Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement.

On March 20, 2014, the Company terminated the previously announced definitive merger agreement with Tyhee Gold Corp. (TSX Venture: TDC) ("TYHEE").

The merger agreement provides that in the event that Tyhee fails to consummate a qualified financing of at least $20 million on or before March 15, 2014, then Santa Fe may elect to terminate the merger Agreement. Because Tyhee failed to timely consummate a qualified financing, Santa Fe's Independent Special Committee determined that it is in the best interest of Santa Fe and its stockholders to terminate the merger agreement. As such, Santa Fe provided Tyhee with notice of its election to terminate the merger agreement.

The merger agreement provides that Tyhee shall promptly pay to Santa Fe a "break fee" of $300,000 if Santa Fe terminates the merger agreement because Tyhee failed to timely consummate a qualified financing. Santa Fe has requested prompt payment of the break fee.

Santa Fe intends to resume discussions with certain private equity funds that have previously expressed an interest in pursuing a transaction with Santa Fe. Additionally, Santa Fe is interviewing several investment banks to engage as Santa Fe's financial advisor.

Exhibit
Number Description

99.1 Press Release dated March 21, 2014