Attached files
file | filename |
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EX-10.3 - AUGUSTA GOLD CORP. | bfgc20140429_ex10-3.htm |
EX-10.1 - AUGUSTA GOLD CORP. | bfgc2014029_ex10-1.htm |
EX-10.2 - AUGUSTA GOLD CORP. | bfgc20140429_ex10-2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
____________________________________________________________
Date of Report (Date of earliest event reported): April 29, 2012
BULLFROG GOLD CORP.
(Exact Name of Registrant as Specified in Charter)
Delaware |
333-164908 | 41-2252162 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) | ||
897 Quail Run Drive, Grand Junction, Colorado | 81505 | |||
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (970) 628-1670
(Former name or former address, if changed since last report)
Copies to:
Harvey J. Kesner, Esq.
61 Broadway, 32nd Floor
New York, New York 10006
Telephone: (212) 930-9700
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 | Entry into a Material Definitive Agreement. |
Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
Item 3.02 | Unregistered Sales of Equity Securities |
On April 25, 2014 (“Closing Date”), Bullfrog Gold Corp. (the “Company”) entered into a Securities Purchase Agreement (“SPA”) for an unsecured 12.5% convertible promissory note (the “Note”) with NPX Metals, Inc (“NPX”), as the lender, in the amount of $220,000. The Note proceeds will be used to fund the Klondike Project located in Nevada and for general corporate purposes. The Company will pay an arrangement fee of 10% of the Note and issued 220,000 warrants to purchase one full share at a price of $0.35 within three years from the Closing Date. The Note principal and unpaid accrued interest will be due and payable 24 months from the Closing Date.
During the term of the Note, NPX may elect by giving five days to convert their Note and any accrued but unpaid interest thereon, into shares of the Company’s common shares at a conversion price equal to $0.25 per common share. Additionally, for each common share purchased there will be a three year warrant to purchase hundred percent of the number of shares purchased at a per share exercise price of $0.35.
The foregoing is not a complete summary of the terms of the SPA, and is qualified in its entirety by reference to the complete text of the SPA, the Convertible Promissory Note and the Form of Warrant attached as Exhibits 10.1, 10.2, 10.3, respectively, to this Current Report on Form 8-K, which are hereby incorporated by reference.
Item 9.01 | Financial Statements and Exhibits |
(d) | Exhibits. |
Exhibit No . | Description |
10.1 | Securities Purchase Agreement dated April 25, 2014 |
10.2 | Convertible Promissory Note date April 25, 2014 |
10.3 | Form of Warrant |
1 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: April 29, 2014 | BULLFROG GOLD CORP. | ||
By: | /s/ David Beling | ||
Name: David Beling | |||
Title: President, Chief Executive Officer and Chief Financial Officer |