MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • October 15th, 2020 • Bullfrog Gold Corp. • Metal mining • Nevada
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of this 9th day of October 2020 (the “Execution Date”), by and among Homestake Mining Company of California, a California corporation (“Homestake”) and Lac Minerals (USA) LLC, a Delaware limited liability company (“Lac Minerals” and together with Homestake, the “Sellers”), and Bullfrog Gold Corp., a Delaware corporation (the “Buyer”). Homestake shall act as the “Administrative Agent” for Sellers under this Agreement. Homestake, Lac Minerals and Buyer sometimes may be referred to in this Agreement individually as a “Party,” and collectively as the “Parties.”
COMMON STOCK PURCHASE WARRANT BULLFROG GOLD CORP.Security Agreement • October 15th, 2020 • Bullfrog Gold Corp. • Metal mining • Ontario
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time prior to the close of business on October [●], 2024 (the “Termination Date”) but not thereafter, to subscribe for and purchase from BULLFROG GOLD CORP., a Delaware corporation (the “Company”), up to [●] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock of the Company (“Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SUBSCRIPTION AGREEMENT FOR UNITS OF BULLFROG GOLD CORP.Subscription Agreement • October 15th, 2020 • Bullfrog Gold Corp. • Metal mining • Ontario
This Subscription Agreement (this “Agreement”) is being delivered to the purchaser identified on the signature page to this Agreement, being Augusta Investments Inc. (“Augusta” or the “Subscriber”), in connection with its investment in Bullfrog Gold Corp., a Delaware corporation (the “Company”). The Company is conducting a private placement (the “Offering”) of units (“Units”), as more fully described below, at a purchase price of C$0.20 per Unit (the “Purchase Price”). Each Unit will consist of: (i) one (1) share of the Company’s common stock (the “Common Stock”), par value US$0.0001 per share (the “Shares”), and (ii) one (1) four (4) year warrant to purchase one additional share of the Company’s common stock (a “Warrant Share”) at a per share exercise price of C$0.30 (or the prevailing equivalent United States dollar price calculated using the daily average exchange rate of the Bank of Canada on the Business Day (as defined below) prior to the date of exercise) (the “Exercise Price”),
