UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): October 7, 2020
BULLFROG GOLD CORP.
(Exact Name of Registrant as Specified in 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 of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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897 Quail Run Drive, Grand Junction, Colorado |
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81505 |
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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: (970) 628-1670
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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:
[ ]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 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on September 7, 2020, Bullfrog Gold Corp. (the “Company”) entered into a binding term sheet (the “Term Sheet”) with Homestake Mining Company of California (“Homestake”), Lac Minerals (USA) LLC (“Lac Minerals” and together with Homestake, the “Barrick Parties”), and Augusta Investments Inc. (“Augusta”). On October 7, 2020, the Company, the Barrick Parties and Augusta entered into an Amendment to Binding Term Sheet (the “First Amendment”) to extend the termination date of the Term Sheet by one day to October 8, 2020. On October 8, 2020, the Company, the Barrick Parties and Augusta entered into a Second Amendment to Binding Term Sheet (together with the First Amendment, the “Amendments”) to further extend the termination date of the Term Sheet by one additional day to October 9, 2020. Except as set forth in the Amendments, all terms and conditions of the Term Sheet remain in full force and effect.
The foregoing summary of the Amendments are qualified by reference to the full text of the documents which are filed as exhibits to this report.
Item 9.01Financial Statements and Exhibits.
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Exhibit No |
Exhibit |
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Pursuant to the requirements 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: October 9, 2020 |
By: |
/s/ David Beling |
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Name: David Beling |
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Title: President and Chief Executive Officer |
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AMENDMENT
TO
BINDING TERM SHEET
This amending agreement (the “Amendment”) amends the binding term sheet (the “Term Sheet”) dated as of September 7, 2020 between Homestake Mining Company of California (“Homestake”), Lac Minerals (USA) LLC (“Lac Minerals”), Augusta Investments Inc. (“Augusta”) and Bullfrog Gold Corp. (“BFGC”, and together with Homestake, Lac Minerals and Augusta, the “Parties”), pursuant to which the Parties agreed to enter into an integrated transaction involving: (i) the purchase by BFGC of all of the Equity Interests in Bullfrog Mines LLC; and (ii) a concurrent financing in which the Augusta Group agreed to acquire Units of BFGC. The Parties agreed to amend the Term Sheet as follows:
A.Interpretation
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Capitalized terms: |
All capitalized terms used but not defined herein shall have the meaning ascribed to them in the Term Sheet. |
B.Amendments to Term Sheet
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Amendments: |
Section “E. Timing and Conditions to Closing – Termination:” of the Term Sheet is amended by deleting the words “30th day” and replacing them with “31st day”. All references to “Bullfrog Mining LLC” in the Term Sheet are replaced with “Bullfrog Mines LLC”. |
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No other changes: |
All of the terms and conditions of the Term Sheet remain in full force and effect, except to the extent explicitly provided herein. |
C.Miscellaneous
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Date: |
This Amendment is effective as of October 7, 2020 (the “Amendment Date”). |
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Governing Law: |
This Amendment shall be governed by the laws of the Province of Ontario, and any claims or disputes will be subject to the exclusive jurisdiction of the courts of the Province of Ontario. |
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Counterparts: |
Each Party to this Amendment may sign this Amendment and transmit the signed copy to the other Parties hereto who agree to accept it as if such document bore original signatures. This Amendment may be executed in one or more counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same instrument. |
[Remainder of page intentionally left blank]
Tor#: 9839210.1
IN WITNESS WHEREOF the Parties have executed this Amendment as of the Amendment Date.
HOMESTAKE MINING COMPANY OF CALIFORNIA
By: /s/ Michael R. McCarthy
Name:Michael R. McCarthy
Title: Director
LAC MINERALS (USA) LLC
By: /s/ Michael R. McCarthy
Name:Michael R. McCarthy
Title: Director
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/s/ Patrick Malone |
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Name:Patrick Malone |
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Title:President |
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BULLFROG GOLD CORP.
By: /s/ David Beling
Name:David Beling
Title:CEO & President
AUGUSTA INVESTMENTS INC.
By: /s/ Richard W. Warke
Name:Richard W. Warke
Title:Director
Signature Page – Amendment to Binding Term Sheet
SECOND AMENDMENT
TO
BINDING TERM SHEET
This second amending agreement (the “ Second Amendment”) amends the binding term sheet dated as of September 7, 2020, as amended on October 7, 2020 (as amended, the “Term Sheet”), between Homestake Mining Company of California (“Homestake”), Lac Minerals (USA) LLC (“Lac Minerals”), Augusta Investments Inc. (“Augusta”) and Bullfrog Gold Corp. (“BFGC”, and together with Homestake, Lac Minerals and Augusta, the “Parties”), pursuant to which the Parties agreed to enter into an integrated transaction involving: (i) the purchase by BFGC of all of the Equity Interests in Bullfrog Mines LLC; and (ii) a concurrent financing in which the Augusta Group agreed to acquire Units of BFGC. The Parties agreed to amend the Term Sheet as follows:
A.Interpretation
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Capitalized terms: |
All capitalized terms used but not defined herein shall have the meaning ascribed to them in the Term Sheet. |
B.Amendment to Term Sheet
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Amendment: |
Section “E. Timing and Conditions to Closing – Termination:” of the Term Sheet is amended by deleting the words “31st day” and replacing them with “32nd day”. |
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No other changes: |
All of the terms and conditions of the Term Sheet remain in full force and effect, except to the extent explicitly provided herein. |
C.Miscellaneous
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Date: |
This Second Amendment is effective as of October 8, 2020 (the “Second Amendment Date”). |
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Governing Law: |
This Second Amendment shall be governed by the laws of the Province of Ontario, and any claims or disputes will be subject to the exclusive jurisdiction of the courts of the Province of Ontario. |
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Counterparts: |
Each Party to this Second Amendment may sign this Second Amendment and transmit the signed copy to the other Parties hereto who agree to accept it as if such document bore original signatures. This Second Amendment may be executed in one or more counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same instrument. |
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Tor#: 9842137.2
IN WITNESS WHEREOF the Parties have executed this Second Amendment as of the Second
Amendment Date.
HOMESTAKE MINING COMPANY OF CALIFORNIA
By: /s/ Michael R. McCarthy
Name:Michael R. McCarthy
Title: Director
LAC MINERALS (USA) LLC
By: /s/ Michael R. McCarthy
Name:Michael R. McCarthy
Title: Director
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/s/ Patrick Malone |
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Name:Patrick Malone |
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Title:President |
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BULLFROG GOLD CORP.
By: /s/ David Beling
Name:David Beling
Title:CEO & President
AUGUSTA INVESTMENTS INC.
By: /s/ Richard W. Warke
Name:Richard W. Warke
Title:Director
Signature Page – Second Amendment to Binding Term Sheet