Item 1.01 Entry into a Material Definitive Agreement.

On January 16, 2020, Bullfrog Gold Corp. (the "Company") entered into subscription agreements ("Subscription Agreements") pursuant to which the Company sold an aggregate of 15,384,615 Units (the "Units") with gross proceeds to the Company of CAD$2,000,000 to certain accredited investors (the "Investors"). The proceeds from this offering will be used for general corporate purposes.

Each Unit was sold for a purchase price of CAD$0.13 per Unit and consisted of one share of the Company's common stock, $0.0001 par value per share (the "Common Stock") and a two year warrant to purchase fifty percent (50% or one-half warrant) of the number of Units purchased in the offering at a per share exercise price of CAD$0.20. In connection with the offering, the Company issued an aggregate of 7,692,308 shares of its Common Stock.

The Company paid a total of CAD$118,918 for finder's fees on subscriptions under the Offering, together with 914,750 share purchase warrants (the "Finder Warrants"). Each Finder Warrant entitles the holder to acquire one share of common stock at an exercise price of CAD$0.20 per share for a period of 24 months from the date of issuance.

The foregoing is not a complete summary of the terms of the offering described in this Item 1.01 and reference is made to the complete text of the form of Subscription Agreement and Warrant attached as exhibits to this report.

The Shares were issued to "accredited investors," as such term is defined in the Securities Act of 1933, as amended (the "Securities Act") and were offered and sold in reliance on the exemption from registration afforded by Section 4(2) and Regulation D (Rule 506) under the Securities Ac.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits.



Exhibit No.   Description

  10.1        Form of Subscription Agreement

  10.2        Form of Warrant























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