Filed by Automated Filing Services Inc. (604) 609-0244 - Santa Fe Gold Corporation - Exhibit 4.4






EXHIBIT D

MORTGAGE, SECURITY AGREEMENT, 

  FIXTURE FILING AND FINANCING STATEMENT

     This Mortgage, Security
Agreement, Fixture Filing and Financing Statement (the “Mortgage”) is made and
entered into as of December 21, 2007 by Santa Fe Gold Corporation, a Delaware
corporation, (“Mortgagor”) to Sulane Holdings, Inc., a BVI limited partnership
(“Mortgagee”):

	A. 	Recitals. 


     1.     
Mortgagor is indebted to Mortgagee up to Thirteen Million Five Hundred Thousand
Dollars ($13,500,000), as evidenced by the series of 7% Senior Secured
Convertible Debentures pursuant to that certain Securities Purchase Agreement
dated December 15, 2007 between Mortgagor and Mortgagee in the form attached
hereto as Exhibit G, together with interest on the outstanding principal sum
with principal and interest being payable as more specifically set forth in the
Debentures.

     2.     
Mortgagor and Mortgagee intend that payment of the Debentures described in
Recital A.1, and of all extensions, renewals and modifications thereof
(collectively the “Debentures”), be secured by this Mortgage.

     3.     
All capitalized terms used but not defined herein shall have the meaning set
forth in the Securities Purchase Agreement between Mortgagor and Mortgagee,
dated December 21, 2007 (the “Securities Purchase Agreement”) and in the
Debentures.

	B. 	Granting Clause. 


     To secure the payment of the
principal, interest, and all obligations of Mortgagor under the Debentures, and
to secure the performance by Mortgagor of the terms, covenants, agreements and
conditions contained in the Securities Purchase Agreement and this Mortgage
(collectively, the “Obligations”) up to and including at any one time the
maximum amount of $26,000,000 Mortgagor does hereby grant and mortgage unto
Mortgagee, its successors and assigns, the real estate and grant a security
interest in the personal property in Grant and Hidalgo Counties, New Mexico
described in Exhibits A through F, attached hereto, which as-extracted
collateral from the properties described on Exhibit A and Exhibit B and fixtures
(collectively, the “Collateral”) wherever located, whether now owned or existing
or hereafter acquired, arising, or existing and all proceeds, products,
additions to, substitutions and replacements for, and accessions of, any and all
Collateral with mortgage covenants and upon the statutory mortgage condition for
the breach of which it is subject to foreclosure as provided by law.

     All obligations evidenced by this
Mortgage are subordinated to all Senior Indebtedness pursuant to Section 7 of
each of the Debentures.




ARTICLE I

WARRANTIES OF MORTGAGOR

     Mortgagor hereby warrants to and
covenants with Mortgagee, its successors and assigns, that:

     1.1     
Mortgagor has the full right and authority to execute and deliver to Mortgagee
this Mortgage.

     1.2     
Mortgagor has taken all action required by law or otherwise necessary to make
this Mortgage valid, binding, and legal obligations of Mortgagor.

     1.3     
The lien and security interest created by this Mortgage are and will be kept a
first lien and security interest upon the Collateral, subject only to the Senior
Indebtedness pursuant to Section 7 of each of the Debentures, and Mortgagor will
forever warrant and defend the same to Mortgagee, its successors and assigns,
against any and all claims whatever.

ARTICLE II

COVENANTS OF MORTGAGOR

     Mortgagor does hereby covenant
and agree with Mortgagee, its successors and assigns, as follows:

     2.1     
Payment. Mortgagor shall pay the principal and interest under the
Debentures hereby secured, when and as the same shall become due and payable in
accordance with the terms thereof, and shall perform and observe all of the
terms, covenants and conditions to be performed or observed by Mortgagor in the
Debentures or in this Mortgage.

     2.2.     
Negative Covenants. Except for (i) the Senior Indebtedness pursuant to
Section 7 of each of the Debentures and (ii) liens or encumbrances inferior to
the lien of the Mortgage securing payment of indebtedness the proceeds of which
are used for betterment of the Collateral, or of any structures, improvements,
equipment or fixtures thereon, Mortgagor will not, directly or indirectly,
without the prior written consent of Mortgagee create or permit to exist, any
other lien or encumbrance upon the Collateral or any part thereof or any
interest therein other than the Mortgage lien of Mortgagee created by this
Mortgage.

     2.3.     
Affirmative Covenants.

               Subordination.
  All obligations under this Mortgage are subordinated to all Senior Indebtedness,
  to the extent and in the manner hereinafter set 

2




forth, in right of payment to the prior payment in full of all
Mortgagor’s Senior Indebtedness. As used herein, “Senior Indebtedness” means the
principal of and unpaid accrued interest on all current and future debt of
Mortgagor (i) that is evidenced by one or more outstanding convertible
debentures, and that may be issued in connection with additional investment
rights issued in private placements completed on March 21, 2006, and September
6, 2006, respectively, as described in the Mortgagor’s Registration Statement on
Form SB-2, SEC Registration No. 333-141558 and (ii) in the event that Mortgagee
should fail to purchase the Debentures and Warrants as set forth in the Funding
Schedule, all indebtedness that may be incurred by Mortgagor for working capital
and capital expenditures relating to completion of the Summit Project.

               Incorporation
of Covenants from Securities Purchase Agreement. The Covenants set forth in
Section 4 (a) through (w) are hereby incorporated by reference as if set forth
in full herein.

ARTICLE III

EVENTS OF DEFAULT: REMEDIES

     3.1     
Events of Default; Acceleration. If any one or more of the following
events (hereinafter defined and designated as “Events of Default”) shall
occur:

     (a)     
failure to make any payment as and when due under the terms of the Debentures,
or payment of any other sum due under this Mortgage when due and payable and
such failure continues for ten (10) days after written notice thereof to
Mortgagor; or

     (b)     
any warranty or representation made by Mortgagor in the Debentures, this
Mortgage, or in any statement or certificate furnished pursuant to any of the
foregoing, shall be false, materially misleading or inaccurate and such
continues for a period of thirty (30) days after written notice thereof to
Mortgagor provided, however, if any such default is of a nature that cannot be
remedied or cured within the thirty (30) day period, Mortgagor may have such
additional time as is reasonably necessary to remedy or cure the default if
Mortgagor commences to remedy or cure such default within the thirty (30) day
period and thereafter continues with due diligence to remedy or cure the same;
or

     (c)     
failure in the due observance or performance of any other covenant, condition,
or agreement on the part of Mortgagor to be observed or performed pursuant to
the provisions of the Debentures or this Mortgage and such failure continues for
a period of thirty (30) days after written notice thereof to Mortgagor;
provided, however, if any such default is of a nature that cannot be remedied or
cured within the thirty (30) day period, Mortgagor may have such additional time
as is reasonably necessary to remedy or cure the default if Mortgagor commences
to remedy or cure such 

3




default within the thirty (30) day period and thereafter
continues with due diligence to remedy or cure the same; or

     (d)     
any judgment shall be recovered against Mortgagor or any attachment or other
court process shall issue, which shall become or create a lien upon the
Collateral or any part thereof and such judgment, attachment or other court
process shall not be discharged or effectually secured or execution thereon
stayed within sixty (60) days from the entry thereof;

then and in any such case, Mortgagee may declare the then
outstanding principal of the Debentures to be forthwith due and payable, and
upon such declaration, the principal, together with interest accrued thereon,
shall become due and payable forthwith at the place of payment specified in the
Debentures, anything in this Mortgage or in the Debentures to the contrary
notwithstanding. In addition, Mortgagee may proceed to protect and enforce its
rights under the Debentures and the Mortgage by foreclosure proceedings as
against all or any part of the Collateral.

     3.2     
Receiver. At any time after an Event of Default, Mortgagee shall be
entitled, as a matter of right, without notice and without either Mortgagee or
the Receiver giving bond or other security and without regard to the solvency or
insolvency of Mortgagor or any person liable for any indebtedness hereby secured
or to the value of the Collateral, to have a receiver appointed for all or any
part of the Collateral and to collect the income, issues, profits, royalties and
revenues thereof with such powers as the court making such appointment shall
confer, and Mortgagor does hereby irrevocably consent to such appointment.

     3.3     
Possession by Mortgagee. At any time after an Event of Default,
Mortgagee, either itself or by its agents or attorneys, may, in its discretion,
enter upon and take possession of the Collateral, or any part or parts thereof,
and may exclude Mortgagor and its agents and employees wholly therefrom, and
having and holding the same, and may use, operate, manage, and control the
Collateral or any part thereof, and conduct the business thereof, either
personally or by agents, employees and attorneys, and may maintain and restore
and may insure and keep insured, the structures, improvements, fixtures, and
other property, real and personal, comprising the Collateral. After paying the
expense of operating the Collateral, including a reasonable commission,
Mortgagee shall apply the monies arising therefrom to the amount then due on the
Debenture.

     3.4     
Foreclosure and Sale. At any time after an Event of Default, Mortgagee
may institute an action in any court of competent jurisdiction to judicially
foreclose the lien of this Mortgage in a manner as provided by law and cause to
be sold to the highest bidder all or any part of the Collateral, and all right,
title, interest, claim and demand therein in one lot as an entirety, or in
separate lots, as Mortgagee may elect, and in one sale or in any number of
separate sales, held at one time or at any number of times.

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     3.5     
Purchase by Mortgagee. At any sale of the Collateral pursuant to any
judgment or decree of any court in connection with the enforcement of any of the
terms of this Mortgage, Mortgagee, its successors or assigns, may become the
purchaser, and if Mortgagee, its successors or assigns is a purchaser at such
sale, it shall be entitled to use and apply all or any portion of the judgment
or decree entered in its favor in the foreclosure action in settlement or
payment of all or any portion of the purchase price of the property so
purchased.

     3.6     
Payment of Other Expenses. If Mortgagee commences any proceeding to
foreclose this Mortgage or any other appropriate proceeding to enforce its
rights under the Debenture or this Mortgage, Mortgagor covenants and agrees to
pay to Mortgagee all costs and expenses (including reasonable attorneys' fees)
paid or incurred by Mortgagee in connection therewith, which costs and expenses
may be included in any judgment in Mortgagee's favor in any such suit, action or
proceeding.

     3.7     
Redemption Period. If this Mortgage is foreclosed, the redemption period
after judicial sale shall be one (1) month in lieu of nine (9) months.

     3.8     
Remedies Cumulative. No remedy herein conferred upon or otherwise
available to Mortgagee is intended to be or shall be construed to be exclusive
of any other remedy or remedies; but each and every such remedy shall be
cumulative and shall be in addition to every other remedy given hereunder and
under this Mortgage and now or hereafter existing at law or in equity or by
statute. No delay or omission to exercise any right or power accruing upon any
default shall impair any such right or power, or shall be construed to be a
waiver of any such default, or an acquiescence therein; nor shall the giving,
taking or enforcement against any other or additional security, collateral or
guaranty for the payment of the indebtedness secured under this Mortgage operate
to prejudice, waive or affect the security of this Mortgage or any rights,
powers or remedies hereunder; nor shall Mortgagee be required to first look to,
enforce, or exhaust any such other or additional security, collateral, or
guaranty.

     3.9     
Indulgence by Mortgagee. If Mortgagee (a) grants any extension of time or
forbearance with respect to the payment of any indebtedness secured by this
Mortgage; (b) takes other or additional security for the payment thereof; (c)
waives or fails to exercise any right granted herein or under the Debentures or
this Mortgage; (d) grants any release, with or without consideration, of the
whole or any part of the security held for the payment of the Obligations or the
release of any person liable for payment of such debt; (e) amends or modifies in
any respect any of the terms and provisions hereof or of the Debenture
(including substitution of another) or of this Mortgage; then and in any such
event, such act or omission to act shall not, unless otherwise agreed in writing
by Mortgagee, release Mortgagor under any covenant of the Debentures or this
Mortgage, nor preclude Mortgagee from exercising any right, power, or privilege
herein granted or intended to be granted in the event of any other default then
made or any subsequent default or Event of Default, and without in any way
impairing or affecting the lien or priority of this Mortgage.

5




     3.10    Application
of Proceeds. The proceeds of any sale or sales of the Collateral or any part
thereof pursuant to this Article III shall be applied in the following
order:

          (a)     
To the payment of all costs of the sale and the foreclosure proceedings,
including attorneys' fees and the cost of title searches, abstracts, and
surveys;

          (b)     
To the payment of all other expenses of Mortgagee, including all monies expended
by Mortgagee and all other amounts payable by Mortgagor to Mortgagee hereunder,
with interest thereon; and all taxes, assessments or liens superior to the lien
thereof;

          (c)     
To the payment of the principal and interest on the Debentures;

          (d)     
To the payment of any other sums owed by Mortgagor to Mortgagee; and

          (e)     
To the payment of the surplus, if any, to Mortgagor or to whomsoever shall be
entitled thereto.

     3.11     
Abandonment of Proceedings. If Mortgagee shall have proceeded to enforce
any right under this Mortgage by foreclosure, sale, entry or otherwise, and such
proceedings shall have been discontinued or abandoned for any reason then, and
in every such case, Mortgagor and Mortgagee shall be restored to their former
positions and rights hereunder with respect to the Collateral subject to the
lien hereof.

ARTICLE IV

CONDEMNATION; RELEASES

     4.1     
Condemnation. If all or any part of the Collateral is damaged, taken, or
acquired, either temporarily or permanently, in any condemnation proceeding, by
exercise of the right of eminent domain, by sale in lieu of condemnation or
eminent domain, then the amount of any award or other payment for such taking or
damages made in consideration thereof, to the extent of the full amount of the
then-remaining unpaid indebtedness secured hereby, is hereby assigned to
Mortgagee, who is empowered to collect and receive the same and to give proper
receipts therefore in the name of Mortgagor, and the same shall be paid
forthwith to Mortgagee. Mortgagor shall nevertheless be empowered to contest any
such condemnation proceeding, and should Mortgagor make such contest,
Mortgagee's right to the award shall only be enforceable following a final,
non-appealable court order.

6




     4.2     
Satisfaction of Mortgage. Whenever Mortgagor shall pay or cause to be
paid the entire principal and interest due and to become due upon the
Debentures, and shall have performed and observed all of the terms, covenants,
and conditions by it to be performed or observed under the Debentures and this
Mortgage, then and in such event Mortgagee shall forthwith execute and deliver
to Mortgagor an appropriate instrument of release.

ARTICLE V

SECURITY AGREEMENT; FIXTURE FILING

     5.1     
Creation of a Security Interest. This Mortgage shall be self-operative
and shall constitute a security agreement pursuant to the provisions of the New
Mexico UCC with respect to the Collateral that constitutes personal property
under the New Mexico UCC. Upon Default, the Mortgagee shall have the rights and
remedies of a secured party under the New Mexico UCC as well as all other rights
and remedies available under this Mortgage and at law or in equity, and, at the
Mortgagee’s option, the Mortgagee may also invoke the remedies provided
elsewhere in this Mortgage as to such Collateral. The Mortgagor and the
Mortgagee agree that the rights granted to the Mortgagee as secured party under
this Article 5 are in addition to rather than a limitation on any of the
Mortgagee’s other rights under this Mortgage with respect to the Collateral.

     5.2     
Filing Authorization. The Mortgagor irrevocably authorizes the Mortgagee
to file, in the appropriate locations for filings of UCC financing statements in
any jurisdictions as the Mortgagee in good faith deems appropriate, such
financing statements and amendments as the Mortgagee may require in order to
perfect or continue this security interest, or in order to prevent any filed
financing statement from becoming misleading or from losing its perfected
status.

     5.3     
Fixture Filing. This Mortgage constitutes a financing statement filed as
a fixture filing with the County Clerks of Grant and Hidalgo Counties, New
Mexico with respect to any and all fixtures comprising Collateral. The “debtor”
is Santa Fe Gold Corporation, a Delaware corporation, the “secured party” is
Sulane Holdings, Inc, the collateral is as described in Exhibits A through F and
the granting clause of this Mortgage, and the addresses of the debtor and
secured party are the addresses stated in Section 6.2 of this Mortgage for
Notices to such parties. The owner of record of the real property comprising the
Collateral is the Mortgagor.

ARTICLE 6
 MISCELLANEOUS

     6.1     
Severability. If any term, covenant, or condition of the Debentures or
this Mortgage, or the application thereof to any person or circumstance shall,
to any extent, be invalid or unenforceable, the remainder of the Debentures, and
the Mortgage, and the application of such term, covenant, or condition to
persons or circumstances other 

7




than those as to which it is held invalid or unenforceable,
shall not be affected thereby and each term, covenant, or condition of the
Debentures and the Mortgage shall be valid and be enforced to the fullest extent
permitted by law.

     6.2     
Notices. “Notice” means any notice, demand, request, or other
communication or document to be provided under this Mortgage to a party. The
notice shall be in writing and shall be given to the party at its address or
telecopy number set forth below or at such other address or telecopy number as
the party may later specify for that purpose by notice to the other party. Each
notice shall, for all purposes, be deemed given and received: (a) if given by
telecopy, when the telecopy is transmitted to the party's telecopy number
specified below and confirmation of complete receipt is received by that
transmitting party during normal business hours or on the next business day if
not confirmed during normal business hours; (b) if hand delivered to a party
against receipted copy, when the copy of the notice is receipted; (c) if given
by a nationally recognized and reputable overnight delivery service, the day on
which the notice is actually received by the party; or (d) if given by any other
means or if given by certified mail, return receipt requested, postage prepaid,
two (2) business days after it is posted with the United States Postal Service,
at the address of the party specified below:

	 	Mortgagor: 
	 	Santa Fe Gold Corporation 
	 	11128 Pennsylvania NE, Suite 200, 
	 	Albuquerque, NM 87110 
	 	Attention: W. Pierce Carson 
	 	Telephone: (505) 255-4852 
	 	Facsimile: (505) 255-4851 
	 	  
	 	  
	 	Mortgagee: 
	 	Sulane Holdings, Inc. 
	 	P.O. Box 414 
	 	CH-1630 Bulle, Switzerland 
	 	  
	 	With a copy to: 
	 	  
	 	Karen C. Wiedemann 
	 	Fried, Frank, Harris, Shriver & Jacobson
      (London) LLP 
	 	99 City Road 
	 	London EC1Y 1AX 
	 	Telephone:: +44 20 7972 9624 
	 	Facsimile: +44 20 7972 9602



     6.3     
Waivers by Mortgagor. Except as otherwise provided herein and to the
fullest extent permitted by applicable law, Mortgagor, for itself, its
successors and assigns, and each and every person with any interest in the
Collateral, or any part thereof, 

8




whether now owned or hereafter acquired, hereby waives, with
respect to the indebtedness secured hereby, notice of maturity, demand,
presentment for payment, diligence in collection, and notice of nonpayment and
protest; hereby consents and agrees to any extension of time, whether one or
more, for the payment thereof and/or to any and all renewals thereof.

     6.4     
Applicable Law. This Mortgage shall be interpreted in accordance with
and, in all respects, governed by the internal laws of the State of New
Mexico.

     6.5     
Expenses of Mortgagee. If Mortgagee is made a party to any suit or
proceeding by reason of the interest of Mortgagee in the Collateral, or if the
Debentures or this Mortgage are placed in the hands of an attorney or attorneys
to defend or enforce any rights of Mortgagee, then Mortgagor shall reimburse
Mortgagee for all costs and expenses, including reasonable attorneys' fees
incurred by Mortgagee in connection therewith. All amounts incurred by Mortgagee
hereunder shall be secured hereby and shall be due and payable by Mortgagor to
Mortgagee forthwith on demand, with interest thereon at the rate at which
interest accrues on amounts due under the Debentures after the same became
due.

     6.6     
Amendment. Neither this Mortgage nor any term, covenant, or condition
contained herein may be amended, modified, or terminated, except by an agreement
in writing, signed by the party against whom enforcement of the amendment,
modification, or termination is sought.

	 	SANTA FE GOLD
      CORPORATION 
	 	 	  
	 	By:	
	 	Name:	
	 	Title:	


STATE OF ___________

COUNTY OF _______________

This instrument was acknowledged before me on December ____,
  2007, by _________________________________________________________ as _____________________
  of Santa Fe Gold Corporation.

	 	 
	(Seal) 	Notary Public 
	 	 
	  	My commission expires:
      __________________________________________________ 


9





EXHIBIT A

PATENTED CLAIMS

Those patented mining claims in the Steeple Rock Mining District,
  located in Sections 35 and 36, T16S, R21W, Grant County, New Mexico encompassing
  117.609 acres, more or less, held under leases and which are further described
  as follows:

	Claim Name 	Mineral Survey Number 	Acres 
	Alta Lode 	1010-A 	14.049 
	Surprise Lode 	1010-B 	10.920 
	Surprise Tunnel Lode 	1010-C 	9.367 
	Summit Lode 	1010-D 	9.547 
	Summit Tunnel Lode 	1010-E 	9.367 
	Apex Lode 	1010-F 	10.980 
	Irish Jew Lode 	1010-G 	18.274 
	Puzzle Lode 	1010-H 	10.430 
	Black Spar Lode 	1010-I 	7.224 
	Jack Pot Lode 	1010-J 	17.451 








EXHIBIT B 

UNPATENTED CLAIMS

The following unpatented lode mining claims are in Township
  16 South, Range 21 West, Grant County, New Mexico. They were located on January
  27, 2004.

	BLM Serial No 	Claim Name/Number 	Section 
	NMMC170439 	NORMAN KING 	26 
	NMMC170440 	NEW NORMAN KING NO 1 	26 
	NMMC170440 	NEW NORMAN KING NO 1 	27 
	NMMC170449 	NG #41 	26 
	NMMC170449 	NG #41 	35 
	NMMC170448 	NG #46 	35 
	NMMC170456 	NG #47 	36 
	NMMC170456 	NG #47 	35 
	NMMC170457 	NG #51 	35 
	NMMC170454 	NG #52 	36 
	NMMC170454 	NG #52 	35 
	NMMC170455 	NG #53 	36 
	NMMC170453 	NG #58 	36 
	NMMC170452 	NG #62 	36 
	NMMC170452 	NG #62 	35 
	NMMC170444 	NG #63 	36 
	NMMC170443 	NG #67 	36 
	NMMC170443 	NG #67 	35 
	NMMC170442 	NG #78 	36 
	NMMC170441 	NG #83 	36 
	NMMC170445 	RUBY RED 	36 
	NMMC170446 	RUBY RED NO 1 	36 
	NMMC170447 	RUBY RED NO 2 	36 
	NMMC170464 	NEW SUMMIT NO 1 	35 
	NMMC170462 	NEW SUMMIT NO 3 	26 
	NMMC170461 	NEW SUMMIT NO 4 	35 
	NMMC170460 	NEW SUMMIT NO 5 	35 
	NMMC170459 	NEW SUMMIT NO 6 	35 
	NMMC170458 	NEW SUMMIT NO 7 	26 
	NMMC170458 	NEW SUMMIT NO 7 	35 
	NMMC170451 	NEW SUMMIT NO 8 	26 
	NMMC170450 	NEW SUMMIT NO 9 	26 
	NMMC170450 	NEW SUMMIT NO 9 	35 








Lordsburg Patented Claims,
  Virginia Mining District, Hidalgo
  Co., NM

EXHIBIT C

	  	  	  	County Recording 	Location 	  
	Claim Name 	Survey No. 	Patent No.  	 Patent Book 	Page 	Township 	 Range 	Section 	Acres 
	Johannesburg 	1871 	904000 	1 	189 	23S 	19W 	4 	18.838 
	Nellie Gray 	1870 	884351 	1 	108 	23S 	19W 	14 	  
	March No. 1 	1870 	884351 	1 	108 	23S 	19W 	14 	  
	  	  	  	  	  	  	  	  	58.735 
	March No. 2 	1870 	884351 	1 	108 	23S 	19W 	14 	  
	Congress 	1870 	884351 	1 	108 	23S 	19W 	14 	  
	August 	1914 	968385 	1 	248 	23S 	19W 	13,14, 23, 24 	19.059 
	Teddy 	1591 	567465 	A 	316 	23S 	19W 	13,14, 23, 24 	  
	Lone 	1591 	567465 	A 	316 	23S 	19W 	13,14, 23, 24 	  
	Sunrise 	1591 	567465 	A 	316 	23S 	19W 	13,14, 23, 24 	92.428 
	Cochise 	1591 	567465 	A 	316 	23S 	19W 	13,14, 23, 24 	  
	Shoofly 	1591 	567465 	A 	316 	23S 	19W 	13,14, 23, 24 	  
	Chance 	1945 	985750 	1 	287 	23S 	19W 	13,14, 23, 24 	19.900 
	August No. 2 	1917 	973416 	1 	270 	23S 	19W 	13,14, 23, 24 	3.047 
	Oro Alto No. 3 	2074 	1113729 	2 	280 	23S 	19W 	13,14 	19 
	Manilla 	2075 (1913) 	1113546 	2 	276 	23S 	19W 	13,14,24 	19 
	Bonney Extension 	2075 (1913) 	1113546 	2 	276 	23S 	19W 	13,14,24 	7 
	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	Approx. 	257.007 


Note: "Acres" are approximate, from Hidalgo Co. tax roles where
  available and estimated from claim map for Oro Alto No. 3, Manilla, and Bonney
  Extension Claims.





Exhibit D

Buildings, Structures and Improvements

All in, on or under the Patented Claims described on Exhibits
  A and C. 

	(1) 	 All roads, trails and access routes to and associated
        with the Patented Claims.

	 	 
	(2) 	 All mine openings, tunnels, drill holes, wells, shafts
        and workings.

	 	 
	(3) 	 All mine timbers, piping, rock support devices, chutes,
        fences, gates, and hoppers and bins.

	 	 
	(4) 	 Any other buildings, structures and improvements associated
        with or on the Patented Claims described on Exhibits A and C.









Exhibit E

Personal Property, Equipment and Supplies

	(1) 	 All drill core, rock samples, ore and rock stockpiles,
        and materials in, on, under or associated with the patented and unpatented
        mining claims listed in Exhibits A, B, and C.

	 	 
	(2) 	 All title, geological, exploration, environmental, feasibility,
        mining and related reports and studies, drill logs and technical data
        in the possession of Lordsburg relating to the patented and unpatented
        mining claims listed in Exhibits A, B, and C.

	 	 
	(3) 	 Any other personal property, equipment and supplies
        in, on, under or associated with the patented and unpatented mining claims
        listed in Exhibits A, B, and C.









Exhibit F

Milling Equipment

     The following flotation milling
  equipment currently installed at the St. Cloud Mill Site near Winston in Sierra
  County, New Mexico.

	Item
    	Equipment No. 	Description 	Size 	Serial 
	No. 	  	 	  	  
	  	  	 	  	  
	Grinding Circuit 	 	  	  
	  	  	 	  	  
	1) 	353-03-001 	Ball Mill: Denver, rubber lined, grate 	7 x 10' 	190906-002-1 
	  	  	discharge, automatic lubrication system, 	  	  
	  	  	complete with 300 HP, 480 volt motor, 	  	  
	  	  	structural steel, guards and accessories 	  	  
	  	  	including feed chute, ball mill sump, 	  	  
	  	  	piping and walkways. 	  	  
	  	  	 	  	  
	2) 	353-03-002 	Krebs Cyclone Classifier System and 	  	  
	  	  	accessories for Item 1. 	D15B-854 	33660 
	  	  	 	  	  
	3) 	353-07-005-2 	Centrifugal Pump, Denver Model 	5x4" 	190906-023 
	  	  	SRL-C, 15 HP, rubber lined, complete 	  	  
	  	  	for slurry feed of Items 1 and 2. 	  	  
	  	  	 	  	  
	4) 	353-03-004 	Flotation Conditioners, 2@ Denver, complete 	6x6' 	190906-005-1 
	  	  	with tank and 3 HP agitator mechanism. 	  	  
	  	  	 	  	  
	Flotation Circuit 	 	  	  
	  	  	 	  	  
	5) 	353-09-002-4 	Automatic Samplers (3@), Denver units 	S25 	190906-01 (1-3) 
	  	  	with wet cutter heads and accessories, 	  	  
	  	  	complete with 1/4 HP drives and piping. 	  	  
	  	  	 	  	  
	6) 	n/a 	Rougher Flotation Cells (Copper circuit), 	@100 ft3 	n/a 
	  	  	Denver, 3@, unit @ with 15 HP electric 	  	  
	  	  	motors, complete with accessories including 	  	  
	  	  	level controls, launders, steel walkways, sump, 	  	  
	  	  	piping, agitators, rakes and blower mech- 	  	  
	  	  	anisms. 	  	  
	  	  	 	  	  
	7) 	353-03-007 	Flotation Blowers, 2@ Spencer Turbo- 	n/a 	262501-2 
	  	  	compressor, 7.5 HP with piping and 	  	  
	  	  	and accessories, Model 2007-H-MOD 	  	  
	  	  	for flotation cells. 	  	  
	  	  	 	  	  
	8) 	353-03-006 	Rougher Flotation Cells (Zinc circuit), 	@24 ft3 	19096-006 
	  	  	6@ unit @ 7.5HP, complete as per 	  	  
	  	  	Item 6. 	  	  
	  	  	 	  	  
	9) 	n/a 	Slurry Pumps, 4@ Denver Model SRL, 	5x4" 	19096-02, etc. 
	  	  	15 HP, rubber-lined flotation feed and 	  	  
	  	  	tailings pumps, complete including piping 	  	  
	  	  	valves. 	  	  









	10) 	353-03-13 	Scavenger Flotation Cells (Copper circuit), 	@50 ft3 	 n/a 
	  	  	4 @ Denver units with 15 HP 	  	  
	  	  	electric motors, as per Item 6. 	  	  
	  	  	  	  	  
	11) 	n/a 	Cleaner Flotation Cells (Copper circuit), 	@24 ft3 	 n/a 
	  	  	2 @ Denver units with 7.5 HP electric 	  	  
	  	  	motors, as per Item 6. 	  	  
	  	  	  	  	  
	12) 	353-03-005 	Cleaner Flotation Cells (2nd stage, copper 	@15ft3 	90906-013-1 
	  	  	circuit), 2 @ Denver units with 3 HP 	  	  
	  	  	electric motors, as per item 6. 	  	  
	  	  	  	  	  
	13) 	353-03-020 	Column Flotation Cells (zinc circuit), 	3x30' 	n/a 
	  	  	2@ complete with level controls, 	  	  
	  	  	spargers, launders, stairs and railing, 	  	  
	  	  	piping, etc. 	  	  
	  	  	  	  	  
	Thickening and Filtration Circuit 	  	  
	  	  	  	  	  
	14) 	353-03-008 	Thickener Tank and Mechanism (Zinc circuit) 	10x24' 	90906-016-1 
	  	353-07-30 	Thickener Tank and Mechanism (Copper circuit) 	  	  
	  	  	2@ thickener tanks with Denver rake-type 	  	  
	  	  	mechanisms, 1 1/2 HP electric motors, complete 	  	  
	  	  	with walkways, piping, scum baffles, discharge 	  	  
	  	  	cones and sprays. 	  	  
	  	  	  	  	  
	15) 	353-07-002 	Slurry Pumps, 2@ Denver Model SRL, 	1 1/2 x 1 1/4" 	19365-001, 
	  	  	3 HP, rubber-lined filter feed and 	  	etc. 
	  	  	concentrate pumps, complete including piping 	  	  
	  	  	and valves. 	  	  
	  	  	  	  	  
	16) 	353-03-010 	Vacuum Pumps, 2@ Nash (concentrate 	CL-403 	90-906-0 
	  	  	dewatering) pumps @ 30 HP complete 	  	  
	  	  	with vacuum tanks, piping and valves, 	  	  
	  	  	controls and accessories. 	  	  
	  	  	  	  	  
	17) 	353-03-012 	Centrifugal Pumps, 2 @ Marlow, 2 HP 	2SEL-11D 	67-1652 
	  	  	filtrate water discharge pumps complete 	  	  
	  	  	with piping and valves. 	  	  
	  	  	  	  	  
	18) 	353-01-011 	Drum Filter, Denver, string discharge, 	4x8' 	90906-018-1 
	  	  	complete with receiver, valves, piping, 	  	  
	  	  	structural steel decking, 1 HP variable 	  	  
	  	  	speed drive and accessories. 	  	  
	  	  	  	  	  
	19) 	353-02-22 	Drum Filter, Eimco, as Item 18. 	4x8' 	n/a 
	  	  	  	  	  
	Miscellaneous Items 	  	  	  
	  	  	  	  	  
	20) 	353-09-005 	Clarkson Reagent feeders, stainless 	E-2 	288. etal 
	  	  	steel, double and single wheel type, 	  	  
	  	  	variable speed, 1 lot of several units 	  	  
	  	  	  	  	  
	21) 	n/a 	Sample vacuum filter press, misc. 	n/a 	n/a 
	  	  	pans, splitters and sample prep. 	  	  
	  	  	Equipment, 1 lot of several items. 	  	  









	22) 	n/a 	Cable trays, power cable and misc. 	n/a 	n/a 
	  	  	electrical components as may be 	  	  
	  	  	available for above equipment. 	  	  
	  	  	  	  	  
	23) 	n/a 	Spare parts inventory as may be 	n/a 	n/a 
	  	  	present and available for above 	  	  
	  	  	equipment including agitator 	  	  
	  	  	mechanisms, pulleys, belts, 	  	  
	  	  	rubber liners, bearings, etc. 	  	  
	  	  	  	  	  
	24) 	n/a 	All other structural steel, stairways, 	n/a 	n/a 
	  	  	decking, support columns, piping and 	  	  
	  	  	railings present but not specifically 	  	  
	  	  	itemized above. 	  	  
	  	  	  	  	  
	25) 	n/a 	Consumable supply inventories of 	n/a 	n/a 
	  	  	flotation reagents, grinding balls, 	  	  
	  	  	and miscellaneous supplies as may 	  	  
	  	  	be present and available.