conduct exploration work and it currently lacks firm commitment financing for any exploration activities.  

The Company commenced development of the Jim Crow mine in late 2019. Work to date has consisted of upgrading the surface facilities, rehabilitating the shaft, expanding the hoisting capability and underground development on three levels. A crushing plant was purchased and installed at Duncan, Arizona, in late 2019.

The Company will need to further develop the properties for sustained production. Such work will consist of exploration drilling from surface and underground, mine development to include drifting, raising and stope development, and further improvement of the surface facilities and crushing plant. Additional equipment will be needed to be purchased or leased.  The Company currently lacks the capital to fund these expenditures.

Current Billali Exploration and Status

Exploration and development work done in the 1990’s and in the 2011-14 time period suggest there are potentially mineable pipe-like high 29

Exploration and development work done in the 1990’s and in the 2011-14 time period suggest there are potentially high-grade zones with indications of vertical continuity distributed throughout the length of the property. These can be in any of the three or more veins that are presently identified within the approximately 350 -foot -wide structural zone that makes up Billali vein zone. 

Santa Fe is currently mining one of these gold-silver bearing pipe-like bodies that has recently been discovered approximately 180 feet from the portal. LongCertain long hole drilling in the overlying Hoover Tunnel some 70 feet above suggestsuggests that this zone is continuous for at least that far, although we have not conducted any exploration in this area to date. The mined high silica vein rock is being stockpiled and will be sent astested by the specialists we intend to engage for our mill design. Initially we had planned to send a trial shipment to a nearby smelter pending the aggregation of 500 tons. Assuming acceptance of the trial shipment and execution of a contract with the smelter, the  and assuming it was accepted and we were able to execute an acceptable contract with the smelter.  Since that smelter is no longer accepting outside ore and it currently is not cost effective to send our ore to another smelter for initial processing, we have determined that we will need to construct a mill to process our ore into concentrate in order for shipping to become cost effective. Whether we are able to sell to our smelter as initially planned or we construct a mill, the Company intends to mine will be developed on three levels approximately 100 vertical feet apart. These levels will crosscut the entire vein zone and the veins will be developed by a series of lateral workings from these crosscuts. The mineralized high silica rock will be shipped directly, with no processing

We have not established that our Billali Mine and Jim Crow Mine rights contain proven or probable reserves, as defined under Reg. S-K 1300. The Company has conducted a limited amount of exploration work on the Jim Crow mine to date. The Company commenced work at the Jim Crow mine in late 2019. Work to date has consisted of upgrading the surface facilities, rehabilitating the shaft, expanding the hoisting capability and underground excavation on three levels and a crushing plant site was purchased on January 1, 2020, in Duncan, Arizona. We have extracted approximately 2,000 tons of ore that is sitting on our property awaiting further processing and analysis.

The Company will need to conduct further work on the mine properties for sustained production. Such work will consist of exploration drilling from the surface and underground. The Company will continue to be considered an exploration stage property until it has disclosed reserves and once it has disclosed reserves it will be considered a development stage. Further work to be done includes drifting, raising and slope development, as flux towell as further improvement of the smeltersurface facilities.

Because of the advanced stage of development of this property and the existing infrastructure, and the opportunity to market the product directly to a nearby smelter, these pipe-like bodies can be exploited for relatively low cost. 

Power and Water

The Company will be required to use water from the mine, to be stored in a water tank to be placed on the property, for its water source.  It is believed that this water will be sufficient for any development purposes.  The Company will be required to place a generator on the property for electricity.

Development Plans 

Development Plans

Santa Fe Gold believes that a profitable operation can be established and sustained in the Steeple Rock district by careful development and mining the high silica, gold and silver bearing vein rock thought to be present in both the Jim Crow and Billali mines, although we have not conducted any analytical work to demonstrate this. The district has a long record of producing high quality smelter flux ores that were previously directly shipped to a nearby copper smelterssmelter. Both the Jim Crow and Billali mines arehave well developed infrastructure with services in place. Both can be commissioned with relatively little development cost. By and continued maintenance. We taking advantage of existinghave extracted ore from the Jim Crow mine recently and have been upgrading the Billali mine with the enhancements to make it ready for development and by carefully mining and shipping this vein material directly to a smelter we expect to realize an acceptable return and avoid the high capital expense usually associated with the developmentif successful, production. With the prior COVID-19 situation and other unstated factors, the copper smelter the Company previously utilized is not accepting any outside material from any source. Coupled with some of our mine personnel contacting the COVID-19 virus, we ceased extracting ore until we can develop our alternative business plan and finance its implementation.

With that current situation, we were required to advance our business plan by approximately a year referencing the design and construction of a mine-mill complex.

Description of Black Hawk Project

 in Duncan, Arizona. This site will service both the Company’s property sites in the Steeple Rock mining district and the Black Hawk mining district. The Company will need to raise or finance the construction of the mill complex. The Company’s future revenue is contingent on the construction of a mill complex. The mill complex will require us to raise financing in order for it to be constructed and ramp-up operations at the mill complex and for mining operations. The Company’s plan for operations is reliant on our ability to secure the financing required to construct and operate the mill-complex and continue mining operations. No assurances can be made that the Company will be successful in securing this needed financing or that if it is able to, that it will be on terms acceptable to the Company.

Property Location and Access

The Black Hawk district, also called the Bullard’s Peak district in some references, is located approximately 15 miles west-southwest of Silver City New Mexico. Santa Fe Gold Corp. owns 13 patented and 82 unpatented mining claims covering approximately 72% of the known extent of the district. This property includes four of the five mines with recorded production among which are the two largest, the Black Hawk and the Alhambra. The property is reached by truck on a private dirt road that turns left off a paved highway, which access road is approximately 15 miles west-southwest of Silver City.  The claims are all located within approximately 1,900 acres.

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Property Description

The Black Hawk district, sometimes referred to as the Bullard Peak district, is located in Grant County, New Mexico, approximately 15 miles by road west of Silver City, New Mexico, the terminus of a branch line of the Atchison, Topeka and Santa Fe Railway.  The district is in the northeastern foothills of the Big Burro Mountains at an altitude of approximately 5,450 to 6,150 feet.  Scattered junipers, scrub oak, small pines, and brush cover the hillsides.  Most of the district is drained by way of Black Hawk Canyon which bisects the area and flows northward to Mangas Creek, but the eastern part is drained by tributaries of Silver Dale Creek, which flows northeastward to Mangas Creek.  Mangas Creek flows into the Gila River about 9 miles northwest of the mouth of Black Hawk Canyon.  

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The ore in the Black Hawk district appears to be controlled by rock lithology, with the host rock being a coarse-grained quartz diorite.  Vein boundaries are sharp and the vein filings are generally recognizable visually. Mineral property claims are as follows:

Patented Lode Claims

2931

Unpatented Lode Claims

3032

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History and Prior OperationsHistory and Prior Operations

The Black Hawk district was discovered in 1881 and was in production until the so called “silver panic” of 1893. Since its main productive period, ending in its closure in late 1893 or early 1894, there has been little activity in the Black Hawk district. One of the mines, the Black Hawk was reopened in 1917 and some development done in the upper levels. Both the Black Hawk and the Alhambra were reopened at different times in the 1950’s, 1960’s, and the 1970’s but no sustained development or production was achieved.  There has been some trenching and surface geochemGeochem work done at various times.  

Project Status and Exploration Activities

We have not established that our Black Hawk and Bullard Peak rights contain proven or probablyprobable reserves, as defined under SEC Industry Guide 7Reg S-K 1300.  No exploration activities have commenced to date and no exploration costs have been incurred or paid.  To date, the Company To date, the Company

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has not (i) commenced or adopted plans to conduct any exploration, (ii) prepared drilling plans, proposals, timetables or budgets for exploration work, or (iii) identified engineers and other personnel that will conduct or assist in any exploration work.  The Company will need to raise funds to conduct exploration work and it currently lacks firm commitment financing for any exploration activities.

The Company will need to prepare the property for exploration and drilling activities, including building infrastructure, installing facilities, and purchasing equipment. Future exploration drilling on any of our properties that consist of BLM land will require us to either file a Notice of Intent (NOI) or a Plan of Operations with the BLM, depending upon the amount of new surface disturbance that is planned. A Notice of Intent is required for planned surface activities that anticipate less than 5.0 acres of surface disturbance, and usually can be obtained within a 30 to 60-day time period. 

The Company currently lacks sufficient capital to fund these expenditures and is currently allocating working capital to the Jim Crow and Billali project.

Mineralization and GeologyThe Company currently lacks sufficient capital to fund these expenditures and is currently allocating working capital to the Jim Crow and Billali project.

On December 1, 2020, the Company made a joint announcement with Texas Mineral Resources Corp. (“TMRC”), of the execution of a letter agreement to pursue, negotiate and thereafter enter into a definitive joint venture agreement with TMRC to jointly explore and develop a targeted silver property to be selected by TMRC among patented and unpatented mining claims held by Santa Fe Gold within the Black Hawk Mining District in Grant County, New Mexico. Completion of a joint venture agreement is subject to the successful outcome of a multi-phase exploration plan to be undertaken in the near future by TMRC. Under terms of the letter agreement TMRC plans to conduct a district-wide evaluation among the patented and unpatented claims held by Santa Fe Gold consisting of geologic mapping, sampling, trenching, radiometric surveying, geophysics, drilling and/or other methods as warranted. The purpose of the letter agreement was to allow TMRC the ability to enter onto the Company’s property, begin incurring the costs associated with the work necessary to secure a bankable feasible study. The parties may then secure the funding needed to develop and mine the 80 acres that TMRC identifies.  TMRC will be responsible for mining operations and will receive 51% of the profits as defined in the definitive agreement, when executed. The Company will receive 49% of the profits.

On July 28, 2022, TMRC issued a press release that updated the successful completion of their geophysical work in the Blackhawk mining district in New Mexico. The related project details that were provided to TMRC by the advanced technology deployed were cost effective and will assist TMRC in developing their next phase in their exploration program on project site.

Mineralization and Geology

Mineralization in the Black Hawk mining district consists of numerous narrow carbonate veins containing varying amounts of cobalt and, nickel, silver, uranium, and arsenic. It is one of a well-known, but poorly understood, geologic type of mineral deposit generally called “five element veins”. They are also rich in uranium, nickel and, of interest today, cobalt. In the Black Hawk district, the host is a coarse-grained quartz diorite. Mining conditions within the veins are good. The lack of strong alteration results in stable walls requiring minimum support, only occasional faults or gouge zones require timber. Vein boundaries are sharp and the vein fillings are easily recognizable visually.

The Silver City quadrangle covers approximately 20,650 square kilometers chiefly in the southern basin and range province of southwesternSouthwestern New Mexico and southeasternSoutheastern Arizona.  Bedrock of the ranges includes Precambrian igneous and metamorphic rocks, Paleozoic sedimentary rocks, Mesozoic igneous and sedimentary rocks, and Cenozoic igneous rocks.  The intervening basins, which constitute about 65% of the quadrangle’s surface area, are filled with Late Cenozoic (Pliocene-Pleistocene) sedimentary deposits in places to depths of more than 1,000 meters.  The geology of each range is generally different, and most rock units and pre-basin and range structures cannot be correlated across the basin areas.  The principal hydrothermal ore-forming processes in the quadrangle are believed to be attributable to subduction-related events including complex eruptive systems during two distinct periods in the development of the western orogenic continental margin: (i) a medium-potassium calcium/alkaline volcanic arc system in late Cretaceous/early Tertiary time (the Laramide orogeny 80/50 million years ago); and (ii) a high-potassium calcium/alkaline volcano-plutonic arc system in middle Tertiary time (30/15 million years ago).  The hydrothermal-magmatic vein and pegmatite type deposits are probably Precambrian in age and the syngenetic sedimentary and volcanic deposits range in age from Cambrian to late Tertiary (or younger).

Although there is some local variation in some of the districts, the five metal types of deposits in the Black Hawk district are fissure veins where the carbonate and the ore minerals fill open space caused by the fracturing.  The ore generally occurs in small high-grade pods or shoots randomly distributed within the fracture zone.  The location of these open spaces is the sole recognized control of ore distribution.  The favorability of the host seems to be governed by its fracturing characteristics rather than any chemical factor. Generally, in these deposits there is one favored rock type that accounts for most of the production.  At the Black Hawk district, the preferred host rock is the coarse-grained quartz diorite.

The project requires further evaluation of its mineralogical makeup and economic modeling to determine the appropriate course for any potential future development and production.  The Company has not conducted a preliminary economic assessment offeasibility study for the project at the time of filing this reportRegistration Statement. Upon completion of the preliminary economic assessment offeasibility study for the project, the Company will prepare an impairment analysis of the project to determine if an impairment is required at that time.

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Power and Water

The Company will be required to use water from the mine, to be stored in a. Water will be pumped from a mine using one or more electric pumps powered by one or more on-site generators placed on site. Water will be stored in an on-site water tank to be placed on the property,site for itsuse in processing. We believe that the water source. It is believed that this waterwe collect from will be sufficient for anyexploration, development and production purposes.  The Company will be required to place a generator(s) on the property for electricity required to run the water pumps and for other operational purposes.

ITEM 3.  LEGAL PROCEEDINGS 

We are subjectREGULATION S-K 1300 DEFINITIONS 

The following definitions are taken from time toRegulation S-K time to litigation, claims and suits arising1300 which goes into effect in the ordinary course of business.

The DOJ and the SEC have each initiated investigation into the Company and certain other individuals, resulting from the Laws transactions.  The SEC has obtained a formal order to investigate the Company.  The DOJ investigation is still preliminary.  These types of investigations are expensive, time-consuming for management, and unpredictable – often resulting in other aspects ofFirst Fiscal Quarter of Operations for the Company’s operations becoming subject to regulatory scrutiny.  These investigations are ongoing and no prediction can be made regarding the timing or outcome of such matters including remedial action pursued against the Company and others, including its officers and directors.  (See Item IA Risk Factors.)Fiscal year 2022. Previously the Company made disclosures in compliance with Industry Guide 7 for the mining industry entitled “Description of Property by Issuers Engaged or to be Engaged in Significant Mining Operations” contained in the Securities Act Industry Guides published by the United States Securities and Exchange Commission, as amended. There are a number of definitional changes. The following terms have the definitions set opposite them under Regulation S-K 1300: