confused ??, page-6

www.santafegold.com

sec filing section of this.

Good luck seeking any value from Shares !

Santa Fe letter to IGS dated 20 Jan 2014 reads;

1.4
IGS Representations and Warranties relating to the Issuance of the Conversion Shares.

By executing this Letter Agreement and in connection with Santa Fe issuing the Conversion Shares, IGS represents, warrants and acknowledges to Santa Fe and Tyhee that:

(a)
IGS acknowledges that Santa Fe is making the offering and sale of the Conversion Shares in reliance upon an exemption from registration under Regulation S (“REGULATION S”) of the Securities Act of 1933, as amended (the “1933 ACT”). In this regard, the undersigned represents, warrants, certifies and agrees:

(i) IGS is a non-United States person;

(ii)

(a) that any resale will either be in accordance with Regulation S, after registration, or under a registration exemption; and (b) IGS will not engage in hedging transactions for the Conversion Shares, except in compliance with the Securities Act; and

2

(iii)
Santa Fe will be required to refuse to register any transfer of the Securities that is not made either in accordance with Regulation S, after registration, or under a registration exemption.

(b)
IGS understands that the Conversion Shares have not been registered under the 1933 Act or any state securities laws and any future sale of the Conversion Shares is regulated by the 1933 Act and applicable state securities laws;

(c)
IGS will not sell or otherwise transfer or dispose of any of the Conversion Shares (i) except in strict compliance with the provisions of this Letter Agreement and the restrictions on transfer described herein and (ii) unless such securities are either registered under the 1933 Act, and any applicable state securities laws, or the sale is exempt from such registration requirements and the undersigned delivers to Santa Fe a legal opinion acceptable to Santa Fe in scope and substance to such effect;