BULLFROG GOLD CORP. (OTCMKTS:BFGC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On January 7, 2021, David Beling resigned as a director of Bullfrog Gold Corp. (the “Corporation”). Mr. Beling’s resignation was not the result of any disagreement with the Company or its management regarding any matter relating to the Company’s operations, policies or practices.
On January 7, 2021, the Corporation’s board of directors (the “Board”) expanded the size of the Board to seven (7) directors and appointed Mr. Richard Warke, Ms. Poonam Puri and Mr. John Boehner as directors of the Corporation to fill vacancies on the Board. Each director shall serve until their successor is duly elected and qualified or until their earlier resignation or removal from office.
Mr. Warke is a Canadian business executive with more than 35 years of experience in the mining sector. Mr. Warke founded the Augusta Group and led a number of successful precious and base metal exploration and development companies from the initial discovery through the exploration, permitting and feasibility stages to their ultimate acquisitions, totaling over C$4.5 billion in the last ten years. Recently, Mr. Warke cofounded Equinox Gold Corp. (acting as Director, President and CEO of Catalyst Copper Corp. from August 2014 to December 2017, which merged with NewCastle Gold Ltd., and Director and Executive Chairman of NewCastle Gold Ltd. from May 2016 until its merger to form Equinox Gold Corp. in December 2017) and founded and serves as Executive Chair of Solaris Resources Inc. (January 2020 to present) and Titan Mining Corporation (June 2017 to present).
Ms. Puri is an experienced corporate director and professor of business law at Osgoode Hall Law School in Toronto. She is also a practicing lawyer and affiliated scholar at Davies Ward Phillips & Vineberg LLP from 2015 to present. Ms. Puri currently serves on the boards of Canadian Apartment Properties Real Estate Investment Trust, the Canada Infrastructure Bank and Holland Bloorview Kids Rehabilitation Hospital. Ms. Puri has been recognized as one of the top 25 most influential lawyers in Canada by Canadian Lawyer Magazine. She has been named one of the 100 Most Powerful Women in Canada, and she is a past recipient of Canada’s Top 40 under 40 Award. Ms. Puri earned her Bachelor of Laws degree from the University of Toronto, and she holds a Master of Laws degree from Harvard Law School.
Mr. Boehner served as the 53rd Speaker of the United States House of Representatives from 2011 to 2015. A member of the Republican Party, Mr. Boehner was the U.S. Representative from Ohio\’s 8th congressional district, serving from 1991 to 2015. He previously served as the House Minority Leader from 2007 until 2011, and House Majority Leader from 2006 until 2007. Following his career in government service from 2016 to present, Mr. Boehner joined Squire Patton Boggs, a global law and public policy firm.
None of the above appointed directors have a family relationship with any other member of the Board or any executive officer of the Corporation, and, except as disclosed below in relation to Mr. Warke, none have been a participant or had any interest in any transaction with the Corporation that is reportable under Item 404(a) of Regulation S-K. Except as disclosed below in relation to Mr. Warke, there is no arrangement or understanding between any of the Corporation’s officers and directors and Mr. Warke, Ms. Puri and Mr. Boehner to which they were selected to serve as a director.
Mr. Warke is the sole officer and director of Augusta Investments Inc. (“Augusta”), the Corporation’s largest stockholder. On October 26, 2020, the Corporation closed a private placement of units with Augusta to which Augusta gained control of the Corporation and a number of current officers and directors of the Corporation were appointed. Augusta controls 110,750,000 shares of common stock with the right to acquire an additional 104,250,000 shares underlying warrants representing 46.60% of the issued and outstanding voting shares (common and preferred) of the Corporation on a partially diluted basis as of January 12, 2021.
Bullfrog has not yet determined director compensation.
In connection with their appointment, none of the directors were appointed to serve on any committees of the Board.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On January 11, 2021, the Corporation filed a Certificate of Amendment to its Certificate of Incorporation to change the name of the Corporation to “Augusta Gold Corp.” and effect a reverse stock split of the Corporation’s shares of common stock on the basis of one (1) post-split share for every six (6) pre-split shares. The Certificate of Amendment has an effective time of 12:01 a.m. Eastern Standard Time on January 26, 2021. The name change and reverse stock split were previously disclosed in the Corporation’s definitive information statement on Schedule 14C as filed with the Commission on January 4, 2021.
The above description of the Certificate of Amendment is qualified in its entirety by the Certificate of Amendment which is filed herewith as Exhibit 3.1 and is incorporated herein by reference.
Item 7.01 Regulation FD
On January 7, 2021, the Corporation issued a press release that announced that the appointment of directors and management and its proposed name change and reverse stock split.
A copy of the press release is attached to this report as Exhibit 99.1. In accordance with General Instruction B.2 of Form 8-K, the information set forth herein and in the press release is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. The information set forth in Item 7.01 of this report shall not be deemed an admission as to the materiality of any information in this report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.
Item 9.01 Exhibits
|3.1||Certificate of Amendment|
|99.1||Press Release dated January 7, 2021*|
*The Exhibit relating to Item 7.01 is intended to be furnished to, not filed with, the SEC to Regulation FD.
Bullfrog Gold Corp. Exhibit
EX-3.1 2 tm213085d1_ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BULLFROG GOLD CORP. Bullfrog Gold Corp. (the “Corporation”),…
To view the full exhibit click
About BULLFROG GOLD CORP. (OTCMKTS:BFGC)
Bullfrog Gold Corp. (Bullfrog Gold) is an exploration-stage company engaged in the acquisition and exploration of properties that contain gold and other mineralization in the United States. The Company owns, controls or has acquired mineral rights on State lands, private lands and Federal patented and unpatented mining claims in the state of Nevada for the purpose of exploration and potential development of gold, silver and other metals on a total of approximately 4,380 acres. Its projects include Bullfrog Project, which lies approximately three miles northwest of the town of Beatty and over 116 miles northwest of Las Vegas, Nevada, and Klondike Project, which is located in the Alpha Mining District approximately 40 miles north of Eureka, Nevada. The initial property includes over 109 claims that cover approximately 2,180 acres. The Klondike claims lie approximately 10 miles north of the Mt. Hope molybdenum mine, which is under development as the molybdenum deposits.