Sec Form 13D Filing - BARRICK GOLD CORP filing for AUGUSTA GOLD CORP. (AUGG) - 2020-10-29

Item 1.

Security and Issuer

(a)

Title of Class of Securities:

Common Stock, $0.0001 par value per share (the “Common Stock”)

(b)

Name of Issuer:

Bullfrog Gold Corp. (the “Issuer”)

(c)

Address of Issuer’s Principal Executive Offices:

Suite 555 – 999 Canada Place

Vancouver, BC V6C 3E1

Item 2.

Identity and Background

(a)

Name of Reporting Person:

Barrick Gold Corporation (“Barrick” or the “Reporting Person”)

(b)

Address of Principal Business Office:

The principal business office of Barrick and each of its executive officers is

Brookfield Place, TD Canada Trust Tower,

Suite 3700

161 Bay Street, P.O. Box 212

Toronto, Ontario Canada M5J 2S1

(c)

Occupation, Employment and Other Information:

The principal business of Barrick and each of its executive officers is gold mining.   The additional information required for Barrick’s directors and executive officers is set forth in the table below.

Mark Bristow

South Africa

Barrick Gold Corporation – President and Chief Executive Officer

Brookfield Place, TD Canada Trust Tower,

Suite 3700

161 Bay Street, P.O. Box 212

Toronto, Ontario Canada M5J 2S1

Gold mining

Gustavo A. Cisneros

Spain, Venezuela and Dominican Republic

The Cisneros Group – Chairman

2 East 78th Street, New York, New York 10075

 

Media, entertainment, telecommunications and consumer products organization

Christopher L. Coleman

United Kingdom

Rothschild & Co. – group head of banking

New Court St Swithin’s Lane, London EC4N 8AL, United Kingdom

Investment banking

J. Michael Evans

Canada

Alibaba Group Holding Ltd. – President and Director

969 West Wen Yi Road, Yu Hang District, Hangzhou, 311121, China

Technology company

Brian L. Greenspun

USA

Greenspun Media Group – Chairman and Chief Executive Officer

2275 Corporate Circle, Henderson, NV 89074

Media company

Las Vegas Sun – Publisher and Editor

2275 Corporate Circle, Henderson, NV 89074

Newspaper

J. Brett Harvey

USA

Corporate Director

N/A

N/A

Andrew J. Quinn

United Kingdom

Corporate Director

N/A

N/A

Loreto Silva

Chile

Bofill Escobar Silva Abogados – Partner

Av. Apoquindo 3472, Piso 19, las Condes, Santiago, Chile CP 7550105

Law firm

John L. Thornton

USA

Barrick Gold Corporation – Executive Chairman

Brookfield Place, TD Canada Trust Tower,

Suite 3700

161 Bay Street, P.O. Box 212

Toronto, Ontario Canada M5J 2S1

Gold mining

John L. Thornton

See above

See above

Mark Bristow

See abo ve

See above

Graham Shuttleworth

South Africa and United Kingdom

Senior Executive Vice-President, Chief Financial Officer

Kevin Thomson

Canada

Senior Executive Vice-President, Strategic Matters

Grant Beringer

South Africa

Group Sustainability Executive

Mark Hill

Australia

Chief Operating Officer, Latin America and Asia Pacific

Willem Jacobs

South Africa

Chief Operating Officer, Africa and Middle East

Robert Krcmarov

Canada and Australia

Executive Vice-President, Exploration and Growth

Rodney Quick

South Africa and United Kingdom

Mineral Resource Management and Evaluation Executive

Catherine Raw

United Kingdom

Chief Operating Officer, North America

Darian Rich

USA

Human Resources Executive

John Steele

United Kingdom

Metallurgy, Engineering and Capital Projects Executive

Greg Walker

Australia

Executive Managing Director, Nevada Gold Mines

Lois Wark

United Kingdom and South Africa

Group Corporate Communications and Investor Relations Executive

(d)

Criminal convictions:

None of Barrick, its directors or executive officers has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

Civil proceedings:

None of Barrick, its directors or executive officers has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which Barrick or any such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)

Citizenship:

Barrick is a corporation organized under the laws of British Columbia.  The citizenship of each of Barrick’s directors and executive officers is set forth in the table above.

Item 3.

Source and Amount of Funds or Other Consideration:

On October 9, 2020, the Issuer entered into a membership interest purchase agreement (the “Purchase Agreement”) with Homestake Mining Company of California (“Homestake”), and Lac Minerals (USA) LLC (“Lac Minerals” and together with Homestake, the “Barrick Parties”).  Pursuant to the Purchase Agreement, the Issuer purchased from the Barrick Parties, and the Barrick Parties sold to the Issuer, all of the equity interests (the “Equity Interests”) in Bullfrog Mines LLC (“BMLLC”), the successor by conversion of Barrick Bullfrog Inc. (the “Acquisition Transaction”) on October 26, 2020.

Pursuant to the Acquisition Transaction, in consideration for the purchase of the Equity Interests in BMLLC, the Issuer has issued to Barrick, (i) 54,600,000 units of the Issuer (the “Units”), each Unit consisting of one share of Common Stock and one four-year warrant to purchase one share of Common Stock at an exercise price of C$0.30, (ii) a 2% net smelter returns royalty granted on all minerals produced from the Patented Claims and the Unpatented Claims (each as defined in the Purchase Agreement), pursuant to a royalty deed among BMLLC and the Barrick Parties, and (iii) certain investor rights, including anti-dilution rights, pursuant to an investor rights agreement dated as of October 26, 2020 (the “Investor Rights Agreement”), among the Issuer, Augusta Investments Inc., and Barrick. Pursuant to the Investor Rights Agreement, the Issuer has granted to Barrick the right to designate one member of the Board of Directors of the Issuer, subject to the terms and conditions set forth therein.

The foregoing descriptions of the Purchase Agreement and the Investor Rights Agreement do not purport to be complete and each is qualified in its entirety by reference to the full text of the Purchase Agreement, which is incorporated by reference as Exhibit 1, and the Investor Rights Agreement, which is incorporated by reference as Exhibit 2.

Item 4.

Purpose of Transaction:

Item 3 of this Schedule 13D summarizes certain provisions of the Purchase Agreement and the Investor Rights Agreement and is incorporated herein by reference.

Barrick, through the Barrick Parties, acquired the Units for investment purposes. Barrick may, from time to time, subject to the terms of the Investor Rights Agreement, the terms of such securities and any applicable legal requirements, acquire additional Common Stock, Warrants or other securities of the Issuer or dispose of some or all of the Common Stock, Warrants or other securities of the Issuer that it owns at such time.  Except as otherwise disclosed in Item 3, Barrick currently has no plans or intentions that relate to or would result in any of the actions listed in subparagraphs (a)-(j) of Item 4 of Schedule 13D, but depending on market conditions, general economic conditions and industry conditions, the trading prices of the Issuer’s securities, the Issuer’s business and financial condition and prospects and/or other relevant factors, Barrick may develop such plans or intentions in the future.

See Item 3 for a proposed change to the Issuer’s Board of Directors.

Item 5.

Interest in Securities of the Issuer:

(a)

In addition to the 54,600,000 shares of Common Stock, Barrick also owns Warrants to purchase an additional 54,600,000 shares of Common Stock.  Barrick is deemed to beneficially own the 54,600,000 shares of Common Stock issuable upon exercise of the Warrants. Barrick has sole voting power and sole dispositive power with respect to a total of 109,200,000 shares of Common Stock.

The aggregate amount of shares of Common Stock beneficially owned by Barrick represents approximately 28.7% of the Common Stock as calculated for purposes of this Schedule 13D.  Pursuant to Rule 13d-3(d)(1) under the Securities Exchange Act of 1934, the shares of Common Stock issuable upon exercise of the Warrants are deemed to be outstanding for the purpose of computing the percentage of outstanding securities of the class beneficially owned by Barrick, although these shares are not deemed to be outstanding for the purpose of computing the percentage of the class owned by any other person.  Accordingly, Barrick’s percentage ownership is calculated based on an assumed number of shares outstanding equal to 380,430,237, which represents the sum of (i) the 325,830,237 shares of Common Stock outstanding after giving effect to the transactions occurring on or prior to the date hereof as described in the Current Report on Form 8-K filed by Bullfrog Gold Corp. on October 29, 2020 and (ii) 54,600,000 shares of Common Stock issuable upon exercise of the Warrants beneficially owned by Barrick.  The foregoing assumed number of shares outstanding does not include shares of Common Stock issuable upon the exercise of any other outstanding options, warrants, rights or conversion privileges.

(b)

Number of shares as to which Barrick has:

(i)

Sole power to vote or to direct the vote: 109,200,000 shares.

(ii)

Shared power to vote or to direct the vote: 109,200,000 shares.

(iii)

Sole power to dispose or direct the disposition: 109,200,000 shares.

(iv)

Shared power to dispose or direct the disposition: 109,200,000 shares.

(c)

The information provided in Item 3 is hereby incorporated by reference herein.

(d)

Not applicable.

(e)

Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer:

Item 3 of this Schedule 13D summarizes certain provisions of the Purchase Agreement and the Investor Rights Agreement and is incorporated herein by reference.

Item 7.

Material to Be Filed as Exhibits:

Exhibit 1 – Membership Interest Purchase Agreement dated as of October 9, 2020, among Homestake Mining Company, Lac Minerals (USA) LLC and Bullfrog Gold Corp. (incorporated by reference to Exhibit 2.1 of the Issuer’s Current Report on Form 8-K filed with the SEC on October 15, 2020).

Exhibit 2 – Form of Investor Rights Agreement dated as of October 26, 2020, among Bullfrog Gold Corp., Barrick Gold Corporation and Augusta Investments Inc. (incorporated by reference to Exhibit 10.5 of the Issuer’s Current Report on Form 8-K filed with the SEC on October 29, 2020).