UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (date of earliest event reported): January
7, 2021
BULLFROG GOLD CORP.
(Exact name of registrant as specified in
its charter)
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Delaware
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000-54653
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41-2252162
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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Suite 555 – 999 Canada Place, Vancouver, BC, Canada
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V6C 3E1
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (604) 687-1717
_____________________________________________
(Former name or former address, if changed
since last report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(see General Instruction A.2. below):
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section
12(b) of the Act: None
Indicate by check
mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
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Item 5.02
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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On
January 7, 2021, David Beling resigned as a director of Bullfrog Gold Corp. (the “Corporation”). Mr. Beling’s
resignation was not the result of any disagreement with the Company or its management regarding any matter relating to the Company’s
operations, policies or practices.
On
January 7, 2021, the Corporation’s board of directors (the “Board”) expanded the size of the Board to
seven (7) directors and appointed Mr. Richard Warke, Ms. Poonam Puri and Mr. John Boehner as directors of the Corporation to fill
vacancies on the Board. Each director shall serve until their successor is duly elected and qualified or until their earlier resignation
or removal from office.
Mr.
Warke is a Canadian business executive with more than 35 years of experience in the mining sector. Mr. Warke founded the Augusta
Group and led a number of successful precious and base metal exploration and development companies from the initial discovery through
the exploration, permitting and feasibility stages to their ultimate acquisitions, totaling over C$4.5 billion in the
last ten years. Recently, Mr. Warke cofounded Equinox Gold Corp. (acting as Director, President and CEO of Catalyst Copper
Corp. from August 2014 to December 2017, which merged with NewCastle Gold Ltd., and Director and Executive Chairman of NewCastle
Gold Ltd. from May 2016 until its merger to form Equinox Gold Corp. in December 2017) and founded and serves as Executive Chair
of Solaris Resources Inc. (January 2020 to present) and Titan Mining Corporation (June 2017 to present).
Ms. Puri is an experienced corporate director
and professor of business law at Osgoode Hall Law School in Toronto. She is also a practicing lawyer and affiliated scholar at
Davies Ward Phillips & Vineberg LLP from 2015 to present. Ms. Puri currently serves on the boards of Canadian Apartment Properties
Real Estate Investment Trust, the Canada Infrastructure Bank and Holland Bloorview Kids Rehabilitation Hospital. Ms. Puri has been
recognized as one of the top 25 most influential lawyers in Canada by Canadian Lawyer Magazine. She has been named one of the 100
Most Powerful Women in Canada, and she is a past recipient of Canada’s Top 40 under 40 Award. Ms. Puri earned her Bachelor
of Laws degree from the University of Toronto, and she holds a Master of Laws degree from Harvard Law School.
Mr.
Boehner served as the 53rd Speaker of the United States House of Representatives from 2011 to 2015. A member of the Republican
Party, Mr. Boehner was the U.S. Representative from Ohio's 8th congressional district, serving from 1991 to 2015. He previously
served as the House Minority Leader from 2007 until 2011, and House Majority Leader from 2006 until 2007. Following his career
in government service from 2016 to present, Mr. Boehner joined Squire Patton Boggs, a global law and public policy firm.
None of the above appointed directors have
a family relationship with any other member of the Board or any executive officer of the Corporation, and, except as disclosed
below in relation to Mr. Warke, none have been a participant or had any interest in any transaction with the Corporation that is
reportable under Item 404(a) of Regulation S-K. Except as disclosed below in relation to Mr. Warke, there is no arrangement or
understanding between any of the Corporation’s officers and directors and Mr. Warke, Ms. Puri and Mr. Boehner pursuant to
which they were selected to serve as a director.
Mr. Warke is the sole officer and director
of Augusta Investments Inc. (“Augusta”), the Corporation’s largest stockholder. On October 26, 2020, the
Corporation closed a private placement of units with Augusta pursuant to which Augusta gained control of the Corporation and a
number of current officers and directors of the Corporation were appointed. Augusta controls 110,750,000 shares of common stock
with the right to acquire an additional 104,250,000 shares underlying warrants representing 46.60% of the issued and outstanding
voting shares (common and preferred) of the Corporation on a partially diluted basis as of January 12, 2021.
Bullfrog has not yet determined director
compensation.
In
connection with their appointment, none of the directors were appointed to serve on any committees of the Board.
Item 5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year
On January 11,
2021, the Corporation filed a Certificate of Amendment to its Certificate of Incorporation to change the name of the Corporation
to “Augusta Gold Corp.” and effect a reverse stock split of the Corporation’s shares of common stock on the basis
of one (1) post-split share for every six (6) pre-split shares. The Certificate of Amendment has an effective time of 12:01 a.m.
Eastern Standard Time on January 26, 2021. The name change and reverse stock split were previously disclosed in the Corporation’s
definitive information statement on Schedule 14C as filed with the Commission on January 4, 2021.
The above description
of the Certificate of Amendment is qualified in its entirety by the Certificate of Amendment which is filed herewith as Exhibit
3.1 and is incorporated herein by reference.
Item 7.01 Regulation
FD
On January 7,
2021, the Corporation issued a press release that announced that the appointment of directors
and management and its proposed name change and reverse stock split.
A copy of the
press release is attached to this report as Exhibit 99.1. In accordance with General Instruction B.2 of Form 8-K, the
information set forth herein and in the press release is deemed to be “furnished” and shall not be deemed to be “filed”
for purposes of the Securities Exchange Act of 1934, as amended and shall not be incorporated by reference into any registration
statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly
set forth by specific reference in such filing. The information set forth in Item 7.01 of this report shall not be deemed an admission
as to the materiality of any information in this report on Form 8-K that is required to be disclosed solely to satisfy the
requirements of Regulation FD.
Item 9.01 Exhibits
*The Exhibit relating
to Item 7.01 is intended to be furnished to, not filed with, the SEC pursuant to Regulation FD.
SIGNATURE
Pursuant to the requirement of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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BULLFROG GOLD CORP.
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Date: January 13, 2021
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By:
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/s/ Maryse Bélanger
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Name:
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Maryse Bélanger
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Title:
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President and Chief Executive Officer
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Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE
AMENDED
AND RESTATED
CERTIFICATE OF INCORPORATION
OF
BULLFROG GOLD CORP.
Bullfrog Gold Corp. (the “Corporation”),
a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”),
does hereby certify that:
FIRST. The amendments to the
Corporation’s Amended and Restated Certificate of Incorporation, as amended, as set forth below, were duly adopted by the
Board of Directors by written consent in accordance with the provisions of Sections 141 and 242 of the DGCL, declaring said amendments
to be advisable and directing that said amendments be considered for approval by the stockholders of the Corporation by written
consent.
SECOND. That the amendments set forth
below were approved by the stockholders of the Corporation by written consent in accordance with Sections 228 and 242 of the DGCL,
which written consent was signed by holders representing the necessary number of shares, as required by the DGCL, to vote in favor
of the amendment and that the said amendments were duly adopted in accordance with the provisions of Section 242 of the DGCL.
THIRD. That upon the Effective
Time of this Certificate of Amendment, Article I of the Amended and Restated Certificate of Incorporation, as amended, is hereby
amended to read in its entirety as follows:
“FIRST: The name of the Corporation is Augusta
Gold Corp.”
FOURTH. That upon the Effective Time of this Certificate
of Amendment, the Amended and Restated Certificate of Incorporation, as amended, is hereby amended by adding the following to the
end of Article IV.A:
“Upon the effectiveness
of this Certificate of Amendment to the Certificate of Incorporation of the Corporation, every six (6) shares of the Corporation’s
issued and outstanding Common Stock, par value $0.0001 per share, that are issued and outstanding or held by the Corporation in
treasury stock immediately prior to 12:01 a.m. Eastern Standard Time on January 26, 2021 shall, automatically and without any further
action on the part of the Corporation or the holder thereof, be combined into one (1) validly issued, fully paid and non-assessable
share of the Corporation’s Common Stock, par value $0.0001 per share, provided that in the event a stockholder would otherwise
be entitled to a fraction of a share of Common Stock pursuant to the provisions of this Article (taking into consideration all
shares of Common Stock owned by such stockholder), such stockholder shall receive one whole share of Common Stock in lieu of such
fractional share and no fractional shares shall be issued.”
FIFTH. Except as herein amended,
the Corporation’s Amended and Restated Certificate of Incorporation, as amended, shall remain in full force and effect.
SIXTH. The Effective Time of
this Certificate of Amendment will be January 26, 2021 at 12:01 a.m. Eastern Standard Time.
[Signature Page Follows]
IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by a duly authorized officer on this 11th
day of January, 2021.
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BULLFROG GOLD CORP.
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By:
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(signed) Tom Ladner
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Its:
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Vice President, Legal
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Exhibit 99.1
BULLFROG
ANNOUNCES NAME CHANGE TO AUGUSTA GOLD AND SHARE CONSOLIDATION; ADDS TO ITS BOARD AND MANAGEMENT
Vancouver, British Columbia, January
7, 2021 - Bullfrog Gold Corp. (BFGC:OTCQB; BFG:CSE; 11B:FSE) (“Bullfrog” or the “Company”) announces
its intention for a corporate name change to Augusta Gold Corp., a consolidation of its capital on the basis of one (1) new share
for every six (6) old shares held and a change to its trading symbol to ‘G’ on the Canadian Stock Exchange (“CSE”).
Highlights
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Name change to
Augusta Gold Corp.
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Consolidation
of its capital on a six old for one new basis
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Trading symbol
change on the CSE to ‘G’
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Strengthens board
of directors with the addition of Richard Warke, John Boehner and Poonam Puri
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Strengthens management
team
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Maryse
Belanger, President and CEO commented: “The name change reflects the changes in the management and leadership of the Company
and underscores our focus on building a long-term business that delivers stakeholder value. By strengthening the board and management
we now have in place the team with the industry expertise that will be key to delivering on our strategy which includes the goal
of building one of the next operating mines in Nevada and undertaking a significant exploration drill program on our under-explored
land package located in the prolific Bullfrog district.”
Board
Appointments
The
appointments to the board include Mr. Richard Warke as Executive Chairman, Ms. Poonam Puri and Mr. John Boehner as non-executive
directors of the Company, effective immediately. Mr. David Beling has retired from the board of directors.
Mr.
Warke is a Canadian business executive with more than 35 years of experience in the mining sector. Mr. Warke founded the Augusta
Group and led a number of successful precious and base metal exploration and development companies from the initial discovery through
the exploration, permitting and feasibility stages to their ultimate acquisitions, totalling over C$4.5 billion in the
last ten years. Recently, Mr. Warke cofounded Equinox Gold and founded and serves as Executive Chair of Solaris Resources
and Titan Mining.
Ms. Puri is an experienced corporate director
and professor of business law at Osgoode Hall Law School in Toronto. She is also a practising lawyer and affiliated scholar at
Davies Ward Phillips & Vineberg LLP. Ms. Puri currently serves on the boards of Canadian Apartment Properties Real Estate Investment
Trust, the Canada Infrastructure Bank and Holland Bloorview Kids Rehabilitation Hospital. Ms. Puri has been recognized as one of
the top 25 most influential lawyers in Canada by Canadian Lawyer Magazine. She has been named one of the 100 Most Powerful Women
in Canada, and she is a past recipient of Canada’s Top 40 under 40 Award. Ms. Puri earned her Bachelor of Laws degree from
the University of Toronto, and she holds a Master of Laws degree from Harvard Law School.
Mr.
Boehner served as the 53rd Speaker of the United States House of Representatives from 2011 to 2015. A member of the Republican
Party, Mr. Boehner was the U.S. Representative from Ohio's 8th congressional district, serving from 1991 to 2015. He previously
served as the House Minority Leader from 2007 until 2011, and House Majority Leader from 2006 until 2007. Following his career
in government service, Mr. Boehner joined Squire Patton Boggs, a global law and public policy firm.
Management
Appointments
The
management team appointments include Michael McClelland as Chief Financial Officer, Tom Ellard as Chief Administrative Officer,
Purni Parikh as Senior Vice President Corporate Affairs, Lynette Gould as Senior Vice President Investor Relations and Corporate
Development, Tom Ladner as Vice President Legal, Johnny Pappas as Vice President Environmental and Planning, Scott Burkett as Vice
President Exploration, John Hill as Vice President Human Resources and Safety and Bob Morgan as Vice President Capital Projects.
Further information on the management team can be found at www.bullfroggold.com/management-team.
Share
Consolidation
The
Company’s Board of Directors and a majority of its stockholders have approved a consolidation (the “Consolidation”)
of the common stock of the Company on a six-to-one basis. The Company currently has 336,456,288 shares of common stock outstanding
and if completed, the Consolidation would reduce the issued and outstanding shares of common stock to approximately 56,076,048
common shares. The Company anticipates that the Consolidation will take effect on or about January 26, 2021 subject to regulatory
approvals including the approval of the Financial Industry Regulatory Authority Inc. To
the extent the reverse stock split would result in a stockholder owing a fractional share, such stockholder will have the number
of post-Consolidation shares to which they are entitled rounded up to the next whole number of shares. No stockholders will receive
cash in lieu of fractional shares. Proportionate adjustments will be made to the number of
shares of common stock issuable upon exercise or conversion of Company's outstanding preferred shares, stock options and warrants.
Additional information regarding the Consolidation
is available in the definitive information statement for the Consolidation filed by the Company with the U.S. Securities and Exchange
Commission.
Enquiries:
Lynette Gould
SVP Investor Relations & Corporate
Development
Telephone: 604-687-1717
Email: LGould@augustacorp.com
About Bullfrog Gold Corp.
Bullfrog Gold is a rapidly growing exploration
and development company focused on building a long-term business that delivers stakeholder value through developing the Bullfrog
Gold Project and pursing accretive M&A opportunities. The Bullfrog Gold Project is located in the prolific Bullfrog district
approximately 120 miles north-west of Las Vegas, Nevada and 4 miles west of Beatty, Nevada. The Company controls 6,750 acres of
mineral rights including the Bullfrog and Montgomery-Shoshone deposits and has further identified significant additional mineralization
around the existing pits and defined several exploration targets that could further enhance the Project. The
Company is led by a management team and board of directors with a proven track record of success in financing and developing mining
assets and delivering shareholder value. For more information please visit www.bullfroggold.com.
Forward
Looking Statements
Certain statements and information contained
in this new release constitute "forward-looking statements", and "forward-looking information" within the meaning
of applicable securities laws (collectively, "forward-looking statements"). These include statements regarding our intention
for a corporate name change to Augusta Gold Corp., a consolidation of its capital on the basis of one (1) new share for every six
(6) old shares held and a change to its trading symbol to ‘G’ on the Canadian Stock Exchange; that by strengthening
the board and management we now have in place the team with the industry expertise that will be key to delivering on our strategy;
the Company’s goal of building one of the next operating mines in Nevada and undertaking a significant exploration drill
program on our under-explored land package located in the prolific Bullfrog district; that the Company anticipates that the Consolidation
will take effect on or about January 26, 2021 subject to regulatory approvals; and the manner in which fractional shares and exchangeable
securities will be adjusted under the Consolidation. Such forward-looking statements involve known and unknown risks and uncertainties
that may cause our actual results, performance or achievements to be materially different from any future results, performance
or achievements expressed or implied by such forward-looking statements. When used in this news release words such as “intention",
“anticipates”, "will”, “goal” and similar expressions are intended to identify these forward-looking
statements. Although the Company believes that the expectations reflected in such forward-looking statements and/or information
are reasonable, undue reliance should not be placed on forward-looking statements since the Company can give no assurance that
such expectations will prove to be correct. These statements involve known and unknown risks, uncertainties and other factors that
may cause actual results or events to differ materially from those anticipated in such forward-looking statements, including risks
that the required approvals for the consolidation and name change (including the approval of the Financial Industry Regulatory
Authority Inc. and the Canadian Securities Exchange) are not obtained when expected (if at all) and the risks, uncertainties and
other factors identified in the Company's periodic filings with Canadian securities regulators, and assumptions made with regard
to the ability to advance exploration efforts at the Bullfrog Gold Project; the results of such exploration efforts; and the Company’s
ability to advance its projects and achieve its growth objectives. These forward-looking statements are based largely on current
expectations and projections about future events and financial trends affecting the financial condition of our business. These
forward-looking statements were derived using numerous assumptions regarding expected project parameters, results of operations,
performance and business prospects and opportunities that could cause actual results to differ materially from those in the forward-looking
statements. While the company considers these assumptions to be reasonable, based on information currently available, they may
prove to be incorrect.
Forward-looking statements are based
on information available at the time those statements are made and/or management's and/or its qualified persons' good faith belief
as of that time with respect to future events, and are subject to information currently available, they may prove to be incorrect.
Forward-looking statements are based on information available at the time those statements are made and/or management's and/or
its qualified persons' good faith belief as of that time with respect to future events, and are subject to known and unknown risks
and uncertainties outlined in the Company's corporate disclosure and other documents filed on www.sec.gov
and www.sedar.com, that could cause actual performance or results to differ
materially from those expressed in or suggested by the forward-looking statements. Forward-looking statements speak only as of
the date those statements are made. Except as required by applicable law, we assume no obligation to update or to publicly announce
the results of any change to any forward-looking statement contained herein to reflect actual results, future events or developments,
changes in assumptions or changes in other factors affecting the forward- looking statements. If we update any one or more forward-looking
statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.
You should not place undue importance on forward-looking statements and should not rely upon these statements as of any other
date. All forward-looking statements contained in this news release are expressly qualified in their entirety by this cautionary
statement.