UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): ~~April~~March 321, ~~2023~~2024

SANTA FE GOLD CORPORATION
(Exact Name of Registrant as Specified in Its Charter)

Delaware	000-20430	84-1094315
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer Identification)
incorporation)

P O Box 25201
Albuquerque, NM 87125
(Address of principal executive offices) (Zip Code)

(505) 255-4852

(Registrant's Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a -12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

☐	Pre-commencement communications pursuant to Rule 13e-49(c) under the Exchange Act (17 CFR 240.13e -4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol

Name of each exchange

on which registered

Common Stock, par value $0.002 per share

None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

fIf an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 81.0102. ~~Other~~Termination ~~Events~~of a Material Definitive Agreement.

OnMining ~~April~~Project 3, 2023, the Company received a current update from our legal counsel in British Columbia, Canada, referencing a court order referencing debt owed under a Bridge Loan Agreement to Tyhee Gold Corporation entered into on February 13, 2014 under British Columbia jurisdiction. The Supreme Court of British Columbia determined that the Bridge Loan Agreement is statute barred pursuant to the Limitations Act, S.B.C. 2012, c.13. The court Order granted Tyhee a leave to apply for a set aside of the Order within 45 days of the issued Order. On April 1, 2023, the leave period expired and no filings were submitted by Tyhee and the Order became effective.Withdrawal

~~The~~In ~~effective~~early ~~judicial~~November ~~ruling~~2023, ~~meets~~ the ~~accounting~~Company ~~criteria~~initiated indiscussions ~~FASB~~with ~~ASC~~a ~~405-20-40-1(b)~~firm ~~and~~in ~~the~~Texas ~~liability~~with ~~has~~the ~~been~~objective ~~extinguished.~~of ~~Santa~~securing Fecapital ~~Gold~~essential ~~Corporation~~for ~~will~~the ~~derecognize~~acquisition of the ~~liability~~mill, ~~under~~its ~~this~~construction ~~agreement~~on the site in ~~our~~Duncan, ~~quarter~~AZ, ~~ending~~refurbishment ~~June~~of 30two mines for approval by MSHA, ~~2023~~and provision of working capital for the initial mining and mill operation ramp up. ~~The~~During ~~derecognized~~this ~~liability~~period, ~~consists~~the ofCompany afaced ~~note~~challenges ~~payable~~regarding ~~for~~water $1rights payments,~~745,092,~~ ~~accrued~~resulting ~~note~~in ~~interest~~the cancellation of ~~$3,728,500~~the ~~and~~mine aagreement ~~net~~by ~~transaction~~the ~~fee~~water ofrights ~~$269,986~~holders around mid-November.

~~Item~~Despite 9encountering setbacks, the Company diligently pursued financing opportunities, providing comprehensive information and supplementary materials on the mining property and district.01 ~~Financial~~Subsequently, ~~Statements~~detailed listings of necessary equipment acquisitions and ~~Exhibits~~cost projections for mine refurbishment were submitted during ongoing discussions. Following a thorough review and editing process of projected costs, a 15-month cash and operational cash flow plan was developed, submitted, and deliberated upon. Due to the holiday season, these discussions extended into late January 2024.

~~(d)~~In ~~Exhibits~~late January, the Company received details concerning the projected cost to finance the required loan request. The proposed loan interest rate notably exceeded the current prime rate, compounded by a market downturn in gold and silver prices. Additionally, monthly mine payments were slated to increase to $175,000, further exacerbated by the fluctuating and declining value of precious metals from time to time, resulting in an approximate decrease in the cash flow projection of $500,000.

ExhibitNumber		Description
10.1		Court Order in the Supreme Court of British Columbia, dated February 15, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Considering these developments and mindful of preserving the Company’s stability, particularly the consideration the past challenges faced in 2015 and 2016, the Company has made the decision to withdraw from the aforementioned project. Instead, focus will be redirected towards the long-term objectives of the TMRC/Alhambra project.

~~SIGNATURE~~Item 2.05. Costs Associated with Exit or Disposal Activities

~~Pursuant~~The toCompany ~~the~~in ~~requirements~~our offinancial statements for the ~~Securities~~quarter ~~Exchange~~ending ~~Act~~March of31, ~~1934~~2024, ~~the~~will ~~registrant~~recognize ~~has~~a ~~duly~~write ~~caused~~down ~~this~~of ~~report~~$1,400,000 toin bemineral ~~signed~~rights onwith ~~its~~the ~~behalf~~termination by of the ~~undersigned hereto duly authorized~~Agreement.

	Santa Fe Gold Corporation
Date: April 5, 2023	By:	s/s Stephen J. Antol
		Stephen J. Antol
		Chief Financial Officer

Item 9.01. Financial Statements and Exhibits.

2(d) Exhibit

Exhibit Number		Description
99.1		Press release of Santa Fe Gold Corporation dated March 21, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized.


	Santa Fe Gold Corporation
Date: March 25, 2024	By:	s/s Stephen J. Antol
		Stephen J. Antol
		Chief Financial Officer

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