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 20, 2021

 

BULLFROG GOLD CORP.

(Exact name of registrant as specified in its charter)

 

Delaware   000-54653   41-2252162
(State or other jurisdiction
of incorporation) 		  (Commission
File Number) 		  (IRS Employer
Identification No.)

 

Suite 555 – 999 Canada Place, Vancouver, BC, Canada   V6C 3E1
(Address of principal executive offices)   (Zip Code)

 

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):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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. ¨

 

 

 

 

 

 

Item 5.02 Election of Director

 

On January 20, 2021, the board of directors (the “Board”) of Bullfrog Gold Corp. (the “Corporation”) appointed Mr. Len Boggio as a director of the Corporation to serve until his successor is duly elected and qualified or until his earlier resignation or removal from office.

 

Mr. Boggio was formerly a partner of PricewaterhouseCoopers LLP (PwC) where he served for more than 30 years until his retirement in May 2012. During that time, he was Leader of the B.C. Mining Group of PwC, a senior member of PwC’s Global Mining Industry Practice and an auditor of Canadian, U.S., U.K. and other internationally-listed mineral resource and energy clients. Mr. Boggio is a Fellow of the Chartered Professional Accountants of Canada (FCPA, FCA) and has served as president of the British Columbia Institute of Chartered Accountants and chairman of the Canadian Institute of Chartered Accountants.

 

Mr. Boggio does not have a family relationship with any other member of the Board or any executive officer of the Corporation, and Mr. Boggio has not been a participant or had any interest in any transaction with the Corporation that is reportable under Item 404(a) of Regulation S-K. There is no arrangement or understanding between any of the Corporation’s officers and directors and Mr. Boggio pursuant to which he was selected to serve as a director.

 

The Corporation has not yet determined director compensation and Mr. Boggio has not yet been appointed to serve on any committee of the Board.

 

Item 7.01 Regulation FD

 

On January 20, 2021, the Corporation issued a press release that announced the appointment of Mr. Boggio to the Board.

 

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

 

Exhibit No.   Name
99.1   Press Release dated January 20, 2021*

 

*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.

 

  BULLFROG GOLD CORP.
     
Date: January 22, 2021 By: /s/ Tom Ladner
  Name: Tom Ladner
  Title: VP Legal

 

 

 

Exhibit 99.1

 

 

 

BULLFROG CONFIRMS DATE OF NAME CHANGE AND SHARE CONSOLIDATION;

FURTHER STRENGTHENS ITS BOARD

 

Vancouver, British Columbia, January 20, 2021 - Bullfrog Gold Corp. (BFGC:OTCQB; BFG:CSE; 11B:FSE) (“Bullfrog” or the “Company”) today confirms that its shares will begin trading under the name “Augusta Gold Corp.,” on a post-consolidated basis of one (1) new share for every six (6) old shares at open of market on January 25, 2021 (the trading day immediately preceding the effective date). The Company’s trading symbol on the Canadian Securities Exchange will be changed to “G”.

 

Mr. Len Boggio has also been appointed to the Company’s Board of Directors effective immediately.

 

Maryse Belanger, President and CEO commented: “I am pleased that Len has agreed to join our Board, he is a very seasoned finance professional with extensive experience at the board level. His experience in financial reporting and auditing, public finance offerings and mergers and acquisitions will be beneficial to all shareholders as we advance the Bullfrog Gold project in Nevada.”  

 

Mr. Boggio was formerly a partner of PricewaterhouseCoopers LLP (PwC) where he served for more than 30 years until his retirement in May 2012. During that time, he was Leader of the B.C. Mining Group of PwC, a senior member of PwC's Global Mining Industry Practice and an auditor of Canadian, U.S. U.K. and other internationally-listed mineral resource and energy clients. Mr. Boggio is a Fellow of the Chartered Professional Accountants of Canada (FCPA, FCA) and has served as president of the British Columbia Institute of Chartered Accountants and chairman of the Canadian Institute of Chartered Accountants.

 

Additional information on the share consolidation can be found in the Company’s news release dated January 7, 2021 and in the definitive information statement filed by the Company with the U.S. Securities and Exchange Commission and on SEDAR. Stockholders who have existing stock certificates will receive written instructions by mail from the Company's transfer agent. Stockholders who hold their shares in brokerage accounts are not required to take any action to affect the exchange of their shares.

 

Enquiries:

 

Lynette Gould

SVP Investor Relations & Corporate Development

Telephone: 604-687-1717

Email: LGould@augustacorp.com

 

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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 statements include the date that the Company’s consolidation, name change and symbol change will become effective; the date that the Company’s common shares will begin trading on a post-consolidation under its new name and symbol; and that Mr. Boggio’s experience will be beneficial to all shareholders as we advance the Bullfrog Gold project in Nevada. 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 "will” 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 the risks, uncertainties and other factors identified in the Company's periodic filings with Canadian securities regulators. 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. 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.

 

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