CONFIDENTIAL January 7, 2010 Mr. Pierce Carson CEO Santa Fe Gold Corporation 1128 Pennsylvania NE Suite 200 Albuquerque, NM 87110 Dear Mr. Carson:Santa Fe Gold CORP • January 20th, 2010 • Metal mining • New York
This letter (the “Agreement”) constitutes the agreement between Rodman & Renshaw, LLC (“Rodman” or the “Placement Agent”) and Santa Fe Gold Corporation (the “Company”), that Rodman shall serve as the placement agent1 for the Company, on a reasonable best efforts basis, in connection with the proposed placement (the “Placement”) of approximately $5 million of registered securities (the “Securities”) of the Company, including shares (the “Shares”) of the Company’s common stock, par value $.002 per share (the “Common Stock”) and warrants to purchase shares of Common Stock. The terms of such Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein constitutes that Rodman would have the power or authority to bind the Company or any Purchaser or an obligation for the Company to issue any Securities or complete the Placement. This Agreement and the documents executed and delivered b
EXHIBIT A COMMON STOCK PURCHASE WARRANT SANTA FE GOLD CORPORATIONSanta Fe Gold CORP • January 20th, 2010 • Metal mining
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________(the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the 5 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Santa Fe Gold Corporation, a Delaware corporation (the “Company”), up to ______shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 20th, 2010 • Santa Fe Gold CORP • Metal mining • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 14, 2010, between Santa Fe Gold Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
