Tyhee Gold Corp. (TSXV:TDC) entered into an agreement to acquire Santa Fe Gold Corporation (OTCPK:SFEG) for approximately $10 million in stock on January 23, 2014. According to the agreement, shareholders of Santa Fe will receive 0.9 of common share of Tyhee Gold Corp and 0.45 of a warrant to purchase a common share of Tyhee Gold Corp. in consideration for each Santa Fe share. Each whole Tyhee warrant will entitle the holder to purchase one Tyhee Share at a price of CAD 0.25 for a period of four years following the closing of the transaction. Upon closing of the transaction, Tyhee Gold Corp. will continue trading on the TSX Venture Exchange and will also apply for a potential US listing on the OTCQX as well as a German listing. Existing Tyhee and Santa Fe shareholders will own approximately 78% and 22%, respectively of the outstanding shares of combined company. In connection with the execution of the merger agreement, each of Santa Fe's three senior secured creditors, Waterton Global Value, L.P., Sandstorm Gold Ltd., Sandstorm Gold (Barbados) Ltd and International Goldfields Limited, have entered into respective agreements to restructure collectively more than $23.1 million of Santa Fe indebtedness. Tyhee has agreed to lend Santa Fe $3 million as the bridge loan. If the funds for the bridge loan are not available by February 15, 2014, Santa Fe will have the right to terminate the merger agreement. In the event that the merger agreement is terminated, a break fee in the amount of $0.3 million may be payable by Santa Fe to Tyhee, or by Tyhee to Santa Fe depending on the circumstances of such termination.

Tyhee Gold's President and Chief Executive Officer, Brian Briggs will continue in that capacity. Pierce Carson, Chief Executive Officer of Santa Fe will join Tyhee Gold Corp Board of Directors and has agreed to consult for Tyhee Gold Corp. on a part-time basis. The Boards of Directors of both Santa Fe and Tyhee have unanimously supported the proposed transaction. The completion of the transaction will also require the approval of Santa Fe's shareholders and such approval is targeted for the second quarter of 2014. Closing of the Transaction is also subject to customary closing conditions including receipt of the approval of the TSX Venture Exchange and any other regulatory approvals. In addition, the closing of the transaction is subject to the completion of certain debt restructurings by Santa Fe and the completion of a minimum of $20 million financing by Tyhee Gold Corp by March 15, 2014. Closing of the transaction is also conditional upon the creditors entering definitive agreements for restructuring of debt. The deal is also subject to the Securities and Exchange Commission declaring effective a registration statement registering the Tyhee common shares and Tyhee warrants. As of February 13, 2014, Tyhee closed on a $5 million financing deal with Rand Merchant Bank Australia, paving the way for its bridge loan to Santa Fe Gold and the transaction is expected to close in mid-May 2014.

Upon the unanimous recommendation of a special committee of the Board of Directors of Santa Fe Gold Corporation, comprised entirely of independent and disinterested Directors, the Board of Directors of Santa Fe Gold Corporation approved the merger agreement. The transaction has been approved by the Board of Tyhee also.

Jett Capital Advisors acted as the financial advisor to the special committee and Board of Directors of Santa Fe Gold Corporation. Jakes Jordaan of The Jordaan Law firm, PLLC acted as the legal advisor to Santa Fe Gold Corporation. Cory Kent of McMillan LLP acted as a legal advisor to Tyhee Gold Corp. Currency conversions were done through www.oanda.com as of January 23, 2014.

Tyhee Gold Corp. (TSXV:TDC) cancelled the acquisition of Santa Fe Gold Corporation (OTCPK:SFEG) on March 20, 2014. The deal got terminated as Tyhee failed to timely consummate a qualified financing.