Delaware
|
333-164908
|
41-2252262
|
||
(State or other jurisdiction
of incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
||
897 Quail Run Drive
,
Grand Junction, Colorado
|
81505
|
|||
(Address of principal executive offices)
|
(Zip Code)
|
Item 2.01
|
Completion of Acquisition or Disposition of Assets
|
1
|
The Merger
|
1
|
|
Description of Our Company
|
3 | |
Description of Our Business
|
4 | |
Forward-Looking Statements
|
12 | |
Management’s Discussion and Analysis of Financial Condition and Results
of Operations
|
13 | |
Risk Factors
|
17 | |
Security Ownership of Certain Beneficial Owners and Management
|
25 | |
Executive Officers and Directors
|
26 | |
Certain Relationships and Related Transactions
|
30 | |
Unregistered Sales of Equity Securities
|
32 | |
Description of Capital Stock
|
33 | |
Item 3.02
|
Unregistered Sales of Equity Securities
|
35 |
Item 4.01
|
Change in Registrant's Certifying Accountant
|
36 |
Item 5.01
|
Changes in Control of Registrant
|
37 |
Item 5.03
|
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
|
37 |
Item 5.06
|
Change in Shell Company Status
|
37 |
Item 9.01
|
Financial Statements and Exhibits
|
37 |
Item 2.01
|
Completion of Acquisition or Disposition of Assets
|
|
·
|
At the closing of the Merger, an aggregate of 14,357,135 shares of the Company's common stock issued and outstanding immediately prior to the closing of the Merger was converted into securities of Bullfrog based on the following breakdown: (i) 13,645,596 of the shares of the Company's outstanding common stock were converted into the right to receive an aggregate of 13,645,596 shares of Bullfrog's common stock on a one for one basis and (ii) an aggregate of 711,539 of the issued and outstanding shares of common stock of the Company immediately prior to the closing of the Merger was converted into the right to receive an aggregate of 711,539 shares of Bullfrog's Series A Convertible Preferred Stock on a one for one basis, which is convertible into shares of Bullfrog's common stock on a one
for one basis . In the aggregate 13,645,596 shares of Bullfrog's common stock were issued in the Merger to certain holders of the Company's common stock and an aggregate of 711,539 shares of Series A Preferred Stock were issued to a certain holder of the Company's common stock.
|
|
·
|
Immediately following the closing of the Merger and the Private Placement, under the terms of an Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations, the Company transferred all of its pre-Merger assets and liabilities to its wholly owned subsidiary, KOPR Resources Holdings, Inc., a Delaware corporation (“SplitCo”). Thereafter, pursuant to a Stock Purchase Agreement, the Company transferred all of the outstanding capital stock of SplitCo to a former officer and director of the Company in exchange for cancellation of an aggregate of
22,510,919
shares of the Company’s common stock held by such person (the “Split-Off”), which left
11,000,000 shares of the Company’s common stock held by persons who were stockholders of the Company prior to the Merger. Of these shares, 9,000,000 shares constituted the Company’s “public float” prior to the Merger that will continue to represent the shares of the Company’s common stock eligible for resale without further registration by the holders thereof, until such time as the applicability of Rule 144 or other exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), or the effectiveness of a further registration statement under the Securities Act, permits additional sales of issued shares.
|
|
(1)
|
Location
|
|
(3)
|
History
|
|
(4)
|
Property Status and Plans
|
|
(5)
|
Geology
|
|
(1)
|
Location
|
|
(2)
|
Title & Holding Requirements
|
|
(i)
|
on January 1, 2012, the sum of US $150,000.00; July 1, 2012 the sum of US $150,000.00;
|
|
(ii)
|
on January 1, 2013, the sum of US $200,000.00; July 1, 2013 the sum of US $200,000.00;
|
|
(iii)
|
on January 1, 2014, the sum of US $250,000.00; July 1, 2014 the sum of US $250,000.00;
|
|
(iv)
|
on January 1, 2015, the sum of US $300,000.00; July 1, 2015 the sum of US $300,000.00;
|
|
(v)
|
on January 1, 2016, the sum of US $350,000.00; July 1, 2016 the sum of US $350,000.00; and
|
|
(vi)
|
on January 1, 2017, the sum of US $425,000.00.
|
|
(3)
|
History
|
|
·
|
Feasibility Study from Signet Engineering Pty Ltd. of Perth, Australia;
|
|
·
|
Metallurgical Study from Kappes, Cassiday & Associates of Reno, Nevada;
|
|
·
|
Resource and Reserve Calculation from Computer Aided Geoscience Pty. Ltd. of Sydney, Australia;
|
|
·
|
Environmental Assessment from Fletcher Associates;
|
|
·
|
Arizona Aquifer Protection by Lyntek Inc. Harding Lawson Associates, Water Resources Associates Inc.;
|
|
·
|
Socioeconomic Impact of the Newsboy Gold Mine from the Western Economic Analysis Center;
|
|
·
|
Mining Plan of Operations by Lyntek Inc. Harding Lawson Associates;
|
|
·
|
Due Diligence Review of Newsboy Gold Project by Pincock, Allen & Holt Inc. (“PAH”); and,
|
|
·
|
Newsboy Gold Project, Plan of Execution by Signet Engineering.
|
Year
|
Operator
|
Drill Method
|
No. Holes
|
Total Footage
|
1987
|
WMC
|
RC
|
29
|
5,910
|
1988
|
WMC
|
RC
|
54
|
13,170
|
1989
|
LM/WMC
|
RC
|
19
|
4,530
|
1990
|
NGMC
|
DD
|
12
|
1,681
|
1992
|
NGMC
|
RC
|
40
|
6,560
|
Total
|
154
|
31,851
|
Inception
(January 12, 2010)
through
12/31/2010
|
||||
Revenue
|
$
|
0
|
||
Operating expenses:
|
||||
Assessment work
|
11,060
|
|||
Filing Fees
|
5,260
|
|||
Auto Rental
|
1,150
|
|||
Legal
|
9,200
|
|||
Professional Fees
|
2,400
|
|||
Travel
|
1,120
|
|||
Total operating expenses
|
30,190
|
|||
Net Operating Loss
|
(30,190
|
)
|
||
Other income (expense):
|
||||
Interest expense
|
(10,358)
|
|||
Net loss
|
$
|
(40,548
|
)
|
Three
months
ended
6/30/2011
|
Three
Months
Ended
6/30/2010
|
|||||||
Revenue
|
$
|
0
|
$
|
0
|
||||
Operating expenses:
|
||||||||
Assessment work
|
0
|
0
|
||||||
Filing Fees
|
0
|
0
|
||||||
Auto Rental
|
0
|
0
|
||||||
Legal
|
0
|
0
|
||||||
Professional Fees
|
25,761
|
0
|
||||||
Travel
|
0
|
0
|
||||||
Total operating expenses
|
25,761
|
0
|
||||||
Net Operating Loss
|
(25,761
|
)
|
0
|
|||||
Other income (expense):
|
||||||||
Interest expense
|
(6,408)
|
0
|
||||||
Net loss
|
$
|
(32,169
|
)
|
$
|
0
|
Six
Months
Ended
6/30/2011
|
Inception
(January 12, 2010)
through 6/30/2010
|
|||||||
Revenue
|
$ | 0 | $ | 0 | ||||
Operating expenses:
|
||||||||
Assessment work
|
0 | 0 | ||||||
Filing Fees
|
0 | 0 | ||||||
Auto Rental
|
0 | 0 | ||||||
Legal
|
0 | 0 | ||||||
Professional Fees
|
25,761 | 0 | ||||||
Travel
|
0 | 0 | ||||||
Total operating expenses
|
25,761 | 0 | ||||||
Net Operating Loss
|
(25,761 | ) | 0 | |||||
Other income (expense):
|
||||||||
Interest expense
|
(12,402 | ) | 0 | |||||
Net loss
|
$ | (38,163 | ) | $ | 0 |
·
|
improve existing, and implement new, operational, financial and management controls, reporting systems and procedures;
|
·
|
install enhanced management information systems; and
|
·
|
train, motivate and manage our employees.
|
●
|
changes in our industry;
|
●
|
competitive pricing pressures;
|
●
|
our ability to obtain working capital financing;
|
●
|
additions or departures of key personnel;
|
●
|
limited “public float” in the hands of a small number of persons who sales or lack of sales could result in positive or negative pricing pressure on the market prices of our common stock;
|
●
|
sales of our common stock;
|
●
|
our ability to execute our business plan;
|
●
|
operating results that fall below expectations;
|
●
|
loss of any strategic relationship;
|
●
|
regulatory developments;
|
●
|
economic and other external factors; and
|
●
|
period-to-period fluctuations in our financial results.
|
Name of Beneficial Owner
|
Number of Shares Beneficially Owned
|
Percentage
Beneficially Owned (1)
|
Executive Officers and Directors
:
|
||
David Beling (2)
|
2,200,000
|
7.35%
|
Alan Lindsay (3)
|
1,308,859
|
4.35%
|
Derrick Townsend (4)
|
2,725,000
|
9.08%
|
Sandor Capital Master Fund, LP (5) |
1,757,135
|
5.88%
|
Lindsay Capital Corp. (6) |
3,579,155
|
11.97%
|
Barry Honig (7) |
2,516,684
|
8.42%
|
All executive officers and directors as a group (2 persons) (2) (3)
|
3,508,859
|
11.7%
|
|
(1)
|
Based on 29,897,846 shares of our common stock issued and outstanding as of October 5, 2011.
|
|
(2)
|
Represents shares held by the Beling Family Trust of which David Beling has voting and dispostive power. Excludes Warrants to purchase 100,000 shares of the Company's common stock at $0.60 per share, issued to the Beling Family Trust in the Private Placement.
Excludes 1,250,000 options exercisable at $0.40 per share that will not vest within 60 days. The Warrants may not be exercised and the holder may not receive shares of our common stock such that the number of shares of common stock held by them and their affiliates after such exercise exceeds 4.99% of the then issued and outstanding shares of
common stock, unless the Company receives a written waiver of such provision in accordance with the terms of the Warrant. The number of shares reflected in the Beneficial Ownership Table is limited accordingly.
|
|
(3)
|
Includes 200,000 options exercisable at $0.40 per share that will vest within 60 days and 151,874 shares held by Mr. Lindsay’s wife. Excludes 1,000,000 exercisable at $0.40 per share that will not vest within 60 days.
|
|
(4)
|
Includes options to purchase 100,000 shares of the Company’s common stock at $0.40 per share, which are exercisable within 60 days. Excludes options to purchase 500,000 shares of common stock at $0.40 per share that are not exercisable within 60 days.
Excludes warrants to purchase 62,500 shares of the Company's common stock at $0.60 per share. The Warrants may not be exercised and the holder may not receive shares of our common stock such that the number of shares of common stock held by them and their affiliates after such exercise exceeds 4.99% of the then issued and
outstanding shares of common stock, unless the Company receives a written waiver of such provision in accordance with the terms of the Warrant. The number of shares reflected in the Beneficial Ownership Table is limited accordingly.
|
|
(5)
|
John Lemak holds voting and dispositive power over shares held by Sandor Capital Master Fund LP. Excludes warrants to purchase 625,000 shares of the Company's common stock at $0.60 per share. The Warrants may not be exercised and the holder may not receive shares of our common stock such that the number of shares of common stock held by them and their affiliates after such exercise exceeds 4.99% of the then issued and outstanding shares of common stock, unless the Company receives a written waiver of such provision in accordance with the terms of the Warrant. The number of shares reflected in the Beneficial Ownership Table is limited accordingly.
|
|
(6)
|
Oliver Lindsay holds voting and dispositive power over shares held by Lindsay Capital Corp. Does not include 687,500 shares of Series A Preferred Stock or warrants to purchase 356,375 shares of common stock at $0.60 per share. The Warrants and the Preferred Stock may not be exercised or converted, as the case may be, and the holder may not receive shares of our common stock such that the nuumber of shares of common stock held by them and their affiliates after such exercise or conversion (as the case may be) exceeds 4.99% of the issued and outstanding shares of common stock unless the Company receives a written waiver of such provision in accordance with the terms of the Warrant or the Series A Certificate of Designation. The number of shares reflected in the Beneficial Ownership Table is limited accordingly. |
|
(7)
|
Excludes 1,086,539 shares of Series A Preferred Stock and warrants to purchase 187,500 shares of common stock at $0.60 per share. Excludes 1,000,000 shares of Series A Preferred Stock and warrants to purchase 500,000 shares of the Company's common stock at an exercise price of $0.60 held by GRQ Consultants, Inc. 401(k), of which such shares Barry Honig holds voting and dispositive power. Also excludes 250,000 shares of Series A Preferred Stock and warrants to purchase 125,000 shares of common stock at $0.60 per share held by GRQ Consultants, Inc. Defined Benefit Plan, of which such shares Barry Honig holds voting and dispositive power. The Warrants and the Preferred Stock may not be exercised or converted, as the
case may be, and the holder may not receive shares of our common stock such that the nuumber of shares of common stock held by them and their affiliates after such exercise or conversion (as the case may be) exceeds 4.99% of the issued and outstanding shares of common stock unless the Company receives a written waiver of such provision in accordance with the terms of the Warrant or the Series A Certificate of Designation. The number of shares reflected in the Beneficial Ownership Table is limited accordingly.
|
Name
|
Age
|
Position
|
||
David Beling
|
70
|
President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director
|
||
Alan Lindsay
|
61
|
Chairman
|
·
|
the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
|
·
|
convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
|
·
|
subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or
|
·
|
found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law.
|
Name and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock Awards
($)
|
Option Awards ($)
|
Non Equity Incentive
Plan Compensation
|
Nonqualified Deferred
Compensation Earnings
|
All Other
Compensation
($)
|
Total
($)
|
||||||||||||||||||||||||
David Beling,
President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director (1)
|
2010
|
-- | -- | -- | -- | -- | -- | -- | -- | ||||||||||||||||||||||||
2009
|
-- | -- | -- | -- | -- | -- | -- | -- | |||||||||||||||||||||||||
Alan Lindsay, Chairman (1)
|
2010
|
-- | -- | -- | -- | -- | -- | -- | -- | ||||||||||||||||||||||||
2009
|
-- | -- | -- | -- | -- | -- | -- | -- | |||||||||||||||||||||||||
Andrea Schlectman (2)
|
2010
|
-- | -- | -- | -- | -- | -- | -- | -- | ||||||||||||||||||||||||
2009
|
-- | -- | -- | -- | -- | -- | -- | -- | |||||||||||||||||||||||||
Joshua Bleak (3)
|
2010
|
-- | -- | -- | -- | -- | -- | -- | -- | ||||||||||||||||||||||||
2009
|
-- | -- | -- | -- | -- | -- | -- | -- |
|
(1)
|
Appointed on July 27, 2011
|
|
(2)
|
Resigned on July 27, 2011
|
|
(3)
|
Chief Executive Office of Standard Gold Corp. since January 12, 2010
|
|
·
|
29,897,846 shares of common stock;
|
|
·
|
4,586,539 shares of Series A Convertible Preferred Stock;
|
|
·
|
Warrants to purchase 4,563,625 shares of common stock
|
|
·
|
Options to purchase 4,060,000 shares of common stock
|
●
|
any breach of the director's duty of loyalty to the corporation or its stockholders;
|
●
|
acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
|
●
|
payments of unlawful dividends or unlawful stock repurchases or redemptions; or
|
●
|
any transaction from which the director derived an improper personal benefit.
|
Item 5.01
|
Changes in Control of Registrant
|
Item 5.03
|
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
|
Item 5.06
|
Change in Shell Company Status
|
Item 9.01
|
Financial Statements and Exhibits
|
Description
|
|
2.1
|
Agreement and Plan of Merger, dated as of September 30, 2011, by and among Bullfrog Gold Corp., Standard Gold Corp.. and Bullfrog Gold Acquisition Corp.
|
2.2
|
Certificate of Merger, dated September 30, 2011 merging Bullfrog Gold Acquisition Corp. with and into Standard Gold Corp.
|
3.1
|
Amended and Restated Certificate of Incorporation (Incorporated by reference to the Current Report on Form 8-K, filed with the SEC on July 22, 2011)
|
3.2
|
Amended and Restated Bylaws (Incorporated by reference to the Current Report on Form 8-K, filed with the SEC on July 22, 2011)
|
10.1
|
Form of Subscription Agreement
|
10.2
|
Form of Registration Rights Agreement
|
10.3
|
Form of Warrant
|
10.4
|
Amended and Restated Series A Convertible Preferred Stock Certificate of Designation
|
10.5
|
Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (Split-off)
|
10.6
|
Stock Purchase Agreement (Split-off)
|
10.7
|
Form of Directors and Officers Indemnification Agreement
|
10.8
|
Bullfrog Gold Corp. 2011 Equity Incentive Plan
|
10.9
|
Form of 2011 Incentive Stock Option Agreement
|
10.10
|
Form of 2011 Non-Qualified Stock Option Agreement
|
10.11
|
Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations between Standard Gold Corp and Aurum National Holdings Ltd
|
10.12
|
Amended and Restated Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations between Standard Gold Corp, Bullfrog Holdings, Inc. and NPX Metals, Inc.
|
10.13
|
Option to Purchase and Royalty Agreement between Standard Gold Corp. and Southwest Exploration, Inc.
|
10.14
|
Promissory Note
|
Exhibit No . |
Description
|
16.1
|
Letter from Bernstein & Pinchuk
|
21
|
List of Subsidiaries
|
99.1
|
Standard Gold Corp. audited financial statements for the period from January 12, 2010 (inception) through December 31, 2010
|
99.2
|
Standard Gold Corp. unaudited financial statements for the three months ended June 30, 2011 and 2010
|
99.3
|
Pro forma unaudited consolidated financial statements for the six months ended June 30, 2011 and the period from January 12, 2010 (inception) through June 30, 2010
|
BULLFROG GOLD CORP.
|
|||
By:
|
/s/ Da
v
id Beling
|
||
Name: David Beling | |||
Title: President, Chief Executive Officer and Chief Financial Officer | |||
Description
|
|
2.1
|
Agreement and Plan of Merger, dated as of September 30, 2011, by and among Bullfrog Gold Corp., Standard Gold Corp.. and Bullfrog Gold Acquisition Corp.
|
2.2
|
Certificate of Merger, dated September 30, 2011 merging Bullfrog Gold Acquisition Corp. with and into Standard Gold Corp.
|
3.1
|
Amended and Restated Certificate of Incorporation (Incorporated by reference to the Current Report on Form 8-K, filed with the SEC on July 22, 2011)
|
3.2
|
Amended and Restated Bylaws (Incorporated by reference to the Current Report on Form 8-K, filed with the SEC on July 22, 2011)
|
10.1
|
Form of Subscription Agreement
|
10.2
|
Form of Registration Rights Agreement
|
10.3
|
Form of Warrant
|
10.4
|
Amended and Restated Series A Convertible Preferred Stock Certificate of Designation
|
10.5
|
Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (Split-off)
|
10.6
|
Stock Purchase Agreement (Split-off)
|
10.7
|
Form of Directors and Officers Indemnification Agreement
|
10.8
|
Bullfrog Gold Corp. 2011 Equity Incentive Plan
|
10.9
|
Form of 2011 Incentive Stock Option Agreement
|
10.10
|
Form of 2011 Non-Qualified Stock Option Agreement
|
10.11
|
Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations between Standard Gold Corp and Aurum National Holdings Ltd
|
10.12
|
Amended and Restated Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations between Standard Gold Corp, Bullfrog Holdings, Inc. and NPX Metals, Inc.
|
10.13
|
Option to Purchase and Royalty Agreement between Standard Gold Corp. and Southwest Exploration, Inc.
|
10.14
|
Promissory Note
|
Exhibit No . |
Description
|
99.1
|
Standard Gold Corp. audited financial statements for the period from January 12, 2010 (inception) through December 31, 2010
|
99.2
|
Standard Gold Corp. unaudited financial statements for the three months ended June 30, 2011 and 2010
|
99.3
|
Pro forma unaudited consolidated financial statements for the six months ended June 30, 2011 and the period from January 12, 2010 (inception) through June 30, 2010
|
(a)
|
If to Parent or Acquisition Corp.:
|
(b)
|
If to the Company:
|
PARENT:
BULLFROG GOLD CORP.
|
|||
|
By:
|
||
Name: David Beling
Title: President |
|||
ACQUISITION CORP:
BULLFROG GOLD ACQUISITION CORP.
|
|||
By:
|
|||
Name: David Beling
Title: President |
|||
COMPANY:
STANDARD GOLD CORP.
|
|||
By:
|
|||
Name: Joshua Bleak
Title: President |
8.
|
MISCELLANEOUS PROVISIONS
|
x $0.40 for each Unit =
|
||
Units subscribed for
|
Aggregate Purchase Price
|
1.
|
___
|
Individual
|
7.
|
___
|
Trust/Estate/Pension or Profit sharing Plan
Date Opened:______________
|
2.
|
___
|
Joint Tenants with Right of Survivorship
|
8.
|
___
|
As a Custodian for
________________________________
Under the Uniform Gift to Minors Act of the State of
________________________________
|
3.
|
___
|
Community Property
|
9.
|
___
|
Married with Separate Property
|
4.
|
___
|
Tenants in Common
|
10.
|
___
|
Keogh
|
5.
|
___
|
Corporation/Partnership/ Limited Liability Company
|
11.
|
___
|
Tenants by the Entirety
|
6.
|
___
|
IRA
|
_____________________________________________________________________________
Exact Name in Which Title is to be Held
|
||
_________________________________
Name (Please Print)
|
_________________________________
Name of Additional Purchaser
|
|
_________________________________
Residence: Number and Street
|
_________________________________
Address of Additional Purchaser
|
|
_________________________________
City, State and Zip Code
|
_________________________________
City, State and Zip Code
|
|
_________________________________
Social Security Number
|
_________________________________
Social Security Number
|
|
_________________________________
Telephone Number
|
_________________________________
Telephone Number
|
|
_________________________________
Fax Number (if available)
|
________________________________
Fax Number (if available)
|
|
_________________________________
E-Mail (if available)
|
________________________________
E-Mail (if available)
|
|
__________________________________
(Signature)
|
________________________________
(Signature of Additional Purchaser)
|
|
ACCEPTED this ___ day of _________ 2011, on behalf of the Company.
|
||
By:_________________________________
Name:
Title:
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_____________________________________________________________________________
Name of Entity (Please Print)
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Date of Incorporation or Organization:
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State of Principal Office:
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Federal Taxpayer Identification Number:
____________________________________________
Office Address
____________________________________________
City, State and Zip Code
____________________________________________
Telephone Number
____________________________________________
Fax Number (if available)
____________________________________________
E-Mail (if available)
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By: _________________________________
Name:
Title:
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[seal]
Attest: _________________________________
(If Entity is a Corporation)
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_________________________________
_________________________________
Address
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ACCEPTED this ____ day of __________ 2011, on behalf of the Company.
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By: _________________________________
Name:
Title:
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o
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You are (
i
) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “
Securities Act
”), (
ii
) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (
iii
) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “
Exchange Act
”), (
iv
) an insurance company as defined in Section 2(13) of the Securities Act, (
v
) an investment company registered under the Investment Company Act of 1940, as amended (the “
Investment Company Act
”), (
vi
) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (
vii
) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended, (
viii
) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (
ix
) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“
ERISA
”) and (1) the decision that you shall subscribe for and purchase shares of common stock and warrants to purchase common stock (the “
Units
”), is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Shares is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act (“
Regulation D
”) or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Units is made solely by persons or entities that are accredited investors.
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o
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You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended.
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o
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You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “
Code
”), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Units and its underlying securities in excess of $5,000,000.
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o
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You are a director or executive officer of the Company.
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o
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You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 (excluding residence) at the time of your subscription for and purchase of the Units.
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o
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You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year.
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o
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You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units and whose subscription for and purchase of the Units is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D.
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o
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You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs.
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____ ____
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I/We understand that this investment is not guaranteed.
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____ ____
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I/We are aware that this investment is not liquid.
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____ ____
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I/We are sophisticated in financial and business affairs and are
able to evaluate the risks and merits of an investment in this
offering.
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____ ____
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I/We confirm that this investment is considered “high risk.” (This type of investment is considered high risk due to the inherent risks
including
lack of liquidity and lack of diversification. Success or
failure of private placements such as this is dependent on the corporate issuer of
these securities and is outside the control of the investors. While potential loss is limited to the amount invested,
such loss is possible.)
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·
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ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
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·
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block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
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·
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purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
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·
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an exchange distribution in accordance with the rules of the applicable exchange;
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·
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privately negotiated transactions;
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·
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settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;
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·
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broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;
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·
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through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
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·
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a combination of any such methods of sale; or
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·
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any other method permitted pursuant to applicable law.
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Telephone:
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Fax:
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Contact Person:
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WARRANT
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||
NO. ___
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BULLFROG GOLD CORP.
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________ Shares
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(A) =
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the VWAP on the Trading Day immediately preceding the date on which Holder elects to exercise this Warrant by means of a “cashless exercise,” as set forth in the applicable Notice of Exercise;
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(B) =
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the Exercise Price of this Warrant, as adjusted hereunder; and
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(X) =
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the number of shares of Warrant Stock that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.
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TO:
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Bullfrog Gold Corp.
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[address]
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Attn: President
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Tel: (___) ___-____
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Fax: (___) ___-____
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BULLFROG GOLD CORP.
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By:
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Name: David Beling | |||
Title: Chief Executive Officer | |||
KOPR RESOURCES HOLDINGS, INC.
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By:
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Name: Andrea Schlectman | |||
Title: President | |||
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(b)
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If to Seller:
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“SELLER”
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BULLFROG GOLD CORP.
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By:
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Name: David Beling | |||
Title: Chief Executive Officer | |||
“BUYERS”
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Andrea Schlectman
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BULLFROG GOLD CORP. | |||
By:
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Name: | |||
Title: | |||
INDEMNITEE:
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|||
Name: | |||
Address: | |||
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(A)
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the assignment to Optionee of any duties inconsistent with the position in the Company that Optionee held immediately prior to the assignment;
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(B)
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a Change of Control resulting in a significant adverse alteration in the status or conditions of Optionee’s participation with the Company or other nature of Optionee’s responsibilities from those in effect prior to such Change of Control, including any significant alteration in Optionee’s responsibilities immediately prior to such Change in Control; and
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(C)
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the failure by the Company to continue to provide Optionee with benefits substantially similar to those enjoyed by Optionee prior to such failure.
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Date Installment Becomes Exercisable
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Number of Common Shares
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By:
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|||
Name: | |||
Title: | |||
Number of Shares to be purchased: | ||
Purchase price per Share: | $ | |
Total purchase price : | $ | |
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_____ |
A.
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Enclosed is cash or my certified check, bank draft, or postal or express money order in the amount of $________ in full/partial
[circle one]
payment for such Shares;
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_____ |
B.
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Enclosed is/are ________ Share(s) with a total fair market value of $______________ on the date hereof in full/partial
[circle one]
payment for such Shares;
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_____ |
C.
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I have provided notice to
[insert name of broker]
, a broker, who will render full/partial
[circle one]
payment for such Shares.
[Optionee should attach to the notice of exercise provided to such broker a copy of this Notice of Exercise and irrevocable instructions to pay to the Company the full/partial (as elected above) exercise price.]
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_____ |
D.
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I elect to satisfy the payment for Shares purchased hereunder by having the Company withhold newly acquired Shares pursuant to the exercise of the Option. I understand that this will result in a “disqualifying disposition,” as described in Section 10 of my Incentive Stock Option Agreement.
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*
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Certificates may be registered in the name of the Optionee alone or in the joint names (with right of survivorship) of the Optionee and his or her spouse.
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Date Installment Becomes Exercisable
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Number of Common Shares
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By:
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|||
Name: | |||
Title: | |||
Number of Shares to be purchased: | ||
Purchase price per Share: | $ | |
Total purchase price : | $ | |
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_____ |
A.
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Enclosed is cash or my certified check, bank draft, or postal or express money order in the amount of $__________ in full/partial
[circle one]
payment for such Shares;
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_____ |
B.
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Enclosed is/are ________ Share(s) with a total fair market value of $__________ on the date hereof in full/partial
[circle one]
payment for such Shares;
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_____ |
C.
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I have provided notice to
[
insert name of broker]
, a broker, who will render full/partial
[circle one]
payment for such Shares.
[Optionee should attach to the notice of exercise provided to such broker a copy of this Notice of Exercise and irrevocable instructions to pay to the Company the full exercise price.]
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_____
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D.
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I elect to satisfy the payment for Shares purchased hereunder by having the Company withhold newly acquired Shares pursuant to the exercise of the Option.
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a)
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Assignor shall deliver any consents, waivers, authorizations or evidence of any filings or registrations necessary to effectuate the transactions contemplated hereunder;
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b)
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Assignor shall deliver to Assignee (i) evidence of all payments made to date pursuant to Section 3.2 of the Option Agreement (collectively with the deliverables in Section 1.3 (a), the “
Assignor Closing Deliverables
”); and
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c)
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The Assignee shall pay to the Assignor at the Closing an aggregate of 4,000,000 (post-reverse split) shares of Assignee’s common stock (the “
Purchase Price
”).
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a)
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The Option is owned by Assignor free and clear of any and all liens, claims, encumbrances, preemptive rights, right or first refusal and adverse interests of any kind.
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b)
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Assignor has/have the requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby and otherwise to carry out Assignor’s obligations hereunder.
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c)
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Except as set forth in Section 1.3 or 1.4 herein, no consent, approval or agreement of any individual or entity is required to be obtained by the Assignor in connection with the execution and performance by the Assignor of this
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d)
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There is no private or governmental action, suit, proceeding, claim, arbitration or investigation pending before any agency, court or tribunal, foreign or domestic, or, to the Assignor’s knowledge, threatened against the Assignor or any of Assignor’s’ properties.
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e)
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There is no judgment, decree or order against the Assignor that could prevent, enjoin, alter or delay any of the transactions contemplated by this Agreement.
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f)
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There are no material claims, actions, suits, proceedings, inquiries, labor disputes or investigations pending or, to the Assignor’s knowledge, threatened against the Assignor or any of its assets, at law or in equity or by or before any governmental entity or in arbitration or mediation.
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g)
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No bankruptcy, receivership or debtor relief proceedings are pending or, to the Assignor’s knowledge, threatened against the Assignor.
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h)
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The Assignor has complied with, is not in violation of, and has not received any notices of violation with respect to, any federal, state, local or foreign Laws, judgment, decree, injunction or order, applicable to it, the conduct of its business, or the ownership or operation of its business. References in this Agreement to “Laws” shall refer to any laws, rules or regulations of any federal, state or local government or any governmental or quasi-governmental agency, bureau, commission, instrumentality or judicial body (including, without limitation, any federal or state securities law, regulation, rule or administrative order).
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i)
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The Assignor is aware of the Assignee’s business affairs and financial condition and has reached an informed and knowledgeable decision to assign the Option and all other rights under the Option Agreement.
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j)
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There are no liabilities, commitments, contracts, agreements, obligations or other claims against Assignor, whether known or unknown, asserted or unasserted, accrued or unaccrued, absolute or contingent, liquidated or unliquidated, due or to become due, and whether contractual, statutory, or otherwise associated with the Option or the Option Agreement.
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k)
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All representations, covenants and warranties of the Assignor contained in this Agreement shall be true and correct on and as of the Closing with the same effect as though the same had been made on and as of such date.
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l)
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Assignor agrees to indemnify and hold harmless Assignee for and against any breach of the representations or warranties contained in this Agreement.
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ASSIGNOR:
AURUM NATIONAL HOLDLINGS LTD.
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|||
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By:
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Name: | |||
Title: | |||
ASSIGNEE:
STANDARD GOLD CORP.
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By:
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||
Name: | |||
Title: | |||
AGREED, ACCEPTED AND ACKNOWLEDGED:
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|||||
SOUTHWEST EXPLORATION, INC.
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|||||
By: | |||||
Name:
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|
||||
Title
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|||||
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(a)
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The Assets are owned by Assignor free and clear of any and all liens, claims, encumbrances, preemptive rights, right or first refusal and adverse interests of any kind.
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(b)
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Assignor has the requisite power and authority to enter into this Amended and Restated Transfer and Assumption Agreement and to consummate the transactions contemplated hereby and otherwise to carry out Assignor’s obligations hereunder.
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(c)
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No consent, approval or agreement of any individual or entity is required to be obtained by Assignor in connection with the execution and performance by Assignor of this Amended and Restated Transfer and Assumption Agreement or the execution and performance by Assignor of any agreements, instruments or other obligations entered into in connection with this Amended and Restated Transfer and Assumption Agreement.
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(d)
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There is no private or governmental action, suit, proceeding, claim, arbitration or investigation pending before any agency, court or tribunal, foreign or domestic, or, to Assignor’s knowledge, threatened against Assignor or any of Assignor’s properties or the Assets.
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(e)
|
There is no judgment, decree or order against Assignor that could prevent, enjoin, alter or delay any of the transactions contemplated by this Amended and Restated Transfer and Assumption Agreement.
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(f)
|
There are no material claims, actions, suits, proceedings, inquiries, labor disputes or investigations pending or, to Assignor’s knowledge, threatened against the Assignor or any of its assets, at law or in equity or by or before any governmental entity or in arbitration or mediation.
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(g)
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No bankruptcy, receivership or debtor relief proceedings are pending or, to Assignor’s knowledge, threatened against Assignor.
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(h)
|
Assignor has complied with, is not in violation of, and has not received any notices of violation with respect to, any federal, state, local or foreign Laws, judgment, decree, injunction or order, applicable to it, the conduct of its business, or the ownership or operation of its business. References in this Amended and Restated Transfer and Assumption Agreement to “
Laws
” shall refer to any laws, rules or regulations of any federal, state or local government or any governmental or quasi-governmental agency, bureau, commission, instrumentality or judicial body (including, without limitation, any federal or state securities law, regulation, rule or administrative order).
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(i)
|
Assignor is aware of Assignee’s business affairs and financial condition and has reached an informed and knowledgeable decision to assign the Assets.
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(j)
|
Other than the Liabilities, there are no liabilities, commitments, contracts, agreements, obligations or other claims against Assignor or the Assets, whether known or unknown, asserted or unasserted, accrued or unaccrued, absolute or contingent, liquidated or unliquidated, due or to become due, and whether contractual, statutory, or otherwise associated with the Assets.
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ASSIGNOR:
NPX METALS, INC., a Nevada corporation
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|||
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By:
|
||
Name: Daniel Bleak
Title: President |
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BULL FROG HOLDING, INC., a Nevada corporation
|
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By:
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|||
Name: Daniel Bleak
Title: President |
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ASSIGNEE:
STANDARD GOLD CORP., a Nevada corporation
|
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By:
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Name: Oliver Lindsay
Title: Executive Vice President |
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(a)
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“Closing”
means the date to be mutually agreed upon between the parties.
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(b)
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“Data”
means all information and knowledge, in whatever form, paper, electronic or otherwise, relating to the Property and Area of Interest, including but not limited to, geologic reports, drill core, assay results, geophysical reports, technical data, analysis, and compilations, feasibility reports, environmental reports, etc.
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(c)
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“Minerals”
shall mean any products of value derived from the Property;
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(d)
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“Mining Operations”
means every kind of work done on or in respect of the Property or the product derived from the Property during the Term by, on the behalf of or under the direction of Optionee including, without limiting the generality of the foregoing, the work of assessment, geophysical, geochemical and geological surveys, studies and mapping, investigating, drilling, designing, examining, equipping, improving, surveying, bulk sampling and processing such samples, shaft-sinking, raising, cross-cutting and drifting, searching for, digging, trucking, sampling, working and procuring minerals, including stone, crushed rock or aggregate, ores and metals, surveying and bringing any mining claims to lease or patent, the construction and maintenance of necessary access roads, drill site preparation, and all other work usually considered to be prospecting, exploration, development and mining work; in paying wages and salaries of workers engaged in the work and in supplying food, lodging, transportation and other reasonable needs of the workers including the costs of creating and maintaining a camp on or near the Property; in paying assessments or premiums for workers’ compensation insurance, contributions for unemployment insurance or other pay allowances or benefits customarily paid in the district to those workers; in paying rentals, license renewal fees, taxes and other governmental charges required to keep the Property in good standing in accordance with the laws of the County of Maricopa, State of Arizona, United States, including the costs of claim renewal fees and permits; in purchasing or renting plant, buildings, machinery, tools, appliances, equipment or supplies and in installing, erecting, detaching and removing them; mining, milling, concentrating, rehabilitation, reclamation and environmental protection, including the cost of resolving any environmental problems associated with the work on the Property including from creating drill sites or access roads that may affect any grounds or waters surrounding the Property as may be required by any governmental agency or otherwise, and in the management of any work which may be done on the Property or in any other respect necessary for the due carrying out of the prospecting, exploration and development work;
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(e)
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“Net Smelter Return”
means the proceeds received by Optionee from any smelter or other purchaser from the sale of any ores, concentrates or minerals produced from the Property;
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(f)
|
“Option”
means the right granted by Optionor to Optionee to acquire up to a 100% undivided right, title and interest in and to the Property as provided in Section 4 hereof;
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(g)
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“Royalty”
means the 2% net smelter return royalty described in
Exhibit “B”
attached hereto;
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(h)
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“Term”
means the period during the term of this Agreement from the Effective Date to and including the date of exercise of the Option;
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(a)
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Optionor has been duly incorporated under the laws of the State of Arizona and validly exists as a corporation in good standing under the laws of that jurisdiction of incorporation;
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(b)
|
Optionor is the registered and beneficial owner and, at the time of transfer to Optionee of an interest in the unpatented mining claims and mineral exploration permits comprising the Property, they will be the registered and beneficial owners of all of the unpatented mining claims and mineral exploration permits comprising the Property free and clear of all liens, charges and claims of others, save and except the Royalty, and no taxes or rentals are due in respect of any thereof;
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(c)
|
the unpatented mining claims and mineral exploration permits comprised in the Property have been duly and validly located and recorded, and are in good standing in the office of the mining recorder or such other applicable regulatory agency having jurisdiction over the Property;
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(d)
|
there are no known adverse claims or challenges against or to the ownership of or title to any of the unpatented mining claims and mineral exploration permits comprising the Property, nor to the knowledge of Optionor is there any basis therefore, and there are no outstanding agreements or options to acquire or purchase the Property or any portion thereof, and no known person having any royalty or other interest whatsoever in production from any of the unpatented mining claims and mineral exploration permits comprising the Property;
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(e)
|
Optionor has duly obtained all corporate authorizations for the execution of this Agreement and for the performance of this Agreement by it, and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of, the Articles, By-laws or the constating documents of Optionor or any shareholders’ or directors’ resolution, indenture, agreement or other instrument whatsoever to which Optionor is a party or by which it is bound or to which it may be subject, nor does it conflict with any applicable law by which Optionor is bound;
|
(f)
|
Optionor has duly obtained all authorizations for the execution of this Agreement and for the performance of this Agreement by it, and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of any indenture, agreement or other instrument whatsoever to which Optionor is a party or by which it is bound or to which it may be subject nor does it conflict with any applicable law by which Optionor is bound;
|
(g)
|
no proceedings are pending for, and Optionor is unaware of any basis for the institution of any proceedings leading to, the dissolution or winding up, or the placing of Optionor in bankruptcy or subject to any other laws governing the affairs of insolvent persons.
|
(a)
|
Optionee has been duly incorporated and validly exists as a corporation in good standing under the laws of the State of Nevada;
|
(b)
|
it has duly obtained all corporate authorizations for the execution of this Agreement and for the performance of this Agreement by it, and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of, the Articles or the constating documents of Optionee or any shareholders’ or directors’ resolution, indenture, agreement or other instrument whatsoever to which Optionee is a party or by which it is bound or to which it may be subject, nor does it conflict with any applicable law by which Optionee is bound; and
|
(c)
|
no proceedings are pending for, and Optionee is unaware of any basis for the institution of any proceedings leading to, the dissolution or winding up of Optionee or the placing of Optionee in bankruptcy or subject to any other laws governing the affairs of insolvent persons.
|
(a)
|
pay to Optionor a sum total of Three Million Four Hundred Twenty-Five Thousand Dollars US (3,425.000.00), in cash, as follows:
|
|
(i)
|
on January 1, 2012, the sum of US $150,000.00; July 1, 2012 the sum of US $150,000.00;
|
|
(ii)
|
on January 1, 2013, the sum of US $200,000.00; July 1, 2013 the sum of US $200,000.00;
|
|
(iii)
|
on January 1, 2014, the sum of US $250,000.00; July 1, 2014 the sum of US $250,000.00;
|
|
(iv)
|
on January 1, 2015, the sum of US $300,000.00; July 1, 2015 the sum of US $300,000.00;
|
|
(v)
|
on January 1, 2016, the sum of US $350,000.00; July 1, 2016 the sum of US $350,000.00; and
|
|
(vi)
|
on January 1, 2017, the sum of US $425,000.00.
|
(a)
|
There shall be an area of mutual interest which shall comprise that area which is within ten kilometres of the outermost boundary of each of the unpatented mining claims and mineral exploration permits which constitute the Property (the “Area of Interest”) as at the date of this Agreement.
|
(b)
|
If at any time during the Term, any party (in this section only called the “Acquiring Party”) stakes, locates or otherwise acquires, directly or indirectly, any right to or interest in any unpatented mining claim, license, lease, grant, concession, permit, patent or other mineral property located wholly or partly within the Area of Interest, the Acquiring Party shall forthwith give notice to the other parties of that staking or acquiring, the costs thereof and all details in possession of that party with respect to the nature of the property and the known mineralization.
|
(c)
|
Each party may, within 30 days of the receipt of the Acquiring Party’s notice, elect by notice to the Acquiring Party, to require any such mineral properties and the right or interest acquired be included in the Property and thereafter form part of the Property for all purposes of this Agreement.
|
(d)
|
In the event that Optionee is the Acquiring Party, and Optionor elects to require such mineral properties and rights or interests acquired by Optionee be included in the Property, Optionor shall within 30 days of submission of its election notice to Optionee reimburse Optionee for all acquisition and reasonable transaction costs related to such acquisition.
|
(a)
|
Optionee shall provide, maintain and pay for the following insurance which shall be placed with an insurance company or companies and in a form as may be acceptable to Optionor:
|
|
(i)
|
The usual form of insurance available to the mining industry in Arizona for exploration and development operations protecting Optionee and Optionor and their respective employees, agents, contractors, invitees and licensees against damages arising from personal injury (including death) and from claims for property damage which may arise directly or indirectly out of the operations of Optionee and Optionor under this Agreement;
|
(b)
|
Each policy of insurance contemplated in this Section 4.8 shall be in an amount acceptable to Optionor; and
|
(c)
|
Optionee shall provide Optionor with such evidence of insurance as Optionor may request.
|
(a)
|
It will maintain the Property in good standing and will pay all rentals, rates, duties, royalties, assessments, fees, taxes or other government charges levied with respect to the Property or Optionee’s operations thereon which shall fall due during the Term. Notwithstanding the forgoing, and in acknowledgement that record title of the Property shall remain in the name of Optionor until such time as exercise of the Option, Optionor shall cooperate with and assist Optionee with the preparation of documentation required for the payment of such rentals, rates, duties, royalties, assessments, fees, taxes or other government charges levied with respect to the Property or Optionee’s operation thereon which shall fall due during the Term. In the event that Optionor fails to cooperate with and assist Optionee with the preparation of documentation required for the payment of such rentals, rates, duties, royalties, assessments, fees, taxes or other government charges levied with respect to the Property or Optionee’s operation thereon which shall fall due during the Term, Optionor hereby grants Optionee the full power of attorney to make all such payments and take all actions necessary or prudent, in Optionee’s sole and absolute discretion, to preserve the property, and any such payments made as well any reasonable costs incurred by Optionee shall be deducted from any cash payments due Optionor pursuant to Section 3.2(a) hereunder;
|
(b)
|
It will carry out its operations on the Property in a careful and miner-like manner and in accordance with applicable laws and regulations of the State of Arizona;
|
(c)
|
It will properly pay all accounts of every nature and kind for wages, supplies, Workers’ Compensation Assessments, or the equivalent under Arizona law, income tax deductions, and all other accounts and indebtedness incurred by it so that no claim or lien arises thereon or upon the ore or minerals contained therein and it will indemnify Optionor and save them harmless from any and all loss, costs, actions, suits, damages or claims which may be made against Optionor in respect of the operations on the Property, provided however, that Optionee shall have the right to contest the validity of any such lien or claim of lien;
|
(d)
|
Upon termination of this Agreement, it will leave the Property in a safe condition in accordance with the applicable regulatory requirements;
|
(e)
|
It will at all times maintain and keep true and correct records of all production and the disposition thereof and of all costs and expenditures incurred as well as all other data necessary or proper for the settlement of accounts between the parties hereto in connection with their rights and obligations under this Agreement;
|
(f)
|
It will obtain all necessary environmental permits prior to commencing operations on the Property and it will be responsible for any environmental assessments made by the governmental bodies as a result of operations on the Property; and
|
(g)
|
It will indemnify and save harmless Optionor from any and all liability arising in relation to the Property including, but not limited to, any liability from environmental damage during the Term, unless such liability was caused by the fault of Optionor, or either of them, or their directors, officers, employees, agents or consultants.
|
(a)
|
During the Term, should Optionor receive any notice, assessment, permit or any other documentation from the applicable regulatory authorities relating to the Property or the Operations of Optionee thereon, Optionor will promptly forward a true copy of the same to Optionee.
|
(a)
|
it first gives to Optionee a notice of default containing particulars of the obligation which Optionee has not performed, or the warranty or covenant breached, and
|
(b)
|
Optionee does not, within 30 days after delivery of such notice of default, cure such default or commence proceedings to cure such default by appropriate payment or performance (Optionee hereby agreeing that should Optionee so begin to cure any default Optionee will prosecute such curing to completion without undue delay).
|
(a)
|
nothing contained in this Agreement, nor any payment made, Mining Operations conducted incurred by Optionee on or in connection with the Property or part of it, nor the doing of any act or thing by Optionee under the terms of this Agreement shall obligate Optionee to do anything else under this Agreement other than to, make payments and maintain the Property to the extent that it may have expressly undertaken to do so pursuant to the terms of this Agreement;
|
(b)
|
subject to the terms of this Agreement, Optionee may at any time abandon the working right and Option granted to it under Section 3.1 and may at any time after exercising the Option granted herein abandon the working right granted to it under Section 3.5; and
|
(c)
|
in the event that Optionee abandons the Option granted to it under Section 3.1, or the working right Section 3.5, the liabilities and obligations of Optionee shall cease with respect to the Property except that Optionee shall remain liable for any and all liabilities or obligations arising directly or indirectly from the actions of Optionee in conducting work or having conducted work on the Property and the provisions of Section 6 herein.
|
(a)
|
sets forth the entire agreement between the parties and any persons who have in the past or who are now representing either of the parties;
|
(b)
|
supersedes all prior understandings and communications between the parties or any of them, oral or written; and
|
(c)
|
constitutes the entire agreement between the parties.
|
Optionor:
|
SOUTHWEST EXPLORATION, INC.
|
Optionee:
|
STANDARD GOLD CORP.
|
Principal Amount: $150,000
|
Issue Date: August 30, 2011
|
BULLFROG GOLD CORP.
|
|||
By:
|
|||
Name: David Beling | |||
Title: President | |||
STANDARD GOLD CORP.
|
(An Exploration Stage Company)
|
BALANCE SHEET
|
December 31, 2010
|
Assets
|
||||||||
Current assets
|
||||||||
Cash in trust account
|
$ | 2,521 | ||||||
Other assets
|
||||||||
Mineral property
|
100,300 | |||||||
Total Other Assets
|
100,300 | |||||||
Total Assets
|
$ | 102,821 | ||||||
Liabilities and Stockholders' Deficit | ||||||||
Current Liabilities
|
||||||||
Accounts payable
|
$ | 190 | ||||||
Accrued interest
|
9,558 | |||||||
Notes payable
|
130,800 | |||||||
Total Current Liabilities
|
140,548 | |||||||
Total Liabilities
|
140,548 | |||||||
Stockholders' Deficit
|
||||||||
Common stock, 500,000,000 shares authorized,
$ .0001 par value; 8,678,523 shares issuable
|
868 | |||||||
Additional paid in capital
|
1,953 | |||||||
Deficit accumulated during the exploration stage
|
(40,548 | ) | ||||||
Total Stockholders' Deficit
|
(37,727 | ) | ||||||
Total Liabilities and Stockholders' Deficit
|
$ | 102,821 |
STANDARD GOLD CORP.
|
(An Exploration Stage Company)
|
STATEMENT OF OPERATIONS
|
For the Period From January 12, 2010 (Inception) through December 31, 2010
|
Revenue
|
$ | - | ||||||
Operating Expenses
|
||||||||
Assessment work
|
$ | 11,060 | ||||||
Filing fees
|
5,260 | |||||||
Auto rental
|
1,150 | |||||||
Legal
|
9,200 | |||||||
Professional fees
|
2,400 | |||||||
Travel
|
1,120 | |||||||
Total Operating Expenses
|
30,190 | |||||||
Net Operating Loss
|
(30,190 | ) | ||||||
Interest Expense
|
(10,358 | ) | ||||||
Net Loss
|
$ | (40,548 | ) |
STANDARD GOLD CORP.
|
(An Exploration Stage Company)
|
STATEMENT OF STOCKHOLDERS' DEFICIT
|
For the Period From January 12, 2010 (Inception) through December 31, 2010
|
Deficit
|
||||||||||||||||||||
Common
|
Accumulated
|
|||||||||||||||||||
Stock
|
Additional
|
During the
|
Total
|
|||||||||||||||||
Shares
|
Common
|
Paid In
|
Exploration
|
Stockholders'
|
||||||||||||||||
Issuable
|
Stock
|
Capital
|
Stage
|
Deficit
|
||||||||||||||||
Common stock to be issued
|
||||||||||||||||||||
Balance, January 12, 2010 (Inception)
|
- | $ | - | $ | - | $ | - | $ | - | |||||||||||
Common stock issued for:
|
||||||||||||||||||||
Acquisition of mineral property, January 2010
|
923,077 | 92 | 208 | - | 300 | |||||||||||||||
Common stock subscribed, March 2010
|
5,538,461 | 554 | 1,246 | - | 1,800 | |||||||||||||||
Common stock subscribed, July 2010
|
1,538,462 | 154 | 346 | - | 500 | |||||||||||||||
Common stock subscribed, August 2010
|
678,523 | 68 | 153 | - | 221 | |||||||||||||||
Net loss for the period
|
- | - | (40,548 | ) | (40,548 | ) | ||||||||||||||
Balance, December 31, 2010
|
8,678,523 | $ | 868 | $ | 1,953 | $ | (40,548 | ) | $ | (37,727 | ) |
STANDARD GOLD CORP.
|
(An Exploration Stage Company)
|
STATEMENT OF CASH FLOWS
|
For the Period From January 12, 2010 (Inception) through December 31, 2010
|
Cash Flows from Operating Activities
|
|||||||
Net loss
|
$ | (40,548 | ) | ||||
Adjustments to reconcile net loss to net cash used in operating activities
|
|||||||
Increase in cash in trust account
|
$ | (2,521 | ) | ||||
Increase in accounts payable
|
190 | ||||||
Increase in accrued expenses
|
9,558 | 7,227 | |||||
Net Cash Used in Operating Activities
|
(33,321 | ) | |||||
Cash Flows from Financing Activities
|
|||||||
Proceeds from note payable
|
60,800 | ||||||
Repayment of note payable
|
(30,000 | ) | |||||
Proceeds from sales of common stock
|
2,521 | ||||||
|
|||||||
Net Cash Provided by Financing Activities
|
33,321 | ||||||
Net Change in Cash and Cash at Beginning
|
|||||||
and Ending of Period
|
$ | - | |||||
Noncash Investing and Financing Activities
|
|||||||
Issuance of common stock for acquisition of
|
|||||||
mineral property from NPX Metals
|
$ | 300 | |||||
Issuance of Note payable for acquisition of
|
|||||||
mineral property from NPX Metals
|
$ | 100,000 |
Deferred tax assets:
|
||||
Net operating loss carry forward
|
$13,786 | |||
Less valuation allowance
|
(13,786 | ) | ||
Net deferred tax assets
|
$- |
Federal statutory tax rate
|
34 | % | ||
Change in valuation allowance
|
-34 | % | ||
Net effective tax rate
|
0 | % |
STANDARD GOLD CORP.
|
(An Exploration Stage Company)
|
FINANCIAL STATEMENTS
|
For the Period From January 12, 2010 (Inception) through June 30, 2011
|
(Unaudited)
|
STANDARD GOLD CORP.
|
(An Exploration Stage Company)
|
BALANCE SHEETS
|
June 30, 2011 and December 31, 2010
|
(Unaudited)
|
June 30, 2011
|
December 31, 2010
|
|||||||
Assets | ||||||||
|
|
|||||||
Current assets
|
||||||||
Cash in trust account
|
$ | 2,521 | $ | 2,521 | ||||
Other assets
|
||||||||
Mineral property
|
100,300 | 100,300 | ||||||
Total Other Assets
|
||||||||
Total Assets
|
$ | 102,821 | $ | 102,821 | ||||
Liabilities and Stockholders' Deficit
|
||||||||
Current Liabilities
|
||||||||
Accounts payable
|
$ | 15,851 | $ | 190 | ||||
Accrued interest
|
21,960 | 9,558 | ||||||
Notes payable
|
140,900 | 130,800 | ||||||
Total Current Liabilities
|
178,711 | 140,548 | ||||||
Total Liabilities
|
178,711 | 140,548 | ||||||
Stockholders' Deficit
|
||||||||
Common stock, 500,000,000 shares authorized,
|
||||||||
$ .0001 par value; 8,678,523 shares issuable
|
868 | 868 | ||||||
Additional paid in capital
|
1,953 | 1,953 | ||||||
Deficit accumulated during the exploration stage
|
(78,711 | ) | (40,548 | ) | ||||
Total Stockholders' Deficit
|
(75,890 | ) | (37,727 | ) | ||||
Total Liabilities and Stockholders' Deficit
|
$ | 102,821 | $ | 102,821 |
STANDARD GOLD CORP.
|
(An Exploration Stage Company)
|
STATEMENTS OF OPERATIONS
|
For the Three Months Ended June 30, 2011 and 2010, the Six Months Ended June 30, 2011,
|
the Period From January 12, 2010 (Inception) through June 30, 2010
|
and the Cumulative Period From January 12, 2010 (Inception) through June 30, 2011
|
(Unaudited)
|
Cumulative
|
||||||||||||||||||||
Period From
|
Period From
|
|||||||||||||||||||
|
January 12, 2010
|
January 12, 2010
|
||||||||||||||||||
Three Months
|
Three Months
|
Six Months
|
(Inception)
|
(Inception)
|
||||||||||||||||
Ended
|
Ended
|
Ended
|
through
|
through
|
||||||||||||||||
June 30, 2011
|
June 30, 2010
|
June 30, 2011
|
June 30, 2010
|
June 30, 2011
|
||||||||||||||||
Revenue
|
$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
Operating Expenses
|
||||||||||||||||||||
Assessment work
|
- | - | - | - | 11,060 | |||||||||||||||
Filing fees
|
- | - | - | - | 5,260 | |||||||||||||||
Auto rental
|
- | - | - | - | 1,150 | |||||||||||||||
Legal
|
- | - | - | - | 9,200 | |||||||||||||||
Professional fees
|
25,761 | - | 25,761 | - | 28,161 | |||||||||||||||
Travel
|
- | - | - | - | 1,120 | |||||||||||||||
Total Operating Expenses
|
25,761 | - | 25,761 | - | 55,951 | |||||||||||||||
Net Operating Loss
|
(25,761 | ) | - | (25,761 | ) | - | (55,951 | ) | ||||||||||||
Interest Expense
|
(6,408 | ) | - | (12,402 | ) | - | (22,760 | ) | ||||||||||||
- | - | - | ||||||||||||||||||
Net Loss
|
$ | (32,169 | ) | $ | - | $ | (38,163 | ) | $ | - | $ | (78,711 | ) |
STANDARD GOLD CORP.
|
(An Exploration Stage Company)
|
STATEMENT OF STOCKHOLDERS' DEFICIT
|
For the Period From January 12, 2010 (Inception) through June 30, 2011
|
(Unaudited)
|
Deficit
|
||||||||||||||||||||
Common
|
Accumulated
|
|||||||||||||||||||
Stock
|
Additional
|
During the
|
Total
|
|||||||||||||||||
Shares
|
Common
|
Paid In
|
Exploration
|
Stockholders'
|
||||||||||||||||
Issuable
|
Stock
|
Capital
|
Stage
|
Deficit
|
||||||||||||||||
Common stock to be issued
|
||||||||||||||||||||
Balance, January 12, 2010 (Inception)
|
- | $ | - | $ | - | $ | - | $ | - | |||||||||||
Common stock issued for:
|
||||||||||||||||||||
Acquisition of mineral property, January 2010
|
923,077 | 92 | 208 | - | 300 | |||||||||||||||
Common stock subscribed, March 2010
|
5,538,461 | 554 | 1,246 | - | 1,800 | |||||||||||||||
Common stock subscribed, July 2010
|
1,538,462 | 154 | 346 | - | 500 | |||||||||||||||
Common stock subscribed, August 2010
|
678,523 | 68 | 153 | - | 221 | |||||||||||||||
Net loss for the period
|
- | - | (40,548 | ) | (40,548 | ) | ||||||||||||||
Balance, December 31, 2010
|
8,678,523 | 868 | 1,953 | (40,548 | ) | (37,727 | ) | |||||||||||||
Net loss for the period
|
- | - | (38,163 | ) | (38,163 | ) | ||||||||||||||
Balance, June 30, 2011
|
8,678,523 | $ | 868 | $ | 1,953 | $ | (78,711 | ) | $ | (75,890 | ) |
STANDARD GOLD CORP.
|
(An Exploration Stage Company)
|
STATEMENTS OF CASH FLOWS
|
For the Three Months Ended June 30, 2011,
|
the Period From January 12, 2010 (Inception) through June 30, 2010
|
and the Cumulative Period From January 12, 2010 (Inception) through June 30, 2011
|
(Unaudited)
|
Cumulative
|
||||||||||||
Period From
|
Period From
|
|||||||||||
January 12, 2010
|
January 12, 2010
|
|||||||||||
Six Months
|
(Inception)
|
(Inception)
|
||||||||||
Ended
|
through
|
through
|
||||||||||
June 30, 2011
|
June 30, 2010
|
June 30, 2011
|
||||||||||
Cash flows from Operating Activities
|
||||||||||||
Net loss
|
$ | (38,163 | ) | $ | - | $ | (78,711 | ) | ||||
Adjustments to reconcile net loss to
|
||||||||||||
net cash used in operating activities
|
||||||||||||
Increase in cash in trust account
|
- | (2,100 | ) | (2,521 | ) | |||||||
Increase in accounts payable
|
15,661 | - | 15,851 | |||||||||
Increase in accrued interest
|
12,402 | - | 21,960 | |||||||||
Net Cash Used in Operating Activities
|
(10,100 | ) | (2,100 | ) | (43,421 | ) | ||||||
Cash Flows from Financing Activities
|
||||||||||||
Proceeds from note payable
|
10,100 | - | 70,900 | |||||||||
Repayment of note payable
|
- | - | (30,000 | ) | ||||||||
Proceeds from sales of common stock
|
- | 2,100 | 2,521 | |||||||||
|
||||||||||||
Net Cash Provided by Financing Activities
|
10,100 | 2,100 | 43,421 | |||||||||
Net Change in Cash and Cash at Beginning
|
||||||||||||
and Ending of Period
|
$ | - | $ | - | $ | - | ||||||
Noncash Investing and Financing Activities
|
||||||||||||
Issuance of common stock for acquisition of
|
||||||||||||
mineral property from NPX Metals
|
$ | - | $ | 300 | $ | 300 | ||||||
Issuance of Note payable for acquisition of
|
||||||||||||
mineral property from NPX Metals
|
$ | - | $ | - | $ | 100,000 |
|
(i)
|
on January 1, 2012, the sum of US $150,000.00; July 1, 2012 the sum of US $150,000.00;
|
|
(ii)
|
on January 1, 2013, the sum of US $200,000.00; July 1, 2013 the sum of US $200,000.00;
|
|
(iii)
|
on January 1, 2014, the sum of US $250,000.00; July 1, 2014 the sum of US $250,000.00;
|
|
(iv)
|
on January 1, 2015, the sum of US $300,000.00; July 1, 2015 the sum of US $300,000.00;
|
|
(v)
|
on January 1, 2016, the sum of US $350,000.00; July 1, 2016 the sum of US $350,000.00; and
|
|
(vi)
|
on January 1, 2017, the sum of US $425,000.00.
|
The following unaudited pro forma combined financial statements have been prepared to give effect to the reverse-merger pursuant to the Agreement of Merger and Plan of Reorganization and the adjustments described in the notes to the unaudited pro forma combined financial statements. Standard Gold Corp. is the acquirer for financial reporting purposes and Bullfrog Gold Corp. is the acquired company. The pro forma information is based upon the historical audited financial statements of Standard Gold Corp. for the period from inception (January 12, 2010) through December 31, 2010 and Bullfrog Gold Corp for the year ended December 31, 2010 and the adjustments have been made solely for purposes of developing such pro forma information. Additional unaudited pro forma financial statements have been presented for the six month period ending June 30, 2011.
|
BULLFROG GOLD CORP.
|
(An Exploration Stage Company)
|
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
|
Assets
|
||||||||||||||||||||
Bullfrog Gold Corp
|
Standard Gold Corp
|
Pro Forma
|
||||||||||||||||||
June 30, 2011
|
June 30, 2011
|
Notes
|
Adjustments
|
Pro Forma
|
||||||||||||||||
Current assets
|
||||||||||||||||||||
Cash
|
$ | 3,610 | $ | 3,610 | ||||||||||||||||
Cash held in trust
|
2,521 | 2,521 | ||||||||||||||||||
Prepaid assets
|
475 | - | 475 | |||||||||||||||||
Other assets
|
||||||||||||||||||||
Mineral property
|
- | 100,300 | 100,300 | |||||||||||||||||
Total assets
|
$ | 4,085 | $ | 102,821 | $ | - | $ | 106,906 | ||||||||||||
Liabilities and Stockholders' Deficit
|
||||||||||||||||||||
Current liabilities
|
||||||||||||||||||||
Accounts payable
|
$ | 61,638 | $ | 15,851 | $ | 77,489 | ||||||||||||||
Accrued interest
|
- | 21,960 | 21,960 | |||||||||||||||||
Notes payable
|
56,500 | 140,900 | 197,400 | |||||||||||||||||
Total current liabilities
|
118,138 | 178,711 | - | 296,849 | ||||||||||||||||
Total liabilities
|
118,138 | 178,711 | 296,849 | |||||||||||||||||
Stockholders' deficit
|
||||||||||||||||||||
Preferred stock
|
- | - | (3 | ) | 71 | 71 | ||||||||||||||
Common stock
|
3,151 | 868 | (1 | ) | (868 | ) | 4,516 | |||||||||||||
(2 | ) | 1,365 | ||||||||||||||||||
Additional paid in capital
|
21,849 | 1,953 | (1 | ) | 868 | 0 | ||||||||||||||
(3 | ) | (71 | ) | |||||||||||||||||
(2 | ) | (1,365 | ) | |||||||||||||||||
(4 | ) | (139,053 | ) | |||||||||||||||||
(5 | ) | 115,819 | ||||||||||||||||||
Deficit accumulated during the exploration stage
|
(139,053 | ) | (78,711 | ) | (4 | ) | 139,053 | (194,530 | ) | |||||||||||
(5 | ) | (115,819 | ) | |||||||||||||||||
Total stockholders' deficit
|
(114,053 | ) | (75,890 | ) | (189,943 | ) | ||||||||||||||
Total Liabilities and Stockholders' Deficit
|
$ | 4,085 | $ | 102,821 | $ | 106,906 |
(1)
|
Elimination of common stock of Standard Gold Corp pursuant to Merger and Plan of Reorganization
|
(2)
|
Issuance of 13,645,596 shares of common stock to Standard Gold Corp shareholders pursuant to Merger and Plan of Reorganization
|
(3)
|
Issuance of 711,539 shares of preferred stock to Standard Gold Corp shareholders pursuant to Merger and Plan of Reorganization
|
(4)
|
Elimination of accumulated deficit of Bullfrog Gold Corp related to reverse merger and recapitalization pursuant to Merger and Plan of Reorganization
|
(5)
|
Elimination of debit balance in additional paid in capital resulting from merger accounting
|
BULLFROG GOLD CORP.
|
(An Exploration Stage Company)
|
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
|
Bullfrog Gold Corp
|
Standard Gold Corp |
|
||||||||||||||||||||||||||||||||
Period From
|
Period From
|
|||||||||||||||||||||||||||||||||
Bullfrog Gold Corp
|
Standard Gold Corp
|
July 23, 2007
|
January 12, 2010
|
|||||||||||||||||||||||||||||||
Six Months
|
Six Months
|
(Inception)
|
(Inception)
|
|||||||||||||||||||||||||||||||
Ended
|
Ended
|
Pro Forma
|
through
|
through
|
Pro Forma
|
|||||||||||||||||||||||||||||
June 30, 2011
|
June 30, 2011
|
Notes
|
Adjustments
|
Pro Forma
|
December 31, 2010
|
December 31, 2010
|
Notes
|
Adjustments
|
Pro Forma
|
|||||||||||||||||||||||||
Revenue
|
$ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||||||
Cost of sales
|
- | - | - | - | - | - | - | - | ||||||||||||||||||||||||||
Gross Margin
|
- | - | - | - | - | - | - | - | ||||||||||||||||||||||||||
Operating Expenses
|
||||||||||||||||||||||||||||||||||
General and administrative expenses
|
1,131 | 25,761 | - | 26,892 | 143,423 | 30,190 | - | 173,613 | ||||||||||||||||||||||||||
Total operating expenses
|
1,131 | 25,761 | - | 26,892 | 143,423 | 30,190 | - | 173,613 | ||||||||||||||||||||||||||
Net operating loss
|
(1,131 | ) | (25,761 | ) | - | (26,892 | ) | (143,423 | ) | (30,190 | ) | - | (173,613 | ) | ||||||||||||||||||||
Other Income and Expense
|
||||||||||||||||||||||||||||||||||
Gain on forgiveness of debt
|
5,500 | - | - | 5,500 | - | - | - | - | ||||||||||||||||||||||||||
Interest expense
|
- | (12,402 | ) | - | (12,402 | ) | - | (10,358 | ) | - | (10,358 | ) | ||||||||||||||||||||||
Total other income and expense
|
5,500 | (12,402 | ) | - | (6,902 | ) | - | - | (10,358 | ) | ||||||||||||||||||||||||
Net loss
|
$ | 4,369 | $ | (38,163 | ) | $ | - | $ | (33,794 | ) | $ | (143,423 | ) | $ | (40,548 | ) | $ | - | $ | (183,971 | ) |