SANTA FE GOLD CORPORATION (OTCMKTS:SFEG) Files An 8-K Unregistered Sales of Equity …

To Increase the Number of Authorized Shares of Common Stock from 300,000,000 to 550,000,000. The Company’s stockholders approved the …

SANTA FE GOLD CORPORATION (OTCMKTS:SFEG) Files An 8-K Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities.

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On January 11, 2019, the Company held its special meeting of stockholders. Set forth below are the final voting results for each of the two proposals submitted to a vote of the stockholders.

Proposal One.To Increase the Number of Authorized Shares of Common Stock from 300,000,000 to 550,000,000. The Company’s stockholders approved the amendment to the Company’s Certificate of Incorporation increasing the authorized shares of common stock from 300,000,000 to 550,000,000, by the following votes:

Number of Shares

Voted For

Number of Shares

Voted Against

Number of Shares Abstaining

209,432,234

10,933,899

2,423,482

Proposal Two.To Remove Thomas Laws as a Director.Notwithstanding that Mr. Laws resigned as a director on January 9, 2019, the Company’s stockholders approved the removal of Thomas Laws as a director, by the following votes:

Number of Shares

Voted For

Number of Shares

Voted Against

Number of Shares Abstaining

152,034,216

238,585

456,127

Item 7.01. Regulation FD Disclosure.

On January 7, 2019, the Company issued a press release announcing that the Company had acquired the Billali mine and related mining properties. A NI 43-101 Technical Exploration Report, Billali Mine, New Mexico, dated December 9, 2011, is located on the internet at www.janrasmussen.com/pdfs/billali%2043%20101.pdf. This Technical Exploration Report was not prepared for, or at the request of, the Company.

The information set forth in this Current Report on Form 8-K is “furnished” and shall not be deemed to be “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except as shall be expressly set forth by specific reference in such a filing. This Item 7.01 on Form 8-K will not be deemed an admission as to the materiality of any information in the Current Report that is required to be disclosed solely by Regulation FD.

Use of Non-GAAP Financial Measures; Forward-looking statements

This Current Report on Form 8-K and the Technical Exploration Report may contain forward‐looking statements. Forward-looking statements can be identified by the use of forward-looking terminology such as “believes,” “projects,” “expects,” “may,” “goal,” “estimates,” “should,” “plans,” “targets,” “intends,” “could,” or “anticipates,” or the negative thereof, or other variations thereon, or comparable terminology, or by discussions of strategy or objectives. Forward-looking statements relate to anticipated or

expected events, activities, trends or results from operations. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties. The forward-looking statements contained in the Technical Exploration Report speak only as of the date of the material, and the Company expressly disclaims any obligation or undertaking to report any updates or revisions to the Technical Exploration Report, as this report was not prepared at the request, or on behalf, of the Company. Certain factors may cause results to differ materially from those anticipated by some of the statements made in the Technical Exploration Report. Please carefully review our filings with the SEC as we have identified many risk factors that impact our business plan. Investors are urged to consider closely the disclosures in our Forms 10-K, 10-Q, 8-K and other filings with the SEC, which can be electronically accessed from our website or the SEC’s website at http://www.sec.gov/.

The estimates of recoverable resources and related information contained in the Technical Exploration Report are not believed by the Company to comply with the SEC Mining Industry Disclosures.

Item 9.01 Financial Statements and Exhibits

The following exhibits are to be filed as part of this Form 8-K:

Santa Fe Gold CORP Exhibit

EX-3.1 2 sfeg_ex3z1.htm EXHIBIT 3.1 Exhibit 3.1 Amended Article Fourth of Certificate of Incorporation 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,…

To view the full exhibit click here

About SANTA FE GOLD CORPORATION (OTCMKTS:SFEG)

Santa Fe Gold Corporation is a mining company that engages in the acquisition, exploration, development and mining of mineral properties in the United States. The Company primarily explores for gold, silver and other precious metals. Its projects include the Lordsburg Copper Project and Summit Silver-Gold Project. The Lordsburg Copper Project consists of multiple square miles of patented and unpatented claims within the northern Lordsburg Mining district. The Lordsburg Copper Project covers over 10 square miles of area. The Summit Silver-Gold Project is a silver-gold mine and mill, located near Duncan, Arizona on the New Mexico-Arizona border. The Summit Silver-Gold Project consists of over 117.6 acres of patented and approximately 520 acres of unpatented mining claims in Grant County, New Mexico. The Summit Silver-Gold Project consists of over 260 acres of patented mining claims in Hidalgo County, and milling equipment, including a ball mill and floatation plant in Sierra County.

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ICOs Authorized by SEC Increased 550% in 2018

The agency stated it used keywords such as “ICO”, “token”, “coin”, “saft” and “Initial Coin Offering” for its search. Based on this research, 287 results …

Initial Coin Offering

According to data collated by financial news agency MarketWatch, there was a massive increase in the number of ICOs () that were authorized by the US SEC (Securities and Exchange Commission) to sell securities tokens to institutional investors in 2018.

Form D Exemption

MarketWatch stated that it collated the data by searching the SEC’s EDGAR (Electronic Data Gathering, Analysis and Retrieval) system. The agency stated it used keywords such as “ICO”, “token”, “coin”, “saft” and “Initial Coin Offering” for its search.

Based on this research, 287 results were found for 2018 for ICO-related fundraising projects aimed at offering securities that had been accepted by the regulator. These projects we filed under the SEC’s Form D exemption.

Form D is basically a form in which a company briefly discloses critical information for investors for its securities issuance. This form is much shorter than those that are require for non-exempt securities that are being sold to investors. It is also possible to file Form Ds up to 15 days after the initial sale has taken place.

Changelly - Exchange cryptocurrency at the best rate

Exempt securities can only be sold to accredited investors, who are individuals who have a net worth of more than $1 million, or have a consistent annual income of more than $200,000, or are enterprises that have more than $5 million in assets.

MarketWatch’s data showed that these 287 ICOs that were registered in 2018 under the Form D exemption has a total declared value of more than $8.7 billion. In contrast, 2017 saw 44 ICOs registered under the Form D exemption, reaching a combined value of $2.1 billion.

This means that the increase in ICO registrations under Form D exemptions went up by over 550% last year. Additionally, the total combined value of ICOs registered this way went up by 314%.

Lack of Clarity on Crypto Classification

The classification status of cryptocurrencies has been a thorny problem for some time now. And this is mostly due to the overlapping jurisdictions of multiple government regulatory bodies.

Earlier this week, US Congressman Soto from Florida state had proposed that most cryptos should actually be regulated by the CFTC (Commodity and Futures Trading Commission) or the FTC (Federal Trade Commission) and not the SEC (Securities and Exchange Commission).

Soto argued that the SEC’s securities laws could be very “intense” and this could harm more than help the nascent crypto market.

From within the industry, Goldman Sachs backed crypto finance startup Circle’s Chief Executive Officer and co-founder Jeremy Allaire stated that greater clarity over the definition of cryptos could unlock massive market activity and also enable the growth of crypto-based securities.

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SEC Adopted Final Rules for Disclosure of Hedging Policies

… or offset, any decrease in the market value of equity securities granted as compensation or held, directly or indirectly, by the employee or director.
Friday, January 11, 2019

The U.S. Securities and Exchange Commission recently announced that it has approved final rules implementing Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The new rules, promulgated under new Item 407(i) of Regulation S-K, require issuers to disclose in their proxy or information statements for the election of directors the issuer’s policies on transactions that involve an employee (including officers) or directors purchasing securities or other financial instruments or other transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of equity securities granted as compensation or held, directly or indirectly, by the employee or director.

Issuers have the option of summarizing their practices or policies or disclosing their full policies. If an issuer does not have a hedging policy, it must disclose that fact or disclose that hedging transactions are generally permitted in the proxy or information statement. The new rules apply to securities of the issuer, any parent of the issuer, any subsidiary of the issuer and any subsidiary of the issuer’s parent. It is important to note that the new rules only require disclosure and do not prohibit transactions or mandate that an issuer adopt a hedging policy.

Most issuers must begin to comply with the new rules in their proxy or information statements for the election of directors during the fiscal years beginning on or after July 1, 2019. However, smaller reporting companies and emerging growth companies need not comply until they file proxy or information statements for the election of directors during the fiscal years beginning on or after July 1, 2020.

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SEC Adopts Hedging Disclosure Rule

Disclosure is required with respect to equity securities of the company, any parent of the company, any subsidiary of the company, or any subsidiary of …
Wednesday, January 9, 2019

On December 18, the SEC adopted a final rule requiring companies to disclose in proxy or information statements for the election of directors any practices or policies regarding the ability of employees or directors to engage in certain hedging transactions with respect to company equity securities. This long-awaited rule implements the mandate imposed by Section 955 of the Dodd-Frank Act to provide investors with information on whether directors and employees are permitted to hedge any decrease in market value of their own company’s stock. Most companies must include this disclosure with respect to fiscal years beginning on or after July 1, 2019.

In Depth

On December 18, the US Securities and Exchange Commission (SEC) approved a final rule requiring companies to disclose in proxy or information statements for the election of directors any practices or policies regarding the ability of employees or directors to engage in certain hedging transactions with respect to company equity securities. This rule implements Section 14(j) of the Securities Exchange Act of 1934, which was enacted by Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act in April 2015.

As proposed, this rule would have required disclosure of the categories of transactions a company permitted. The commission moved away from this approach in the final rule by requiring companies to disclose a fair and accurate summary of the hedging practices or policies that apply, including the categories of persons covered and any categories of hedging transactions that are specifically disallowed. Alternatively, the company must disclose the practices or policies in full.

The final rule only regulates the disclosure of hedging practices and policies; it does not direct companies to have practices or policies regarding hedging nor does it dictate the content of any such practice or policy. If the company does not have any such practices or policies, it must disclose that fact or state that hedging is generally permitted.

The adopting release notes the following highlights of the new Item 407(i) of Regulation S-K:

  • Item 407(i) of Regulation S-K will require a company to describe any practices or policies it has adopted regarding the ability of its employees (including officers) or directors to purchase securities or other financial instruments, or otherwise engage in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of equity securities granted as compensation, or held directly or indirectly by the employee or director.

  • The disclosure must either disclose the practices or policies in full or provide a fair and accurate summary of the practices or policies that apply, including the categories of persons they affect and any categories of hedging transactions that are specifically permitted or specifically disallowed.

  • If the company does not have any such practices or policies, the company must disclose that fact or state that hedging transactions are generally permitted.

  • Disclosure is required with respect to equity securities of the company, any parent of the company, any subsidiary of the company, or any subsidiary of any parent of the company.

Despite requests, the American Bar Association and other commentators, the SEC declined to define what constitutes “hedging.” Instead, the final rule is framed as a principled based disclosure. The result is that the final rule arguably requires disclosure of certain types of permitted transactions as an allowed form of hedging. We previously authored a comment letter to the SEC describing several types of common transactions that could be considered to be a form hedging that are not typically prohibited under existing hedging policies.

Disclosure required by the new rule can be provided within or outside of the Compensation Disclosure and Analysis (CD&A). Companies are already required to disclose, if material, policies on hedging by named executive officers (NEO[s]) in the CD&A pursuant to Item 402(b) of Regulation S-K. If a company provides the new disclosure outside of the CD&A, the final rule provides that the company can satisfy the existing requirement with a cross reference to the new disclosure.

Given this flexibility, a company can choose to:

  • Include a new disclosure outside of the CD&A and provide the Item 402(b) NEO hedging disclosure as part of the CD&A without a cross-reference; or

  • Incorporate the new disclosure into the CD&A, either by directly including the information or by providing the new information outside of the CD&A and adding a cross-reference within the CD&A.

As a practical matter, incorporating the new disclosure into the CD&A would mean it is covered by the advisory say-on-pay vote required by the Dodd-Frank Act.

Of note, the final rule is not limited in application to equity securities granted as compensation, but covers hedging policies with respect to all equity securities held by employees, officers and directors, whether directly or indirectly. For example, this would include any shares held by an executive officer or director for the purpose of satisfying a stock ownership commitment.

The new disclosure requirements is effective with respect to proxies and information statements with respect to fiscal years beginning on or after July 1, 2019. Smaller reporting companies and emerging growth companies have been given an additional year to comply with the final rule. Foreign private issuers and listed closed-end funds are exempt from this rule.

We recommend that covered companies review their existing practices and policies with respect to hedging in light of the final rule. Specifically, consideration should be given to clarifying what types of transactions are—and are not—prohibited under hedging policies. For example, a company could modify it hedging policies by stating that only financial instruments that are “derivative securities” with respect to an issuer’s equity securities for purposes of Section 16 of the Exchange Act are prohibited hedging transactions. This type of objective standard would simplify disclosure, make it easier to ensure compliance with the policy and avoid potential claims over misleading disclosures.

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11428 Shares in (TROX) Obtained by Stevens Capital Management LP

Water Island Capital LLC purchased a new position in in the 3rd quarter worth approximately $179,000. Quantum Capital Management purchased a …

Stevens Capital Management LP bought a new position in (OTCMKTS:TROX) during the 3rd quarter, according to its most recent Form 13F filing with the Securities and Exchange Commission (SEC). The firm bought 11,428 shares of the company’s stock, valued at approximately $137,000.

Several other hedge funds and other institutional investors have also bought and sold shares of the stock. Oppenheimer Asset Management Inc. purchased a new position in in the 3rd quarter worth approximately $121,000. Commonwealth Bank of Australia purchased a new position in in the 3rd quarter worth approximately $124,000. Water Island Capital LLC purchased a new position in in the 3rd quarter worth approximately $179,000. Quantum Capital Management purchased a new position in in the 2nd quarter worth approximately $201,000. Finally, Quantbot Technologies LP purchased a new position in in the 3rd quarter worth approximately $237,000.

See Also: SEC Filing

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