Euro Pacific did not place any securities or raised any capital for Santa Fe.
The Share Exchange Agreement provided that it will terminate, unless a closing of the transactions contemplated thereby shall have occurred on or before October 15, 2014. Since the transactions did not close, the Share Exchange Agreement terminated pursuant to its terms on October 15, 2015.
On October 7, 2014, Dr. Michael Heeley resigned as member of the Board of Directors of Santa Fe Gold Corporation, as well as from its Audit Committee, Compensation Committee and Independent Special Committee. As disclosed in the Company’s Current Report on Form 8-K filed October 9, 2014, Dr. Heeley cited as a reason for his resignation his belief “that the current management team neither welcomes nor appreciates constructive independent advice. As such, I believe that my ability to effectively serve Santa Fe in the future is compromised.”
On October 10, 2014, Mr. Bradford Cooke, who then served as Chairman to both Santa Fe and Canarc, responded to Mr. Hofer’s email rejecting the Canarc invoice as follows: “If you do not accept Canarc’s invoice, then we should terminate the share exchange agreement now and litigate…”
On October 10, 2014, after being informed by Santa Fe’s corporate counsel that there is “no valid contractual basis whatsoever” for Canarc to demand Santa Fe to reimburse Canarc for amounts Canarc paid to its officers and directors, Mr. Hofer, as Chairman of the Audit Committee, sent to Canarc a letter explaining why Santa Fe cannot accept the invoice. A copy of Mr. Hofer’s letter, dated October 10, 2014, is attached to this form 8-K as Exhibit 99.2 (the “Termination and Litigation Response Letter”). Mr. Cooke did not respond to the Termination and Litigation Response Letter but Mr. Chiloflischi raised an agenda item for the next board meeting to “discuss, decide and make changes in they way Santa Fe is governed at the board level and managed going forward.”
See THE FORM 10-K DISCLOSURE DISPUTE
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