ex-10.1

 

  
 
 	 	
	 

        3500 S Wadsworth Blvd  Suite 405  Lakewood  Colorado  80235
        Switchboard +1 303 986 5135
        Facsimile +1 303 986 5136
 

          A member of the FirstRand Group
	 


 
 
 

 	 	 	
	  
	 Standard Gold Corp.
 897 Quail Run Drive
 Grand Junction, CO 81505
United States of America
	 30 June 2016

	  
	 Bullfrog Gold Corp. 
 897 Quail Run Drive
 Grand Junction, CO 81505
 United States of America
	  

	  
	 RMB Australia Holdings Limited
 Level 15, 60 Castlereagh Street
 Sydney, New South Wales 2000
 Australia
	  

	  
	 RMB Resources Inc.
 Suite 405
 3500 Wadsworth Boulevard
 Lakewood, CO 80235
 United States of America
	  


 

 Dear Sirs
 

 	 	
	  
	 Standard Gold Corp., Bullfrog Gold Corp., RMB Australia Holdings Limited and RMB Resources Inc. - Payout Letter


 

 1
 Background
 

 We refer to:
 

 (a)
 the facility agreement dated as of 12 December 2012 between Standard Gold Corp. (as Borrower), Bullfrog Gold Corp. (as Guarantor), RMB Australia Holdings Limited (RMBAH) (as Financier) and RMB Resources Inc. (as Agent) (Facility Agreement); and
 

 (b)
 the promissory note due 10 December 2014 granted by the Borrower in favour of RMBAH (Promissory Note).
 

 2
 Definitions and interpretation
 

 Unless otherwise specified, capitalised terms in this letter have the meaning given to them under the Facility Agreement.
 

 3
 Payout of the Facility Agreement
 

 (a)
 The Guarantor has notified the Agent that on or before 15 July 2016 (Payout Date), the Guarantor will: 
 

 (1)
 pay in cash to [the Agent][RMBAH] US$250,000 (RMBAH Payout Amount), in accordance with the instructions set out in the Schedule to this letter; and 
 


 
 

 (2)
 issue 1 million Shares to RMBAH, 
 (Completion). 
 

 (b)
 In order to satisfy paragraph 3(a)(2), the Guarantor must:
 

 (1)
 issue the Shares free from any Encumbrance or other third party rights; 
 

 (2)
 obtain all approvals required to permit the issue of the Shares to RMBAH and to ensure the Shares are, subject to paragraph 3(b)(4), tradeable by RMBAH on the Exchange;
 

 (3)
 provide evidence to RMBAH of the due allotment and issue of the Shares; and 
 

 (4)
 issue a share certificate to RMBAH evidencing the foregoing and bearing the following legend:
 “The securities of Bullfrog Gold Corp. (the “Company”) evidenced by this Certificate have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws, and no interest may be sold, distributed, assigned, offered, pledged or otherwise transferred unless (i) there is an effective registration statement under the Securities Act and applicable state securities laws covering any transaction involving the securities, (ii) the Company receives an opinion of legal counsel for the holder of the securities satisfactory to the Company stating that the transaction is exempt from registration, or (iii) the Company otherwise satisfies itself that the transaction is exempt from registration. The Company will not require the holder to provide a legal opinion for transfers of these securities if a transfer is made in full compliance with Rule 144 of the Securities Act.”.
 

 4
 RMBAH and Agent acknowledgments and agreements
 

 Each of RMBAH and the Agent acknowledges and agrees that upon Completion:
 

 (a)
 each of the Borrower and the Guarantor is released, forever and in full, from its obligations and liabilities under the Facility Agreement and each other Transaction Document, excluding those obligations and liabilities arising under: 
 

 (1)
 this letter; and
 

 (2)
 any documents necessary, expedient or desirable to give effect to the releases contemplated by this letter;
 

 (b)
 the Guarantor is released, forever and in full, from its obligations under any guarantee given under the Facility Agreement and any guarantee made by the Guarantor in favour of RMBAH or the Agent is terminated and is of no further force and effect; 
 

 (c)
 the:
 

 (1)
 Securities; and
 

 (2)
 any other Encumbrances granted in connection with the Facility Agreement or any other Transaction Documents,
 

 (together, the Released Assets) are released and discharged and the Guarantor and its counsel are irrevocably authorised to terminate all registrations and recordings filed in connection with the Released Assets, including those set out in paragraph 5.
 


 page 2
 

 
 

 5
 Further assurance
 

 (a)
 Within 5 Business Days after the Payout Date, to reflect the release of the security under this letter, RMBAH must:
 

 (1)
 file terminations of the Uniform Commercial Code-1 documents in the Secretary of State offices in Delaware, Colorado and Nevada; and
 

 (2)
 record a Substitution of Trustee in the official real estate records of Nye County, Nevada, naming itself as “Trustee”, and reconveying the “Property” (as those terms are defined in the Bullfrog Gold Project Deed of Trust) to the Borrower.
 

 (b)
 In addition to paragraph 5(a) of this letter, RMBAH and the Agent must take all reasonable steps and execute all documents reasonably required by the Guarantor and the Borrower to give effect to paragraph 4(a) of this letter.
 

 6
 Release by Guarantor
 

 Except for RMBAH and the Agent’s obligations under this letter, upon Completion, each of the Borrower and the Guarantor releases and discharges, forever and in full, RMBAH and the Agent of and from any and all actions, causes of action, suits, debts, duties, accounts, bonds, covenants, contracts, claims and demands whatsoever which it now has or will have for or by reason of or arising out of or in connection with any of the Facility Agreement or any of the other Transaction Documents. 
 

 7
 Miscellaneous
 

 (a)
 This letter shall be governed by and construed in accordance with the laws of the State of Colorado and the laws of the United States of America which are applicable in the State of Colorado.  
 

 (b)
 This letter may be signed in any number of counterparts (including counterparts by facsimile or other electronic transmission) and all counterparts together constitute one and the same instrument. 
 

 8
 Acceptance and termination
 

 The undersigned has signed below to indicate its consent to be bound by the terms and conditions of this letter. By countersigning this letter the Guarantor and the Borrower acknowledge and agree to the terms of this letter.
 

 The provisions of this letter will inure to the benefit of and be binding upon the parties to this letter and their respective successors and assigns.  
 

 Unless RMBAH and the Agent agree in writing otherwise, if Completion does not occur by the Payout Date, this letter will automatically terminate and be of no further force or effect.
 

 

 

 [Remainder of page left intentionally blank]
 

 

 

 


 page 3
 

 
 

 

 Yours truly,
 

 	 	 	
	  
	 RMBAH

	  
	  

	  
	 Signed for 
 RMB Australia Holdings Limited
 by its attorney

	  
	  

	 sign here
	 /s/ Rowen Cross
	  

	  
	 Attorney
	  

	  
	  
	  

	 print name
	 Rowen Cross
	  

	  
	  
	  

	  
	  
	  

	 sign here
	 /s/ Lauren Claxon
	  

	  
	 Witness
	  

	  
	  
	  

	 print name
	 Lauren Claxon
	  

	  
	  

	  
	  

	  
	  

	  
	 Agent 

	  
	  

	  
	 Signed for 
 RMB Resources Inc.
 by its attorney

	  
	  

	 sign here
	 /s/ Rowen Cross
	  

	  
	 Attorney
	  

	  
	  
	  

	 print name
	 Rowen Cross
	  

	  
	  
	  

	  
	  
	  

	 sign here
	 /s/ Lauren Claxon
	  

	  
	 Witness
	  

	  
	  
	  

	 print name
	 Lauren Claxon
	  

	  
	  


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 page 4
 

 
 Acknowledgment and acceptance
 

 	 	 	
	  
	 Borrower

	  
	  

	  
	 Signed by 
 Standard Gold Corp.
 by its authorized signatories

	  
	  

	 sign here
	 /s/ David C. Beling
	  

	  
	  
	  

	  
	  
	  

	 print name
	 David C. Beling
	  

	  
	  
	  

	  
	  
	  

	 sign here
	  
	  

	  
	  
	  

	  
	  
	  

	 print name
	  
	  

	  
	  

	  
	  

	  
	  

	  
	 Guarantor

	  
	  

	  
	 Signed by 
 Bullfrog Gold Corp.
 by its authorized signatories

	  
	  

	 sign here
	 /s/ David C. Beling
	  

	  
	 Attorney
	  

	  
	  
	  

	 print name
	 David C. Beling
	  

	  
	  
	  

	  
	  
	  

	 sign here
	  
	  

	  
	  
	  

	  
	  
	  

	 print name
	  
	  

	  
	  


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 page 5
 

 
 

 

 Schedule
 

 Payment wire instructions
 

 [omitted]