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Wednesday, 05/19/2021 12:40:27 PM

Wednesday, May 19, 2021 12:40:27 PM

Post# of 2446
Received this news via email yesterday

May 17, 2020
To: Shareholders of Santa Fe Gold Corporation.

We are please to inform you that on May 14, 2021, Santa Fe Gold Corporation (the “Company”) filed a registration statement on Form 10 with the United States Securities and Exchange Commission (“SEC” or “Commission”) to reregister our common stock, a copy of which may be found at The approval will become automatically effective sixty (60) days from the initial filing date or July 13, 2021. However, the Commission may provide comments or have questions that we will need to address by filing an amendment(s).

Upon effectiveness of the Form 10, the Company becomes subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and is obligated to file annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. Also, the effectiveness of the Company’s registration statement triggers the managements’ and shareholders’ (beneficially holding five percent (5%) or more of its shares of common stock) reporting requirements for Sections 13 and 16 of the Exchange Act. Even if a shareholder beneficially holding five percent or more of our outstanding shares of common stock has filed Forms 3, 4, and /or 5 in the past, they should refile their position forms on form 3 within 10 days following our effectiveness or no later than July 23, 2021

Standing alone, a Form 10 registration will not cause restricted securities to become unrestricted, however it (along with certain other facts), may affect whether a broker-dealer will be willing to accept Rule 144 as an exemption from registration, thus allowing a restrictive legend to be removed so that shares can be deposited in a brokerage account. Even though an effective Form 10 registration causes an issuer to become subject to the reporting requirements of the Exchange Act, a Form 10 registration statement does not make the Company publicly traded or result in assignment of a ticker symbol, it is only publicly reporting.

To receive a ticker symbol or revive its old symbol and become publicly traded, the Company must go through FINRA’s process and meet its requirements for trading or quotation. This process is managed by a sponsoring market maker, who is itself, under the registration and regulatory supervision of FINRA. Rule 15(c)2-11 covers the requirements necessary for the initiation or resumption of electronic quotation of securities in the OTC markets. Under Rule 15(c)2-11, a market maker is responsible for preparing and submitting the information and documents required by Form 211, as well as being responsible for finding any applicable exemptions. As stated, FINRA assigns ticker symbols and the Company must meet FINRA requirements; these vary depending upon what exchange company will trade on. In our case, the Company intends to trade by quotation OTC. Recently, the SEC initiated changes that appear to result in OTC Markets performing additional compliance duties and policing more strict continued listing standards. It is not clear exactly how these changes will operate with OTC Markets, but they become effective on September 27, 2021. Currently the information on this process with OTC Markets is not available and management is keeping in contact with them for current updates and related requirements and procedure’s as they develop.

S J Antol
Santa Fe Gold Corporation
Stephen Antol,
CFO, Director

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