SECOND AMENDMENT TO BINDING TERM SHEET
SECOND AMENDMENT
TO
BINDING TERM SHEET
This second amending agreement (the “ Second Amendment”) amends the binding term sheet dated as of September 7, 2020, as amended on October 7, 2020 (as amended, the “Term Sheet”), between Homestake Mining Company of California (“Homestake”), Lac Minerals (USA) LLC (“Lac Minerals”), Augusta Investments Inc. (“Augusta”) and Bullfrog Gold Corp. (“BFGC”, and together with Homestake, Lac Minerals and Augusta, the “Parties”), pursuant to which the Parties agreed to enter into an integrated transaction involving: (i) the purchase by BFGC of all of the Equity Interests in Bullfrog Mines LLC; and (ii) a concurrent financing in which the Augusta Group agreed to acquire Units of BFGC. The Parties agreed to amend the Term Sheet as follows:
A.Interpretation
Capitalized terms: | All capitalized terms used but not defined herein shall have the meaning ascribed to them in the Term Sheet. |
B.Amendment to Term Sheet
Amendment: | Section “E. Timing and Conditions to Closing – Termination:” of the Term Sheet is amended by deleting the words “31st day” and replacing them with “32nd day”. |
No other changes: | All of the terms and conditions of the Term Sheet remain in full force and effect, except to the extent explicitly provided herein. |
C.Miscellaneous
Date: | This Second Amendment is effective as of October 8, 2020 (the “Second Amendment Date”). |
Governing Law: | This Second Amendment shall be governed by the laws of the Province of Ontario, and any claims or disputes will be subject to the exclusive jurisdiction of the courts of the Province of Ontario. |
Counterparts: | Each Party to this Second Amendment may sign this Second Amendment and transmit the signed copy to the other Parties hereto who agree to accept it as if such document bore original signatures. This Second Amendment may be executed in one or more counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same instrument. |
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Tor#: 9842137.2
IN WITNESS WHEREOF the Parties have executed this Second Amendment as of the Second
Amendment Date.
HOMESTAKE MINING COMPANY OF CALIFORNIA
By: /s/ Xxxxxxx X. XxXxxxxx
Name:Xxxxxxx X. XxXxxxxx
Title: Director
LAC MINERALS (USA) LLC
By: /s/ Xxxxxxx X. XxXxxxxx
Name:Xxxxxxx X. XxXxxxxx
Title: Director
/s/ Xxxxxxx Xxxxxx |
Name:Xxxxxxx Xxxxxx |
Title:President |
|
By: /s/ Xxxxx Xxxxxx
Name:Xxxxx Xxxxxx
Title:CEO & President
AUGUSTA INVESTMENTS INC.
By: /s/ Xxxxxxx X. Xxxxx
Name:Xxxxxxx X. Xxxxx
Title:Director
Signature Page – Second Amendment to Binding Term Sheet
