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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 May 23, 2017, the Company sold an aggregate of 10,200,000
units (the Units) with gross proceeds to the Company of $816,000
to certain accredited investors (the Investors) to a subscription
agreement (the Subscription Agreement). The proceeds from this
offering will be used primarily for general corporate purposes.

Each Unit was sold for a purchase price of $0.08 per Unit and
consisted of: (i) one share of the Companys common stock, $0.0001
par value per share (the Common Stock) and (ii) a two year
warrant (the Warrants) to purchase one hundred (50%) percent of
the number of shares of Common Stock purchased at an exercise
price of $0.15 per share, subject to adjustment upon the
occurrence of certain events such as stock splits and dividends.

The Warrants contains limitations on the holders ability to
exercise the Warrant in the event such exercise causes the holder
to beneficially own in excess of 4.99% of the Companys issued and
outstanding Common Stock, subject to a discretionary increase in
such limitation by the holder to 9.99% upon 61 days notice.

The foregoing is not a complete summary of the terms of the
Subscription Agreement and the Warrant, and is qualified in its
entirety by reference to the complete text of the Subscription
Agreement and the Warrant attached as Exhibits 10.1 and 10.2 to
this Current Report on Form 8-K, which are hereby incorporated by

The Units 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



Exhibit No .



Form of Subscription Agreement


Form of Warrant

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. BULLFROG GOLD CORP. (OTCMKTS:BFGC) Recent Trading Information
BULLFROG GOLD CORP. (OTCMKTS:BFGC) closed its last trading session up +0.0120 at 0.0850 with shares trading hands.

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