Santa Fe Gold Corporation: Exhibit 10.1 - Filed by newsfilecorp.com





Up to 12,500,000 Units
SANTA FE GOLD CORPORATION

Units Consisting of
One Share of Common Stock
and
A Warrant to Purchase One Share of Common Stock

$.40 Purchase Price per Unit

SUBSCRIPTION AGREEMENT

To: Santa Fe Gold Corporation

Ladies and Gentlemen:

       1. Subscription.
Pursuant to the accompanying Prospectus Supplement, dated July 5, 2012, and
the related base prospectus dated December 29, 2009, the undersigned (the
“Subscriber”) hereby subscribes for, and agrees to purchase from
Santa Fe Gold Corporation, a Delaware corporation (the “Company”), such number
of Units, as set forth on the signature page hereto, at a purchase price of $.40
per Unit, with each Unit consisting of one share of common stock, par value
$0.002 (“Common Stock”), and a warrant to purchase a share of Common Stock at an
initial exercise price of $.60 per share of Common Stock. As a condition of the
offer, the undersigned agrees to deliver to the Company this executed
Subscription Agreement.

       2. Representations
and Warranties. By executing this Subscription Agreement, the undersigned
represents, warrants and acknowledges to the Company that:

              a.
The undersigned is an existing holder of shares of the Company’s Common
Stock;

              b.
No commission or other remuneration will be paid or given directly or indirectly
for soliciting any security holder in connection with the purchase and sale of
the Units;

              c.
Based on personal knowledge and experience in financial and business matters in
general, the undersigned understands the nature of this investment, is fully
aware of and familiar with the proposed business operations of the Company, is
able to evaluate the merits and risks of an investment in the Units and is
capable of protecting the undersigned’s interests in such investment;

              d.
The undersigned has considered the "Risk Factors" beginning on page S-4 of the
Supplemental Prospectus, on page 7 of the accompanying prospectus and on page 9
of the Company’s Annual Report on Form 10-K dated September 13, 2011, for the
fiscal year ended June 30, 2011;

              e.
The undersigned has been advised and understands that this investment is, by its
nature, very speculative;

              f.
The undersigned has sufficient income and net worth such that the undersigned
does not contemplate being required to dispose of any portion of the investment
in the Units to satisfy any existing or expected undertaking or indebtedness.
The undersigned is able to bear the economic risks of this investment,
including, without limiting the generality of the foregoing, the risk of losing
all or any part of the investment and probable inability to sell or transfer the
investment for an indefinite period of time;

              g.
The Units when purchased will be acquired for the account of the undersigned and
are not being acquired with a view to any distribution thereof, and the
undersigned is not, directly or indirectly, participating in an underwriting of
any such distribution or transfer;

              h.
The investment in the Company has been privately proposed to the undersigned
without the use of general solicitation or advertising; 




              i.
The undersigned is not a citizen or resident of Canada nor an entity
incorporated or formed under the laws of Canada or any of its provinces; and

              j.
No federal or state agency, including the Securities and Exchange Commission or
the securities regulatory agency of any state, has approved or disapproved the
Units, passed upon or endorsed the merits of such investments, or made any
finding or determination as to the fairness of the Units for private investment.


       3. Successors and
Assigns. This Subscription Agreement shall be binding upon and shall inure
to the benefit of the parties hereto and to the successors and assigns of the
Company and to the legal representatives, successors and permitted assignees of
the undersigned. 

       4. Governing Law.
This Subscription Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware without regard to principles of conflicts
of law.

       5. Counterparts.
This Subscription Agreement may be executed in two or more counterparts,
each of which shall be deemed an original but all of which together shall
constitute one and the same instrument.

[Signatures on Next Page]

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       IN WITNESS
WHEREOF, the undersigned has executed this Subscription Agreement. 

       DATED:
July __, 2012


	Number of Units Subscribed: 	Price Per Unit 	Total Purchase Price 
	  	$.40 	  




	 	By: 	
	 	 	Signature of Investor 
	 	 	 
	 	 	 
	 	 	Print Name of Investor 
	 	 	 
	 	Address: 	
	 	 	 
	 	 	  
	 	 	 
	 	SSN (or EIN): 	
	 	 	  
	 	By: 	
	 	 	Signature of Co-Investor (if any) 
	 	 	 
	 	 	 
	 	 	Print Name of Co-Investor (if any) 
	 	 	 
	 	Address: 	
	 	 	 
	 	 	 


Agreed to and accepted by Santa Fe Gold Corporation as of the
___ day of July, 2012.

By: ______________________
Name: W. Pierce Carson 
Title: President

INSTRUCTIONS FOR “COMPLETION”

To purchase Units in the offering you must complete, date and
execute the Subscription Agreement provided and return it, along with a check
made payable to "Santa Fe Gold Corporation" for the full subscription amount to
us at the following address:

Santa Fe Gold Corporation
1128 Pennsylvania NE, Suite
200
Albuquerque, NM  87110
Attn: Michael Martinez

Alternatively, you may mail your executed Subscription
Agreement and wire transfer payment directly to the Company's bank
account.  Following is the account information for wire transfer
payments:

Name of
Bank:            Bank
of America
Branch Number:        
33
Address:                     5007
North Dysart Road, Litchfield Park, Arizona 85340
Phone
Number:          (623)
547-4700

ABA Routing No:      026 009
593
Account
No:               000
135 725 157
SWIFT
Code:              BOFAU53N
Name
on Account:     Santa Fe Gold
Corporation
                                      1128
Pennsylvania NE, Suite
200
                                      Albuquerque,
NM 87110

Please include your name, address, and telephone number in the
"Originator", "Notes" or "Memo" field. 

Important: Payment of the full subscription price for Units must be included with the Subscription Agreement or wire transferred to the Company's bank account.

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