BULLFROG GOLD CORP.
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||
(Exact name of registrant as specified in its charter)
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Delaware
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1000
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41-2252162
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer Identification No.)
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897 Quail Run Drive
Grand Junction, CO
81505
(970) 628-1670
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(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
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David Beling
President
897 Quail Run Drive
Grand Junction, CO
81505
Telephone: (970) 628-1670
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies of all communications, including communications sent to agent for service, should be sent to:
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Harvey J. Kesner, Esq.
61 Broadway, 32nd Floor
New York, New York 10006
Telephone: (212) 930-9700
Fax: (212) 930-9725
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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x
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(Do not check if a smaller reporting company)
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TITLE OF EACH
CLASS OF SECURITIES
TO BE REGISTERED
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AMOUNT TO BE
REGISTERED (1)
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PROPOSED MAXIMUM OFFERING PRICE PER SHARE
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PROPOSED MAXIMUM
AGGREGATE OFFERING PRICE
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AMOUNT OF REGISTRATION FEE
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Common Stock, $0.0001 par value
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10 ,628,250
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$0 .31 (2)
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$3,294,757.50
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$ 449.40 (3)(6)(7)
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Common Stock underlying Series A Convertible Preferred Stock
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3,875,000
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$0 .31 ( 2)
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$1,201,250.00
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$163.85 (4)
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Common Stock underlying Series B Convertible Preferred Stock
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2,004,6 00
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$0 .31 (2)
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$ 621,426.00
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$84.76 (6)
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Common Stock underlying warrants
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11 ,944,225
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$0.31 (2)
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$3,702,709.75
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$ 505.05 (5)(6)(7)
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Total
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28 ,452,075
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$8,820,143.25
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$ 1,203.07 (3)(4)(5)(6)(7)(8)
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(1)
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Pursuant to Rule 416 under the Securities Act, the shares of common stock offered hereby also include an indeterminate number of additional shares of common stock as may from time to time become issuable by reason of stock splits, stock dividends, recapitalizations or other similar transactions.
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(2)
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Estimated
at $0. 31 per share, the average of the high
and low prices as reported on the OTC Bulletin Board regulated quotation service on December 17 , 2012, for the purpose
of calculating the registration fee in accordance with Rule 457(c) under the Securities Act.
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( 3 )
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$ 138.44 previously paid in conjunction with the registration of 5,252,250 shares of Common Stock at an estimated at $0. 23 per share, the average of the high and low prices as reported on the OTC Bulletin Board regulated quotation service on September 19 , 2012, for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act.
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( 4 )
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$102.14 previously paid in conjunction with the registration of 3,875,000 shares of common underlying Series A Convertible Preferred Stock at an estimated $0. 23 per share, the average of the high and low prices as reported on the OTC Bulletin Board regulated quotation service on September 19 , 2012, for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act.
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( 5 )
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$120.29 previously paid in conjunction with the registration of 4,563,625 shares of common underlying warrants at an estimated $0.23 per share, the average of the high and low prices as reported on the OTC Bulletin Board regulated quotation service on September 19, 2012, for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act.
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( 6 )
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An
aggregate of $ 1,203.07 paid
simultaneously herewith relating to 3, 376,000 shares of Common Stock , 2,004,600 shares of Common Stock underlying
Series B Convertible Preferred Stock, and 5,380,600 shares of Common Stock underlying warrants at an
estimated $0. 31 per share, the average of the high and low prices as reported on
the OTC Bulletin Board regulated quotation service on December 17 , 2012, for the purpose of calculating the
registration fee in accordance with Rule 457(c) under the Securities Act.
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(7)
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2,000,000
shares of Common Stock and warrants issued on December 17, 2012.
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(8)
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On
March 12, 2012, the amount of $1,176.73 was paid and unapplied, per (3)(4) & (5) a total of $360.87 was due on September
19, 2012 and applied against the March 12, 2012 payment of $1,176.73 leaving a remaining unapplied balance of $815.86.
The current registration fee of $1,203.07 will be applied to $815.86, leaving a balance due of $387.21.
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Page
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Prospectus Summary
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1
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Risk Factors
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3
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Special Note Regarding Forward Looking Statements
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9
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Use of Proceeds
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9
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Market for Our Common Stock and Related Stockholder Matters
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10
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Management’s Discussion and Analysis of Financial Condition and Results of Operation
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11
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Business
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14
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Management
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29
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Executive Compensation
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31
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Certain Relationships and Related Transactions
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32
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Security Ownership of Certain Beneficial Owners and Management
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33
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Selling Stockholders
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34
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Description of Securities
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39
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Plan of Distribution
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41
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Legal Matters
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42
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Experts
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42
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Where You Can Find Additional Information
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43
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Index to Financial Statements
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F-1
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Breccia
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Broken sedimentary and volcanic rock fragments cemented by a fine-grained matrix.
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Clastic Rock
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Fragments, or clasts, of pre-existing
minerals
.
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Cutoff Grade:
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The minimum mineral content included in mineral and ore reserve estimates and that may be economically mined and or processed.
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Detachment Fault:
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A regionally extensive, gently dipping normal fault that is commonly associated with extension in large blocks of the earth’s crust.
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Exploration Stage:
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The US Securities and Exchange Commission’s descriptive category applicable to public mining companies engaged in the search for mineral deposits and ore reserves and which are neither in the development or production stage.
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Metamorphic Rock:
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Rock that has transformed to another rock form after intense heat and pressure.
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Miocene
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A geologic era that extended form 5 million to 23 million years ago.
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Net Smelter Royalty:
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A percentage payable to an owner or lessee from the production or net proceeds received by the operator from a smelter or refinery, less transportation, insurance, smelting and refining costs and penalties as set out in a royalty agreement. For gold and silver royalties, the deductions are relatively low while for base metals the deductions can be substantial.
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Paleozoic:
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A geologic era extending from 230 million to 600 million years ago.
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Photogrammetry:
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The science of making measurements from photographs. The output is typically a map or a drawing.
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Protozeroic:
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A geologic era extending from 540 million years to 2,500 million years ago.
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Reserves:
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That part of a mineral deposit that can be economically and legally extracted or produced at the time of the reserve estimate
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Reverse Circulation (RC):
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A drilling method whereby drill cuttings are returned to the surface through the annulus between inner and outer drill rods, thereby minimizing contamination from wall rock.
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Rhyolite
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A
n
igneous
, volcanic
extrusive
rock
containing more than 69% silica.
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Schist
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A group
metamorphic rocks
that contain more than 50% platy and elongated minerals such as mica.
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Siliciclastic Rock:
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Non-carbonate sedimentary rocks that are almost exclusively silicas-bearing, either as quartz or silicate minerals.
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Tertiary
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A geologic era from 2.6 million to 65 million years ago.
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·
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improve existing, and implement new, operational, financial and management controls, reporting systems and procedures;
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·
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install enhanced management information systems; and
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·
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train, motivate and manage our employees.
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·
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changes in our industry;
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·
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competitive pricing pressures;
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·
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our ability to obtain working capital financing;
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·
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additions or departures of key personnel;
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·
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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;
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·
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sales of our common stock;
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·
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our ability to execute our business plan;
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·
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operating results that fall below expectations;
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·
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loss of any strategic relationship;
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·
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regulatory developments;
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·
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economic and other external factors; and
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·
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period-to-period fluctuations in our financial results.
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Year 2011
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High
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Low
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Period from October 17, 2011 to December 31, 2011
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$0.95
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$0.60
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Year 2012
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High
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Low
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First Quarter
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$0.86
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$0.50
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Second Quarter
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$0.75
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$0.40
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Third Quarter
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$0.85
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$0.16
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Fourth
Quarter (through December 17 , 2012)
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$0 .50
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$0.16
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Plan Category
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Number of securities to be issued upon exercise of outstanding options, warrants and rights
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Weighted-average exercise price of outstanding options
warrants and rights
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Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected
in column (a))
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(a)
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(b)
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(c)
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Equity compensation plans approved by security holders
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4,060,000
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$0.40
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440,000
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Equity compensation plans not approved by security holders
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0
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0
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0
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|||
Total
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4,060,000
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$0.40
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440,000
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Inception
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||||||||
Year
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(January 12, 2010)
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|||||||
Ended
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through
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|||||||
12/31/11
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12/31/10
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|||||||
Revenue
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$
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-
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$
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-
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||||
Operating Expenses
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||||||||
General and Administrative
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608,750
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19,130
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Exploration Costs
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127,336
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11,060
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||||||
Marketing
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374,853
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-
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||||||
Total Operating Expenses
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1,110,939
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30,190
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||||||
Net Operating Loss
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(1,110,939
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)
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(30,190
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)
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Gain on Forgiveness of Debt
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28,499
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-
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||||||
Interest Expense
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(18,941
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)
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(10,358
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)
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Revaluation of Warrant Liability
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(1,689,997
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)
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-
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|||||
Net Loss
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$
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(2,791,378
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)
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$
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(40,548
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)
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1.
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General and Administrative variances due to the following:
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a.
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Filing fees for the Newsboy Project in Arizona of $12,585 and Bullfrog Project in Nevada of $22,360 were paid in 2011 compared to $5,260 in 2010.
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b.
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Professional fees (legal, accounting and other) of approximately $238,000 in 2011. This increase in professional fees was mainly due to the legal services related to the reverse merger. In addition, there are added expenses for professional services as a result of being a publicly traded company. The professional fees in 2010 were $11,600.
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c.
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The employment of two individuals in addition to the retention of project consultants working for the Company, resulting in payroll and consulting fees of approximately $144,000 in 2011 compared to $0 in 2010.
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d.
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Stock-based compensation of approximately $156,000 is a result of the 2011 Equity Incentive Plan. See Note 2 in the Notes to the Consolidated Financial Statements for additional discussion and valuation of common stock options.
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2.
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Marketing expenses in 2011 of approximately $375,000 related to website development and investor relations. Also included is stock-based compensation for marketing consultants of approximately $237,000; there were no marketing expenses in 2010. See Note 2 in the Notes to the Consolidated Financial Statements for additional discussion and valuation of common stock options.
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3.
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The Revaluation of Warrant Liability of $1,689,997 in 2011 resulting from warrants issued as part of the private placement. See Note 3 in the Notes to the Consolidated Financial Statements for additional discussion and valuation of the warrant liability.
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4.
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The forgiveness of all accrued interest by the note holders in 2011 in conjunction with the reverse merger which was recognized as a gain on forgiveness of debt of $28,499.
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Nine months ended
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9/30/12
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9/30/11
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Revenue
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|
$
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-
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$
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-
|
|
|
|
|
|
|
|
|
|
|
Operating Expenses
|
|
|
|
|
|
|
|
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General and Administrative
|
|
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769,022
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|
|
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188,278
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Exploration Costs
|
|
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993,136
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|
|
|
-
|
|
Marketing
|
|
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1,053,415
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|
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23,464
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Total Operating Expenses
|
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2,815,573
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|
|
|
211,742
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Net Operating Loss
|
|
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(2,815,573
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)
|
|
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(211,742
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)
|
|
|
|
|
|
|
|
|
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Gain on Forgiveness of Debt
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|
|
-
|
|
|
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28,499
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Interest Expense
|
|
|
-
|
|
|
|
(18,941
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)
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Revaluation of Warrant Liability
|
|
|
2,210,475
|
|
|
|
-
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|
Net Loss
|
|
$
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(605,098
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)
|
|
$
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(202,184
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)
|
|
1.
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General and Administrative variance of approximately $580,000 due to the following:
|
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a.
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Stock-based compensation of approximately $276,000 as a result of the 2011 Equity Incentive Plan in which options were granted to two officers of the Company and one consultant to the Company. See Note 2 in the Notes to the Consolidated Financial Statements for additional discussion and valuation of common stock options.
|
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b.
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The Company having approximately $243,000 in payroll costs for the nine months ended September 30, 2012. The Company did not have any employees for this period in 2011 and therefore had zero payroll expense.
|
|
|
|
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c.
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The Company has engaged two financing companies to provide funds for continued operations. As part of the financing agreements, we paid one company $50,000 and the other company $12,500 for a total of $62,500 as nonrefundable, upfront fees. There were no financing fees for the same period in 2011.
|
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2.
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Exploration costs variance of approximately $993,000 due to the following:
|
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a.
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There was approximately $530,000 spent on drilling the Newsboy Project, which included drilling costs, water truck and drill pad excavation. There were no costs for the same period in 2011.
|
|
|
|
|
b.
|
The Company spent an additional $90,000 on samples testing for the above mentioned drilling results. There were no costs for the same period in 2011.
|
|
|
|
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c.
|
There was approximately $149,000 expense for geology consultants and $106,000 expense for filing fees for the nine months ended September 30, 2012. There was approximately $35,000 in filing fees for the same period in 2011, however the expenses were classified as General and Administrative.
|
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d.
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The Company paid $100,000 to Moneta Porcupine Mines (“Moneta”) for their historical data related to their exploration activities from when they owned the Newsboy Project from 1993 through 1995. This data included assay certificates and drill logs of nearly all 154 historical drill holes from 1987 to 1992 and eight additional holes drilled by Moneta during 1994 and 1995.
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3.
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Marketing expenses for the nine months ended September 30, 2012 were approximately $1,053,000 versus $23,464 for the same period in 2011. Approximately $419,000 of the expense is stock-based compensation for the Company’s marketing and investor relations consultants. See Note 2 in the Notes to the Consolidated Financial Statements for additional discussion and valuation of common stock options. In addition, there was approximately $505,000 spent on investor relation programs, including 256,000 shares valued at approximately $152,000 that were issued to various consultants.
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4.
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The Revaluation of Warrant Liability of $2,210,475 for the nine months ended September 30, 2012 resulted from warrants issued as part of the private placement. The change in value to the Warrant Liability is primarily due to the fair value price per share of $0.95 at December 31, 2011 and the fair value price per share of $0.24 at September 30, 2012. See Note 3 in the Notes to the Consolidated Financial Statements for additional discussion and valuation of the warrant liability.
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1.
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$100,000 prior to June 11, 2013
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|
2.
|
An additional $150,000 prior to June 11, 2014
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|
3.
|
An additional $200,000 prior to June 11, 2015
|
|
4.
|
An additional $200,000 prior to June 11, 2016
|
|
5.
|
An additional $200,000 prior to June 11, 2017
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·
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One vertical hole drilled in the basement schist rocks discovered a vein that contained 50 feet (15.2 meters) of 0.084 gold ounces per short ton (opt) (2.9 grams/metric tonne) and 0.18 silver opt (6.1 g/mt), including 5 feet (1.5 m) of 0.39 gold opt (13.5 g/mt) and 0.39 silver opt (13.5 g/mt).
|
·
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Five holes drilled within a 1992 proposed open pit mine area averaged 0.048 gold opt (1.6 g/mt), 1.2 silver opt (41.1 g/mt) and 64 feet in thickness (19.5 m). These results are comparable and confirmatory of adjacent old drill data.
|
·
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Sixteen additional holes were drilled in the large area surrounding the proposed open pit limits. Nine of these holes contained mineralization above the cutoff grade of 0.015 gold opt (0.5 g/mt).
|
·
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Two holes show the high grade mineralization discovered in phase 1 to be tabular with an apparent dip of 15°. As a result, the thickness and tonnage in this area may be an order of magnitude greater than that of a narrow, near vertical vein as initially thought.
|
·
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The pit limit will be expanded accordingly with 20% higher grade gold than the 0.044 gold opt estimated in the 1992 pit
|
·
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The open area immediately east of these three holes is approximately 800 feet by 1,200 feet and will be drilled to expand this new mineralization and establish its true thickness
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Base
NSR, %
|
Prices
|
Max. Buy-
Down NSR, %
|
|
Gold
|
1.0
|
less than $1,200/ tr oz
|
0.50
|
1.5
|
$1,201 to 1600
|
0.75
|
|
2.0
|
$1,601 to 2,000
|
1.00
|
|
2.5
|
$2,001 to $2,400
|
1.25
|
|
3.0
|
$2,401 to $2,800
|
1.50
|
|
3.5
|
$2,801 to $3,200
|
1.75
|
|
4.0
|
$3,200 to $4,000
|
2.00
|
|
4.5
|
$4,000 to $5,000
|
2.25
|
|
5.0
|
greater than $5,000
|
2.50
|
|
Silver
|
1.0
|
le
ss than $15/ tr oz
|
0.50
|
1.5
|
$15.01 to $30
|
0.75
|
|
2.0
|
$30.01 to $45
|
1.00
|
|
2.5
|
$45.01 to $60
|
1.25
|
|
3.0
|
$60.01 to $75
|
1.50
|
|
3.5
|
$75.01 to $90
|
1.75
|
|
4.0
|
$90.01 to $105
|
2.00
|
|
4.5
|
$105.01 to $120
|
2.25
|
|
5.0
|
greater than $120
|
2.50
|
|
Other Products
|
2.0
|
Determined by Product
|
1.00
|
·
|
The oldest is a silver-rich, lead-zinc event that appears to be related to a molybdenum porphyry system that is not exposed but indicated by geochemistry and alteration. In this regard, the Klondike claims lie 10 miles north of the Mt. Hope molybdenum mine which is currently under development as one of the world’s largest molybdenum deposits. The Mt. Hope deposit has a halo of silver-zinc mineralization that is typically more than a thousand feet thick and above several thousand feet of molybdenum mineralization. A silver-rich copper event may also be related to this style of mineralization.
|
·
|
A later stage Carlin-style gold-arsenic-barite mineralizing event over-printed the earlier silver-zinc-molybdenum system. This event has wide-spread anomalous gold values with arsenic and associated calcite veining. Barite may be related to all events. A new gold discovery is currently being drilled by other companies 10 miles west of the Klondike and may be the continuation of the massive Cortez gold trend.
|
·
|
Our property is adjacent to an open pit that Barrick Gold (“Barrick”) mined in the late 1990’s and this area has significant potential for mineral extensions. It is noted that when Barrick ceased operations at their Bullfrog Mine, the price of gold was less than $300 per ounce compared to the current price of $1,750+ per ounce. Barrick also did not control the patented claim that is adjacent to the Montgomery-Shoshone open pit and five other claims in the area which are now part of the Company’s property.
|
·
|
Several mineralized trends and structures occur on other areas of the Company’s property that further justify additional drilling, see Figure 1.
|
(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.
|
·
|
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
|
·
|
A historic resource and open pit mine plan were established by predecessor owners in 1992. The company has successfully completed two drill programs during the first half of 2012 and is sufficiently encouraged to proceed with exploration and development activities. A new mineral zone has been discovered in the main deposit, which has several areas that justify additional drilling to increase mineralization and better define an open pit mine plan.
|
·
|
Additional exploration targets within a few miles of the main deposit are fully justified for drilling to test for further increases in mineralization and enhance the development and production potential of the Project.
|
1.
|
All drilling was performed using reverse circulation methods. Drill cuttings were sampled at intervals of 5 feet and split in the field to typically produce 15-pound representative samples for further preparation and assaying. These samples were then bagged, tagged and secured under the management, direction, supervision and custody of Clive Bailey, the Company’s Consulting Geologist. Sample lots were transported to the Company’s office in Morristown and stored until Skyline Laboratories accepted custody upon loading on their truck for transport to a secure sample storage building at their laboratory in Tucson, Arizona,
|
2.
|
All Company samples were analyzed using a 30 g fire assay (FA) with an atomic absorption spectroscopy (AAS) finish for gold. This technique has a lower detection limit of 0.005 ppm and an upper detection limit of 3.00 ppm. Samples with greater than 3.00 ppm gold were re-analyzed using a 30 g FA with a gravimetric finish. All samples were also analyzed using a5 g sample with a four acid digestion for silver and multi-element analysis using an Induced Coupled Plasma Emission spectroscopy (ICP-OES) instrument This technique has a lower detection limit of 1 ppm and an upper detection limit of 150 ppm. Samples with greater than 150 ppm silver were re-analyzed using a 30 g FA with a gravimetric finish.
|
3.
|
Skyline crushed the entire sample to 75% passing – 10 mesh and then split 250 g for pulverization to 95% – 150 mesh. Cleaner sand was run through the crusher every 25 samples or at any color change in the sample as noticed by Skyline’s lab tech. Sand was run between every sample in the pulverizing step to preclude lingering contamination. Pulps were split again to separate a 30 g sample for FA/AAS for gold and a 5 g sample for multi-acid digestion and ICP-OES and multi element analysis.
|
4.
|
All Newsboy samples from the 48 holes drilled by the company were analyzed at Skyline Laboratories. Skyline has ISO/IEC 17025:2005 certification for FA/AAS. ICP-OES and ICP-Mass Spectroscopy (MS).
|
5.
|
QA/QC samples used by the company include blanks, standards and field duplicates. The inserts QA/QC samples at the following frequencies:
|
·
|
One to two blanks per hole pending depth and observes mineralization. Blanks were inserted at the end of each mineralized sequence;
|
|
·
|
One to two standards per hole. Two standards were inserted if a second mineralized zone was observed ( two standards were used as deemed appropriate – one being high grade and the other being low grade); and
|
|
·
|
One duplicate sample for each 100 feet or 20 five-foot samples.
|
6.
|
The Company and its Consultants are of the opinion that the QA/QC program was appropriate for collecting, preparing and analyzing drill samples and were adequate for the purposes intended in the normal course for calculating resource and reserve estimates. Skyline’s assay certificates were also stamped by an assayer registered in the State of Arizona.
|
Name
|
Age
|
Position
|
||
David Beling
|
71
|
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)
|
2011
|
$
|
83,333
|
$
|
16,667
|
--
|
$
|
557,994
|
--
|
--
|
--
|
$
|
657,994
|
||||||||||||||||||||
2010
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
|||||||||||||||||||||||||
Andrea Schlectman (2)
|
2011
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
||||||||||||||||||||||||
2010
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
|||||||||||||||||||||||||
Joshua Bleak (3)
|
2011
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
||||||||||||||||||||||||
2010
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
*
|
Stock awards represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718.
|
|
(1)
|
Appointed on July 27, 2011. Salary and bonus for the period August through December 2011.
|
|
(2)
|
Resigned on July 27, 2011
|
|
(3)
|
Chief Executive Officer of Standard Gold Corp. from January 12, 2010 until October 26, 2011
|
Option Awards
|
Stock Awards
|
||||||||||||||||
Name
|
Number of Securities Underlying Unexercised Options: (#) Exercisable
|
Number of Securities Underlying Unexercised Options: (#) Unexercisable
|
Option Exercise Price ($)
|
Option Expiration Date
|
Number of Shares or Units of Stock that Have Not Vested (#)
|
||||||||||||
David Beling
|
250,000
|
1,000,000
|
$
|
0.40
|
09/30/2021
|
1,000,000
|
Date Installment Becomes Exercisable
|
December 19, 2011
|
March 31, 2012
|
September 30, 2012
|
March 31, 2013
|
September 30, 2013
|
Name
|
Fees Earned
or Paid
in Cash
($)
|
Stock
Awards
($)
|
Option
Awards
($)(1)
|
Non-Equity
Incentive Plan
Compensation
($)
|
Nonqualified
Deferred Compensation
Earnings
($)
|
All
Other
Compensation
($)
|
Total
($)
|
|||||||||||||||||||||
Alan Lindsay
|
$
|
-
|
$
|
-
|
$
|
535,626
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
535,625
|
||||||||||||||
David Beling
(2)
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
(1)
|
The amount for option awards reflect the aggregate grant date fair value with respect to stock options granted in accordance with ASC Topic 718.
|
(2)
|
David Beling’s compensation was previously disclosed in the Executive Compensation section of this prospectus above.
|
Name and Address
|
Shares Owned
|
Percentage
|
David Beling (1)
897 Quail Run Drive
Grand Junction, CO 81505
|
2,950,000
|
7.8
|
Alan Lindsay (2)
10 Market St, Ste 246
Camana Bay
Grand Cayman, Cayman Islands KY1-9006
|
1,828,859
|
4.8
|
Lindsay Capital Corp. (3)
802 Grand Pavillion Commercial Centre
West Bay Road
Grand Cayman, Cayman Islands KY1-1204
|
2,116,494
|
5.6
|
Alpha Capital Anstalt (4)
Pradafant 7
9490 Furstentums
Vaduz, Liechtenstein
|
2,000,000
|
5.4
|
Barry Honig (5)
4400 Biscayne Blvd #850
Miami, FL 33137
|
3,293,507
|
8.8
|
|
|
|
All executive officers and directors as a group (2 persons) (1) (2)
|
4,778,859
|
12.3
|
(1)
|
Represents 2,200,000 shares held by the Beling Family Trust of which David Beling has voting and dispositive power and options to purchase 750,000 shares of common stock at $.40 per share which may be exercised within 60 days. Excludes options to purchase 500,000 shares at $0.40 per share which are not exercisable within 60 days. Excludes Warrants to purchase 100,000 shares of the Company's common stock at $0.40 per share, issued to the Beling Family Trust in the Private Placement. 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, The restriction described above may be waived, in whole or in part, upon sixty-one (61) days prior notice from the holder of the Warrant to the Company. . The number of shares reflected in the Beneficial Ownership Table is limited accordingly. Without the 4.99% limitation total shares owned after exercise of 100,000 warrants would be 3,050,000 or 8.5%.
|
|
(2)
|
Represents 1,108,859 shares of common stock, including 151,874 shares of common stock held by Mr. Lindsay’s wife. Includes options to purchase 720,000 shares of common stock exercisable at $0.40 per share which are exercisable within 60 days. Excludes options to purchase 480,000 shares of common stock which are not exercisable within 60 days.
|
(3)
|
Oliver Lindsay holds voting and dispositive power over shares held by Lindsay Capital Corp. Represents 1,756,494 shares of common stock and options to purchase 360,000 shares of the Company’s common stock exercisable at $0.40 per share and which are exercisable within 60 days. Excludes options to purchase 240,000 shares of common stock which are not exercisable within 60 days. Does not include 687,500 shares of Series A Preferred Stock , warrants to purchase 356,375 shares of common stock at $0.40 per share or warrants to purchase 700,000 shares of common stock at $0.35 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 number 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. Without the 4.99% limitation total shares owned after exercise of 687,500 shares of Series A Preferred Stock and 1,056,375 warrants would be 3,860,369 or 10.8%.
|
(4)
|
Kondrad Ackermann holds voting and dispositive power over shares held by Alpha Capital Anstalt . Excludes warrants to purchase 2,000,000 shares of the Company's common stock at $0. 35 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. Without the 4.99% limitation total shares owned after exercise of 2,000,000 warrants would be 4,000,000 or 11.4%.
|
|
(5)
|
Includes 2,643,507 shares of common stock held by Mr. Honig and 650,000 shares of Common Stock held by GRQ Consultants, Inc. 401k Plan (“GRQ 401k Plan”):
(a) Excludes: (i) 987,500 shares of common stock issuable upon the exercise of outstanding warrants;(ii) 800,000 shares of common stock issuable upon the conversion of Series B Preferred Stock; (iii) 788,461 shares of common stock held in UTMA accounts of Mr. Honig’s children, over which accounts Mr. Honig has no voting or dispositive power; and (iv) 125,000 shares of common stock issuable upon the exercise of outstanding warrants held in UTMA accounts of Mr. Honig’s children, over which accounts Mr. Honig has no voting or dispositive power. The Series B Preferred Stock and warrants may not be exercised and the holder may not receive shares of common stock within 60 days 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. The percentage of ownership is therefore limited accordingly.
(b) Excludes (i) 500,000 shares of common stock issuable upon conversion of Series A Preferred Stock held by GRQ 401k Plan (ii) 804,600 shares of common stock issuable upon conversion of Series B Preferred Stock held by GRQ 401k Plan; (iii) 1,304,600 shares of common stock issuable upon the exercise of outstanding warrants held by GRQ 401k Plan; (iv) 250,000 shares of common stock issuable upon conversion of Series A Preferred Stock held by GRQ Consultants, Inc. Defined Benefit Plan (“GRQ Defined Benefit Plan”) and (v) 125,000 shares of common stock issuable upon the exercise of outstanding warrants held by GRQ Defined Benefit Plan. The Series A Preferred Stock, Series B Preferred Stock and warrants may not be exercised and the holder may not receive shares of common stock within 60 days 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. The percentage of ownership is therefore limited accordingly. The shares of common stock owned by GRQ 401k Plan and GRQ Defined Benefit Plan are deemed to be indirectly owned and controlled by Barry Honig.
Without the 4.99% limitation total shares owned after exercise of 2,417,100 warrants, 750,000 Series A Preferred Stock and 1,604,600 Series B Preferred Stock would be 8,065,207 or 22.9%.
|
·
|
5,252,250 shares of common stock issued to certain investors in the private placement in September 2011;
|
|
·
|
3,875,000 shares of common stock issuable upon the conversion of Series A Preferred Stock issued to certain investors in the private placement in September 2011
|
|
·
|
4,563,625 shares of common stock issuable upon the exercise of outstanding warrants to the investors in the private placement in September 2011
|
|
·
|
5,376,000 shares of common stock issued to certain investors in the 2012 private placement;
|
|
·
|
2,004,600 shares of common stock issuable upon the conversion of Series B Preferred Stock issued to certain investors in the 2012 private placement
|
|
·
|
7,380,600 shares of common stock issuable upon the exercise of outstanding warrants to the investors in the 2012 private placement
|
Ownership Before Offering
|
Ownership After Offering (1)
|
|||||||||||
Selling Stockholder
|
Number of shares of common stock beneficially owned
|
Number of shares offered
|
Number of shares of common stock beneficially owned
|
Percentage of common stock beneficially owned
|
||||||||
Alan S. Honig C/F Cameron Honig UTMA/FL(2)
|
93,750
|
( 21 )
|
93,750
|
0
|
0.00%
|
|||||||
Alan S. Honig C/F Harrison Honig UTMA/FL(3)
|
93,750
|
( 22 )
|
93,750
|
0
|
0.00%
|
|||||||
Alan S. Honig C/F Jacob Honig UTMA/FL (4)
|
93,750
|
( 23 )
|
93,750
|
0
|
0.00%
|
|||||||
Alan S. Honig C/F Ryan Honig UTMA/FL (5)
|
93,750
|
( 24 )
|
93,750
|
0
|
0.00%
|
|||||||
Aneal Galbaransingh
|
37,500
|
( 25 )
|
37,500
|
0
|
0.00%
|
|||||||
Canary Capital Corp. (6)
|
37,500
|
( 26 )
|
37,500
|
0
|
0.00%
|
|||||||
Charlotte Faulkner
|
112,500
|
( 27 )
|
112,500
|
0
|
0.00%
|
|||||||
Copper Eagle ( 7 )
|
2,515,500
|
( 28 )
|
2,515,500
|
0
|
0.00%
|
|||||||
Darrell Herbert Ashley
|
93,750
|
( 29 )
|
93,750
|
0
|
0.00%
|
|||||||
Derrick Townsend
|
617,596
|
( 30 )
|
187,500
|
430,096
|
( 31 )
|
1.14 %
|
||||||
Edward Karr
|
562,500
|
( 32 )
|
562,500
|
0
|
0.00%
|
|||||||
Elizabeth Yung
|
37,500
|
( 33 )
|
37,500
|
0
|
0.00%
|
|||||||
Fidel Ricardo Montagu Thomas
|
150,000
|
( 34 )
|
150,000
|
0
|
0.00%
|
|||||||
GF Consulting Corp. ( 8 )
|
150,000
|
( 35 )
|
150,000
|
0
|
0.00%
|
|||||||
Glynn Fisher
|
948,844
|
( 36 )
|
575,000
|
373,844
|
( 37 )
|
1.00 %
|
||||||
Holmes Revocable Trust ( 9 )
|
742,500
|
( 38 )
|
562,500
|
180,000
|
( 39 )
|
*
|
||||||
Jody S.W. Cheung
|
56,250
|
( 40 )
|
56,250
|
0
|
0.00%
|
|||||||
John P. O'Shea, Roth IRA PFSI Custodian
|
562,500
|
( 41 )
|
562,500
|
0
|
0.00%
|
|||||||
John Wood
|
127,769
|
( 42 )
|
75,000
|
52,769
|
( 43 )
|
*
|
||||||
John & Kim Wood
|
75,000
|
( 44 )
|
75,000
|
0
|
0.00%
|
John-David A. Belfontaine
|
187,500
|
( 45 )
|
187,500
|
0
|
0.00%
|
|||||||
Jonathan Awde
|
187,500
|
( 46 )
|
187,500
|
0
|
0.00%
|
|||||||
Justin Mabanta
|
225,000
|
( 47 )
|
225,000
|
0
|
0.00%
|
|||||||
Lindsay Capital Corp. ( 10 )
|
3,860,369
|
( 48 )
|
2,469,125
|
1,391,244
|
( 49 )
|
3.70 %
|
||||||
Lonnie Ogulnick
|
112,500
|
( 50 )
|
112,500
|
0
|
0.00%
|
|||||||
Loyang International, Inc. (1 1 )
|
112,500
|
( 51 )
|
112,500
|
0
|
0.00%
|
|||||||
Matchpoint International Limited (1 2 )
|
1,713,462
|
( 52 )
|
375,000
|
1,338,462
|
( 53 )
|
3.59 %
|
||||||
Michael Berry
|
93,750
|
( 54 )
|
93,750
|
0
|
0.00%
|
|||||||
Michelle Taylor
|
150,000
|
( 55 )
|
150,000
|
0
|
0.00%
|
|||||||
Monjie Llorente
|
18,750
|
( 56 )
|
18,750
|
0
|
0.00%
|
|||||||
Richard Gostanian
|
375,000
|
( 57 )
|
375,000
|
0
|
0.00%
|
|||||||
Sandor Capital Master Fund, L.P. (1 3 )
|
3,236,135
|
( 58 )
|
2,675,000
|
561,135
|
( 59 )
|
1.51 %
|
||||||
The Beling Family Trust (1 4 )
|
3,050,000
|
( 60 )
|
300,000
|
2,750,000
|
( 61 )
|
7.23 %
|
||||||
Trace Adams
|
37,500
|
( 62 )
|
37,500
|
0
|
0.00%
|
|||||||
Xeitel Capital Management Inc. (1 5 )
|
425,000
|
( 63 )
|
425,000
|
0
|
0.00%
|
|||||||
Barry Honig
|
2,974,511
|
( 64 )
|
2,162,500
|
812,011
|
( 65 )
|
2.18 %
|
||||||
Frost Gamma Investments Trust (1 6 )
|
2,505,278
|
( 66 )
|
2,343,750
|
161,528
|
( 67 )
|
*
|
||||||
GRQ Consultants, Inc. Defined Benefit Plan (1 7 )
|
375,000
|
( 68 )
|
375,000
|
0
|
0.00%
|
|||||||
GRQ Consultants, Inc. 401K (1 7 )
|
3,159,200
|
( 69 )
|
3,109,200
|
50,000
|
( 70 )
|
*
|
||||||
Sichenzia Ross Friedman Ference LLP (18)
|
552,000
|
(71)
|
552,000
|
0
|
0.00%
|
|||||||
Christopher Crupi
|
800,000
|
(72)
|
800,000
|
0
|
0.00%
|
|||||||
Alpha Capital Anstalt (19)
|
4,000,000
|
(73)
|
4,000,000
|
0
|
0.00%
|
|||||||
Iroquois Master Fund Ltd (20)
|
1,200,000
|
(74)
|
1,200,000
|
0
|
0.00%
|
(1)
|
Represents the amount of shares that will be held by the selling stockholders after completion of this offering based on the assumptions that (a) all shares registered for sale by the registration statement of which this prospectus is part will be sold and (b) that no other shares of our common stock beneficially owned by the selling stockholders are acquired or are sold prior to completion of this offering by the selling stockholders.
|
|
(2)
|
Alan Honig, as custodian, has voting and dispositive power over shares held by Alan S. Honig C/F Cameron Honig UTMA/FL.
|
|
(3)
|
Alan Honig, as custodian, has voting and dispositive power over shares held by Alan S. Honig C/F Harrison Honig UTMA/FL.
|
|
(4)
|
Alan Honig, as custodian, has voting and dispositive power over shares held by Alan S. Honig C/F Jacob Honig UTMA/FL.
|
|
(5)
|
Alan Honig, as custodian, has voting and dispositive power over shares held by Alan S. Honig C/F Ryan Honig UTMA/FL.
|
|
(6)
|
Kyle Johnson has voting and dispositive power over shares held by Canary Capital Corp.
|
|
(7)
|
Meyvis Sanchez has voting and dispositive power over shares held by Copper Eagle.
|
|
( 8 )
|
Gary Freeman holds voting and dispositive power over shares held by GF Consulting Corp.
|
|
( 9 )
|
Gordon Holmes has voting and dispositive power over shares held by Holmes Revocable Trust.
|
|
( 10 )
|
Oliver Lindsay has voting and dispositive power over shares held by Lindsay Capital Corp.
|
|
( 11 )
|
Yodalis Morillo holds voting and dispositive power over shares held by Loyang International, Inc.
|
( 12 )
|
Kent Limited holds voting and dispositive power over shares held by Matchpoint International, Inc.
|
|
( 13 )
|
John Lemak has voting and dispositive power over shares held by Sandor Capital Master Fund LP
|
|
( 14 )
|
David Beling has voting an dispositive power over shares held by The Beling Family Trust.
|
|
( 15 )
|
David Sidders holds voting and dispositive power over shares held by Xeitel Capital Management, Inc.
|
|
( 16 )
|
Dr. Philip Frost has voting and dispositive power over shares held by Frost Gamma Investments Trust
|
|
( 17 )
|
Barry Honig has voting and dispositive power over shares held by GRQ Consultants, Inc. Defined Benefit Plan and shares held by GRQ Consultants, Inc. 401(k)
|
|
(18)
|
Gregory Sichenzia, Marc J. Ross, Richard A. Friedman, Michael Ference, Thomas A. Rose, Jeffrey Fessler, Harvey Kesner, Benjamin Tan, Andrea Cataneo and Darrin M. Ocasio have shared voting and dispositive power over the shares of common stock held by Sichenzia Ross Friedman Ference LLP.
|
|
(19)
|
Kondrad Ackermann has voting and dispositive power over shares held by Alpha Capital Anstalt
|
|
(20)
|
Iroquois Capital Management LLC (“Iroquois Capital”) is the investment manager of Iroquois Master Fund Ltd. (“IMF”). Consequently, Iroquois Capital has voting control and investment discretion over securities held by IMF. As managing members of Iroquois Capital, Joshua Silverman and Richard Abbe make voting and investment decisions on behalf of Iroquois Capital in its capacity as investment manager to IMF. As a result of the foregoing, Mr. Silverman and Mr. Abbe may be deemed to have beneficial ownership (as determined under Section 13(d) of the Securities Exchange of 1934, as amended) of these securities held by IMF. Notwithstanding the foregoing, Mr. Silverman and Mr. Abbe disclaim such beneficial ownership.
|
|
( 21 )
|
Includes 62,500 shares of common stock and 31,250 shares of common stock issuable upon the exercise of an outstanding warrant.
|
|
( 22 )
|
Includes 62,500 shares of common stock and 31,250 shares of common stock issuable upon the exercise of an outstanding warrant.
|
|
( 23 )
|
Includes 62,500 shares of common stock and 31,250 shares of common stock issuable upon the exercise of an outstanding warrant.
|
|
( 24 )
|
Includes 62,500 shares of common stock and 31,250 shares of common stock issuable upon the exercise of an outstanding warrant.
|
|
( 25 )
|
Includes 25,000 shares of common stock and 12,500 shares of common stock issuable upon the exercise of an outstanding warrant.
|
|
(2 6 )
|
Includes 25,000 shares of common stock and 12,500 shares of common stock issuable upon the exercise of an outstanding warrant.
|
|
(2 7 )
|
Includes 75,000 shares of common stock and 37,500 shares of common stock issuable upon the exercise of an outstanding warrant.
|
|
(2 8 )
|
Includes 1,2 77,000 shares of common stock and 1,2 38,500 shares of common stock issuable upon the exercise of an outstanding warrant.
|
|
(2 9 )
|
Includes 62,500 shares of common stock and 31,250 shares of common stock issuable upon the exercise of an outstanding warrant.
|
|
( 30 )
|
Includes 125,000 shares of common stock which are being offered for resale hereunder and 62,500 shares of common stock issuable upon the exercise of an outstanding warrant. Also includes 70,096 shares of common stock not being offered for resale hereunder, and options to purchase 360,000 shares of common stock which are exercisable within 60 days. Excludes options to purchase 240,000 shares of common stock which are not exercisable within 60 days.
|
|
( 31 )
|
Includes 70,096 shares of common stock and options to purchase 360,000 shares of common stock, which are exercisable within 60 days. Excludes options to purchase 240,000 shares of common stock which are not exercisable within 60 days.
|
|
( 32 )
|
Includes 375,000 shares of common stock and 187,500 shares of common stock issuable upon the exercise of an outstanding warrant.
|
|
( 33 )
|
Includes 25,000 shares of common stock and 12,500 shares of common stock issuable upon the exercise of an outstanding warrant.
|
|
(3 4 )
|
Includes 100,000 shares of common stock and 50,000 shares of common stock issuable upon the exercise of an outstanding warrant.
|
|
(3 5 )
|
Includes 150,000 shares of common stock, of which 100,000 share are being offered for resale hereunder and 50,000 shares of common stock issuable upon the exercise of an outstanding warrant.
|
|
(3 6 )
|
. Includes 350,000 shares which are being offered for resale hereunder and 225,000 shares of common stock issuable upon the exercise of an outstanding warrant. Also includes 373,844 shares of common stock not being offered for resale hereunder.
|
|
(3 7 )
|
Includes 373,844 shares of common stock.
|
|
(3 8 )
|
Includes 375,000 shares which are being offered for resale hereunder and 187,500 shares of common stock issuable upon the exercise of an outstanding warrant. Also includes 180,000 shares of common stock not being offered for resale hereunder.
|
(3 9 )
|
Includes 180,000 shares of common stock.
|
|
( 40 )
|
Includes 37,500 shares of common stock and 18,750 shares of common stock issuable upon the exercise of an outstanding warrant.
|
|
( 41 )
|
Includes 375,000 shares of common stock and 187,500 shares of common stock issuable upon the exercise of an outstanding warrant.
|
|
( 42 )
|
Includes 50,000 shares of common stock which are being offered for resale hereunder and 25,000 shares of common stock issuable upon the exercise of an outstanding warrant. Also includes 22,769 shares of common stock not being offered for resale hereunder, and options to purchase 30,000 shares of common stock which are exercisable within 60 days. Excludes options to purchase 20,000 shares of common stock which are not exercisable within 60 days.
|
|
(43)
|
Includes 22,769 shares of common stock and options to purchase 30,000 shares of common stock, which are exercisable within 60 days. Excludes options to purchase 20,000 shares of common stock which are not exercisable within 60 days.
|
|
( 44 )
|
Includes 50,000 shares of common stock and 25,000 shares of common stock issuable upon the exercise of an outstanding warrant.
|
(4 5 )
|
Includes 125,000 shares of common stock and 62,500 shares of common stock issuable upon the exercise of an outstanding warrant.
|
|
(4 6 )
|
Includes 125,000 shares of common stock and 62,500 shares of common stock issuable upon the exercise of an outstanding warrant.
|
|
(4 7 )
|
Includes 150,000 shares of common stock and 75,000 shares of common stock issuable upon the exercise of an outstanding warrant.
|
|
(4 8 )
|
Includes 7 25,250 shares of common stock which are being offered for resale hereunder, 1,056,375 shares of common stock issuable upon the exercise of an outstanding warrant, which are being offered for resale hereunder and 687,500 shares of common stock issuable upon the conversion of Series A Preferred Stock which are being offered for resale hereunder. Also includes 1,031,244 shares of common stock not being offered for resale hereunder, and options to purchase 360,000 shares of common stock which are exercisable within 60 days but which are not being offered for resale hereunder. Excludes options to purchase 240,000 shares of common stock which are not exercisable within 60 days.
|
|
(4 9 )
|
Includes 1,031,244 shares of common stock. Also includes options to purchase 360,000 shares of common stock which are exercisable within 60 days but which are not being offered for resale hereunder. Excludes options to purchase 240,000 shares of common stock which are not exercisable within 60 days.
|
|
( 50 )
|
Includes 75,000 shares of common stock which are being offered for resale hereunder and 37,500 shares of common stock issuable upon the exercise of an outstanding warrant.
|
|
( 51 )
|
Includes 75,000 shares of common stock and 37,500 shares of common stock issuable upon the exercise of an outstanding warrant.
|
|
( 52 )
|
Includes 250,000 shares of common stock which are being offered for resale hereunder and 125,000 shares of common stock issuable upon the exercise of an outstanding warrant. Also includes 1,338,462 shares of common stock not being offered for resale hereunder
|
|
(53)
|
Includes 1,338,462 shares of common stock.
|
|
( 54 )
|
Includes 62,500 shares of common stock and 31,250 shares of common stock issuable upon the exercise of an outstanding warrant.
|
|
(5 5 )
|
Includes 100,000 shares of common stock and 50,000 shares of common stock issuable upon the exercise of an outstanding warrant.
|
|
(5 6 )
|
Includes 12,500 shares of common stock and 6,250 shares of common stock issuable upon the exercise of an outstanding warrant.
|
|
(5 7 )
|
Includes 250,000 shares of common stock and 125,000 shares of common stock issuable upon the exercise of an outstanding warrant.
|
|
(5 8 )
|
Includes 1,250,000 shares of common stock which are being offered for resale hereunder and 1,025,000 shares of common stock issuable upon the exercise of an outstanding warrant and 400,000 shares of common stock issuable upon the conversion of Series B Preferred Stock which are being offered for resale hereunder. Also includes 561,135 shares of common stock not being offered for resale hereunder.
|
|
(5 9 )
|
Includes 561,135 shares of common stock.
|
|
( 60 )
|
Includes 200,000 shares of common stock which are being offered for resale hereunder and 100,000 shares of common stock issuable upon the exercise of an outstanding warrant. Also includes 2,000,000 shares of common stock not being offered for resale hereunder, and option to purchase 750,000 shares of common stock, which are exercisable within 60 days and excludes options to purchase 500,000 of common stock which are not exercisable within 60 days.
|
|
( 61 )
|
Includes 2,000,000 shares of common stock and options to purchase 750,000 shares of common stock which are exercisable within 60 days.
|
( 62 )
|
Includes 25,000 shares of common stock and 12,500 shares of common stock issuable upon the exercise of an outstanding warrant.
|
|
( 63 )
|
Includes 2 50,000 shares of common stock and 1 75,000 shares of common stock issuable upon the exercise of an outstanding warrant.
|
|
( 64 )
|
Includes 987,500 shares of common stock issuable upon the exercise of an outstanding warrant and 800,000 shares of common stock issuable upon the conversion of Series B Preferred Stock which are being offered for resale hereunder. Also includes 100,472 shares of common stock not being offered for resale hereunder and an additional 1,086,539 shares of Series A Preferred Stock which have been converted into common stock which are not being offered for resale hereunder.
|
|
(6 5 )
|
Includes 100,472 shares of common stock and an additional 711,539 shares of Series A Preferred Stock which have been converted into common stock.
|
|
(6 6 )
|
Includes 781,250 shares of common stock issuable upon the exercise of an outstanding warrant and 1,562,500 shares of common stock issuable upon conversion of Series A Preferred Stock. Also includes 161,528 shares of common stock not being offered for resale hereunder.
|
|
(6 7 )
|
Includes 161,528 shares of common stock.
|
(6 8 )
|
Includes 125,000 shares of common stock issuable upon the exercise of an outstanding warrant and 250,000 shares of common stock issuable upon conversion of Series A Preferred Stock.
|
|
(6 9 )
|
Includes 1,304,600 shares of common stock issuable upon the exercise of an outstanding warrant and 1,304,600 shares of common stock issuable upon conversion of Series A Preferred Stock and an additional 500,000 shares of Series A Preferred Stock which have been converted into common stock. . Also includes 50,000 shares of common stock not being offered for resale hereunder.
|
|
( 70 )
|
Includes 50,000 shares of common stock.
|
|
(71)
|
Includes 276,000 shares of common stock and 276,000 shares of common stock issuable upon the exercise of an outstanding warrant.
|
|
(72)
|
Includes 400,000 shares of common stock and 400,000 shares of common stock issuable upon the exercise of an outstanding warrant.
|
|
(73)
|
Includes 2,000,000 shares of common stock and 2,000,000 shares of common stock issuable upon the exercise of an outstanding warrant.
|
|
(74)
|
Includes 600,000 shares of common stock and 600,000 shares of common stock issuable upon the exercise of an outstanding warrant.
|
·
|
37,266,385 shares of common stock;
|
|
·
|
3,000,000 shares of Series A Preferred Stock;
|
|
·
|
2,004,600 shares of Series B Preferred Stock;
|
|
·
|
Warrants to purchase 19,124,225 shares of common stock
|
|
·
|
Options to purchase 4,060,000 shares of common stock
|
Date Installment Becomes Exercisable
|
December 19, 2011
|
March 31, 2012
|
September 30, 2012
|
March 31, 2013
|
September 30, 2013
|
●
|
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.
|
·
|
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
|
·
|
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;
|
·
|
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
|
·
|
an exchange distribution in accordance with the rules of the applicable exchange;
|
·
|
privately negotiated transactions;
|
·
|
settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;
|
·
|
broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;
|
·
|
through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
|
·
|
a combination of any such methods of sale; or
|
·
|
any other method permitted pursuant to applicable law.
|
Report of Independent Registered Public Accounting Firm
|
F-2
|
Consolidated Balance Sheets For the Period Ending December 31, 2011 and 2010
|
F-3
|
Consolidated Statements of Operations For the Year Ended December 31, 2011, the Period from January 12, 2010 (Inception) through December 31, 2010, and the Period from January 12, 2010 (Inception) through December 31, 2011
|
F-4
|
Consolidated Statement of Stockholders’ Equity (Deficit) For the Period from January 12, 2010 (inception) through December 31, 2011
|
F-5
|
Consolidated Statements of Cash Flows For the Year Ended December 31, 2011, the Period from January 12, 2010 (Inception) through December 31, 2010, and the Period from January 12, 2010 (Inception) through December 31, 2011
|
F-6
|
Notes to Consolidated Financial Statements
|
F-7
|
Consolidated Balance Sheets For the Period Ending September 30, 2012 and December 31, 2011
|
F-15
|
Consolidated Statements of Operations For the Three Months Ended September 30, 2012 and 2011, the Nine Months Ended September 30, 2012 and 2011 and the Cumulative Period from January 12, 2010 (Inception) through September 30, 2012
|
F-16
|
Consolidated Statements of Cash Flows For the Nine Months Ended September 30, 2012 and 2011, and the Period from January 12, 2010 (Inception) through September 30, 2012
|
F-18
|
Notes to Consolidated Financial Statements
|
F-19
|
December 31, 2011 and 2010
|
||||||||
Assets
|
12/31/11
|
12/31/10
|
||||||
Current assets
|
||||||||
Cash and cash equivalents
|
$
|
1,815,055
|
$
|
-
|
||||
Cash in trust account
|
-
|
2,521
|
||||||
Deposits
|
151,125
|
-
|
||||||
Prepaid expenses
|
46,619
|
-
|
||||||
Total current assets
|
2,012,799
|
2,521
|
||||||
Other assets
|
||||||||
Mineral properties
|
800,700
|
100,300
|
||||||
Total assets
|
$
|
2,813,499
|
$
|
102,821
|
||||
Liabilities and Stockholders' Equity (Deficit)
|
||||||||
Current liabilities
|
||||||||
Accounts payable
|
$
|
61,294
|
$
|
190
|
||||
Other liabilities
|
10,661
|
-
|
||||||
Accrued interest
|
-
|
9,558
|
||||||
Notes payable
|
-
|
130,800
|
||||||
Total current liabilities
|
71,955
|
140,548
|
||||||
Warrant liability
|
2,361,925
|
-
|
||||||
Total liabilities
|
2,433,880
|
140,548
|
||||||
Stockholders' equity (deficit)
|
||||||||
Preferred stock, 50,000,000 shares authorized, $.0001 par value
Series A 4,586,539 issued and none issued and outstanding as of 12/31/11 and 12/31/10, respectively |
459
|
-
|
||||||
Common stock, 200,000,000 shares authorized, $ .0001 par value; 29,897,846 shares and 8,678,523 shares issued and outstanding as of 12/31/11 and 12/31/10, respectively
|
2,990
|
868
|
||||||
Additional paid in capital
|
3,208,096
|
1,953
|
||||||
Deficit accumulated during the exploration stage
|
(2,831,926
|
)
|
(40,548
|
)
|
||||
Total stockholders' equity (deficit)
|
379,619
|
(37,727
|
)
|
|||||
Total liabilities and stockholders' equity (deficit)
|
$
|
2,813,499
|
$
|
102,821
|
For the Year Ended December 31, 2011, the Period from January 12, 2010 (Inception) through December 31, 2010, and the Period
|
||||||||||||
from January 12, 2010 (Inception) through December 31, 2011
|
||||||||||||
Inception
|
Inception
|
|||||||||||
Year
|
(January 12, 2010)
|
(January 12, 2010)
|
||||||||||
Ended
|
through
|
through
|
||||||||||
12/31/11
|
12/31/10
|
12/31/11
|
||||||||||
Revenue
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
Operating expenses
|
||||||||||||
General and administrative
|
608,750
|
19,130
|
627,880
|
|||||||||
Exploration costs
|
127,336
|
11,060
|
138,396
|
|||||||||
Marketing
|
374,853
|
-
|
374,853
|
|||||||||
Total operating expenses
|
1,110,939
|
30,190
|
1,141,129
|
|||||||||
Net operating loss
|
(1,110,939
|
)
|
(30,190
|
)
|
(1,141,129
|
)
|
||||||
Gain on forgiveness of debt
|
28,499
|
-
|
28,499
|
|||||||||
Interest expense
|
(18,941
|
)
|
(10,358
|
)
|
(29,299
|
)
|
||||||
Revaluation of warrant liability
|
(1,689,997
|
)
|
-
|
(1,689,997
|
)
|
|||||||
Net loss
|
$
|
(2,791,378
|
)
|
$
|
(40,548
|
)
|
$
|
(2,831,926
|
)
|
|||
Weighted average common shares outstanding – basic and diluted
|
14,641,678
|
6,089,374
|
||||||||||
Loss per common share – basic and diluted
|
$
|
(0.19
|
)
|
$
|
(0.01
|
)
|
For the Period from January 12, 2010 (inception) through December 31, 2011
|
||||||||||||||||||||||||||||
Deficit
|
||||||||||||||||||||||||||||
Preferred
|
Common
|
Accumulated
|
||||||||||||||||||||||||||
Stock
|
Stock
|
Additional
|
During the
|
Total
|
||||||||||||||||||||||||
Shares
|
Preferred
|
Shares
|
Common
|
Paid In
|
Exploration
|
Stockholders'
|
||||||||||||||||||||||
Issued
|
Stock
|
Issued
|
Stock
|
Capital
|
Stage
|
Equity (Deficit)
|
||||||||||||||||||||||
Balance, January 12, 2010 (Inception)
|
-
|
$
|
-
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||||||||||
Acquisition of mineral property, January 2010
|
923,077
|
92
|
208
|
-
|
300
|
|||||||||||||||||||||||
Issuance of Common stock for cash, March 2010
|
5,538,461
|
554
|
1,246
|
-
|
1,800
|
|||||||||||||||||||||||
Issuance of Common stock for cash, July 2010
|
1,538,462
|
154
|
346
|
-
|
500
|
|||||||||||||||||||||||
Issuance of Common stock for cash, August 2010
|
678,523
|
68
|
153
|
-
|
221
|
|||||||||||||||||||||||
Net loss for the period January 12, 2010 (Inception) through December 31, 2010
|
-
|
-
|
-
|
-
|
(40,548
|
)
|
(40,548
|
)
|
||||||||||||||||||||
Balance, December 31, 2010
|
-
|
-
|
8,678,523
|
868
|
1,953
|
(40,548
|
)
|
(37,727
|
)
|
|||||||||||||||||||
Issuance of Common stock for cash, July and August 2011
|
1,678,612
|
168
|
377
|
545
|
||||||||||||||||||||||||
Issuance of Common stock for mineral claim purchase option, August 2011
|
4,000,000
|
400
|
-
|
400
|
||||||||||||||||||||||||
Effect of reverse merger recapitalization, September 30, 2011
|
711,539
|
71
|
10,288,461
|
1,029
|
(215,846
|
)
|
(214,746
|
)
|
||||||||||||||||||||
Issuance of stock and warrants in private placement, September 2011
|
3,875,000
|
388
|
5,252,250
|
525
|
2,978,059
|
2,978,972
|
||||||||||||||||||||||
Additional shareholder contribution, October 2011
|
51,364
|
51,364
|
||||||||||||||||||||||||||
Stock-based compensation
|
392,189
|
392,189
|
||||||||||||||||||||||||||
Net loss for the year ended December 31, 2011
|
(2,791,378
|
)
|
(2,791,378
|
)
|
||||||||||||||||||||||||
Balance, December 31, 2011
|
4,586,539
|
$
|
459
|
29,897,846
|
$
|
2,990
|
$
|
3,208,096
|
$
|
(2,831,926
|
)
|
$
|
379,619
|
For the Year Ended December 31, 2011, the Period from January 12, 2010 (Inception) through December 31, 2010, and the Period
|
||||||||||||
from January 12, 2010 (Inception) through December 31, 2011
|
||||||||||||
Inception
|
Inception
|
|||||||||||
Year
|
(January 12, 2010)
|
(January 12, 2010)
|
||||||||||
Ended
|
through
|
through
|
||||||||||
12/31/11
|
12/31/10
|
12/31/11
|
||||||||||
Cash flows from operating activities
|
||||||||||||
Net loss
|
$
|
(2,791,378
|
)
|
$
|
(40,548
|
)
|
$
|
(2,831,926
|
)
|
|||
Adjustments to reconcile net loss to net cash used in operating activities
|
||||||||||||
Gain on forgiveness of debt
|
(28,499
|
)
|
-
|
(28,499
|
)
|
|||||||
Revaluation of warrant liability
|
1,689,997
|
-
|
1,689,997
|
|||||||||
Stock-based compensation
|
392,189
|
-
|
392,189
|
|||||||||
Change in operating assets and liabilities:
|
||||||||||||
Cash in trust account
|
2,521
|
(2,521
|
)
|
-
|
||||||||
Receivable from pre-merger Bullfrog
|
48,637
|
-
|
48,637
|
|||||||||
Deposits
|
(99,761
|
)
|
-
|
(99,761
|
)
|
|||||||
Prepaid expenses
|
(46,619
|
)
|
-
|
(46,619
|
)
|
|||||||
Accounts payable
|
61,104
|
190
|
61,294
|
|||||||||
Other liabilities
|
(2,722
|
)
|
-
|
(2,722
|
)
|
|||||||
Accrued interest
|
18,941
|
9,558
|
28,499
|
|||||||||
Net cash used in operating activities
|
(755,590
|
)
|
(33,321
|
)
|
(788,911
|
)
|
||||||
Cash flows from investing activity
|
||||||||||||
Acquisition of property
|
(150,000
|
)
|
-
|
(150,000
|
)
|
|||||||
Net cash used in investing activity
|
(150,000
|
)
|
-
|
(150,000
|
)
|
|||||||
Cash flows from financing activities
|
||||||||||||
Proceeds from sales of common stock
|
545
|
2,521
|
3,066
|
|||||||||
Proceeds from private placement of common stock, preferred stock and warrants
|
2,710,000
|
-
|
2,710,000
|
|||||||||
Proceeds from notes payable
|
10,100
|
60,800
|
70,900
|
|||||||||
Repayment of notes payable
|
-
|
(30,000
|
)
|
(30,000
|
)
|
|||||||
Net cash provided by financing activities
|
2,720,645
|
33,321
|
2,753,966
|
|||||||||
Net increase in cash and cash equivalents
|
1,815,055
|
-
|
1,815,055
|
|||||||||
Cash and cash equivalents, beginning of period
|
-
|
-
|
-
|
|||||||||
Cash and cash equivalents, end of period
|
$
|
1,815,055
|
$
|
-
|
$
|
1,815,055
|
||||||
Noncash investing and financing activities
|
||||||||||||
Issuance of common stock for acquisition of mineral property
|
$
|
400
|
$
|
300
|
$
|
700
|
||||||
Issuance of note payable for acquisition of mineral property
|
$
|
550,000
|
$
|
100,000
|
$
|
650,000
|
||||||
Issuance of note payable for receivable from pre-merger Bullfrog
|
$
|
250,000
|
$
|
-
|
$
|
250,000
|
||||||
Conversion of notes payable to common stock, preferred stock and warrants in private placement
|
$
|
940,900
|
$
|
-
|
$
|
940,900
|
||||||
Contribution of deposits by shareholder
|
$
|
51,364
|
$
|
-
|
$
|
51,364
|
·
|
Level 1
–
Valuation based on quoted market prices in active markets for identical assets and liabilities.
|
|
·
|
Level 2
–
Valuation based on quoted market prices for similar assets and liabilities in active markets.
|
|
·
|
Level 3
–
Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value.
|
(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.
|
Date Installment Becomes Exercisable
|
December 19, 2011
|
March 31, 2012
|
September 30, 2012
|
March 31, 2013
|
September 30, 2013
|
Recipient
|
Options
|
Strike Price
|
Term
|
|
Officer
|
1,250,000
|
$0.40
|
10 years
|
(1)
|
Officer
|
200,000
|
$0.40
|
10 years
|
|
Consultant
|
50,000
|
$0.40
|
10 years
|
|
Consultant
|
160,000
|
$0.40
|
10 years
|
|
Consultant
|
600,000
|
$0.40
|
10 years
|
|
Consultant
|
600,000
|
$0.40
|
10 years
|
|
Director
|
1,200,000
|
$0.40
|
10 years
|
(2)
|
TOTAL
|
4,060,000
|
(1) Issued to David Beling, the Company's Chief Executive Officer and President.
|
(2) Issued to Alan Lindsay, the Company's Chairman of the Board of Directors.
|
Options
|
Exercise Price
|
Volatility
|
Risk Free Interest Rate
|
Fair Value
|
||||||||||||||
4,060,000
|
$
|
0.40
|
78.5
|
%
|
1.74
|
%
|
$
|
1,812,203
|
Number of Options
|
Weighted Average Exercise Price
|
Weighted Average Remaining Contractual Life (Years)
|
Aggregate
Intrinsic
Value
|
|||||||||||||
Balance at December 31, 2010
|
-
|
$
|
-
|
-
|
||||||||||||
Granted
|
4,060,000
|
0.40
|
9.75
|
|||||||||||||
Exercised
|
-
|
-
|
-
|
|||||||||||||
Forfeited
|
-
|
-
|
-
|
|||||||||||||
Cancelled
|
-
|
-
|
-
|
|||||||||||||
Balance at December 31, 2011
|
4,060,000
|
$
|
0.40
|
9.75
|
$
|
2,233,000
|
||||||||||
Options exercisable at December 31, 2011
|
812,000
|
$
|
0.40
|
9.75
|
$
|
446,600
|
||||||||||
Options expected to vest
|
4,060,000
|
|||||||||||||||
Weighted average fair value of options granted during the period
|
$
|
0.45
|
Warrant Liability Amount
|
||||
Beginning balance
|
$
|
--
|
||
Issuance of derivative warrants in private placement
|
671,928
|
|||
Exercise or expiration
|
--
|
|||
Change in fair value of warrant liability
|
1,689,997
|
|||
Ending balance at December 31, 2011
|
$
|
2,361,925
|
Inception
|
December 31, 2011
|
|
Fair market value of common stock
|
$0.60
|
$0.95
|
Exercise price
|
$0.60
|
$0.60
|
Term (1)
|
3 Years
|
2.75 Years
|
Volatility range (2)
|
68.5%
|
63.9%
|
Risk-free rate (3)
|
0.50%
|
0.50%
|
2011
|
2010
|
||
Federal statutory income tax rate
|
(35.0%)
|
(35.0%)
|
|
Increase in valuation allowance
|
35.0%
|
35.0%
|
|
Net income tax provision (benefit)
|
-
|
-
|
2011
|
2010
|
|||||||
Deferred tax assets:
|
||||||||
Federal net operating loss carryovers
|
$
|
199,485
|
$
|
14,192
|
||||
Mineral property
|
12,969
|
-
|
||||||
Warrant liability
|
591,499
|
-
|
||||||
Stock compensation
|
137,266
|
-
|
||||||
Reorganization costs
|
49,886
|
-
|
||||||
Deferred tax asset
|
$
|
991,105
|
$
|
14,192
|
||||
Deferred tax liabilities:
|
||||||||
Total deferred liabilities
|
-
|
-
|
||||||
Net deferred tax asset
|
991,105
|
14,192
|
||||||
Less: valuation allowance
|
(991,105
|
)
|
(14,192
|
)
|
||||
Deferred tax asset
|
$
|
-
|
$
|
-
|
BULLFROG GOLD CORP.
|
||||||||
(An Exploration Stage Company)
|
||||||||
|
||||||||
CONSOLIDATED BALANCE SHEETS
|
||||||||
September 30, 2012 and December 31, 2011
|
||||||||
|
||||||||
Assets
|
9/30/12
|
12/31/11
|
||||||
|
|
|
||||||
Current assets
|
|
|
||||||
Cash and cash equivalents
|
$ | 29,005 | $ | 1,815,055 | ||||
Deposits
|
10,875 | 151,125 | ||||||
Prepaid expenses
|
24,026 | 46,619 | ||||||
Total current assets
|
63,906 | 2,012,799 | ||||||
|
||||||||
Other assets
|
||||||||
Mineral properties
|
975,700 | 800,700 | ||||||
|
||||||||
Total assets
|
$ | 1,039,606 | $ | 2,813,499 | ||||
|
||||||||
Liabilities and Stockholders' Equity
|
||||||||
|
||||||||
Current liabilities
|
||||||||
Accounts payable
|
$ | 56,170 | $ | 61,294 | ||||
Other liabilities
|
10,084 | 10,661 | ||||||
Notes payable
|
200,000 | - | ||||||
Total current liabilities
|
266,254 | 71,955 | ||||||
|
||||||||
Warrant liability
|
151,450 | 2,361,925 | ||||||
|
||||||||
Total liabilities
|
417,704 | 2,433,880 | ||||||
|
||||||||
Stockholders' equity
|
||||||||
Preferred stock, 50,000,000 shares authorized, $.0001 par value
|
||||||||
Series A 4,586,539 issued and outstanding as of 9/30/12 and 12/31/11, respectively
|
459 | 459 | ||||||
Common stock, 200,000,000 shares authorized, $ .0001 par value; 30,153,846 shares
|
||||||||
and 29,897,846 shares issued and outstanding as of 9/30/12 and 12/31/11, respectively
|
3,015 | 2,990 | ||||||
Additional paid in capital
|
4,055,452 | 3,208,096 | ||||||
Deficit accumulated during the exploration stage
|
(3,437,024 | ) | (2,831,926 | ) | ||||
|
||||||||
Total stockholders' equity
|
621,902 | 379,619 | ||||||
|
||||||||
Total liabilities and stockholders' equity
|
$ | 1,039,606 | $ | 2,813,499 |
BULLFROG GOLD CORP.
|
||||||||||||||||||||
(An Exploration Stage Company)
|
||||||||||||||||||||
|
||||||||||||||||||||
CONSOLIDATED STATEMENTS OF OPERATIONS
|
||||||||||||||||||||
For the Three Months Ended September 30, 2012 and 2011, the Nine Months Ended September 30, 2012 and 2011
|
||||||||||||||||||||
and the Cumulative Period from January 12, 2010 (Inception) through September 30, 2012
|
||||||||||||||||||||
|
||||||||||||||||||||
|
|
|
|
|
Inception
|
|||||||||||||||
|
|
|
|
|
(January 12, 2010)
|
|||||||||||||||
|
Three Months Ended
|
Nine Months Ended
|
through
|
|||||||||||||||||
|
9/30/12
|
9/30/11
|
9/30/12
|
9/30/11
|
9/30/12
|
|||||||||||||||
|
|
|
|
|
|
|||||||||||||||
Revenue
|
$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
|
||||||||||||||||||||
Operating expenses
|
||||||||||||||||||||
General and administrative
|
228,910 | 162,517 | 769,022 | 188,278 | 1,396,902 | |||||||||||||||
Exploration costs
|
132,624 | - | 993,136 | - | 1,131,532 | |||||||||||||||
Marketing
|
215,510 | 23,464 | 1,053,415 | 23,464 | 1,428,268 | |||||||||||||||
|
||||||||||||||||||||
Total operating expenses
|
577,044 | 185,981 | 2,815,573 | 211,742 | 3,956,702 | |||||||||||||||
|
||||||||||||||||||||
Net operating loss
|
(577,044 | ) | (185,981 | ) | (2,815,573 | ) | (211,742 | ) | (3,956,702 | ) | ||||||||||
|
||||||||||||||||||||
Gain on forgiveness of debt
|
- | 28,499 | - | 28,499 | 28,499 | |||||||||||||||
Interest expense
|
- | (6,539 | ) | - | (18,941 | ) | (29,299 | ) | ||||||||||||
Revaluation of warrant liability
|
996,618 | - | 2,210,475 | - | 520,478 | |||||||||||||||
|
||||||||||||||||||||
Net income (loss)
|
$ | 419,574 | $ | (164,021 | ) | $ | (605,098 | ) | $ | (202,184 | ) | $ | (3,437,024 | ) | ||||||
|
||||||||||||||||||||
Weighted average common shares outstanding - basic
|
30,120,879 | 11,078,539 | 29,982,436 | 9,283,974 | ||||||||||||||||
Weighted average common shares outstanding - diluted
|
34,707,418 | 11,078,539 | 29,982,436 | 9,283,974 | ||||||||||||||||
|
||||||||||||||||||||
Earnings (loss) per common share - basic
|
$ | 0.01 | $ | (0.01 | ) | $ | (0.02 | ) | $ | (0.02 | ) | |||||||||
Earnings (loss) per common share - diluted
|
$ | 0.01 | $ | (0.01 | ) | $ | (0.02 | ) | $ | (0.02 | ) |
BULLFROG GOLD CORP.
|
||||||||||||
(An Exploration Stage Company)
|
||||||||||||
|
||||||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
||||||||||||
For the Nine Months Ended September 30, 2012 and 2011, and the Cumulative Period
|
||||||||||||
from January 12, 2010 (Inception) through September 30, 2012
|
||||||||||||
|
||||||||||||
|
|
|
Inception
|
|||||||||
|
|
|
(January 12, 2010)
|
|||||||||
|
Nine Months Ended
|
through
|
||||||||||
|
9/30/12
|
9/30/11
|
9/30/12
|
|||||||||
|
|
|
|
|||||||||
Cash flows from operating activities
|
|
|
|
|||||||||
Net loss
|
$ | (605,098 | ) | $ | (202,184 | ) | $ | (3,437,024 | ) | |||
Adjustments to reconcile net loss to net cash used in operating activities
|
||||||||||||
Gain on forgiveness of debt
|
- | (28,499 | ) | (28,499 | ) | |||||||
Revaluation of warrant liability
|
(2,210,475 | ) | - | (520,478 | ) | |||||||
Stock-based compensation
|
695,131 | - | 1,087,320 | |||||||||
Stock issued for services
|
152,250 | - | 152,250 | |||||||||
Change in operating assets and liabilities:
|
||||||||||||
Cash in trust account
|
- | 2,521 | - | |||||||||
Receivable from pre-merger Bullfrog
|
- | 48,637 | 48,637 | |||||||||
Deposits
|
140,250 | - | 40,489 | |||||||||
Prepaid expenses
|
22,593 | (16,305 | ) | (24,026 | ) | |||||||
Accounts payable
|
(5,124 | ) | 53,606 | 56,170 | ||||||||
Other liabilities
|
(577 | ) | (4,179 | ) | (3,299 | ) | ||||||
Accrued interest
|
- | 18,941 | 28,499 | |||||||||
|
||||||||||||
Net cash used in operating activities
|
(1,811,050 | ) | (127,462 | ) | (2,599,961 | ) | ||||||
|
||||||||||||
Cash flows from investing activity
|
||||||||||||
Acquisition of property
|
(175,000 | ) | - | (325,000 | ) | |||||||
|
||||||||||||
Net cash used in investing activity
|
(175,000 | ) | - | (325,000 | ) | |||||||
|
||||||||||||
Cash flows from financing activities
|
||||||||||||
Proceeds from sales of common stock
|
- | 545 | 3,066 | |||||||||
Proceeds from private placement of common stock, preferred stock and warrants
|
- | 2,710,000 | 2,710,000 | |||||||||
Proceeds from notes payable
|
200,000 | 10,100 | 270,900 | |||||||||
Repayment of notes payable
|
- | - | (30,000 | ) | ||||||||
|
||||||||||||
Net cash provided by financing activities
|
200,000 | 2,720,645 | 2,953,966 | |||||||||
|
||||||||||||
Net increase (decrease) in cash and cash equivalents
|
(1,786,050 | ) | 2,593,183 | 29,005 | ||||||||
|
||||||||||||
Cash and cash equivalents, beginning of period
|
1,815,055 | - | - | |||||||||
|
||||||||||||
Cash and cash equivalents, end of period
|
$ | 29,005 | $ | 2,593,183 | $ | 29,005 | ||||||
|
||||||||||||
Noncash investing and financing activities
|
||||||||||||
|
||||||||||||
Issuance of common stock for acquisition of mineral property
|
$ | 400 | $ | 700 | ||||||||
Issuance of note payable for acquisition of mineral property
|
$ | 550,000 | $ | 650,000 | ||||||||
Issuance of note payable for receivable from pre-merger Bullfrog
|
$ | 250,000 | $ | 250,000 | ||||||||
Conversion of notes payable to common stock, preferred stock and warrants in private placement
|
$ | 940,900 | $ | 940,900 | ||||||||
Contribution of deposits by shareholder
|
$ | 51,364 |
|
·
|
Level 1
-
Valuation based on quoted market prices in active markets for identical assets and liabilities.
|
|
·
|
Level 2
-
Valuation based on quoted market prices for similar assets and liabilities in active markets.
|
|
·
|
Level 3
-
Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value.
|
|
Three Months Ended
|
Nine Months Ended
|
||
|
9/30/12
|
9/30/11
|
9/30/12
|
9/30/11
|
Basic and Diluted Earnings (Loss) per Common Share
|
|
|
|
|
Earnings (loss) per common share
|
$419,574
|
$(164,021)
|
$(605,098)
|
$(202,184)
|
Basic weighted average shares outstanding
|
30,120,879
|
11,078,539
|
29,982,436
|
9,283,974
|
Dilutive effect of common stock equivalents
|
13,210,164
|
-
|
-
|
-
|
Diluted weighted average common shares outstanding, assuming conversion of common stock equivalents
|
34,707,418
|
11,078,539
|
29,982,436
|
9,283,974
|
Basic Earnings (Loss) Per Common Share
|
.01
|
(.01)
|
(.02)
|
(.02)
|
Diluted Earnings (Loss) Per Common Share
|
.01
|
(.01)
|
(.02)
|
(.02)
|
|
(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.
|
Date Installment Becomes Exercisable
|
December 19, 2011
|
March 31, 2012
|
September 30, 2012
|
March 31, 2013
|
September 30, 2013
|
Recipient
|
Options
|
Strike Price
|
Term
|
|
Officer
|
1,250,000
|
$0.40
|
10 years
|
(1)
|
Officer
|
200,000
|
$0.40
|
10 years
|
|
Consultant
|
50,000
|
$0.40
|
10 years
|
|
Consultant
|
160,000
|
$0.40
|
10 years
|
|
Consultant
|
600,000
|
$0.40
|
10 years
|
|
Consultant
|
600,000
|
$0.40
|
10 years
|
|
Director
|
1,200,000
|
$0.40
|
10 years
|
(2)
|
TOTAL
|
4,060,000
|
|
|
|
(1) Issued to David Beling, the Company's Chief Executive Officer and President.
|
(2) Issued to Alan Lindsay, the Company's Chairman of the Board of Directors.
|
Options
|
|
Exercise Price
|
|
Volatility
|
|
Risk Free Interest Rate
|
|
Fair Value
|
||||||||||
|
4,060,000
|
|
|
$
|
0.40
|
|
|
|
78.5
|
%
|
|
|
1.74
|
%
|
|
$
|
1,812,203
|
|
|
|
Number of
Options
|
|
|
Weighted
Average
Exercise
Price
|
|
|
Weighted
Average
Remaining
Contractual
Life (Years)
|
|
Aggregate
Intrinsic
Value
|
|||
Balance at December 31, 2011
|
|
|
4,060,000
|
|
|
$
|
0.40
|
|
|
|
9.75
|
|
$2,233,000
|
Granted
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Forfeited
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Cancelled
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Balance at September 30, 2012
|
|
|
4,060,000
|
|
|
$
|
0.40
|
|
|
|
9.00
|
|
|
Options exercisable at September 30, 2012
|
|
|
2,436,000
|
|
|
$
|
0.40
|
|
|
|
9.00
|
|
|
Options expected to vest
|
|
|
4,060,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant Liability Amount
|
|
|
Balance at December 31, 2011
|
|
$
|
2,361,925
|
|
Exercise or expiration
|
|
|
--
|
|
Change in fair value of warrant liability
|
|
|
(2,210,475
|
)
|
Ending balance at September 30, 2012
|
|
$
|
151,450
|
|
|
Inception
|
December 31, 2011
|
September 30, 2012
|
Fair market value of common stock
|
$0.60
|
$0.95
|
$0.24
|
Exercise price
|
$0.60
|
$0.60
|
$0.60
|
Term (1)
|
3 Years
|
2.75 Years
|
2.00 Years
|
Volatility range (2)
|
68.5%
|
63.9%
|
69.7%
|
Risk-free rate (3)
|
0.50%
|
0.50%
|
0.25%
|
Payment Date
|
Payment Amount
|
Effective Date (June 11, 2012)
|
$25,000
|
Six months after Effective Date
|
$25,000
|
June 11, 2013
|
$30,000
|
June 11, 2014
|
$35,000
|
June 11, 2015
|
$40,000
|
June 11, 2016
|
$45,000
|
June 11, 2017
|
$50,000
|
June 11, 2018
|
$55,000
|
June 11, 2019
|
$60,000
|
June 11, 2020
|
$65,000
|
June 11, 2021
|
$70,000
|
June 11, 2022
|
$75,000
|
Product
|
Base net smelter return royalty
|
Average market price
|
Maximum buy-down net smelter return royalty
|
GOLD
|
1.00
|
Less than $1,200/troy oz.
|
0.50
|
|
1.50
|
$1,201 to $1,600/troy oz.
|
0.75
|
|
2.00
|
$1,601 to $2,000/troy oz.
|
1.00
|
|
2.50
|
$2,001 to $2,400/troy oz.
|
1.25
|
|
3.00
|
$2,401 to $2,800/troy oz.
|
1.50
|
|
3.50
|
$2,801 to $3,200/troy oz.
|
1.75
|
|
4.00
|
Greater than $3,200/troy oz.
|
2.00
|
|
|
|
|
SILVER
|
1.00
|
Less than $15/troy oz.
|
0.50
|
|
1.50
|
$15.01 to $30/troy oz.
|
0.75
|
|
2.00
|
$30.01 to $45/troy oz.
|
1.00
|
|
2.50
|
$45.01 to $60/troy oz.
|
1.25
|
|
3.00
|
$60.01 to $75/troy oz.
|
1.50
|
|
3.50
|
$75.01 to $90/troy oz.
|
1.75
|
|
4.00
|
Greater than $90/troy oz.
|
2.00
|
|
|
|
|
OTHER
|
2.00
|
As determined by products
|
1.00
|
|
1.
|
$100,000 prior to June 11, 2013
|
|
2.
|
An additional $150,000 prior to June 11, 2014
|
|
3.
|
An additional $200,000 prior to June 11, 2015
|
|
4.
|
An additional $200,000 prior to June 11, 2016
|
|
5.
|
An additional $200,000 prior to June 11, 2017
|
Securities and Exchange Commission Registration Fee
|
$
|
1,176.73
|
||
Accounting Fees and Expenses
|
$
|
2,000.00
|
||
Legal Fees and Expenses
|
$
|
60,000.00
|
||
Miscellaneous Fees and Expenses
|
$
|
0
|
||
Total
|
$
|
63,176.73
|
●
|
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.
|
Exhibit No.
|
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
|
(2)
|
Amended and Restated Certificate of Incorporation
|
3.2
|
(2)
|
Amended and Restated Bylaws
|
5.1
|
Opinion of Sichenzia Ross Friedman Ference LLP**
|
|
10.1
|
Form of Subscription Agreement*
|
|
10.2
|
(1)
|
Form of Registration Rights Agreement
|
10.3
|
(1)
|
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
|
(1)
|
Form of Directors and Officers Indemnification Agreement
|
10.8
|
(1)
|
Bullfrog Gold Corp. 2011 Equity Incentive Plan
|
10.9
|
(1)
|
Form of 2011 Incentive Stock Option Agreement
|
10.10
|
(1)
|
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*
|
|
10.15
|
Employment Agreement between the Company and Mr. David Beling*
|
|
10.16
|
Consulting Agreement between the Company and Clive Bailey*
|
|
10.17
|
Consulting Agreement between the Company and Robert Allender*
|
|
10.18
|
(4)
|
Form of 2012 Subscription Agreement
|
10.19
|
(4)
|
Form of 2012 Registration Rights Agreement
|
10.20
|
(4)
|
Form of 2012 Warrant
|
10.21
|
(5)
|
Facility Agreement dated December 10, 2012
|
10.22
|
(5)
|
Security Agreement dated December 10, 2012 entered into by the Company
|
10.23
|
(5)
|
Security Agreement dated December 10, 2012 entered into by Standard Gold
|
10.24
|
(5)
|
Pledge Agreement dated December 10, 2012 entered into by the Company
|
10.25
|
(5)
|
Form of RMB Warrant
|
10.26
|
(6)
|
Consulting Agreement dated December 17, 2012 entered into by the Company and Antibes International Corp.
|
14.1
|
(3)
|
Code of Ethics
|
16.1
|
Letter from Bernstein & Pinchuk*
|
|
21
|
(1)
|
List of Subsidiaries
|
23.1
|
Consent of Peterson Sullivan LLP*
|
|
23.2
|
Consent of Sichenzia Ross Friedman Ference LLP (included in Exhibit 5.1)**
|
|
24.1
|
Power of Attorney (Included on signature page)
|
*
|
Filed herewith
|
|
**
|
To
be filed by amendment
|
|
(1)
|
Incorporated by reference to the Current Report on Form 8-K, filed with the SEC on October 6, 2011
|
|
(2)
|
Incorporated by reference to the Current Report on Form 8-K, filed with the SEC on July 22, 2011
|
|
(3)
|
Incorporated by reference to the Annual Report on Form 10-K, filed with the SEC on February 27, 2012
|
|
(4)
|
Incorporated by reference to the Current Report on Form 8-K, filed with the SEC on November 20, 2012
|
|
(5)
|
Incorporated by reference to the Current Report on Form 8-K, filed with the SEC on December 12, 2012
|
|
(6)
|
Incorporated
by reference to the Current Report on Form 8-K, filed with the SEC on December 17, 2012
|
(i)
|
To include any prospectus required by Section 10(a)(3) of the Securities Act;
|
|
(ii)
|
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
|
(iii)
|
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
|
(i)
|
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§ 230.424 of this chapter);
|
(ii)
|
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
|
(iii)
|
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
|
|
(iv)
|
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
|
BULLFROG GOLD LTD.
|
|||
By:
|
/s/ David Beling
|
||
Name: David Beling
|
|||
Title: President, Chief Executive Officer, Chief Financial Officer and Director (Principal Executive Officer and Principal Financial and Accounting Officer)
|
Signature
|
Title
|
Date
|
||
/s/ David Beling
|
President, Chief Executive Officer, and Chief Financial
|
December 18, 2012
|
||
David Beling
|
Officer (Principal Executive Officer and Principal Financial and Accounting Officer) and Director
|
|||
/s/ Alan Lindsay
|
Chairman of the Board of Directors
|
December 18, 2012
|
||
Alan Lindsay
|
Exhibit No.
|
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
|
(2)
|
Amended and Restated Certificate of Incorporation
|
3.2
|
(2)
|
Amended and Restated Bylaws
|
5.1
|
Opinion of Sichenzia Ross Friedman Ference LLP**
|
|
10.1
|
Form of Subscription Agreement*
|
|
10.2
|
(1)
|
Form of Registration Rights Agreement
|
10.3
|
(1)
|
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
|
(1)
|
Form of Directors and Officers Indemnification Agreement
|
10.8
|
(1)
|
Bullfrog Gold Corp. 2011 Equity Incentive Plan
|
10.9
|
(1)
|
Form of 2011 Incentive Stock Option Agreement
|
10.10
|
(1)
|
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*
|
|
10.15
|
Employment Agreement between the Company and Mr. David Beling*
|
|
10.16
|
Consulting Agreement between the Company and Clive Bailey*
|
|
10.17
|
Consulting Agreement between the Company and Robert Allender*
|
|
10.18
|
(4)
|
Form of 2012 Subscription Agreement
|
10.19
|
(4)
|
Form of 2012 Registration Rights Agreement
|
10.20
|
(4)
|
Form of 2012 Warrant
|
10.21
|
(5)
|
Facility Agreement dated December 10, 2012
|
10.22
|
(5)
|
Security Agreement dated December 10, 2012 entered into by the Company
|
10.23
|
(5)
|
Security Agreement dated December 10, 2012 entered into by Standard Gold
|
10.24
|
(5)
|
Pledge Agreement dated December 10, 2012 entered into by the Company
|
10.25
|
(5)
|
Form of RMB Warrant
|
10.26
|
(6)
|
Consulting Agreement dated December 17, 2012 entered into by the Company and Antibes International Corp.
|
14.1
|
(3)
|
Code of Ethics
|
16.1
|
Letter from Bernstein & Pinchuk*
|
|
21
|
(1)
|
List of Subsidiaries
|
23.1
|
Consent of Peterson Sullivan LLP*
|
|
23.2
|
Consent of Sichenzia Ross Friedman Ference LLP (included in Exhibit 5.1)**
|
|
24.1
|
Power of Attorney (Included on signature page)
|
*
|
Filed herewith
|
|
**
|
To
be filed by amendment
|
|
(1)
|
Incorporated by reference to the Current Report on Form 8-K, filed with the SEC on October 6, 2011
|
|
(2)
|
Incorporated by reference to the Current Report on Form 8-K, filed with the SEC on July 22, 2011
|
|
(3)
|
Incorporated by reference to the Annual Report on Form 10-K, filed with the SEC on February 27, 2012
|
|
(4)
|
Incorporated by reference to the Current Report on Form 8-K, filed with the SEC on November 20, 2012
|
|
(5)
|
Incorporated by reference to the Current Report on Form 8-K, filed with the SEC on December 12, 2012
|
|
(6)
|
Incorporated by reference to the Current Report on Form 8-K, filed with the SEC on December 17, 2012
|
(a)
|
If to Parent or Acquisition Corp.:
|
(b)
|
If to the Company:
|
PARENT:
BULLFROG GOLD CORP.
|
|||
|
By:
|
/s/ David Beling
|
|
Name: David Beling
Title: President
|
|||
ACQUISITION CORP:
BULLFROG GOLD ACQUISITION CORP.
|
|||
By:
|
/s/ David Beling
|
||
Name: David Beling
Title: President
|
|||
COMPANY:
STANDARD GOLD CORP.
|
|||
By:
|
/s/ Joshua Bleak
|
||
Name: Joshua Bleak
Title: President
|
|
(1)
|
Note payable to Copper Eagle, Inc. in the aggregate amount of $30,800 issued on December 23, 2010.
|
|
(2)
|
Note payable to Matchpoint International Limited in the amount of $100,000 issued on June 21, 2010
|
|
(3)
|
Note payable issued to Lindsay Capital Corp in the amount of $10,100 issued on April 8, 2011
|
|
(4)
|
An aggregate of $50,000 owed to Derrick Townsend in consideration for property payments made to Southwest Exploration on behalf of Bullfrog Gold Corp.
|
|
(5)
|
An aggregate of $500,000 owed to GRQ Consultants and GRQ Consultants 401K in consideration for an advance of $500,000 made to the Bleak Group.
|
|
(6)
|
An aggregate of $100,000 owed to Holmes Revocable Trust in consideration for consulting services.
|
|
By:
|
/s/
Joshua
Bleak
|
|
Authorized Officer
|
|||
Name:
|
Joshua
Bleak
|
||
Print or Type
|
|||
Title:
|
P
resident
|
||
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:
|
||
_____________________________________________________________________________
Name of Entity (Please Print)
|
|
Date of Incorporation or Organization:
|
|
State of Principal Office:
|
|
Federal Taxpayer Identification Number:
____________________________________________
Office Address
____________________________________________
City, State and Zip Code
____________________________________________
Telephone Number
____________________________________________
Fax Number (if available)
____________________________________________
E-Mail (if available)
|
|
By: _________________________________
Name:
Title:
|
|
[seal]
Attest: _________________________________
(If Entity is a Corporation)
|
_________________________________
_________________________________
Address
|
ACCEPTED this ____ day of __________ 2011, on behalf of the Company.
|
|
By: _________________________________
Name:
Title:
|
o
|
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.
|
o
|
You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended.
|
o
|
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.
|
o
|
You are a director or executive officer of the Company.
|
o
|
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.
|
o
|
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.
|
o
|
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.
|
o
|
You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs.
|
____ ____
|
I/We understand that this investment is not guaranteed.
|
____ ____
|
I/We are aware that this investment is not liquid.
|
____ ____
|
I/We are sophisticated in financial and business affairs and are
able to evaluate the risks and merits of an investment in this
offering.
|
____ ____
|
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.)
|
Citibank
|
|
666 Fifth Avenue
|
|
New York, NY 10103
|
|
A/C of Sichenzia Ross Friedman Ference LLP
|
|
A/C#:
|
92883436
|
ABA#:
|
021000089
|
SWIFT Code:
|
CITIUS33
|
Ref:
|
BULLFROG GOLD CORP.
|
Citibank
|
|
New York, NY
|
|
A/C of
|
Sichenzia Ross Friedman Ference LLP
|
A/C#:
|
92883436
|
ABA#:
|
021000089
|
SWIFT Code:
|
CITIUS33
|
REFERENCE:
|
BULLFROG GOLD CORP.
|
BULLFROG GOLD CORP.
|
|
By:__________________________________________
Name:
Title:
|
|
ESCROW AGENT:
|
|
SICHENZIA ROSS FRIEDMAN FERENCE LLP
|
|
By:__________________________________________
Name:
Title:
AGREED AND ACCEPTED:
SUBSCRIBER:
By:__________________________________________
Name:
Title:
|
|
1.
|
Proceeds from the sale of a convertible promissory note in the principal amount of $150,000 issued to Barry Honig on August 30, 2011.
|
|
2.
|
Computer purchased by Assignor in August 2011.
|
|
(b)
|
If to Seller:
|
“SELLER”
|
|||
BULLFROG GOLD CORP.
|
|||
|
By:
|
/s/ David Beling | |
Name: David Beling | |||
Title: Chief Executive Officer | |||
“BUYERS”
|
|||
|
/s/ Andrea Schlectman
|
||
Andrea Schlectman
|
|||
|
a)
|
Assignor shall deliver any consents, waivers, authorizations or evidence of any filings or registrations necessary to effectuate the transactions contemplated hereunder;
|
|
b)
|
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
|
|
c)
|
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
”).
|
|
a)
|
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.
|
|
b)
|
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.
|
|
c)
|
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
|
|
d)
|
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.
|
|
e)
|
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.
|
|
f)
|
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.
|
|
g)
|
No bankruptcy, receivership or debtor relief proceedings are pending or, to the Assignor’s knowledge, threatened against the Assignor.
|
|
h)
|
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).
|
|
i)
|
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.
|
|
j)
|
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.
|
|
k)
|
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.
|
|
l)
|
Assignor agrees to indemnify and hold harmless Assignee for and against any breach of the representations or warranties contained in this Agreement.
|
ASSIGNOR:
AURUM NATIONAL HOLDLINGS LTD.
|
|||
|
By:
|
/s/
Derrick
Townsend
|
|
Name: Derrick Townsend
|
|||
Title: | |||
ASSIGNEE:
STANDARD GOLD CORP.
|
|||
|
By:
|
/s/
Joshua
Bleak
|
|
Name: Joshua Bleak
|
|||
Title: President
|
|||
AGREED, ACCEPTED AND ACKNOWLEDGED:
|
|||||
SOUTHWEST EXPLORATION, INC.
|
|||||
By: |
/s/
Daniel
R. Bleak
|
||||
Name: Daniel R. Bleak
|
|
||||
Title
|
|||||
|
|
|
(a)
|
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.
|
|
(b)
|
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.
|
|
(c)
|
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.
|
|
(d)
|
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.
|
|
(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.
|
|
(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.
|
|
(g)
|
No bankruptcy, receivership or debtor relief proceedings are pending or, to Assignor’s knowledge, threatened against Assignor.
|
|
(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).
|
|
(i)
|
Assignor is aware of Assignee’s business affairs and financial condition and has reached an informed and knowledgeable decision to assign the Assets.
|
|
(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.
|
ASSIGNOR:
NPX METALS, INC., a Nevada corporation
|
|||
|
By:
|
/s/ Daniel Bleak
|
|
Name: Daniel Bleak
Title: President
|
|||
BULL FROG HOLDING, INC., a Nevada corporation
|
|||
By:
|
/s/ Daniel Bleak
|
||
Name: Daniel Bleak
Title: President
|
|||
ASSIGNEE:
STANDARD GOLD CORP., a Nevada corporation
|
|||
By:
|
/s/ Oliver Lindsay
|
||
Name: Oliver Lindsay
Title: Executive Vice President
|
|||
STATE OF _____________
|
)
|
|
)
|
ss.
|
|
County of ______________
|
)
|
STATE OF _____________
|
)
|
|
)
|
ss.
|
|
County of ______________
|
)
|
BVD 31
|
709408
|
987991
|
BVD 32
|
709409
|
987990
|
BVD 33
|
709401
|
987997
|
BVD 34
|
709402
|
987996
|
BVD 35
|
709403
|
987995
|
BVD 36
|
709404
|
987994
|
BVD 37
|
709378
|
988018
|
BVD 38
|
709379
|
988017
|
BVD 39
|
709380
|
988016
|
BVD 40
|
709411
|
987989
|
BVD 41
|
709412
|
987988
|
BVD 105
|
709414
|
987987
|
BVD 106
|
709415
|
987986
|
BVD 107
|
709416
|
987985
|
BVD 200
|
709418
|
987984
|
BVD 201
|
709419
|
987983
|
BVD 202
|
709420
|
987982
|
BVD 203
|
709421
|
987981
|
BVD 204
|
709422
|
987980
|
BVD 205
|
709423
|
987979
|
BVD 206
|
709424
|
987978
|
BVD 207
|
709426
|
987977
|
BVD 300
|
709428
|
987976
|
BVD 301
|
709429
|
987975
|
BVD 302
|
709430
|
987974
|
BVD 303
|
709431
|
987973
|
BVD 314
|
709433
|
987972
|
BVD 315
|
709434
|
987971
|
BVD 316
|
709435
|
987970
|
BVD 317
|
709436
|
987969
|
BVD 321
|
709438
|
987968
|
BVD 322
|
709439
|
987967
|
BVD 323
|
709440
|
987966
|
BVD 324
|
709441
|
987965
|
BVD 401
|
712005
|
992989
|
BVD 402
|
712006
|
992990
|
BVD 403
|
712007
|
992991
|
BVD 404
|
712008
|
992992
|
BVD 405
|
712009
|
992993
|
BVD 406
|
712010
|
992994
|
BVD 407
|
712011
|
992995
|
BVD 408
|
712012
|
992996
|
BVD 409
|
712013
|
992997
|
BVD 410
|
712014
|
992998
|
Beatty Conglomerate #1 Amended
|
297734
|
109662
|
Lucky Queen Amended
|
297739
|
109667
|
Beatty Conglomerate #8 Babington Amended
|
297756
|
109697
|
Beatty Conglomerate #9 Cornell Amended
|
297757
|
109698
|
Beatty Conglomerate #10 Flin Flon #2 Amended
|
297758
|
109699
|
(a)
|
“Closing”
means the date to be mutually agreed upon between the parties.
|
(b)
|
“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.
|
(c)
|
“Minerals”
shall mean any products of value derived from the Property;
|
(d)
|
“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;
|
(e)
|
“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;
|
(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;
|
(g)
|
“Royalty”
means the 2% net smelter return royalty described in
Exhibit “B”
attached hereto;
|
(h)
|
“Term”
means the period during the term of this Agreement from the Effective Date to and including the date of exercise of the Option;
|
(a)
|
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;
|
(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;
|
(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;
|
(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;
|
(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.
|
OPTIONOR
:
SOUTHWEST EXPLORATION, INC,
an Arizona corporation
|
|||
|
By:
|
/s/ Daniel Bleak
|
|
Name:
|
Daniel Bleak
|
||
Its:
|
President, Director and Shareholder
|
||
By:
|
/s/ Floyd R. Bleak
|
||
Name:
|
Floyd R. Bleak
|
||
Its:
|
Secretary, Director and Shareholder
|
||
By:
|
/s/ Joshua Bleak
|
||
Name:
|
Joshua Bleak
|
||
Its:
|
Shareholder
|
||
OPTIONEE
:
STANDARD GOLD CORP., a Nevada corporation
|
|||
By:
|
/s/ Oliver Lindsay
|
||
Name:
|
Oliver Lindsay
|
||
Its:
|
Executive Vice President
|
Acreage
|
T/R/S
|
Permit #
|
Date of Issuance
|
560 Acres
|
T6N, R4W, S21
|
08-113437
|
December 4th, 2008
|
480 Acres
|
T6N, R4W, S27
|
08-113438
|
December 4th, 2008
|
320 Acres
|
T6N, R4W, S10
|
08-113501
|
June 26th, 2009
|
160 Acres
|
T6N, R4W, S15
|
08-113502
|
June 26th, 2009
|
STATE OF _____________
|
)
|
|
)
|
ss.
|
|
County of ______________
|
)
|
STATE OF _____________
|
)
|
|
)
|
ss.
|
|
County of ______________
|
)
|
STATE OF _____________
|
)
|
|
)
|
ss.
|
|
County of ______________
|
)
|
STATE OF _____________
|
)
|
|
)
|
ss.
|
|
County of ______________
|
)
|
Principal Amount: $150,000
|
Issue Date: August 30, 2011
|
BULLFROG GOLD CORP.
|
|||
By:
|
/s/ David Beling
|
||
Name: David Beling | |||
Title: President | |||
BULLFROG GOLD CORP.
On behalf of the Board
|
|||
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By:
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/s/ Alan Lindsay
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Alan Lindsay
Chairman |
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EXECUTIVE
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/s/ David Beling
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David Beling
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1.
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Services:
Consultant shall perform Services only as authorized and directed by Bullfrog's CEO, David C. Beling (hereafter “Beling”) or his designate, and as particularly described in Schedule I.
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2.
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Compensation:
Consultant shall be paid US$ 80.00 per actual hour worked, not to exceed 8 hours chargeable per normal day but up to 10 hours while supervising/managing drilling activities. Consultant shall submit to Beling in appropriate detail a monthly report of daily services and fees. Upon approval by Beling, Bullfrog shall reimburse Consultant for his approved fees within 20 days after receipt of each invoice.
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3.
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Reimbursement of Expenses:
Consultant will submit to Beling a report of expenses actually and properly incurred for each month that Services are performed. Upon approval by Beling, Bullfrog shall reimburse Consultant for his approved expenses within 20 days after receipt of each report. The business use of Consultant’s newer 4-WD vehicle shall be reimbursed at $0.76/mile. Use of Consultant’s older 4-WD vehicle required for the harsh surface environment of the Newsboy Project and its surrounds, Consultant will be reimbursed $75 per field-use day plus actual fuel costs. All vehicle costs will be itemized and paid per Consultant’s monthly expense report.
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4.
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Representations of Consultant:
Consultant represents that he has the requisite qualifications, experience and capabilities to perform the Services to a standard of care, skill and diligence acceptable within the mining industry. Consultant previously prepared a 43-101 technical report on the Newsboy Project in September 2009 and is knowledgeable of the Project.
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5.
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Independent Contractor:
Consultant shall not be construed to be an employee or agent of Bullfrog, but is and at all times shall remain an independent contractor, who shall have no authority to bind or commit Bullfrog in any manner excepting only where specifically authorized in writing. Nothing herein shall be deemed to require that Consultant provide his services exclusively to Bullfrog; provided however that consultant will not undertake any other work that would impair the Services herein. No withholding for federal or state income tax or any other tax or contribution shall be deducted from payments to Consultant. Consultant shall be solely responsible for payment of taxes and any payroll related burdens due on any amounts received by Consultant under this Agreement.
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6.
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Confidentiality:
Consultant shall maintain all matters involving Bullfrog and the Services in confidence for two years except only insofar as shall be required to perform the Services hereunder, or as may be permitted by Bullfrog in writing, or as may come into the public domain through sources beyond the control of Consultant or as required by law.
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7.
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Ownership of Information:
All work product information, samples, documents, maps or any related data or material in respect to the Services shall remain the property of Bullfrog and Consultant shall have no claim or interest therein whatsoever.
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9.
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Term and Termination:
The term of this Agreement shall expire on October 2, 2013 but may be renewed annually on such terms and conditions as the Parties hereto may agree in writing at least 45-days prior to the end of the initial term, failing which this Agreement will immediately terminate and be of no further force and effect.
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10.
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Address for Delivery:
Each notice, demand or other communication under this Agreement shall be in writing and shall be sent by facsimile or delivered to at the address for such Party as specified on the front page of this Agreement. Either Party may change its address by notifying the other Party in writing.
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11.
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Severability and Construction:
Each section, paragraph, term and provision of this Agreement, and any portion thereof, shall be considered severable, and if, for any reason, any portion of this Agreement is determined to be invalid, contrary to or in conflict with any applicable present or future law, rule or regulation by a final ruling issued by any Court, agency or tribunal with valid jurisdiction, that ruling shall not impair the operation of any other portions of this Agreement as may remain otherwise intelligible (all of which shall remain binding on the Parties and continue to be given full force and effect as of the date upon which the ruling becomes final).
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12.
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Consents and Waivers:
No consent or waiver by either Party in respect of any breach of a provision of this Agreement shall be deemed a consent or waiver of any other breach of this Agreement.
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13.
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Successors:
This Agreement shall inure to the benefit of and be binding upon the Parties
hereto and their respective heirs, executors, administrators, successors and assigns.
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14.
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Entire Agreement:
This document contains the entire agreement of the Parties hereto in respect to the subject matter, and no representations, inducements, promises or agreements not embodied herein, or referenced herein, shall be of any force or effect, unless the same are set forth in writing signed by the Parties hereto.
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15.
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Applicable Law:
For all purposes, this Agreement will be governed exclusively by and construed and enforced in accordance with the laws prevailing in the State of Arizona.
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16.
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Counterparts:
This Agreement may be signed by the Parties hereto in as many counterparts as may be necessary, each of which so signed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument and notwithstanding the date of execution will be deemed to bear the execution Date as set forth on the front page of this Agreement. This Agreement may be executed by facsimile or scanned electronic copies and such signed copies shall be deemed original documents.
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17.
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No Partnership or Agency:
The Parties hereto have not created a partnership and nothing contained in this Agreement shall in any manner whatsoever constitute any Party as the partner, agent or legal representative of any other Party, nor create any fiduciary relationship between them for any purpose whatsoever. No Party shall have any authority to act for, or to assume any obligations or responsibility on behalf of other Party except as may be, from time to time, agreed upon in writing between the Parties or as otherwise expressly provided.
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1.
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Conduct/update examinations and evaluations of Bullfrog’s Newsboy Project located near Wickenburg, Arizona. As appropriate, provide reports, recommendations and conclusions concerning: general project data bases; resource and reserve estimates; past and future drill programs; sampling; exploration and mine development plans, schedules and alternatives, if any; and related environmental considerations and permit requirements. Provide a detailed report with a description of activities, cost estimates and schedules for the first year of work under this agreement.
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2.
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Provide hands-on site management and professional supervision to the existing and approved exploration and development drilling program to be implemented by Consultant. Arrange and coordinate all field and support activities (including water supply, drilling procedures, drill pad and road installations, dozers, backhoes etc), sampling and assaying procedures, and QA/QC protocols consistent with CI 43-101 standards. Consultant agrees to be on site to the fullest extent necessary during drill operations and performance of other necessary field activities and requirements. It is intended that Consultant will commute from home to Wickenburg on a schedule that is beneficial to the Company and acceptable to Consultant.
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3.
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The company will continue to rent a house for lodging and office requirements during the performance of field activities and Services on site. As the Project advances, other lodging, office and sample storage arrangements and accommodations will be evaluated in the mutual interest of the Parties. It is also expected that there will be periods where Services will be performed off-site during this Agreement.
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4.
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Provide information, liaison and support to a mine and geological engineering firm for re-estimating the Newsboy resources and minable reserves and updating the feasibility study. Provide similar support for acquiring all environmental permits necessary to explore, develop, construct and operate the Project.
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5.
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Assist the Company in earning credibility and developing positive relations with local residents and the surrounding communities. This will require developing pro-active relations with personnel associated with local and regional Chambers of Commerce, City Councils, County Supervisors and interested civic, environmental and other interested groups, clubs and associations in the area, region and State of Arizona.
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6.
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Provide any other technical, professional, management or administrative services as may be mutually agreed upon by Bullfrog and Consultant.
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1.
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Develop a program and complete additional exploration, development and condemnation drilling and coring as deemed necessary.
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2.
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Subject to a positive feasibility study, complete the engineering, procurement and construction activities to build and operate the project.
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3.
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Engage and manage staff, personnel and services to build, operate and maintain the Project.
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4.
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Consultant and the Company agree in good faith to work out an acceptable arrangement whereby Consultant would live in the Wickenburg area during all such times as necessary to manage and direct construction and operation of the Project. In this regard, it is recognized that Consultant desires to keep his permanent residence in Dragoon, Arizona rather than permanently move to Wickenburg.
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1.
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Services:
Consultant shall perform Services only as authorized and directed by Bullfrog's CEO, David C. Beling (hereafter “Beling”) or his designate, and as particularly described in Schedule I.
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2.
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Fees:
Consultant shall be paid at a rate of US$ 75.00 per hour worked, not to exceed 8 hours chargeable per day. Consultant shall submit to Beling in appropriate detail a monthly report of daily services and fees. Upon approval by Beling, Bullfrog shall reimburse Consultant for his approved fees within 20 days after receipt of each invoice.
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3.
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Reimbursement of Expenses:
Consultant will submit to Beling a report of expenses actually and properly incurred for each month that Services are performed. Upon approval by Beling, Bullfrog shall reimburse Consultant for his approved expenses within 20 days after receipt of each report. The business use of Consultant’s vehicle shall be reimbursed at the prevailing IRS rate, which currently is 55.5 cents per mile
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4.
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Representations of Consultant:
Consultant is a PG and CPG and represents that he has the requisite qualifications, experience and capabilities to perform the Services to a standard of care, skill and diligence acceptable within the mining industry.
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5.
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Independent Contractor:
Consultant shall not be construed to be an employee or agent of Bullfrog but is and at all times shall remain an independent contractor, who shall have no authority to bind or commit Bullfrog in any manner excepting only where specifically authorized in writing. Nothing herein shall be deemed to require that Consultant provide his services exclusively to Bullfrog; provided however that consultant will not undertake any other work that would impair the Services herein. No withholding for federal or state income tax or any other tax or contribution shall be deducted from payments to Consultant. Consultant shall be solely responsible for payment of taxes and any payroll related burdens due on any amounts received by Consultant under this Agreement.
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6.
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Confidentiality:
Consultant shall maintain all matters involving Bullfrog and the Services in confidence for two years except only insofar as shall be required to perform the Services hereunder, or as may be permitted by Bullfrog in writing, or as may come into the public domain through sources beyond the control of Consultant or as required by law.
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7.
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Ownership of Information:
All work product information, samples, documents, maps or any related data or material in respect to the Services shall remain the property of Bullfrog and Consultant shall have no claim or interest therein whatsoever.
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8.
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Assignment:
Consultant may not assign this Agreement or any of the Services without
first obtaining written approval from Bullfrog.
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9.
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Term and Termination:
The term of this Agreement shall expire on August 23, 2013 but may be renewed annually on such terms and conditions as the Parties hereto may agree in writing at least 30-days prior to the end of the initial term, failing which this Agreement will immediately terminate and be of no further force and effect.
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10.
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Address for Delivery:
Each notice, demand or other communication under this Agreement
shall be in writing and shall be sent by facsimile or delivered to at the address for such Party
as specified on the front page of this Agreement. Either Party may change its address by
notifying the other Party in writing.
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11.
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Severability and Construction:
Each section, paragraph, term and provision of this Agreement, and any portion thereof, shall be considered severable, and if, for any reason, any portion of this Agreement is determined to be invalid, contrary to or in conflict with any applicable present or future law, rule or regulation by a final ruling issued by any Court, agency or tribunal with valid jurisdiction, that ruling shall not impair the operation of any other portions of this Agreement as may remain otherwise intelligible (all of which shall remain binding on the Parties and continue to be given full force and effect as of the date upon which the ruling becomes final).
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12.
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Consents and Waivers:
No consent or waiver by either Party in respect of any breach of
a provision of this Agreement shall be deemed a consent or waiver of any other breach of this
Agreement.
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13.
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Successors:
This Agreement shall inure to the benefit of and be binding upon the Parties
hereto and their respective heirs, executors, administrators, successors and assigns.
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14.
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Entire Agreement:
This document contains the entire agreement of the Parties hereto in
respect to the subject matter, and no representations, inducements, promises or agreements
not embodied herein, or referenced herein, shall be of any force or effect, unless the same are
set forth in writing signed by the Parties hereto.
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15.
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Applicable Law:
For all purposes, this Agreement will be governed exclusively by and construed and enforced in accordance with the laws prevailing in the State of Arizona.
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16.
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Counterparts:
This Agreement may be signed by the Parties hereto in as many counterparts as may be necessary, each of which so signed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument and notwithstanding the date of execution will be deemed to bear the execution Date as set forth on the front page of this Agreement. This Agreement may be executed by facsimile or scanned electronic copies and such signed copies shall be deemed original documents.
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17.
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No Partnership or Agency:
The Parties hereto have not created a partnership and nothing contained in this Agreement shall in any manner whatsoever constitute any Party as the partner, agent or legal representative of any other Party, nor create any fiduciary relationship between them for any purpose whatsoever. No Party shall have any authority to act for, or to assume any obligations or responsibility on behalf of other Party except as may be, from time to time, agreed upon in writing between the Parties or as otherwise expressly provided.
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(1)
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Examine the Company’s Bullfrog Project located near Beatty, Nevada and study/review all relevant and available information thereto. Provide recommendations and conclusions concerning: general project data bases; resource targets and estimates; past and future drill programs; sampling; exploration and development plans, schedules and alternatives, if any; land status and potential acquisitions; and environmental considerations and permit requirements related to exploration. Confirm existing exploration targets generated by others and develop new targets as a result of services performed herein. Provide a detailed report with a description of activities, cost estimates and schedules recommended for the first year of work under this agreement.
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(2)
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Communicate and/or meet with geological personnel (contacts to be provided by Bullfrog) that worked with St. Joe American, Lac and Barrick as well as NPX Metals and its Standard Gold subsidiary, which was acquired by Bullfrog. Ascertain that all relevant and available data is obtained for use by the Company.
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(3)
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Evaluate potential acquisitions and business ventures at other locations on behalf and at the request of the Company
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(4)
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Provide any other technical, professional, management or administrative services as may be mutually agreed upon by Bullfrog and Consultant.
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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the inclusion in the Registration Statement on Form S-1/A (Amendment No. 2) of Bullfrog Gold Corp. of our report dated February 27, 2012, on our audits of the consolidated balance sheets of Bullfrog Gold Corp. and Subsidiary (an exploration stage company) as of December 31, 2011 and 2010 and the related consolidated statements of operations, stockholders' equity (deficit), and cash flows for the year ended December 31, 2011, the period from January 12, 2010 (inception) through December 31, 2010, and for the cumulative period from January 12, 2010 (inception) to December 31, 2011. We also consent to the reference to us under the heading "Experts" in the Registration Statement.
/S/ PETERSON SULLIVAN LLP
Seattle, Washington
December 18, 2012