BULLFROG GOLD CORP. (OTCMKTS:BFGC) Files An 8-K Unregistered Sales of Equity Securities

BULLFROG GOLD CORP. (OTCMKTS:BFGC) Files An 8-K Unregistered Sales of Equity Securities

BULLFROG GOLD CORP. (OTCMKTS:BFGC) Files An 8-K Unregistered Sales of Equity Securities
Item 3.02

Unregistered Sales of Equity Securities.

On February 12, 2019, the Company sold an aggregate of 16,700,000 shares (the “Units”) with gross proceeds to the Company of $835,000 to certain accredited investors (the “Investors”) to a subscription agreement (the “Subscription Agreement”). The proceeds from this offering were used for general corporate purposes.

Each Unit was sold for a purchase price of $0.05 per Unit and consisted of: (i) one share of the Company’s common stock, $0.0001 par value per share (the “Common Stock”) and (ii) a two-year warrant (the “Warrants”) to purchase fifty (50%) percent of the number of shares of Common Stock purchased at an exercise price of $0.10 per share, subject to adjustment upon the occurrence of certain events such as stock splits and dividends. In connection with the private placement, the Company issued an aggregate of 16,700,000 shares of its Common Stock

The foregoing is not a complete summary of the terms of the offering described in this Item 3.02 and reference is made to the complete text of the Subscription Agreement attached as Exhibits 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 14, 2019, and hereby incorporated by reference.

The Shares were issued to “accredited investors,” as such term is defined in the Securities Act of 1933, as amended (the “Securities Act”) and were offered and sold in reliance on the exemption from registration afforded by Section 4(2) and Regulation D (Rule 506) under the Securities.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.



Form of Subscription Agreement

Bullfrog Gold Corp. Exhibit
EX-10.1 2 bfgc_ex101.htm FORM OF SUBSCRIPTION AGREEMENT ex-10.1 SUBSCRIPTION AGREEMENT This Subscription Agreement (this “Agreement”) is being delivered to the purchaser identified on the signature page to this Agreement (the “Subscriber”) in connection with its investment in Bullfrog Gold Corp.,…
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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.