Filed by Automated Filing Services Inc. (604) 609-0244 - Santa Fe Gold Corporation - Exhibit 4.3






REGISTRATION RIGHTS AGREEMENT

          THIS
AGREEMENT (this "Agreement"), dated as of this ____ day of
October, 2007, is entered into by and among Santa Fe Gold Corporation, a
Delaware corporation (the “Company”) and each of the purchasers
identified on the signature pages hereto (each, a “Holder” and
collectively, the “Holders”). 

WITNESSETH: 

          WHEREAS,
the Company has offered (the "Offering") 10% Senior Subordinated
Convertible Notes (the “Notes”) of the Company and common stock
purchase warrant (the “Warrants”) as set forth in the Subscription
Agreement (as defined below); 

          WHEREAS,
the Notes are convertible into shares of the Company's Common Stock (the
"Note Shares") and the Warrants allow the Holders to purchase
additional shares of Common Stock at a price of $1.25 per share (the
"Warrant Shares," the Warrant Shares and the Note Shares are
hereinafter referred to as the “Registrable Securities");

          WHEREAS,
pursuant to the terms of and in order to induce the Holder to enter into a
certain subscription agreements dated the date hereof between the Company and
the Holders (the "Subscription Agreements") to purchase the Notes
and the Warrants, the Company and the Holder have agreed to enter into this
Agreement;

          WHEREAS,
it is intended by the Company and the Holders that this Agreement shall become
effective immediately upon the acquisition by the Holders of the Notes and the
Warrants (the "Closing").

          NOW,
THEREFORE, in consideration of the premises and the mutual covenants contained
herein and in the Subscription Agreement, the Company hereby agrees as
follows:

         
1.      Registration Rights. In the event that
(a) the reported weighted average closing sales price of the Common Stock on any
stock exchange, NASDAQ national market system or NASDAQ OTC exceeds $1.50 per
share for 10 consecutive trading days and (b) any Holder has given the Company
written notice, pursuant to the terms of the Note or Warrant, as the case may
be, then, within 30 days after the date thereof: 

         
(i) the Company shall prepare, and file with the Securities and Exchange
Commission (the "Commission"), a Registration Statement or
Registration Statements (as necessary) on Form SB-2 or S-1 covering the resale
of all of the Registrable Securities, which Registration Statement(s), to the
extent allowable under the Securities Act and the rules promulgated thereunder
(including without limitation Rule 416), shall state that such Registration
Statement(s) also covers such indeterminate number of additional shares (the
"Indeterminate Shares") of Common Stock as may become issuable
upon conversion of the Notes to prevent dilution resulting from stock splits,
stock dividends or similar transactions. The 




Company agrees to register pursuant to
the Registration Statement a number of shares equal to the sum of (i) the number
of Note Shares issuable upon conversion of the Notes on the date of filing of
the Registration Statement and (ii) the number of Warrant Shares issuable upon
exercise of the Warrants on the date of filing of the Registration
Statement.

          (ii) To the
extent the Indeterminate Shares for any reason can not be registered under the
Registration Statement(s) required under Section 1(i) above, then with respect
to such Indeterminate Shares, the Company shall prepare, and, on or before the
date that is fifteen (15) days after the Indeterminate Shares become issuable,
file with the Commission a Registration Statement or Registration Statements (as
necessary), covering the resale of all of the Indeterminate Shares.

         
2.      Registration Procedures. If and whenever
the Company is required by any of the provisions of this Agreement to use its
best efforts to effect the registration of any of the Registrable Securities
under the Securities Act, the Company shall (except as otherwise provided in
this Agreement), as expeditiously as possible:

(a) prepare and file with the
Commission a registration statement and shall use its best efforts to cause such
registration statement to be declared effective and remain effective until all
the Registrable Securities are sold or become capable of being publicly sold
without registration under the Securities Act.

(b) prepare and file with the
Commission such amendments and supplements to such offering or registration
statement and the prospectus used in connection therewith as may be necessary to
keep such statement effective and to comply with the provisions of the
Securities Act with respect to the sale or other disposition of all securities
covered by such registration statement whenever the Holder or Holders of such
securities shall desire to sell or otherwise dispose of the same (including
prospectus supplements with respect to the sales of securities or the conversion
and/or exercise of the Notes or Warrants from time to time in connection with a
registration statement pursuant to Rule 415 of the Commission);

(c) furnish to each Holder such numbers
of copies of a summary prospectus or other prospectus, including a preliminary
prospectus or any amendment or supplement to any prospectus, in conformity with
the requirements of the Securities Act, and such other documents, as such Holder
may reasonably request in order to facilitate the public sale or other
disposition of the securities owned by such Holder;

(d) use its best efforts to register
and qualify the securities covered by such registration statement under such
other securities or blue sky laws of such jurisdictions as each Holder shall
reasonably request, and do any and all other acts and things which may be
necessary or advisable to enable such Holder to consummate the public sale or
other disposition in such jurisdictions of the securities owned by such Holder,
except that the Company shall not for any such purpose be 

2




required to qualify to do business as a
foreign corporation in any jurisdiction wherein it is not so qualified or to
file therein any general consent to service of process;

(e) list such securities on any
securities exchange on which any securities of the Company is then listed, if
the listing of such securities is then permitted under the rules of such
exchange;

(f) enter into and perform its
obligations under an underwriting agreement, if the offering is an underwritten
offering, in usual and customary form, with the managing underwriter or
underwriters of such underwritten offering;

(g) notify each Holder of Registrable
Securities subject to such offering statement or being registered by such
registration statement, at any time when a prospectus relating thereto covered
by such registration statement is required to be delivered under the Securities
Act, of the happening of any event of which it has knowledge as a result of
which the prospectus included in such registration statement, as then in effect,
includes an untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading in the light of the circumstances then existing; and

(h) take such other actions as shall be
reasonably requested by any Holder to facilitate the registration and sale of
the Registrable Securities.

The Company agrees that it shall declare the Registration
Statement effective within two Business Days after being informed by the
Commission that it may do so.

         
3.      Expenses. All expenses incurred in any
registration of the Holders' Registrable Securities under this Agreement shall
be paid by the Company, including, without limitation, printing expenses, fees
and disbursements of counsel for the Company, expenses of any audits to which
the Company shall agree or which shall be necessary to comply with governmental
requirements in connection with any such registration, all registration and
filing fees for the Holders' Registrable Securities under federal and State
securities laws, and expenses of complying with the securities or blue sky laws
of any jurisdictions pursuant to Section 2(d); provided, however, the Company
shall not be liable for (a) any discounts or commissions to any underwriter; (b)
any stock transfer taxes incurred with respect to Registrable Securities sold in
the Offering or (c) the fees and expenses of counsel for any Holder, provided
that the Company will pay the costs and expenses of Company counsel when the
Company's counsel is representing any or all selling security holders.

         
4.      Assignment of Registration Rights. The
rights of the Holders under this Agreement, including the rights to cause the
Company to register Registrable Securities may be assigned without the written
prior consent of the Company, provided that the assignee agrees in writing to be
bound by the terms of this Agreement and to provide the 

3




Company with such information as it may require in order to
register the Registrable Securities held by such assignee.

         
5.      Indemnification. In the event any
Registrable Securities are included in a registration statement pursuant to this
Agreement:

         
(a)      Company Indemnity. Without limitation
of any other indemnity provided to any Holder, either in connection with the
Offering or otherwise, to the extent permitted by law, the Company shall
indemnify and hold harmless each Holder, the affiliates, officers, directors and
partners of each Holder, any underwriter (as defined in the Securities Act) for
such Holder, and each person, if any, who controls such Holder or underwriter
(within the meaning of the Securities Act or the Securities Exchange Act of 1934
(the "Exchange Act"), against any losses, claims, damages or
liabilities (joint or several) to which they may become subject under the
Securities Act, the Exchange Act or other federal or state law, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any of the following statements, omissions or violations
(collectively a "Violation"): (i) any untrue statement or alleged untrue
statement of a material fact contained in such registration statements including
any preliminary prospectus or final prospectus contained therein or any
amendments or supplements thereto, (ii) the omission or alleged omission to
state therein a material fact required to be stated therein, or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading, or (iii) any violation or alleged violation by the Company
of the Securities Act, the Exchange Act, any state securities law or any rule or
regulation promulgated under the Securities Act, the Exchange Act or any state
securities law, and the Company shall reimburse each such Holder, affiliate,
officer or director or partner, underwriter or controlling person for any legal
or other expenses incurred by them in connection with investigating or defending
any such loss, claim, damage, liability or action; provided, however, that the
Company shall not be liable to any Holder in any such case for any such loss,
claim, damage, liability or action to the extent that it arises out of or is
based upon a Violation which occurs in reliance upon and in conformity with
written information furnished expressly for use in connection with such
registration by any such Holder or any other officer, director or controlling
person thereof or any Violation which arises from a violation by a Holder of the
Securities Act, the Exchange Act or any state securities law.

         
(b)      Holder Indemnity. The Holder shall
indemnify and hold harmless the Company, its affiliates, officers, directors,
and authorized representatives, any underwriter (as defined in the Securities
Act) and each person, if any, who controls the Company or the underwriter
(within the meaning of the Securities Act or the Exchange Act), against any
losses, claims, damages, or liabilities (joint or several) to which they may
become subject under the Securities Act, the Exchange Act or any state
securities law, and the Company shall reimburse each such Holder, affiliate,
officer or director or partner, underwriter or controlling person for any legal
or other expenses incurred by them in connection with investigating or defending
any such 

4




loss, claim, damage, liability or
action; insofar as such losses, claims, damages or liabilities (or actions and
respect thereof) arise out of or are based upon any untrue statements or untrue
information provided by such Holder to the Company in connection with the offer
or sale of Registrable Securities.

         
(c)      Notice; Right to Defend. Promptly after
receipt by an indemnified party under this Section 5 of notice of the
commencement of any action (including any governmental action), such indemnified
party shall, if a claim in respect thereof is to be made against any
indemnifying party under this Section 5,deliver to the indemnifying party a
written notice of the commencement thereof and the indemnifying party shall have
the right to participate in and if the indemnifying party agrees in writing that
it will be responsible for any costs, expenses, judgments, damages and losses
incurred by the indemnified party with respect to such claim, jointly with any
other indemnifying party similarly noticed, to assume the defense thereof with
counsel mutually satisfactory to the parties; provided, however, that an
indemnified party shall have the right to retain its own counsel, with the fees
and expenses to be paid by the indemnifying party, if the indemnified party
reasonably believes that representation of such indemnified party by the counsel
retained by the indemnifying party would be inappropriate due to actual or
potential differing interests between such indemnified party and any other party
represented by such counsel in such proceeding. The failure to deliver written
notice to the indemnifying party within a reasonable time of the commencement of
any such action shall relieve such indemnifying party of any liability to the
indemnified party under this Agreement only if and to the extent that such
failure is prejudicial to its ability to defend such action, and the omission so
to deliver written notice to the indemnifying party will not relieve it of any
liability that it may have to any indemnified party otherwise than under this
Agreement.

         
(d)      Contribution. If the indemnification
provided for in this Agreement is held by a court of competent jurisdiction to
be unavailable to an indemnified party with respect to any loss, liability,
claim, damage or expense referred to therein, then the indemnifying party, in
lieu of indemnifying such indemnified party thereunder, shall contribute to the
amount paid or payable by such indemnified party as a result of such loss,
liability, claim, damage or expense in such proportion as is appropriate to
reflect the relative fault of the indemnifying party on the one hand and of the
indemnified party on the other hand in connection with the statements or
omissions which resulted in such loss, liability, claim, damage or expense as
well as any other relevant equitable considerations. The relevant fault of the
indemnifying party and the indemnified party shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission to state a material fact relates to information
supplied by the indemnifying party or by the indemnified party and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. Notwithstanding the foregoing, the amount
any Holder shall be obligated to contribute pursuant to the Agreement shall be
limited to an amount equal to the proceeds to such Holder of the Registrable
Securities sold pursuant to the registration 

5




statement which gives rise to such
obligation to contribute (less the aggregate amount of any damages which the
Holder has otherwise been required to pay in respect of such loss, claim,
damage, liability or action or any substantially similar loss, claim, damage,
liability or action arising from the sale of such Registrable Securities).

         
(e)      Survival of Indemnity. The
indemnification provided by this Agreement shall be a continuing right to
indemnification and shall survive the registration and sale of any Registrable
Securities by any person entitled to indemnification hereunder and the
expiration or termination of this Agreement.

         
7.      Notices. Any notice required by the
provisions of this Agreement will be in writing and will be deemed effectively
given: (a) upon personal delivery to the party to be notified; (b) when sent by
confirmed telex or facsimile if sent during normal business hours of the
recipient; if not, then on the next business day; (c) five (5) days after having
been sent by registered or certified mail, return receipt requested, postage
prepaid; or (d) one (1) day after deposit with a nationally recognized overnight
courier, specifying next day delivery, with written verification of receipt.

If to the Company, at:

Santa Fe Gold Corporation 
1128
Pennsylvania NE, Suite 200 
Albuquerque, New Mexico 87110 
Attention: W.
Pierce Carson 

If to the Holder of any Registrable
Securities:

to the address of such Holder as it
appears on the signature page hereto or at such other address as it may have
furnished in writing to the other party to this Agreement

         
8.      Successors and Assigns. Except as
otherwise expressly provided herein, this Agreement shall inure to the benefit
of and be binding upon the successors and permitted assigns of the Company and
each of the Holders.

         
9.      Amendment and Waiver. This Agreement may
be amended, and the observance of any term of this Agreement may be waived, but
only with the written consent of the Company and the Holders of Securities
representing a majority of the Registrable Securities; provided, however, that
no such amendment or waiver shall take away any registration right of any Holder
of Registrable Securities or reduce the amount of reimbursable costs to any
Holder of Registrable Securities in connection with any registration hereunder
without the consent of such Holder; further provided, however, that without the
consent of any other Holder of Registrable Securities, any Holder may from time
to time enter into one or more agreements amending, modifying or waiving the
provisions of this Agreement if such action does not adversely affect the rights
or interest of any other Holder of Registrable Securities. No delay on the part
of any party in the 

6




exercise of any right, power or remedy shall operate as a
waiver thereof, nor shall any single or partial exercise by any party of any
right, power or remedy preclude any other or further exercise thereof, or the
exercise of any other right, power or remedy.

          10.
Counterparts. One or more counterparts of this Agreement may be signed by
the parties, each of which shall be an original but all of which together shall
constitute one and same instrument.

          11.
Governing Law. This warrant will be construed and enforced in accordance
with, and the rights of the parties will be governed by, the laws of the State
of Delaware without regard to conflict of laws principles.

          12.
Invalidity of Provisions. If any provision of this Agreement is or
becomes invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein shall not be
affected thereby.

          13.
Headings. The headings in this Agreement are for convenience of reference
only and shall not be deemed to alter or affect the meaning or interpretation of
any provisions hereof.

          IN
WITNESS WHEREOF, the undersigned have executed this Registration Rights
Agreement as of the date first above written.

SANTA FE GOLD CORPORATION 

 

By:
_________________________________________
      
W. Pierce Carson, President & Chief Executive Officer 

HOLDERS 

	               
         Name, Signature & Address 	Amount Subscribed 
	 	 
	 	 
	 	 
	  	$_________________________________________
	_________________________________________	 
	Name:
    ___________________________________	  
	_________________________________________	 
	_________________________________________	 
	_________________________________________	 
	 	 
		 
	_________________________________________	$_________________________________________
	Name:
    ___________________________________	  
	_________________________________________	 
	_________________________________________	 
	_________________________________________	 


7





	_________________________________________	$_________________________________________
	Name:
    ___________________________________	 
	_________________________________________	 
	_________________________________________	 
	_________________________________________	 
		 
	_________________________________________	$_________________________________________
	Name: ___________________________________
    	 
	_________________________________________	 
	_________________________________________	 
	_________________________________________	 
		 
	_________________________________________	$_________________________________________
	Name:
    ___________________________________	 
	_________________________________________	 
	_________________________________________	 
	_________________________________________	 
		 
	_________________________________________	$_________________________________________
	Name:
    ___________________________________	 
	_________________________________________	 
	_________________________________________	 
	_________________________________________	 
		 
	_________________________________________	$_________________________________________
	Name: ___________________________________	 
	_________________________________________	 
	_________________________________________	 
	_________________________________________	 


8