UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) of the Securities Exchange Act ofOF THE SECURITIES

EXCHANGE ACT OF 1934
(Amendment No. )

Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:

[   ]  Preliminary Proxy Statement

[   ]  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

[X]  Definitive Proxy Statement

[   ]  Definitive Additional Materials

[   ]  Soliciting Material under §240.14a -12

SANTA FE GOLD CORPORATION

(Name of Registrant as Specified Inin Its Charter)
Charter)

(Nme of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

SANTA FE GOLD CORPORATION
6100 UPTOWN NE, SUITE 600, ALBUQUERQUE,

3544 Rio Grande Blvd. NW

Albuquerque, NM  8711087107

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
HELD ON AUGUST 6, 2013
10:00 a.m. Mountain Daylight Time

December 14, 2018

To the stockholders of Santa Fe Gold Corporation:Our Stockholders:

Notice is hereby given that the 2013 annual meeting of shareholders (the “Annual Meeting”) of Santa Fe Gold Corporation, a Delaware corporation (the “Company”), will be held on Tuesday, August 6, 2013 at 10:00 a.m. Mountain DaylightTime, at the Albuquerque Marriott Hotel, 2101 Louisiana Blvd., Albuquerque, New Mexico 87110 for the following purposes, as more fully described in the accompanying proxy statement (the “Proxy Statement”):

Only shareholders of record as of the close of business on June 7, 2013 are entitled to receive notice of, to attend, and to vote at, the Annual Meeting.

The Company is pleased to continue utilizing the Securities and Exchange Commission rules that allow issuers to furnish proxy materials to their shareholders on the Internet. The Company believes these rules allow it to provide you with the information you need while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting.

You are cordially invited to attend the AnnualSpecial Meeting in person. To ensure that your vote is counted at the Annual Meeting, however, please vote as promptly as possible.

Sincerely,

Albuquerque, New Mexico
June 27, 2013

SANTA FE GOLD CORPORATION
PROXYSTATEMENT
FOR
ANNUALMEETINGOFSTOCKHOLDERSTOBEHELDONAUGUST6,2013

GENERALINFORMATION

Why am I receiving these materials?

of stockholders of Santa Fe Gold Corporation a Delaware corporation (the “Santa Fe” or “Company”) has made these materials available to you on the Internet or, upon your request, has delivered printed versions of these materials to you by mail, in connection with the Company’s solicitation of proxies for use at its annual meeting of stockholders (the “Annual Meeting”) to be held on Tuesday, August 6, 2013 at 10:Holiday Inn Express Airport, 1921 Yale Blvd. SE, Albuquerque, NM 87106, at 11:00 a.m., Mountain Daylight Time, and at any postponement(s) or adjournment(s) thereof. These materials were first sent or made availableJanuary 11, 2019 to stockholders on June 26, 2013. You are invited to attend the Annual Meeting and are requested to voteact on the proposals described in this proxy statement (the “Proxy Statement”). The Annualfollowing matters:

·Approval to amend our Certificate of Incorporation to increase the authorized shares of Common Stock that we have authority to issue from 300,000,000 shares to 550,000,000 shares; and 

·Remove Thomas Laws as a director. 

Information about the Special Meeting, will be held atincluding the Albuquerque Marriott Hotel, 2101 Louisiana Blvd., Albuquerque, New Mexico 87110.

What is included in these materials?

These materials include:

If you requested printed versions by mail, these materials also include the proxy card or vote instruction form for the Annual Meeting.

What items will be votedmatters on at the Annual Meeting?

Stockholders will vote on three items at the Annual Meeting:

What are the Board’s voting recommendations?

The Board recommends that you vote your shares:

Where are the Company’s principal executive offices located and what is the Company’s main telephone number?

The Company’s principal executive offices are located at 6100 Uptown NE, Suite 600, Albuquerque, NM 87110. The Company’s main telephone number is (505) 255-4852.

What is the Company’s fiscal year?

The Company’s fiscal year is the 12-month period that ends on June 30. Unless otherwise stated, all information presented in this Proxy Statement is based on the Company’s fiscal calendar.

Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

Pursuant to rules adopted by the SEC, the Company uses the Internet as the primary means of furnishing proxy materials to stockholders. Accordingly, the Company is sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to the Company’s stockholders. Allwhich stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copyact, may be found in the Notice. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. The Company encourages stockholders to take advantagenotice of the availability of the proxy materials on the Internet to help reduce the environmental impact of its annual meetings.

I share an address with another stockholder,special meeting and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?

The Company has adopted a procedure called “householding,” which the SEC has approved. Under this procedure, the Company is delivering a single copy of the Notice and, if applicable, this Proxy Statement and the Annual Reportaccompanying this letter. We look forward to multiplegreeting in person as many of our stockholders as possible.

Only stockholders who share the same address unless the Company has received contrary instructions from one or moreown shares of the stockholders. This procedure reduces the Company’s printing and mailing costs, and the environmental impact of the Company’s annual meetings. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, the Company will deliver promptly a separate copy of the Notice and, if applicable, this Proxy Statement and the Annual Report to any stockholderour Common Stock, at a shared address to which the Company delivered a single copy of any of these documents.

To receive a separate copy of the Notice and, if applicable, this Proxy Statement or the Annual Report, stockholders may write or call the Company at the following address and telephone number:

Investor Relations
Santa Fe Gold Corporation
6100 Uptown NE, Suite 600
Albuquerque, NM 87110
(505) 255-4852

Stockholders who hold shares in “street name” (as described below) may contact their brokerage firm, bank, broker-dealer or other similar organization to request information about householding.

How can I get electronic access to the proxy materials?

The Notice will provide you with instructions regarding how to:

The Company’s proxy materials are also available at the following website www.colonialstock.com/SantaFeGold2013.

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Choosing to receive future proxy materials by email will save the Company the cost of printing and mailing documents to you and will reduce the impact of the Company’s annual meetings on the environment. If you choose to receive future proxy materials by email, you will receive an email message next year with instructions containing a link to those materials and a link to the proxy voting website. Your election to receive proxy materials by email will remain in effect until you terminate it.

Who may vote at the Annual Meeting?

Each share of the Company’s common stock has one vote on each matter. Only stockholders of record as of the close of business on June 7, 2013 (the “Record Date”)November 19, 2018, are entitled to receive notice of to attend, and to vote at the AnnualSpecial Meeting.  All stockholders are cordially invited to attend the Special Meeting in person. However, to assure your representation at the Special Meeting, you are urged to submit your proxy as promptly as possible according to the enclosed instructions, whether or not you plan to attend the Special Meeting. Submission of a proxy does not disqualify a stockholder from attending the Special Meeting and voting in person.

Sincerely yours,

/s/Frank Mueller

Frank Mueller

Chief Financial Officer and Director

SANTA FE GOLD CORPORATION

3544 Rio Grande Blvd. NW

Albuquerque, NM  87107

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

The Special Meeting of Stockholders of Santa Fe Gold Corporation will be held at Holiday Inn Express Airport, 1921 Yale Blvd. SE, Albuquerque, NM 87106, at 11:00 a.m., Mountain Time, January 11, 2019, for the following purpose:

·Approval to amend our Certificate of Incorporation to increase the authorized shares of Common Stock that we have authority to issue from 300,000,000 shares to 550,000,000 shares; and 

·Remove Thomas Laws as a director. 

These business items are described more fully in the Proxy Statement accompanying this Notice. Only stockholders who owned our Common Stock at the close of business on November 19, 2018, can vote at this meeting or any adjournments that may take place. All stockholders are cordially invited to attend the meeting in person. However, to assure your representation at the meeting, you are urged to mark, sign and return the enclosed proxy as promptly as possible in the manner described herein, for that purpose. Your stock will be voted in accordance with the instructions you have given. Any stockholder attending the meeting may vote in person even if he or she has previously returned a proxy. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to attend and vote in person at the meeting, you must obtain from the record holder a proxy issued in your name.

By Order of the Board of Directors,

/s/Frank Mueller

Frank Mueller

Chief Financial Officer and Director

Dated: December 14, 2018

PLEASE DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT AT YOUR EARLIEST CONVENIENCE SO THAT YOUR SHARES WILL BE VOTED IF YOU ARE NOT ABLE TO ATTEND THE SPECIAL MEETING.

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE PROMPTLY COMPLETE, SIGN, AND DATE THE ENCLOSED PROXY CARD, AND RETURN IT TO COLONIAL STOCK TRANSFER COMPANY, INC., ATTENTION AMY PARKER, VIA EMAIL TO ANNUALMEETING@COLONIALSTOCK.COM, FACSIMILE TO (801) 355-6505 OR MAIL TO 66 EXCHANGE PLACE, 1^ST FLOOR, SALT LAKE CITY, UT  84111 OR ONLINE AT WWW.COLONIALSTOCK.COM/PROXY-VOTING-INSTRUCTIONS.COM.

SANTA FE GOLD CORPORATION

PROXY STATEMENT

SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON JANUARY 11, 2019

INFORMATION CONCERNING SOLICITATION AND VOTING

The board of directors (the “Board”) of Santa Fe Gold Corporation (“we,” “us,” “our” or the “Company”) is soliciting proxies in the form enclosed with this proxy statement (“Proxy Statement”) for use at the special meeting (the “Special Meeting”) of stockholders of the Company to be held on January 11, 2019 at 11:00 A.M. mountain time at Holiday Inn Express Airport, 1921 Yale Blvd. SE, Albuquerque, NM 87106, and at any adjournment or postponement thereof. The Company will pay the expenses of soliciting proxies. Proxies may be solicited on our behalf by directors, officers or employees of the Company, without additional remuneration, in person or by telephone, by mail, electronic transmission and facsimile transmission. Brokers, custodians and fiduciaries will be requested to forward proxy soliciting material to the owners of our Common Stock, par value $0.002 (the “Common Stock”), in their names and the Company will reimburse them for their reasonable out-of-pocket expenses for this service.

Only stockholders of record at the close of business on November 19, 2018 (the “Record Date”) are entitled to vote at the Special Meeting. As of the Record Date, there were 117,599,598issued and outstanding 281,928,117 shares of Common Stock. Each outstanding share of Common Stock is entitled to one vote on all matters properly coming before the Special Meeting. All properly executed, unrevoked proxies on the enclosed form of proxy that are received in time will be voted in accordance with the stockholder’s directions and, unless contrary directions are given, will be voted for the proposals (the “Proposals”) described below. Anyone giving a proxy may revoke it at any time before it is exercised by giving the Board written notice of the revocation, by submitting a proxy bearing a later date or by attending the Special Meeting and voting in person.

The presence in person or by properly executed proxies of holders representing one-third of the issued and outstanding shares of the Common Stock entitled to vote is necessary to constitute a quorum for the transaction of business at the Special Meeting. Votes cast by proxy or in person at the Special Meeting will be tabulated by the inspector of elections appointed for the Special Meeting, who will determine whether or not a quorum is present. Shares of Common Stock represented by proxies that are marked “abstain” will be included in the determination of the number of shares present and voting for purposes of determining the presence or absence of a quorum for the transaction of business. Abstentions are not counted as voted either for or against the Proposals. Brokers holding Common Stock for beneficial owners in “street name” must vote those shares according to specific instructions they receive from the owners. However, brokers have discretionary authority to vote on “routine” matters. Absent specific instructions from the beneficial owners in the case of “non-routine” matters, the brokers may not vote the shares. “Broker non-votes” result when brokers are precluded from exercising their discretion on certain types of proposals. Shares that are voted by brokers on some but not all of the matters will be treated as shares present for purposes of determining the presence of a quorum on all matters, but will not be treated as shares entitled to vote at the Special Meeting on those matters as to which instructions to vote are not provided by the owner.

The Board has adopted and approved the Proposals set forth herein as being in the best interest of the Company and recommends that the Company’s common stock issuedstockholders vote “FOR” the Proposals.  This Proxy Statement, the accompanying Notice of Special Meeting and outstanding, held by 797 holdersthe form of record.proxy have been first sent to the stockholders on or about December 14, 2018.

What is the difference between

QUESTION AND ANSWER SUMMARY: ABOUT THE SPECIAL MEETING

Why am I receiving these proxy materials?

You are receiving these proxy materials from us because you were a stockholder of record of Santa Fe Gold Corporation at the close of business on the Record Date (November 19, 2018). As a stockholder of record, you are invited to

attend the Special Meeting and are entitled to and requested to vote on the items of business described in this Proxy Statement.

What is being voted on at the Special Meeting?

The Board is asking stockholders to consider two items at this Special Meeting of stockholders:

·To approve an amendment of the Company’s current Certificate of Incorporation to increase the number of authorized shares of Common Stock from 300,000,000 to 550,000,000; and 

·To remove Thomas Laws as a beneficial ownerdirector.  

Who can vote at the Special Meeting?

The Board has set November 19, 2018 as the Record Date for the Special Meeting. Only persons holding shares of our Common Stock of record at the close of business on the Record Date will be entitled to receive notice of and to vote at the Special Meeting. Each share of our Common Stock will be entitled to one vote per share on each matter properly submitted for vote to our stockholders at the Special Meeting. On the Record Date, there were 281,928,117 shares of our Common Stock outstanding held by a total of approximately 829 stockholders of record.

What constitutes a quorum for the Special Meeting?

To constitute a quorum for the Special Meeting, we need one-third of the issued and outstanding shares of Common Stock entitled to vote to be present, in person or by proxy, including votes as to which authority to vote is withheld, holders of shares heldof Common Stock abstaining, and broker non-votes (where a broker submits a proxy but does not have authority to vote a customer’s shares of Common Stock on one or more matters) on the Proposals, all of which will be considered present at the Special Meeting for purposes of establishing a quorum for the transaction of business at the Special Meeting.

How do I vote?

Registered Stockholders have three voting options: (1) voting at the Special Meeting; (2) completing and sending in street name?the enclosed proxy card via mail, email or facsimile; or (3) casting a vote on the Internet for such shares.

Stockholder of Record

How do I cast my vote on the internet?

Go online atwww.colonialstock.com/SFG2018.

If you vote by Internet, please do not send your sharesproxy card.

Should you have any questions, or need additional assistance with electronic voting, contact Colonial Stock Transfer Company, Inc. at (801) 355-5740 (9:00-5:00 MST).

To whom and how do I send the enclosed proxy card?

There are registered directly inseveral ways to submit your name withproxy card, including by

•by signing and e-mailing your proxy card to the Company’s transfer agent,annualmeeting@colonialstock.com, Attn: Amy Parker; 

•by signing and faxing your proxy card to the Company’s transfer agent at (801) 355-6505, Attn: Amy Parker; or 

•by signing your proxy card and mailing it to the Company’s transfer agent at Colonial Stock Transfer Company, (“Colonial”)Inc., you are considered the stockholder of record with respect to those shares, and the Notice was sent directly to you by the Company. If you request printed copies of the proxy materials by mail, you will receive a proxy card.Attn: Amy Parker, 66 Exchange Place, 1^st floor, Salt Lake City, UT  84111. 

Beneficial Owner of Shares Held in Street Name. If your shares are held in an account atwith a brokerage firm, bank, broker-dealer,dealer, or other similar organization, then you are the “beneficial owner”beneficial owner of shares held in a “street name,”name” and a Notice wasthese proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual

Special Meeting. As a beneficial owner, you have the right to instruct that organizationdirect your broker, bank or other nominee on how to vote the shares held in your account. Those instructionsYou are containedalso invited to attend the Special Meeting. However, since you are not the stockholder of record, you may not vote your shares in a “vote instruction form.” Ifperson at the Special Meeting unless you request printed copiesand obtain a valid proxy card from your broker, bank, or other nominee.

How many votes do I have?

Each record holder of Common Stock is entitled to one vote per share of Common Stock.  

Can I change my vote after I return my proxy card?

Yes. Even after you have submitted your proxy, you may change your vote at any time before the proxy is exercised by filing with our Secretary or President, at the address indicated above, either a written notice of revocation, a duly executed proxy bearing a later date, or if you vote in person at the Special Meeting. The powers of the proxy materials by mail,holders will be suspended if you will receive a vote instruction form.

If I am a stockholder of record ofattend the Company’s shares, how do I vote?

If you are a stockholder of record, there are four ways to vote:

If I am a beneficial owner of shares held in street name, how do I vote?

If you are a beneficial owner of shares held in street name, there are four ways to vote:

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What is the quorum requirement for the Annual Meeting?

One third of the shares entitled to vote at the Annual Meeting must be present at the AnnualSpecial Meeting in person or by proxy forand so request. However, attendance at the transaction of business. This is called a quorum. Your shares will be counted for purposes of determining if there is a quorum if you:

If a quorum is not present, the AnnualSpecial Meeting will be adjourned untilnot by itself revoke a quorum is obtained.previously granted proxy.

How are proxies voted?

All shares represented by valid proxiesAny written notice of revocation sent to us must include the stockholder’s name and must be received prior to the AnnualSpecial Meeting will be voted and, where a stockholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the stockholder’s instructions.effective.

What happens if I do not give specific voting instructions?

Stockholders of Record. If you are a stockholder of record and you:

then the persons named as proxy holders, W. Pierce Carson and Michael P. Martinez, and each of them, will vote your shares in the manner recommended by the Board on all matters presented in this Proxy Statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting.

Beneficial Owners of Shares Held in Street Name. If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions then, under applicable rules, the organization that holds your shares may generally vote on “routine” matters but cannot vote on “non-routine” matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, that organization will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a “broker non-vote.”

Which ballot measures are considered “routine” or “non-routine”?

The ratification of the appointment of Stark Schenkein, LLP as the Company’s independent registered public accounting firm for firm for the fiscal years ending June 30, 2012 and 2013 (Proposal No. 3) is a matter considered routine under applicable rules. A broker or other nominee may generally vote on routine matters, and therefore no broker non-votes are expected to exist in connection with Proposal No. 3.

The election of directors (Proposal No. 1) and the non-binding advisory resolution approving the Company’s executive compensation (Proposal No. 2) are matters considered non-routine under applicable rules. A broker or other nominee cannot vote without instructions on non-routine matters, and therefore broker non-votes may exist in connection with Proposals No. 1 and No. 2.

What is the voting requirementrequired to approve each of the proposals?Proposals?

To approve the Election(i) amendment to the Company’s Certificate of Directors,Incorporation to increase the five nominees receivingnumber of authorized shares of Common Stock and (ii) the most “For” votes fromremoval of Mr. Laws as a director, we must receive the holdersaffirmative vote of a majority of all of the shares present in person or represented by proxyof our Common Stock issued and outstanding and entitled to vote onfor the Election of Directors willProposals to be elected, regardless of whetherapproved.  This means that number representsan abstention or a majority of the votes cast. Abstentions and broker non-votes will have no effect on the outcome of the election of directors.

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To approve the Ratification of Public Accountants (Proposals No. 3), we must receive “For” votes from the holders of a majority of shares present at the Annual Meeting, either in person or by proxy, and entitled to vote at the meeting. Abstentions will have the same effect as a vote “Against” the proposal. Broker non-votesProposals.

No stockholder will not have an effect onappraisal or dissenters rights with respect to the outcomeProposals.  

What is a “broker non-vote”?

Under the rules that govern brokers who have record ownership of shares that are held in street name for their clients, who are the beneficial owners of the Ratificationshares, brokers have the discretion to vote such shares on routine matters (such as ratification of Public Accountants.the appointment of independent accountants), but not on non-routine matters (such as stockholder proposals). Thus, if you do not otherwise instruct your broker, the broker may turn in a proxy card voting your shares “FOR” routine matters but not non-routine matters. A “broker non-vote” occurs when a broker expressly instructs on a proxy card that it is not voting on a matter, whether routine or non-routine.

How are broker non-votes and abstentions treated?counted?

Broker non-votes and abstentions arewill be counted for purposes of determining whether a quorum is present. Only “FOR” and “AGAINST” votes are counted for purposesthe purpose of determining the presence or absence of a quorum for the transaction of business, but they will not be counted in tabulating the voting result for the Proposals.  As described above, a broker non-vote will have the same effect as a vote “Against” the Proposals.

How are abstentions counted?

If you return a proxy card that indicates an abstention from voting on the Proposals, the shares represented will be counted for the purpose of determining both the presence of a quorum and the total number of votes receivedcast with respect to the Proposals, but they will not be voted on any matter at the Special Meeting. In the absence of controlling precedent to the contrary, we intend to treat abstentions in this manner. As described above, an abstention will have the same effect as a vote “Against” the Proposals.

How does the Board recommend that I vote?

Our Board unanimously recommends that our stockholders vote “FOR” the Proposals to be presented at the meeting.

Other Matters

If you hold your shares of Common Stock in street name, your broker or nominee may not be permitted to exercise voting discretion with respect to some of the matters to be acted upon. Thus, if you do not give your broker or nominee specific instructions, your shares of Common Stock may not be voted on the Proposals and will not be counted in determining the number of shares of Common Stock necessary for approval. Shares of Common Stock represented by such broker non-votes will, however, be counted in determining whether there is a quorum.

The Company’s transfer agent is Colonial Stock Transfer Company, Inc. Votes cast by proxy will be counted by Colonial Stock Transfer Company, Inc.  Votes cast by persons attending the Special Meeting will be counted by the independent person that we will appoint to act as election inspector for the Special Meeting.  The cost of soliciting proxies will be borne by the Company.  In addition to soliciting stockholders by mail and through its regular employees, the Company will request that banks and brokers and other persons representing beneficial owners of the shares forward the proxy solicitation material to such beneficial owners and the Company may reimburse these parties for their reasonable out-of-pocket costs.  The Company may use the services of its officers, directors and others to solicit proxies, personally or by telephone, facsimile or electronic mail, without additional compensation.

Neither Delaware law nor our Certificate of Incorporation or bylaws provide our stockholders with dissenters’ rights in connection with each proposal.

With respect to eachthe amendment of the Certificate of Incorporation.  

PROPOSAL I – APPROVAL OF AN AMENDMENT TO INCREASE THE NUMBER OF AUTHORIZED COMMON SHARES

Our Board proposes that you approve an amendment of our Certificate of Incorporation to increase the number of authorized shares of Common Stock from the current 300,000,000 shares to a new total of 550,000,000 shares.  The current issued and outstanding number of shares of Common Stock is 281,928,117.  We have reserved 15,321,635 shares to be issued under an existing transfer agent reservation (4,520,000 shares are underlying outstanding warrants and options exercisable at prices ranging from $0.07 to $0.15, the latest of which expires in February 2020) and the Company is required to issue 71,840,345 shares of Common Stock (53,840,345 shares as a result of $4,307,229 of funding raised between July 2017 and May 2018 at a price of $0.08 per share). We have no current plans to issue any other proposals, broker non-votesshares of Common Stock.  

Reasons for Amendment to Certificate of Incorporation

Currently, the Company’s Certificate of Incorporation authorizes the issuance of 300,000,000 shares of Common Stock.  As of the Record Date, there were 281,928,117 shares of Common Stock issued and abstentionsoutstanding, we have reserved 15,321,635 shares to be issued under an existing transfer agent reservation and 71,840,345 shares of Common Stock that are required to be issued.  As of the Record Date, we have 2,750,248 available shares of Common Stock authorized for issuance.

The Board is considering, and will continue to consider, various financing options, including the issuance of Common Stock or securities convertible into Common Stock, from time to time to raise additional capital necessary to support future growth of the Company. As a result of the increase in authorized shares of Common Stock, the Board will have no effectmore flexibility to pursue opportunities to engage in possible future capital market transactions involving Common Stock or other securities convertible into Common Stock, including, without limitation, public offerings or private placements of Common Stock or securities convertible into Common Stock.

In addition, the Company’s growth strategy may include the pursuit of selective acquisitions to execute our business plan. The Company could also use the additional Common Stock for potential strategic transactions, including, among other things, acquisitions, strategic partnerships, joint ventures, business combinations and investments.

We do not presently have any agreements, commitments or arrangements regarding the 250,000,000 shares of our Common Stock that would be newly authorized upon the increase to our authorized Common Stock, other than our plan to issue 71,840,345 shares of Common Stock immediately upon approval of the amendment to increase the number of authorized common shares, if so approved.  The Common Stock does not have any cumulative voting, preemptive, subscription or conversion rights.

The Effects, if any, on determining whether the affirmative vote constitutes a majorityIncrease in the Company’s authorized shares of Common Stock

The amendment will not affect the relative voting power or equity interest of any stockholder, except that the 71,840,345 shares of Common Stock to be issued upon approval of the amendment to increase the number of authorized common shares, if so approved, will dilute the relative voting power of the Company shares of Common Stock currently outstanding. However, additional shares of Common Stock would continue to be available for issuance from time to time in the future.  The shares issued, pursuant to the increase in the authorized shares, will dilute the percentage ownership interest of existing holders of our Common Stock and the value of the shares presentheld by such stockholders may be diluted.

The Company’s Certificate of Incorporation presently authorizes 300,000,000 shares of Common Stock. The adoption of the amendment to the Company’s Certificate of Incorporation will increase the authorized number of shares of Common Stock from 300,000,000 to 550,000,000.  

For illustrative purposes only, the following table shows the effect on our authorized shares of Common Stock as a result of the amendment:

_________________

⁽¹⁾This does not include (i) 15,321,635 shares to be issued under an existing transfer agent reservation and (ii) 71,840,345 shares of Common Stock that are required to be issued once the amendment to the certificate of incorporation is effective. 

⁽²⁾This does not include 15,321,635 shares to be issued under an existing transfer agent reservation, but does include 71,840,345 shares of Common Stock that are required to be issued once the amendment to the certificate of incorporation is effective. 

⁽³⁾Assumes issuance of (i) 15,321,635 shares to be issued under an existing transfer agent reservation and (ii) 71,840,345 shares of Common Stock that are required to be issued once the amendment to the certificate of incorporation is effective. 

As a result of the amendment, additional shares of Common Stock will be available from time to time in the future, for any proper corporate purpose, including equity financings, stock splits, stock dividends, acquisitions, stock option plans and other employee benefit plans, and for strategic transactions. We believe that the availability of the additional shares will provide us with the flexibility to meet business needs as they arise, to take advantage of favorable opportunities and to respond to a changing corporate environment.  

The increased proportion of unissued authorized shares to issued shares could also, under certain circumstances, have an anti-takeover effect.  For example, the issuance of a large block of Common Stock could dilute the ownership of a person seeking to effect a change in the composition of our Board or represented by proxycontemplating a tender offer or other transaction.  However, the increase in authorized capital stock has not been authorized in response to any effort of which the Company is aware to accumulate shares of our capital stock to obtain control of the Company. The Board is not aware of any attempt, or contemplated attempt, to acquire control of the Company.

The Board does not currently contemplate recommending the adoption of any other amendments to our Certificate of Incorporation that could be construed to reduce or interfere with the ability of third parties to take over or change the control of our Company.  Additionally, the Company has no current plans to use the newly authorized shares of Common Stock in connection with any merger, consolidation, or other business combination transaction.

Interest of the Directors and votingExecutive Officers in the Increase in Authorized Capital Stock

The current officers and executive directors of the Company do not have any substantial interest, direct or indirect, in the amendment to our Certificate of Incorporation, other than the issuance of 18,000,000 shares to Mr. Adair, which shares are part of the 71,840,345 shares to be issued upon the amendment of the certificate of incorporation, if approved.

Form of Amendment of Article IV of the Certificate of Incorporation.

Attached hereto as Exhibit “A” is a form of amended Article Fourth to the Certificate of Incorporation and the only change from the existing Article Fourth is the change from authorized Common Stock of 300,000,000 shares to the authorized Common Stock of 550,000,000 shares.   

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” APPROVAL OF THE AMENDMENT TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 300,000,000 SHARES TO 550,000,000 SHARES.

PROPOSAL II – REMOVAL OF THOMAS LAWS AS A DIRECTOR

Our Board proposes that you approve the removal of Thomas Laws as a director.  

Mr. Laws is a former chief executive officer of the Company who entered into a secured promissory note in the principal amount of $930,000 in favor of the Company on September 19, 2018, bearing interest at the Annual Meeting. However, approvalannual rate of 4% and maturing September 30, 2018.  The Company requested Mr. Laws to execute the note as a result of a determination that he owed the Company money.  Subsequently, pursuant to a special committee investigation, it was determined that Mr. Laws owes the Company $1,335,046, excluding penalty and accrued interest, of which Mr. Laws has paid $375,000 to the Company, and the Company has credited Mr. Laws an additional $4,660 as a result of a credit.

In November 2018, Santa Fe filed a complaint in Luna County District Court, State of New Mexico, requesting a $930,000 money judgment against Mr. and Mrs. Laws, in addition to foreclosing on the mortgage Mr. and Ms. Laws granted to Santa Fe on real property to secure the promissory note located in Luna County, New Mexico. 

In November 2018, Santa Fe filed a similar complaint in Grant County District Court, State of New Mexico, as Mr. and Mrs. Laws and XYZ Ranch Estates, LLC granted Santa Fe a deed of trust and a mortgage, respectively, on several pieces of real property in Grant County, New Mexico. Mr. Laws also granted Santa Fe a security agreement on an airplane located in Grant County, New Mexico.  The complaint in Grant County requested a money judgment in the amount of $930,000 against Mr. and Mrs. Laws, in addition to a request to foreclose on the assets pledged to us located in Grant County, New Mexico. 

As a result of these other proposals also requiresfinancial transactions and ensuing litigation, the affirmative voteboard of directors has concluded that it is in the best interest of the Company to remove Mr. Laws as a director.  The Company’s certificate of incorporation and bylaws require the approval from holders of a majority of the issued and outstanding shares necessary to constitute a quorum, and therefore broker non-votes and abstentions could prevent the approval of these proposals because they do not count as affirmative votes.

In order to minimize the number of broker non-votes, the Company encourages you to vote or to provide voting instructions to the organization that holds your shares by carefully following the instructions provided in the Notice.

Can I change my vote after I have voted?

You may revoke your proxy and change your vote at any time before the final vote at the Annual Meeting. You may change your vote on a later date via the Internet or by telephone (in which case only your latest Internet or telephone proxy submitted prior to the Annual Meeting will be counted), by signing and returning a new proxy card or vote instruction form with a later date, or by attending the Annual Meeting and voting in person. However, your attendance at the Annual Meeting will not automatically revoke your proxy unless you properly vote at the Annual Meeting or specifically request that your prior proxy be revoked by delivering to the Company’s General Counsel at 6100 Uptown NE, Suite 600, Albuquerque, NM 87110 a written notice of revocation prior to the Annual Meeting.

Who will serve as the inspector of election?

Two representatives from the Company will serve as inspectors of election.

Is my vote confidential?

Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within the Company or to third parties, except:

Occasionally, stockholders provide written comments on their proxy cards, which may be forwarded to the Company’s management and the Board.

Where can I find the voting results of the Annual Meeting?

The preliminary voting results will be announced at the Annual Meeting. The final voting results will be tallied by the inspectors of election and published in the Company’s Current Report on Form 8-K, which the Company is required to file with the SEC within four business days following the Annual Meeting.

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Who is paying for the cost of this proxy solicitation?

The Company is paying the costs of the solicitation of proxies. The Company must also pay brokerage firms, banks, broker-dealers or other similar organizations representing beneficial owners of shares held in street name certain fees associated with:

In addition to soliciting proxies by mail, certain of the Company’s directors, officers and regular employees, without additional compensation, may solicit proxies on the Company’s behalf.

How can I attend the Annual Meeting?

Only stockholders as of the Record Date are entitled to attend the Annual Meeting. Admission will be on a first-come, first-served basis. Registration will begin at 9:30 a.m. Mountain Daylight Time on the date of the Annual Meeting, and each stockholder must present valid picture identification such as a driver’s license or passport and may be asked to provide proof of stock ownership as of the Record Date. The use of mobile phones, pagers, recording or photographic equipment, tablets and/or computers is not permitted in the meeting rooms at the Annual Meeting.

What is the deadline to propose actions for consideration or to nominate individuals to serve as directors at the 2013 annual meeting of stockholders?

Requirements for Stockholder Proposals to Be Considered for Inclusion in the Company’s Proxy Materials. Stockholder proposals to be considered for inclusion in the proxy statement and form of proxy relating to the 2013 annual meeting of stockholders must be received no later than August 15, 2013. In addition, all proposals will need to comply with Rule 14a-8 under the Securities Exchange Act of 1934 (the “Exchange Act”), which lists the requirements for the inclusion of stockholder proposals in company-sponsored proxy materials. Stockholder proposals must be delivered to the Company’s General Counsel by mail at 6100 Uptown NE, Suite 600, Albuquerque, NM 87110.

Requirements for Stockholder Proposals to Be Brought Before the 2013 Annual Meeting of Stockholders and Director Nominations. Notice of any proposal that a stockholder intends to present at the 2013 annual meeting of stockholders, but does not intend to have included in the proxy statement and form of proxy relating to the 2013 annual meeting of stockholders, as well as any director nominations, must be delivered to the Company’s General Counsel by mail at 6100 Uptown NE, Suite 600, Albuquerque, NM 87110 not earlier than the close of business on July, 1, 2013 and not later than the close of business on August 31, 2013. In addition, the notice must set forth the information required by the Company’s bylaws with respect to each director nomination or other proposal that the stockholder intends to present at the 2013 annual meeting of stockholders.

DIRECTORS,EXECUTIVEOFFICERSANDCORPORATEGOVERNANCE

The Board of Directors currently consists of three members. John E. Frost has informed the Board that he does not intend to stand for re-election at the meeting due to reasons other than any disagreement with the Company on any matter relating to its operations, policies or practices.

Our amended bylaws provides that all directors are to be elected annually. At the Annual Meeting, the stockholders will elect five directors to serve until the next annual meeting of stockholders, and until their respective successors are duly elected and qualified. Stockholders are not entitled to cumulate votes in the election of directors and may not vote for a greater number of persons than the number of nominees named. Listed below are the Company’s five nominees to serve on its Board of Directors (the “Board Nominees”), which includes two current directors. The Board has nominated each for election at the Annual Meeting. Each of the directors elected at the Annual Meeting will serve a one-year term. At the Annual Meeting, proxies cannot be voted for a greater number of individuals than the five nominees named in this Proxy Statement.

The Board Nominees comprise a diverse group of individuals with diverse management experience, including strategic and financial planning, public company financial reporting, legal, compliance, risk management and leadership development. Many of the directors also have experience serving as executive officers, or on boards of directors and board committees of other public companies, and have an understanding of corporate governance practices and trends. One director has experience as member of a leading mining related academic institution. Each Director Nominee brings a unique perspective to the Board. The biographies below describe the skills, qualities, attributes and experience of each of the Director Nominees that led the Board to determine that it is appropriate to nominate these directors.

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The Board and its Nominating and Corporate Governance Committee (the “Nominating Committee”) believe the skills, qualities, attributes and experience of its directors provide the Company with business acumen and a diverse range of perspectives to engage each other and management to effectively address the evolving needs of the Company and represent the best interests of the Company’s stockholders.

The names of the nominees, their ages as of June 7, 2013, and other information about them are set forth below:

Each of our directors is serving a term which expires at the next annual meeting of stockholders and until his or her successor is elected and qualified or until he or she resigns or is removed.

Our directors and officers have held their principal occupations as set out above during at least the last five years, except as described below:

W. Pierce Carson, age 69,was named President and Chief Executive Officer and a director of the Company in October 2003, and also has served as Chairman since the death of Lawrence G. Olson in April 2012. Dr. Carson has 35 years of international mining experience and has managed the discovery, financing, development and operation of precious metals, base metals and industrial mineral properties in the United States, Australia and other countries. From 1981 to 2000, he worked for Nord Pacific Limited and Nord Resources Corporation in senior management capacities, including president and chief executive officer. Prior to 1981, he managed exploration programs for Exxon Minerals Company and Kennecott Copper Company. Dr. Carson holds a Bachelors Degree in Geology from Princeton University, and M.S. and Ph.D. Degrees in Economic Geology from Stanford University.

Erich Hofer,age 52, joined our board of directors in August 2012. Mr. Hofer is a finance and management executive with over 30 years of international business experience in engineering, energy, manufacturing and financial services. As principal of HFE MAC LLC since 2007, he provides management and advisory services to public and private companies and has assumed key management roles for clients, several of which have been natural resources companies. From 1999 to 2007, Mr. Hofer was CFO for three Swiss technology, manufacturing and energy management companies, and from 1995 to 1998 was financial controller for Zurich State Bank. He also served as Chief of Logistics, Colonel and a Member of General Staff in the Swiss Army. Mr. Hofer holds a MBA Degree from the University of Chicago, and three degrees, including Master of Finance, Bachelor of Economics and Bachelor of Engineering from universities in Switzerland.

Michael B. Heeley,age 47, a director-nominee, has extensive mining related academic experience. Since 2004, Mr. Heeley has been an Assistant or Associate Professor (with tenure), at the Division of Economics and Business of the Colorado School of Mines, where he also serves as Chair of the Engineering and Technology Management Program. From 1999 until 2004, Professor Heeley served as Assistant Professor of Management, Jones Graduate School of Management, Rice University. Dr. Heeley holds a B.Eng. (Hons), Mining Engineering degree from the Camborne School of Mines, a M.S., Mining Engineering degree from the Mackay School of Mines, University of Nevada–Reno, a M.S., Statistics from the University of Washington, and Ph.D., Strategic Management from the University of Washington School of Business Administration.

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Glenn I. Henricksen, Jr., age 54,a director-nominee, has over 30 years of global experience as a senior Wall Street asset manager and financing professional. Mr. Henricksen has resided in Hong Kong since 2001. With CIF Consultants and Asia Technology Management he has served as a financing specialist and risk management consultant for senior banks and institutions as well as for emerging high growth companies preparing to list on Asian stock exchanges. He is a member of the boards of directors of a number of civic and commercial organizations in Asia and Europe. Previous to 2001, Mr. Henricksen was employed as an investment officer for the African Development Bank during 2000 and 2001. From 1997 until 2000, he served as Managing Director – Risk Management for Bear Stearns & Company based in Honk Kong. From 1992 until 1997, he served as Principal Portfolio Manager for BlackRock Financial Management. Mr. Henricksen holds FINRA Series 7 and 79 securities licenses, and received BS and MBA Degrees from the State University of New York at Buffalo.

Jakes Jordaan,age 52, a director nominee and Chairman-nominee, has been involved in a wide array of corporate finance and strategic transactions as either a lawyer, investment banker or chief executive officer. Since 2000, Mr. Jordaan has engaged in the private practice of corporate finance and securities law as a member of The Jordaan Law Firm, PLLC, Dallas, Texas, a law firm specializing in corporate finance, securities and complex business litigation. Mr. Jordaan is the past Chairman of the Securities Section of the Dallas Bar Association and is a member of the Texas Bar Association. Since 2010, Mr. Jordaan served as a Managing Director of Stonegate Securities, Inc., a full-service investment banking boutique dedicated to serving the specialized needs of small-cap public companies. Mr. Jordaan holds a FINRA Series 79 Investment Banking Representative license. From 2003 until 2007, Mr. Jordaan served as a director of The UniMark Group, Inc., a multi-national grower, distributor and marketer of processed fruit and citrus products. From 2006 until 2007, he also served and chairman and Chief Executive Officer of the UniMark Group, Inc., where he coordinated the sale of UniMark’s packaged foods division to Del Monte Foods, Inc. Mr. Jordaan holds a BA degree (Economics) from Southern Methodist University, a BBA degree from the SMU Cox School of Business and aJuris Doctor degree from the SMU School of Law.

Role of the Board; Corporate Governance Matters

The Board oversees the Company’s CEO and other senior management in the competent and ethical operation of the Company and assures that the long-term interests of the stockholders are being served. Santa Fe has adopted corporate governance guidelines that outline, among other matters, the role of the Board, and the responsibilities of various Board committees. These guidelines assure that the Board will have the necessary authority and practices in place to review and evaluate the Company’s business operations as needed and to make decisions that are independent of the Company’s management, and are also intended to align the interests of directors and management with those of the Company’s stockholders. These guidelines establish practices the Board intends to follow with respect to board composition and selection, board meetings and involvement of senior management, Chief Executive Officer performance evaluation and succession planning, and board committees and compensation.

The Guidelines were adopted by the Board to, among other things, reflect changes to the legal and regulatory requirements, including the NASDAQCommon Stock Market (“NASDAQ”) listing standards and Securities and Exchange Commission (“SEC”) rules, and evolving best practices and other developments.

These guidelines are available for review on the Company’s website at www.santafegold.com/corporate/governance.

Independence of the Board of Directors

Although we are not listed on the NASDAQ Capital Market (“NASDAQ”), we have chosen to apply the listing standard of NASDAQ in determining the independence of our directors. The Board consults with counsel to ensure that the Board’s determinations are consistent with all relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of NASDAQ, as in effect from time to time.

Consistent with these considerations, after review of all relevant transactions or relationships between each director, or any of his family members, and us, our senior management and our independent registered public accounting firm, the Board affirmatively has determined that all of our directors and director-nominees are independent and unaffiliated directors within the meaning of the applicable NASDAQ listing standards, except Mr. Jakes Jordaan, our Chairman-nominee, and Dr. W. Pierce Carson, our Chief Executive Officer.

Board of Directors’ Role in Risk Oversight

As a minerals exploration and production company, the risks facing Santa Fe change rapidly and must be the attention of all board members and committees as well as management. For example, the Board as a whole must review enterprise risk in the decisions on strategies, budgets and financial activities. The Audit Committee also has an essential role in reviewing specific financial and operational risks and management issues. The Compensation and Nominations Committee must actively assess the risks associated with executive and employee compensation plans.

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Within the Company, the entire executive management team shares in the responsibility of risk assessment and management. In that role, each member of the management team has direct access to the Board or to specific board committees to ensure a full and complete communication of risk issues. For example, the Audit Committee routinely meets directly and confidentially with the Chief Financial Officer.

Limits to Service on Other Boards

The Board has adopted a policy that no director may serve on more than three additional public company boards without the express approval from the Board.

Board Meetings and Committees

During fiscal 2012, our board met once and took action by unanimous consent eight times. All of our directors attended at least 75% of the meetings of our board and its assigned committees during 2012. We strongly encourage our directors to attend annual meetings, but we do not have a formal policy regarding attendance.

Our entire board considers all major decisions concerning our business. Our board has also established committees so that certain matters can be addressed in more depth than may be possible at a full board meeting. Our board’s current standing committees are as follows, with the “X” denoting the members of the committee:

___________________
(1) Chairman

Our board has adopted a charter for each committee. The charters are available on our website atwww.santafegoldcorp.com. The information contained on our website is not, and should not be considered, a part of this financial statement. The information below sets out the current members of each of our board committees and summarizes the functions of each of the committees.

Nominating and Corporate Governance Committee

The primary purposes of the committee are:

• identifying individuals qualified to become directors;
• monitoring the implementation of our corporate governance guidelines; and
• overseeing the evaluation of our management and our board.

The committee currently consists of Messrs. Carson and Frost, with Mr. Carson serving as chairman. We anticipate adding an independent director as a member of the committee prior to our next annual meeting of stockholders.

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The committee was constituted in May 2007, and did not meet during fiscal 2012.

The committee is responsible for identifying individuals qualified to become directors and for evaluating potential or suggested director nominees.

The committee plans to perform a preliminary evaluation of potential candidates primarily based on the need to fill any vacancies on our board, the need to expand the size of our board and the need to obtain representation in key market areas. Once a potential candidate is identified that fills a specific need, the committee plans to perform a full evaluation of the potential candidate. This evaluation will include reviewing the potential candidate’s background information, relevant experience, willingness to serve, independence and integrity. In connection with this evaluation, the committee may interview the candidate in person or by telephone. After completing its evaluation, the committee will make a recommendation to the full board as to the persons who should be nominated by our board. Our board determines the nominees after considering the recommendations and a report of the committee.

To date, the committee has not paid a fee to any third party to assist in the process of identifying or evaluating director candidates.

Audit Committee

The primary purposes of the committee are:

• assisting our board in fulfilling its oversight responsibilities by reviewing the financial information to be provided to stockholders and others;
• overseeing and evaluating our system of internal controls established by management; and
• supervising the audit and financial reporting process (including direct responsibility for the appointment, compensation and oversight of the independent auditors engaged to perform the annual audit and quarterly reviews with respect to our financial statements).

Audit Committee Report

The following is the report of the Audit Committee with respect to the Company’s audited financial statements for the year ended June 30, 2012. The information contained in this report shall not be deemed “soliciting material” or otherwise considered “filed” with the SEC, and such information shall not be incorporated by reference into any future filing under the Securities Act or the Exchange Act except to the extent that the Company specifically incorporates such information by reference in such filing.

The committee currently consists of Messrs. Hofer and Frost, with Mr. Hofer serving as chairman. We anticipate adding an independent director as a member of the committee prior to our next annual meeting of stockholders. Mr. Hofer and Mr. Frost are “independent” under the NASDAQ listing standards and applicable SEC rules. Mr. Hofer qualifies as an “audit committee financial expert” as defined by the rules promulgated by the SEC. Mr. Frost may not be an “audit committee financial expert” under the SEC rules. Prior to April 2012, Mr. Olson served as chairman of the Audit Committee. Mr. Olson may not have met prescribed independence standards nor satisfied the criteria for an audit committee financial expert under the rules of the SEC. Each Audit Committee member is able to read and understand fundamental financial statements, including our consolidated balance sheet, consolidated statement of operations and consolidated statement of cash flows.

The Audit Committee is responsible primarily for assisting the Board in fulfilling its oversight responsibility of reviewing the financial information that will be provided to stockholders and others, appointing the independent registered public accounting firm, reviewing the services performed by the Company’s independent registered public accounting firm and internal audit department, evaluating the Company’s accounting policies and the Company’s system of internal controls that management and the Board have established, and reviewing significant financial transactions. The Audit Committee does not itself prepare financial statements or perform audits, and its members are not auditors or certifiers of the Company’s financial statements.

In fulfilling its oversight responsibility of appointing and reviewing the services performed by the Company’s independent registered public accounting firm, the Audit Committee carefully reviews the policies and procedures for the engagement of the independent registered public accounting firm, including the scope of the audit, audit fees, auditor independence matters and the extent to which the independent registered public accounting firm may be retained to perform non-audit related services.

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The Company maintains an auditor independence policy that bans its auditors from performing non-financial consulting services, such as information technology consulting and internal audit services. This policy mandates that the Audit Committee approve the audit and non-audit services and related budget in advance, and that the Audit Committee be provided with quarterly reporting on actual spending. This policy also mandates that the Company may not enter into auditor engagements for non-audit services without the express approval of the Audit Committee.

The Audit Committee has reviewed and discussed the audited financial statements for the year ended June 30, 2012 with the Company’s management and Stark Schenkein, LLP, the Company’s independent registered public accounting firm (“Stark”). The Audit Committee has also discussed with Stark the matters required to be discussed by the Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1, AU Section 380), as adopted by the Public Company Accounting Oversight Board (United States) in Rule 3200T regarding “Communication with Audit Committees.”

The Audit Committee also has received and reviewed the written disclosures and the letter from Stark required by applicable requirements of the Public Company Accounting Oversight Board regarding Stark’s communications with the Audit Committee concerning independence, and has discussed with Stark its independence from the Company.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the financial statements referred to above be included in the Annual Report.

The Audit Committee met four times during fiscal 2012.

Compensation Committee

The primary purposes of the committee are:

• reviewing and approving annually the corporate goals and objectives relevant to our chief executive officer, other executive officers and our board;
• evaluating the performance of our chief executive officer, other executive officers and our board in light of these goals and objectives; and
• recommending the compensation levels for our chief executive officer, other executive officers and our board.

The committee also prepares a report each year in conformity with the rules of the SEC for inclusion in our annual proxy statement.

The committee currently consists of Messrs. Hofer and Frost, with Mr. Frost serving as chairman. We anticipate adding an independent director as a member of the committee prior to our next annual meeting of stockholders. Messrs Frost and Hofer are “independent” under the NASDAQ listing standards and applicable SEC rules. Until April 2012, Mr. Olson served on the committee. Mr. Olson may not have met prescribed independence standards. The committee was constituted in May 2007, and met once during fiscal 2012.

The committee has the sole authority to oversee the administration of compensation programs applicable to our executive officers and directors. Executive compensation will be reviewed at least annually by the committee. Director compensation is reviewed periodically by the committee as its members deem appropriate. The committee may delegate some or all of its authority to subcommittees when it deems appropriate.

Compensation Committee Interlocks and Insider Participation

None of the members of our Compensation Committee is an officer or employee of the Company. None of our executive officers serves as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our board of directors or Compensation Committee.

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Compliance with Section 16(a) of The Securities Exchange Act of 1934

Based solely on our review of the copies of such forms we received, or written representations from certain reporting persons, we believe that, during the fiscal year ended June 30, 2012, our officers, directors and greater than ten percent beneficial owners complied with all applicable filing requirements.

Code of Business Conduct

Our board has adopted a code of business conduct that is applicable to all members of our board, our executive officers and our employees. We have posted our code of business conduct on our website atwww.santafegoldcorp.com.

Code of Ethics for CEO and Senior Financial Officers

Effective June 15, 2006, we adopted a Code of Ethics for CEO and Senior Financial Officers that applies to our CEO and all officers. This code was filed as an exhibit to our Annual Report on Form 10-KSB for the year ended June 30, 2006. The code summarizes the legal, ethical and regulatory standards that we must follow and is a reminder to our directors and officers of the seriousness of that commitment. Compliance with this code and high standards of business conduct is mandatory for each of our officers. As adopted, our Code of Ethics sets forth written standards that are designed to deter wrongdoing and to promote:

We will provide a copy of the Code of Ethics to any person without charge, upon request. Requests can be sent to: Santa Fe Gold Corporation, 6100 Uptown Blvd NE, Suite 600, Albuquerque, NM 87110.

EXECUTIVECOMPENSATION

COMPENSATIONDISCUSSION ANDANALYSIS

The individuals who served as our principal executive officer and principal financial officer during the year ended June 30, 2012, as well as the other individuals included in the Summary Compensation Table below, are referred to as “named executive officers” throughout this Compensation Discussion and Analysis.

Overview of Compensation Philosophy, Objectives and Policies.

Our compensation philosophy, which is set by the Compensation Committee, attempts to meet two main objectives when we designed our executive and employee compensation. First, the program is intended to be fully competitive so that we may attract, motivate and retain talented executives and key employees. Second, the program is intended to create an alignment of interests between our executives and key employees, on the one hand, and our stockholders, on the other, such that a portion of each executive’s or key employee’s compensation consists of equity awards. In this manner, if the price of our stock increases over time, our executive officers, key employees and our stockholders will benefit. The compensation program is designed to reward performance that supports our principles of building stockholder value, and may also recognize individual performance from time to time. The Compensation Committee is vested with the authority to review and recommend the compensation program structure and level of compensation for the executive officers, directors and key employees of our Company.

Our present compensation structure for the named executive officers generally consists of salary and incentive compensation. The incentive component consists of a short-term cash portion and a long-term equity portion. We believe the present - 12 - structure achieves our compensation objectives; however, the Compensation Committee continues to consider additional ways to ensure consistency and enhance our Company’s compensation program and may add additional components or policies in order to assist our Company in achieving its compensation goals more effectively or efficiently. We believe that the present compensation structure appropriately aligns the interests of the executives and key employees with our stockholders by encouraging equity ownership through awards of stock options and stock grants to executive officers and key employees and to motivate our named executive officers and other key employees to contribute to an increase in stockholder value. While equity ownership is highly encouraged, we do not presently have a policy that requires our named executive officers or directors to own shares of our stock.remove Mr. Laws.

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” APPROVAL OF THE REMOVAL OF THOMAS LAWS AS A DIRECTOR.

Annually the Compensation Committee reviews and recommends to the Board the level of compensation for the named executive officers and key employees. Our CEO reports to the Committee regarding the individual performance of the other named executive officers. Additionally, the Committee considers recommendations from the named executive officers regarding incentive compensation for key employees who report to that executive officer.

Elements and Mix of CompensationSECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The Compensation Committee does not utilize an exact calculation in determining the breakdown of executive compensation among base pay, bonus pay and other forms of compensation; rather, the Compensation Committee takes into consideration all forms of compensation together. When making decisions about individual compensation packages, our consideration of base salary ranges for the named executive officers is primarily based upon negotiations with that officer, taking into consideration work experience, individual and overall Company performance, level of responsibility, impact on the business, tenure, potential for advancement within the organization and the potential liability of being an officer of a public corporation. Annual salaries for newly-hired executives are determined at the time of hire taking into account the above factors other than tenure. Changes in an executive’s base salary may also take into consideration recent compensation, including bonuses and equity-based compensation.

Cash bonuses are a form of short-term incentive compensation, which may be recommended by the Compensation Committee at its discretion, based on individual and overall Company performance. There is no specific bonus plan or policy in place setting forth timing of awards or establishing specific performance objectives. The Compensation Committee, at its discretion, determines and recommends the amounts and timing of any bonus awards. If applicable, and at the sole discretion of the Compensation Committee, a “merit-based” bonus may be recommended based on criteria such as exceptional individual and overall Company performance, assuming additional responsibility without an increase in base compensation, or such other criteria which the Compensation Committee may determine from time to time.

The long-term equity compensation component of our compensation program is comprised of equity awards and makes up a significant part of our named executive officers’ compensation package. Under our 2007 Equity Incentive Plan, we are authorized to issue qualified incentive stock options, non-qualified stock options, to make grants of stock and award grants of restricted stock to the officers, directors and key employees of our Company, including the named executive officers. There is no specific policy or procedure in place setting forth the timing or amount of awards, although the outstanding awards and future compensation are reviewed at least annually. The Compensation Committee, at its discretion, determines and recommends the amounts and timing of any equity awards. The stock options are priced based on the closing market price of our common stock on the grant date, which is the date the Board approves the award.

Additional benefits provided to executive officers and key employees as part of their compensation packages include health, life and disability insurance. To the extent the named executive officers participate in these programs, they do so generally on the same basis as our other employees. Our named executive officers do not receive perquisites and we do not maintain any non-equity incentive plans, other than our cash bonus incentives described previously, nor do we maintain any deferred compensation plans.

The compensation for our directors is structured similar to that of our named executive officers. Specifically, our directors receive a combination of cash and equity incentives in the form of stock grants or options to purchase our common stock. The Compensation Committee reviews the form and amount of such compensation periodically to ensure that it is competitive and meeting our objectives discussed above.

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Consideration of Say-on-Pay Vote

At our Annual Meeting of Stockholders to be held on August 6, 2013, we are asking our stockholders to vote on a proposal to approve an advisory resolution regarding our compensation program for our named executive officers (“say-on-pay” vote). We will consider the outcome of our “say-on-pay” vote results when determining future compensation policies and pay levels for our named executive officers.

Specific Compensation Decisions

Each of our named executive officers receives an annual salary under the terms of their respective employment arrangements. In addition, each of our named executive officers has received stock options as part of his current compensation package.

Effective January, 2013, upon the recommendation of the Compensation Committee, the Board approved an increase in the annual base salary of Pierce Carson, a named executive officer, to $274,275. Prior to this increase in base salary, in calendar 2012 Dr. Carson was receiving annual base salary of $258,750 pursuant to his employment agreement effective as of October 7, 2003. The Board believed such increase was warranted due to the performance of Dr. Carson in exceeding the Board’s expectations with time and effort spent securing additional strategic opportunities for the Company in addition to his individual contributions in furthering the Company’s overall business objectives.

Effective January 1, 2013, upon the recommendation of the Compensation Committee, the Board approved increases in the annual base salaries of our other named executive officers, respectively, to $140,400 for John L. White, Vice President of Operations; $132,160 for Michael P. Martinez, Chief Financial Officer and Treasurer; and $103,630 for Ryan P. Carson, Secretary and Assistant Treasurer. The Board believed such increases were warranted due to the performances of these individuals in furthering the Company’s overall business objectives.

We believe that the compensation packages for our named executive officers, consisting of cash and equity incentive compensation, will meet the objectives set forth above. The stock options are designed to reward the individuals and the inherent value in the options will help motivate them to further the interests of our stockholders. The Compensation Committee also has the ability to award discretionary cash incentive compensation in the form of bonuses to the named executive officers.

Summary Compensation Table

The following table summarizes the compensation awarded to, earned by or paid during the last three fiscal years to Named Executive Officers, including (a) our principal executive officer; (b) each of our Company’s two most highly compensated executive officers, other than the principal executive officer, who were serving as executive officers at the end of the financial year ended June 30, 2012, and whose total compensation exceeded $100,000 per year; and (c) up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as an executive officer of our Company at the end of the year ended June 30, 2012.

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Summary Compensation Table

Outstanding Equity Awards as of June 7, 2013

The following table summarizes the outstanding equity awards as of June 7, 2013, for each of our named executive officers:

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Outstanding Equity Awards as of June 7, 2013

Employment and Change in Control Agreements

In October 2003, we entered into employment and change of control agreements with our president and chief executive officer. The employment agreement describes among other things the officer’s duties, compensation levels and benefits. The agreement provides for annual salary of $180,000 adjusted by the CPI. The term of the agreement is from October 16, 2003, through and including October 15, 2006, and then automatically extends through October 15, 2008, and thereafter year to year unless terminated on 90 days prior notice. The change of control agreement provides that if there is a change of control of the Company and the officer leaves the employment of the Company, for whatever reason (other than discharge for cause, death, or disability) within six months after such change of control, the officer shall receive a lump sum cash payment of 299% of the base amount as defined in IRC Section 280G (b) (3), subject to certain limitations of the Internal Revenue Code. In addition, the officer will continue to be covered by our medical, health, life and dental plans for 24 months after such cessation of employment. In connection with the employment agreement, we granted 4,000,000 options at an exercise price of $0.11 per share, the closing price on the date of grant. The options vested as to 1,000,000 shares on October 16, 2003, and as to additional 1,000,000 share increments over successive six-monthly periods.

In May 2009, we entered into change of control agreements with two key employees, our manager of legal affairs, who currently is our secretary and assistant treasurer, and who also is the son of our president; and our controller, who currently is our chief financial officer and treasurer. The change of control agreements provide that if there is a change of control of the Company and the individual leaves the employment of the Company, for reason other than discharge for cause, death, or disability, within six months after such change of control, the employee shall receive a lump sum cash payment of 100% of the base salary in effect at the time of change of control. In addition, the employee will continue to be covered by our medical, health, life and dental plans for 24 months after such cessation of employment. In September 2012, we entered into new change of control agreements with the two employees that provide for an increase in the the lump sum cash payment of the original agreement from 100% to 200% of base salary. In September 2012, we entered into a similar change of control agreement with our vice president of operations. In September 2012, we also entered into a change of control agreement with our mill superintendent that provides for a lump sum cash payment of 100% of base salary in the event of a change of control.

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DIRECTORCOMPENSATION

The following table summarizes the compensation of our Company’s directors for the fiscal year ended June 30, 2012:

Compensation of Directors

(1)        W. Pierce Carson, a member of our board of directors, is a Named Executive Officer and did not receive any compensation as a director that has not been disclosed in the summary compensation table above.

(2)        This column represents the fair value of the options awarded in fiscal 2012 in accordance with FAS 123R.

Effective July 1, 2010, we adopted an increase in the annual non-employee independent director fee to $25,000 per year and an increase in annual committee fees to $4,000 per committee membership and $2,000 per committee chairmanship, to be paid quarterly, plus $1,000for each full-day board meeting, and $500for each telephonic meeting, committee meeting or less than full day meeting attended. In addition, upon first being appointed or elected to the board, each independent director receives a grant of options to purchase 100,000 shares of common stock which vest twelve months after the date of grant, and on January 1st of each year, each independent director receives a grant of options to purchase 75,000shares of common stock which vest six months after the date of grant. All options are granted at an exercise price equal to the fair market value of the stock on the date of grant. All options granted to non-employee independent directors, unless earlier terminated, or exercised, expire five years after the grant date. All directors are reimbursed for out-of-pocket expenses incurred in connection with attendance at board meetings and committee meetings.

Effective July 1, 2012, we adopted a decrease in the annual non-employee independent director fee to $8,000 per year and a decrease in annual committee fees to $1,000 per committee membership and $500 per committee chairmanship, to be paid quarterly. All other compensation to non-employee independent directors remains as described in the preceding paragraph.

During fiscal years 2012, 2011 and 2010, non-officer directors received no consulting fees separate and distinct from directors’ fees as a result of actual services rendered above and beyond those typical of a non-officer director. Total director fees were $61,250 for the year ended June 30, 2012.

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SECURITYOWNERSHIPOFCERTAINBENEFICIALOWNERSANDMANAGEMENT
ANDRELATEDSTOCKHOLDERMATTERS

The following table sets forth, as of June 7, 2013,November 19, 2018, certain information regarding beneficial ownership of our common stockCommon Stock by: (i) each person known by us to be the beneficial owner of more than 5% of our outstanding common stock;Common Stock; (ii) each director and director-nominee; (iii) each named executive officer; and (iv) all executive officers and directors as a group. As of November 19, 2018 there were 281,928,117 shares of Common Stock issued and outstanding.

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______________

(1)Applicable percentage of ownership is based on 281,928,117 shares of Common Stock issued and outstanding (does not include 71,840,345 shares of Common Stock that we plan to issue upon approval of the amendment to the certificate of incorporation, if so approved), together with securities exercisable or convertible into shares of Common Stock within sixty (60) days for each stockholder. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock subject to securities exercisable or convertible into shares of common stock that are currently exercisable or exercisable within 60 days of June 7, 2013, are deemed to be beneficially owned by the person holding such options for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

Equity Compensation Plans

The following table contains information regarding our Equity Compensation Plans as of June 7, 2013:

2007 Equity Incentive Plan

At our Annual Meeting on July 24, 2007, the stockholders approved the 2007 Equity Incentive Plan ("2007 EIP"). The 2007 EIP became effective on July 25, 2007, and will terminate on July 24, 2017. A maximum of 8,000,000 shares of common stock are reserved for the grant of non-qualified stock options, incentive stock options, restricted stock awards and other stock awards under the 2007 EIP. The 2007 EIP replaced our 1989 Stock Option Plan, which terminated on April 30, 2007.

The purpose of the 2007 EIP is to provide the employees, non-employee directors, and consultants who are selected for participation in the 2007 EIP with added incentives to continue in the long-term service of the Company and to create in such persons a more direct interest in the future success of our operations by relating increases in compensation to increases in stockholder value, so that the income of the participants in the 2007 EIP is more closely aligned with the financial interests of our stockholders. The 2007 EIP is also intended to provide a financial incentive that will enable us to attract, retain and motivate the most qualified directors, employees, and consultants. As of March 28, 2011, one executive officer, two non-employee independent board members and approximately forty-two other employees and consultants are eligible to receive grants under the 2007 EIP.

The Compensation Committee of the board administers the 2007 EIP with respect to grantssecurities. Shares of Common Stock subject to employees, consultants, and non-employee directors. The Committee has sole discretionoptions or warrants exercisable or convertible into shares of Common Stock, that are currently exercisable or exercisable within sixty (60) days of November 19, 2018 are deemed to establish rules and proceduresbe beneficially owned by the person holding such options or warrants for the administrationpurpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.  

(2)Includes Boonyin Investments Pty Ltd. as Trustee for Lim and Lim Super, a less than 5% holder of record. 

(3)Does not include 33,906,572 shares of Company Common Stock to be issued upon approval of the 2007 EIP, selectamendment to the participants from among the eligible employees, non-employee directors,certificate of incorporation, if so approved. 

(4)Includes Christian Mustad, Clarin Mustad and consultants, determine the typesM. Christian Mustad, none of awardswhich are 5% or greater holders of record. 

(5)Does not include 1,300,000 shares of Company Common Stock to be grantedissued upon approval of the amendment to the certificate of incorporation, if so approved. 

(6)Mr. Hofer is a Director of the Company.  

(7)Includes 200,000 shares issuable exercise of outstanding stock options that are currently exercisable, 100,000 shares exercisable at $0.08 per share and the number ofoption expires in January 2019 and (ii) 100,000 shares of common stock subject to each award,exercisable at $0.07 per share and set the terms and conditionsoption expires in January 2020. 

(8)Mr. Laws is a Director of the awards.Company. 

CERTAINRELATIONSHIPSANDRELATEDTRANSACTIONS

In October 2003, prior to his becoming an officer and director(9)Mr. Adair is Chairman of the Company, we entered into a confidential property identification agreement with W. Pierce Carson, our president and chief executive officer. Under termsBoard of the agreement, Mr. Carson, on the basis of his prior knowledge, providedCompany. 

(10)Includes a list of 24 specific mineral properties with potential for exploration and development that might represent attractive acquisition opportunities for us. We agreed to pay compensation to Mr. Carson in the form of a royalty of 1.0% of the value of future production, if any, derived from identified properties that we acquire. In the event an identified property is acquired and subsequently sold, we agreed to pay Mr. Carson an amount equal to 10.0% of the value of the sale. The Ortiz gold property acquired in August 2004 and the Summit silver-gold property acquired in May 2006 are two of the 24 properties identified and are subject to the property identification agreement.

In August 2003, we assigned, for the sum of $5,000, our right, title and interest in and to our lease with New Planet Copper Mining Company to Metallica Ventures, LLC, a corporation controlled by Mr. Carson, who at the time of the assignment was a consultant to us. We retained an optionwarrant to purchase 25% of the New Planet lease for an amount equal to 25% of the expenditures on the property from the date of assignment through the date of the exercise of the option. In September 2005, Metallica Ventures LLC reassigned to us, for consideration of $10,000 and the issue of 2,000,000 unregistered3,000,000 shares of our common stock, its right, title and interest in and to the lease with New Planet Copper Mining Company.

In September 2005, we entered into a consulting agreement with Ryan P. Carson, an attorney who is the son of our president and chief executive officer. Terms of the contract provided for compensation of $4,000 per month and payment of certain expenses for an initial three-month period. In November 2005, the contract was extended for a six-month period, after which the contract extended on a month-to-month basis until terminated by either party. We issued a bonus of 50,000 unregistered shares of common stock in consideration for the contract extension. On May 2, 2006, the individual was offered and accepted employment at a salary of $5,000 per month. In connection with employment, we granted 50,000 stock options at an exercise price of $1.24 per share, which was the closing price on May 2, 2006. On April 25, 2007, we granted the individual 50,000 stock options at an exercise price of $0.74$0.15 per share and on December 13, 2007, we grantedexpiring in February 2019, but does not include 18,000,000 shares of Company Common Stock to be issued upon approval of the individual 100,000 options at an exercise priceamendment to the certificate of $0.55incorporation, if so approved. 

(11)Mr. Mueller is Chief Financial Officer and a Director of the Company. 

(12)Includes 3,400,000 shares of Company Common Stock underlying derivative securities, but does not include 18,000,000 shares to be issued upon approval of the amendment to the certificate of incorporation, if so approved. 

DESCRIPTION OF CAPITAL STOCK

Common Stock

The holders of Common Stock are entitled to one vote per share which werewith respect to all matters required by law to be submitted to stockholders. The holders of Common Stock have the closing prices on the dates granted. On December 3, 2008, we granted the individual 100,000 options and also cancelled and reissued the options previously granted on May 2, 2006 and April 25, 2007, at an exercise price of $0.60 per share, which was the closing price on December 3, 2008. On June 8, 2010, we granted the individual 100,000 options at an exercise price of $0.86 per share, the closing price on the date of grant. Additionally, on June 8, 2010 we granted the individual 100.000 shares of restricted stock.sole right to vote. The shares were valued at $0.86 per share, the closing price on the date of grant. On August 20, in connection with the individual’s appointment to secretary and assistant treasurer of the Company, we granted the individual 100,000 options at an exercise price of $0.32 per share, which was the closing price on August 20, 2012.

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In March 2001, Lawrence G. Olson, our deceased chairman and former president and chief executive officer, jointly with his wife, made an unsecured loan to us in the amount of $800,000 at an interest rate equal to the prime rate of interest plus one percentage point. In connection with the loan, Mr. Olson received 5-year warrants to purchase 300,000 shares of common stock at an exercise price of $0.70 per share. In October 2001, we restructured the $800,000 loan agreement with Mr. Olson and the interest rate payable on the loan was adjusted to 12% annually. In June 2002, the loan was extended an additional year and we entered into a security agreement with Mr. Olson, whereby our assets secured the loan. The note became payable in March 2004 after which time it was in default. On March 15, 2006, Mr. Olson exercised warrants to purchase 300,000 shares of common stock at $0.70 per share in exchange for a reduction of accrued interest and principal on the note payable to him, aggregating $210,000. Mr. Olson agreed to reduce the principal by $50,000 and to extend the $750,000 note payable for a period of 18 months, until September 15, 2007.

On November 15, 2006, Mr. Olson exercised stock options to purchase 1,000,000 shares of common stock at $0.10 per share and 1,000,000 shares of common stock at $0.11 per share, in exchange for payment of accrued interest owed and reduction of principal on the note payable, aggregating $210,000. In addition, Mr. Olson agreed to contribute to capital the remaining unpaid principal on the note of $600,000. In connection with the contribution to capital, we granted a 25% net proceeds royalty in the Black Canyon mica claims, toward an end settlement of $600,000. On May 19, 2009, we entered into an agreement with Mr. Olson to purchase the royalty for $200,000. On July 17, 2009, the $200,000 owed to Mr. Olson was satisfied by applying credit of $186,250 for payment of the exercise price of stock options exercised on that date, including 1,000,000 options at an exercise price of $0.10 per share, 75,000 options at $0.55 per share and 75,000 options at $0.60 per share, and by satisfying the remaining amount of $13,750 by the issuance of 12,500 shares of stock at a price of $1.10 per share, the closing price on July 17, 2009.

OVERVIEWOFPROPOSALS

This Proxy Statement contains three proposals requiring stockholder action. Proposal No. 1 requests the election of five directors to the Board. Proposal No. 2 requests that stockholders vote on a non-binding advisory resolution approving the Company’s executive compensation. Proposal No. 3 requests the ratification of the appointment of Stark Schenkein, LLP as the Company’s independent registered public accounting firm for 2012 and 2013, respectively. Each of the proposals is discussed in more detail in the pages that follow.

PROPOSAL NO. 1
Common Stock does not have any cumulative voting, preemptive, subscription or conversion rights. Election of Directors

The Board has nominated directors Carson, Hofer, Heeley, Henricksen and Jordaan to be elected to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified.

At the Annual Meeting, proxies cannot be voted for a greater number of individuals than the five nominees named in this Proxy Statement. Holders of proxies solicited by this Proxy Statement will vote the proxies received by them as directed on the proxy card or, if no direction is made, for the election of the Board’s five nominees. If any nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxy holders will vote for a nominee designated by the present Board to fill the vacancy.

Vote Required

To approve the Election of Directors, the five nominees receiving the most “For” votes from the holders of shares present in person or represented by proxy and entitled to vote on the Election of Directors will be elected, regardless of whether that number represents a majority of the votes cast.

Recommendation of the Board

The Board recommends that stockholders vote FOR the election of Messrs. Carson, Hofer, Heeley, Henricksen and Jordaan.

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PROPOSAL NO. 2
Advisory Vote to Approve Executive Compensation

The Company has determined to provide its stockholders with the opportunity, on an annual basis, to cast an advisory vote to approve the compensation of its named executive officers as disclosed pursuant to the SEC’s compensation disclosure rules (which disclosure includes the Compensation Discussion and Analysis, the compensation tables, and the narrative disclosures that accompany the compensation tables) (a “say-on-pay proposal”). The Company believes that it is appropriate to seek the views of stockholders on the design and effectiveness of the Company’s executive compensation program.

The Company’s goal for its executive compensation program is to attract, motivate, and retain a talented, entrepreneurial and experienced team of executives who will provide leadership for the Company’s success in dynamic markets. The Company seeks to accomplish this goal in a way that rewards performance and is aligned with its stockholders’ long-term interests. The Company believes that its executive compensation program, which emphasizes long-term equity awards, satisfies this goal and is strongly aligned with the long-term interests of its stockholders.

The Compensation Discussion and Analysis, beginning on page 12 of this Proxy Statement, describes the Company’s executive compensation program and the decisions made by the Compensation Committee in 2012 in more detail. Highlights of the Company’s executive compensation program include the following:

Only the Company’s Chief Executive Officer has an employment and severance agreement with the Company. Each of the named executive officers has a change in control agreement.

The Company believes the compensation program for the named executive officers is instrumental in helping the Company to achieve its anticipated financial performance.

In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, the Board will request your advisory vote to approve the following resolution at the Annual Meeting:

RESOLVED, that the compensation paid to the named executive officers, as disclosed in this Proxy Statement pursuant to the SEC’s executive compensation disclosure rules (which disclosure includes the Compensation Discussion and Analysis, the compensation tables, and the narrative disclosures that accompany the compensation tables), is hereby approved.

As an advisory vote, this proposal is not binding upon the Company, the Board or the Compensation Committee, and will not be construed as overruling a decision by the Company, the Board or the Compensation Committee or creating or implying any additional fiduciary duty for the Company, the Board or the Compensation Committee. However, the Compensation Committee and the Board value the opinions expressed by stockholders in their vote on this proposal and will continue to consider the outcome of the vote when making future compensation decisions regarding named executive officers.

The Company’s current policy is to provide stockholders with an opportunity to approve the compensation of the named executive officers each year at the annual meeting of stockholders. It is expected that the next such vote will occur at the 2013 annual meeting of stockholders.

Vote Required

Approval of Proposal No. 2 requires the affirmative vote of (i)a plurality of shares represented at a meeting, and other general stockholder action (other than an amendment to our Certificate of Incorporation) requires the affirmative vote of a majority of the shares present or represented by proxyat a meeting in which a quorum is represented. The outstanding shares of Common Stock are validly issued, fully paid and voting at the Annual Meeting and (ii) a majority of the shares required to constitute the quorum.non-assessable.

Recommendation of the Board

The holders of Common Stock are entitled to receive dividends, if declared by our Board, recommends a vote FOR Proposal No. 2.

PROPOSAL 3
RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has appointed Stark Schenkein, LLP (“Stark”) as the Company’s independent registered public accounting firm and as auditorsout of the Company’s consolidated financial statements for 2012 and 2013, respectively. At the Annual Meeting, the stockholders are being asked to ratify the appointment of Stark as the Company’s independent registered public accounting firm for 2012 and 2013.funds legally available. In the event of a negative vote on such ratification,liquidation, dissolution or winding up of the Audit Committee will reconsider its selection. Even if this appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interestaffairs of the Company, and its stockholders. Representatives of Stark are expected to be present at the Annual Meeting, will have an opportunity to make a statement if they desire to do so and will be available to respond to questions.

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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Fees Paid to Independent Auditors

The following table discloses the fees for professional services provided by Stark Schenkein, LLP for the 2012 and 2011 fiscal years respectively:

All Other Fees

All other fees for services provided by Stark Schenkein, LLP also are included in Audit Fees above.

Pre-Approval Policies and Procedures

All audit and audit-related services, tax services and other services were pre-approved by the Audit Committee. The Audit Committee's pre-approval policy provides for pre-approval of all audit, audit-related, tax and all other services provided by Stark Schenkein, LLP. The Audit Committee concluded that such services by Stark Schenkein, LLP were compatible with the maintenance of that firm's independence in the conduct of its auditing functions.

Vote Required

The affirmative vote of the holders of Common Stock are entitled to share ratably in all assets remaining available for distribution to them after payment or provision for all liabilities.

The authorized but unissued shares of our Common Stock are available for future issuance without stockholder approval. These additional shares may be used for a majorityvariety of corporate purposes, including future offerings to raise additional capital, corporate acquisitions and employee benefit plans. The existence of authorized but unissued shares of Common Stock may enable our Board to issue shares of stock to persons friendly to existing management, which may deter or frustrate a takeover of the votes castCompany.

Indemnification of Directors and Officers

Our certificate of incorporation and bylaws provide that we will indemnify our directors, officers, employees and agents to the extent and in the manner permitted by the provisions of the Delaware General Corporation Law, as amended from time to time (“DGCL”), subject to any permissible expansion or limitation of such indemnification, as may be set forth in any stockholders’ or directors’ resolution or by contract. We are also permitted to maintain insurance on this proposal is required to approve Proposal 3. Stark Schenkein, LLP has indicated its willingness to serve asbehalf of any director, officer, employee or other agent for liability arising out of his actions, whether or not the DGCL would permit indemnification.

FORWARD-LOOKING STATEMENTS AND INFORMATION

This Proxy Statement includes forward-looking statements. You can identify the Company’s independent registered public accounting firm.forward-looking statements by the words “expects,” “projects,” “believes,” “anticipates,” “intends,” “plans,” “predicts,” “estimates” and similar expressions.  The forward-looking statements are based on management’s current expectations, estimates and projections about us. The Company cautions you that these statements are not guarantees of future performance and involve

risks, uncertainties and assumptions that we cannot predict. In addition, the Company has based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. Accordingly, actual outcomes and results may differ materially from what the Company has expressed or forecasted in the forward-looking statements.

Recommendation

The Company has not authorized any person to provide information other than that provided herein. The Company has not authorized anyone to provide you with different information. You should not assume that the information in this Proxy Statement is accurate as of any date other than the date on the front of the Boarddocument.

DIVIDEND POLICY

Dividends, if any, will be contingent upon our revenues and earnings, if any, capital requirements and financial conditions. The payment of dividends, if any, will be within the discretion of our Board. We intend to retain earnings, if any, for use in its business operations and, accordingly, the Board recommends a vote FOR Proposal No. 3.

OTHERBUSINESS

We dodoes not anticipate thatdeclaring any other matters will be brought before the Annual Meeting. However, if any additional matters shall properly come before the meeting, it is intended that the persons authorized under proxies may,dividends in the absenceforeseeable future.

ADDITIONAL INFORMATION

Reports and other information filed by the Company can be inspected and copied at the public reference facilities maintained at the Commission at 100 F Street, N.E., Washington, DC 20549. Copies of instructionssuch material can be obtained upon written request addressed to the contrary, vote or act thereon in accordanceCommission, Public Reference Section, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates. The Commission maintains a web site on the Internet (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with their best judgment.the Commission through the Electronic Data Gathering, Analysis and Retrieval System.

BY

THANK YOU FOR YOUR ATTENTION TO THIS MATTER. YOUR PROMPT RESPONSE WILL GREATLY FACILITATE ARRANGEMENTS FOR THE BOARD OF DIRECTORSSPECIAL MEETING.

By Order of the Board of Directors

/s / W. Pierce Carson
W. Pierce Carson
President & Secretarys/Frank Mueller

December 14, 2018

Albuquerque, New Mexico

EXHIBIT “A”

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FOURTH:  The total number of shares of all classes of stock which the Corporation shall have authority to issue is Five Hundred Fifty Million (550,000,000) shares consisting of common stock, $.002 par value per share (“Common Stock”).

A-1

A-2