Bullfrog Announces Non-Brokered Private Placement of Units
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER, BC, Sept. 15, 2026 /CNW/ — Bullfrog Gold Corporation (“Bullfrog”) (TSXV: FROG, OTCQB: BFROF), announces a non-brokered private placement of up to 25,000,000 units with each unit consisting of one Bullfrog common share and one half-warrant, at a price of C$0.20 per unit for gross proceeds of up to C$5,000,000 (the “Offering“). Each whole warrant will be exercisable for one common share for 24 months from the date of closing at an exercise price of C$0.30 per common share.
The Offering is scheduled to close on or about September 29, 2026 and is subject to Bullfrog receiving all necessary regulatory approvals, including conditional approval from the TSX Venture Exchange (the “TSXV“) to list the common shares issuable pursuant to the Offering. All securities to be issued pursuant to the Offering will be subject to a four-month plus one day hold period from the date of closing under applicable securities laws in Canada.
The net proceeds of the Offering will be used by Bullfrog for exploration at the South Bullfrog project in Nevada, and for general working capital purposes. Up to 6% cash and 6% in non-transferable brokers’ warrants exercisable for 24 months from the date of closing may be payable to eligible persons as finders’ fees in connection with the Offering. The broker warrants will be exercisable at a price of C$0.20 per common share.
It is anticipated that there may be insider participation in the Offering and that such participation will constitute a related-party transaction as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). Bullfrog is relying on the exemptions from the formal valuation and minority shareholder approval requirements under sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the insiders’ participation does not exceed 25% of Bullfrog market capitalization. It is expected that the material change report relating to the Offering will not be filed at least 21 days before the closing of the Offering, and Bullfrog believes this to be reasonable because it will be prudent to close the Offering at the earliest possible opportunity.
SCP Resource Finance and Integrity Capital Group are acting as non-exclusive financial advisor to the Company in connection with the Offering.
This press release is not an offer to sell or the solicitation of an offer to buy the securities in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration under the securities laws of such jurisdiction. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from U.S. registration requirements and applicable U.S. state securities laws.
About Bullfrog Gold Corporation
Bullfrog Gold holds a 100% interest in the South Bullfrog gold project consisting of 488 BLM claims covering 10,050 acres in the heart of the Beatty District. The district was consolidated between 2021 and 2025 by AngloGold through the acquisitions of Corvus Gold, Coeur Sterling, and Augusta Gold. South Bullfrog is centrally located between AngloGold’s Bullfrog, North Bullfrog, and Arthur development projects. South Bullfrog is drill permitted with five drill ready gold targets supported by historic workings, surface pathfinder rock and soil geochemistry, surface alteration, magnetic, electromagnetic and gravity geophysics, and favourable host rocks.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release contains forward-looking information as such term is defined in applicable securities laws, which relate to future events or future performance and reflect management’s current expectations and assumptions. The forward-looking information includes statements about the receipt of all required approvals for the Offering; the amount and timing of closing the Offering; the use of proceeds of the Offering; and the future plans of Bullfrog. Such forward-looking statements reflect management’s current beliefs and are based on assumptions made by and information currently available to Bullfrog, including the assumption that approvals will be obtained and that the actual use of proceeds will be the same as that stated. Investors are cautioned that these forward-looking statements are neither promises nor guarantees and are subject to risks and uncertainties that may cause future results to differ materially from those expected. Risk factors that could cause actual results to differ materially from the results expressed or implied by the forward-looking information include, among other things, an ability to close the Offering and an ability to access financing as needed. Bullfrog cautions the reader that the above list of risk factors is not exhaustive. Except as required under applicable securities legislation, Bullfrog undertakes no obligation to publicly update or revise forward-looking information.
SOURCE Bullfrog Gold Corporation
