Barrick Signs Definitive Agreement with Bullfrog Gold
Barrick Gold Corporation (“Barrick”) announced today that
wholly-owned subsidiaries of Barrick and Bullfrog Gold Corp.
(“BFGC”) have entered into a definitive purchase agreement pursuant
to which Barrick will sell to BFGC all of Barrick’s mining claims,
historical resources, permits, rights of way and water rights in
the Bullfrog mine area. The transaction is expected to close during
the fourth quarter of 2020.
The Mineral Lease and Option to Purchase Agreement
between a subsidiary of BFGC and Barrick dated March 23, 2015,
as amended, has been terminated, eliminating Barrick’s back-in
As previously announced by BFGC, in consideration,
Barrick will receive 54,600,000 units (“Units”). Each Unit is
comprised of one share of common stock of BFGC and one whole
warrant that entitles the holder to purchase one share of capital
stock (a “Share”) in BFGC at an exercise price of $0.30 for four
years from the date of closing. On closing, Barrick will own
approximately 16.8% of BFGC’s total issued and outstanding Shares
or approximately 19.9% of BFGC’s Shares on a fully diluted basis.
BFGC will also grant to Barrick a 2% NSR royalty on all minerals
produced from the claims, decreasing to a minimum 0.5% NSR royalty
on certain claims already subject to royalties.
Concurrently, Augusta Investments Inc. (“Augusta”),
and certain other persons identified by Augusta, entered into
subscription agreements with BFGC pursuant to which BFGC will issue
and sell to the purchasers an aggregate of 110,000,000 Units for
total consideration of $22,000,000.
The closing of the transactions are
inter-conditional and subject to other customary conditions.
Barrick is acquiring the Units in BFGC for
investment purposes. Depending on market conditions and other
factors, including BFGC’s business and financial condition, Barrick
may acquire additional Units or other securities of BFGC or dispose
of some or all of the Units or other securities of BFCG that it
owns at such time.
In connection with the transaction, Barrick,
Augusta and BFGC will enter into an investor rights agreement on
closing pursuant to which, among other rights, so long as Barrick
maintains a minimum of 10% ownership in BFGC, Barrick will be
granted the right to appoint one director to BFGC’s Board of
Directors and the right to participate in future BFGC equity
issuances to maintain its then-current pro rata interest in
An early warning report will be filed by Barrick in
accordance with applicable securities laws. To obtain a copy of the
early warning report, please contact Kathy du Plessis, whose
contact details are included below.
Barrick is a senior gold mining company organized
under the laws of the Province of British Columbia. Barrick’s
corporate office is located at Brookfield Place, TD Canada Trust
Tower, Suite 3700, 161 Bay Street, P.O. Box 212, Toronto,
Ontario M5J 2S1. BFGC’s head office is located at 897 Quail Run
Drive, Grand Junction, Colorado 81505.
Kathy du PlessisInvestor and Media Relations+44 20
7557 7738Email: firstname.lastname@example.org
CAUTIONARY STATEMENT ON FORWARD-LOOKING
Certain information contained in this press
release, including any information relating to the proposed
disposition of the Target to and investment in BFGC constitutes
“forward-looking statements”. All statements, other than statements
of historical fact, are forward-looking statements. The words
“expect”, “will”, “potential”, “may” and similar expressions
identify forward-looking statements. In particular, this press
release contains forward-looking statements including, without
limitation, with respect to the expected completion of the
transaction, Barrick’s acquisition or disposition of securities of
BFGC in the future and Barrick’s governance and other rights in
relation to BFGC following closing. Forward-looking statements are
necessarily based upon a number of assumptions, including material
assumptions considered reasonable by Barrick as at the date of this
press release in light of management’s experience and perception of
current conditions and expected developments, and are inherently
subject to significant business, economic, and competitive
uncertainties and contingencies.
Many of these uncertainties and contingencies can
affect our actual results and could cause actual results to differ
materially from those expressed or implied in any forward-looking
statements made by, or on behalf of, us. Readers are cautioned not
to put undue reliance on forward-looking statements which are not
guarantees of future events, and speak only as of the date made.
Specific reference is made to the most recent Form 40-F/Annual
Information Form on file with the SEC and Canadian provincial
securities regulatory authorities for a more detailed discussion of
some of the factors underlying forward-looking statements, and the
risks that may affect Barrick’s ability to achieve the expectations
set forth in the forward-looking statements contained in this press
release. All of the forward-looking statements made in this press
release are qualified by these cautionary statements. Barrick
disclaims any intention or obligation to update or revise any
forward-looking statements whether as a result of new information,
future events or otherwise, except as required by applicable