EXHIBIT E FORM OF LEGAL OPINIONSecurities Purchase Agreement • December 26th, 2007 • Santa Fe Gold CORP • Metal mining
Re: Securities Purchase Agreement dated as of December 15, 2007 (the "Agreement"), by and Santa Fe Gold Corporation, a Delaware corporation (the “Company”), and Sulane Holdings Ltd. (“Purchaser”)
EXHIBIT CWarrant Agreement • December 26th, 2007 • Santa Fe Gold CORP • Metal mining • Delaware
Santa Fe Gold Corporation, a Delaware corporation (the “Company”), hereby certifies that, for value received, Sulane Holdings Ltd. or its registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of [ ]1 shares of common stock, $0.002 par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price equal to $1.00 per share (as adjusted from time to time as provided in Section 8, the “Exercise Price”), at any time and from time to time from and after July 1, 2010 (the “Vesting Date”) and through and including December 31, 2014 (the “Expiration Date”), and subject to the following terms and conditions. This Warrant (“Warrant”) is one of a series of similar Warrants issued pursuant to those pursuant to that certain Securities Purchase Agreement, dated December 15, 2007 (the “Securities Purchase Agreement”), by and between Maker and Holder relating to the sale by the
EXHIBIT D MORTGAGE, SECURITY AGREEMENT, FIXTURE FILING AND FINANCING STATEMENTMortgage, Security Agreement, Fixture Filing and Financing Statement • December 26th, 2007 • Santa Fe Gold CORP • Metal mining • New Mexico
This Mortgage, Security Agreement, Fixture Filing and Financing Statement (the “Mortgage”) is made and entered into as of December 21, 2007 by Santa Fe Gold Corporation, a Delaware corporation, (“Mortgagor”) to Sulane Holdings, Inc., a BVI limited partnership (“Mortgagee”):
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 26th, 2007 • Santa Fe Gold CORP • Metal mining • Delaware
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), is dated as of December 21, 2007, by and among Santa Fe Gold Corporation, a Delaware corporation (the “Company”), and Sulane Holdings Ltd., a British Virgin Islands company ( “Purchaser”).
