Barrick Gold and Augusta Group Join Bullfrog Gold Corp. in Nevada - Seite 2

David Beling commented, “Bullfrog is pleased to have Augusta and Barrick as significant shareholdersand strong supporters of the land and resource positions the Company has built in one of the most prolific gold exploration areas of Nevada.  Upon completion of the transaction, the Company will be well funded to timely complete several exploration programs and expedite development of the Bullfrog project in the best interest of all stakeholders, while pursuing other acquisitions and opportunities in the precious metal sector.” 

Richard Warke commented, “We are very excited to join forces with Barrick in this historic mining camp.  With the substantial resource that management at Bullfrog has identified to-date along with our injection of capital and expertise that our CEO Maryse Bélanger brings to the Company, we see a very exciting time ahead for Bullfrog and its shareholders.” 

Barrick President and CEO, Mark Bristow, said, “This is potentially another value-creating transaction which, once completed will consolidate assets to create an exciting new mining project, led by a skilled team and with strong financial backing.  It is also in line with Barrick’s strategy of bringing non-core assets to account.”

Terms of the Transaction 

• Bullfrog will acquire the Barrick Lands located in the Bullfrog mine area 125 miles northwest of Las Vegas.  
• Bullfrog will issue an expected 54.6 million units (the “Units”) at a deemed price of C$0.20 per Unit to Barrick, each Unit consisting of one share of common stock of Bullfrog (a “Share”) and one warrant exercisable for four years for one additional Share at a price of C$0.30. As a result, Barrick will own 15.9% of the Company on an undiluted basis, or 19.9% on a fully-diluted basis.
• Augusta will purchase 110.0 million Units at price of C$0.20 per Unit, for proceeds of C$22 million (the “Financing Transaction”). Each Unit having the same terms as the Units to be issued to Barrick in the Acquisition Transaction. As a result, Augusta will own 31.9% of the Company on an undiluted basis or 40.2% on a fully diluted basis. 
• The Mineral Lease and Option to Purchase agreement between Bullfrog and Barrick dated March 23, 2015 will be terminated and superseded, eliminating Barrick’s back-in right.
• Bullfrog will grant a 2% NSR royalty on all minerals produced from the Barrick Lands to Barrick, subject to a maximum aggregate NSR royalty of 5.5% on any individual mining claim and a minimum 0.5% NSR royalty granted to Barrick on any individual mining claim.
• Bullfrog will grant certain investor rights to each of Barrick and Augusta, including antidilution rights, so long as it continues to own at least 10% of Bullfrog’s Shares, calculated on a partially diluted basis.
• Barrick will have the right to appoint a director to the Board, so long as it continues to own at least 10% of Bullfrog’s Shares, calculated on a partially diluted basis.
• Augusta will have the right to appoint three directors to the Board.

New Board of Directors and Management Team