WARRANT	 
	NO. Q22014-1	BULLFROG GOLD CORP.	 880,000 Shares
	
         

         
	 	 


 


WARRANT TO PURCHASE COMMON STOCK


 


VOID AFTER 5:30 P.M., EASTERN


TIME, ON THE EXPIRATION DATE


 


THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE
OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD,
PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF
APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM.


 


FOR VALUE RECEIVED, BULLFROG GOLD CORP.,
a Delaware corporation (the “Company”), hereby agrees to sell upon the terms and on the conditions hereinafter
set forth, but no later than 5:30 p.m., Eastern Time, on the Expiration Date (as hereinafter defined) to NPX Metals Inc or registered
assigns (the “Holder”), under the terms as hereinafter set forth, eight hundred eighty thousand (880,000)
fully paid and non-assessable shares of the Company’s Common Stock, par value $0.0001 per share (the “Warrant Stock”),
at a purchase price of $0.35  per share (the “Warrant Price”), pursuant to this warrant (this “Warrant”).  The
number of shares of Warrant Stock to be so issued and the Warrant Price are subject to adjustment in certain events as hereinafter
set forth.  The term “Common Stock” shall mean, when used herein, unless the context otherwise requires,
the stock and other securities and property at the time receivable upon the exercise of this Warrant.  Capitalized terms
used and not otherwise defined herein shall have the meanings set forth in that certain Subscription Agreement (the “Subscription
Agreement”), dated as of the date hereof, entered into by the Company, the Holder and the other signatories thereto.


 


1.           Exercise
of Warrant.


 


a.           The
Holder may exercise this Warrant according to its terms by surrendering this Warrant to the Company at the address set forth in
Section 11, the Notice of Exercise attached hereto having then been duly executed by the Holder, accompanied by cash, certified
check or bank draft in payment of the purchase price, in lawful money of the United States of America, for the number of shares
of the Warrant Stock specified in the Notice of Exercise, or as otherwise provided in this Warrant, prior to 5:30 p.m., Eastern
Time, 36 months after the conversion of the 12.5% Convertible Note dated April 25, 2014 between the Company and the Holder (the
“Expiration Date”).


 


 


b.           No
fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. The Company shall
pay cash in lieu of fractions with respect to the Warrants based upon the fair market value of such fractional shares of Common
Stock (which shall be the closing price of such shares on the exchange or market on which the Common Stock is then traded) at the
time of exercise of this Warrant.


 


c.           In
the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the Warrant Stock so purchased,
registered in the name of the Holder, shall be delivered to the Holder within  three (3) trading days after such rights
shall have been so exercised. The person or entity in whose name any certificate for the Warrant Stock is issued upon exercise
of the rights represented by this Warrant shall for all purposes be deemed to have become the holder of record of such shares immediately
prior to the close of business on the date on which the Warrant was surrendered and payment of the Warrant Price and any applicable
taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment
is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the




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holder of such shares at the opening of business on the next
succeeding date on which the stock transfer books are open. The Company shall pay any and all documentary stamp or similar issue
or transfer taxes payable in respect of the issue or delivery of shares of Common Stock on exercise of this Warrant.


 


2.           Disposition
of Warrant Stock and Warrant.


 


a.           The
Holder hereby acknowledges that this Warrant and any Warrant Stock purchased pursuant hereto are, as of the date hereof, not registered:
(i) under the Securities Act of 1933, as amended (the “Securities Act”),  on the ground that the issuance
of this Warrant is exempt from registration under Section 4(2) of the Securities Act as not involving any public offering or (ii)
under any applicable state securities law because the issuance of this Warrant does not involve any public offering; and that the
Company’s reliance on the Section 4(2) exemption of the Act, as the case may be, and under applicable state securities laws
is predicated in part on the representations hereby made to the Company by the Holder that it is acquiring this Warrant and will
acquire the Warrant Stock for investment for its own account, with no present intention of dividing its participation with others
or reselling or otherwise distributing the same, subject, nevertheless, to any requirement of law that the disposition of its property
shall at all times be within its control.


 


The Holder hereby agrees that it will not
sell or transfer all or any part of this Warrant and/or Warrant Stock unless and until it shall first have given notice to the
Company describing such sale or transfer and furnished to the Company either (i) an opinion, reasonably satisfactory to counsel
for the Company, of counsel (skilled in securities matters, selected by the Holder) to the effect that the proposed sale or transfer
may be made without registration under the Act and without registration or qualification under any state law, or (ii) an interpretative
letter from the Securities and Exchange Commission to the effect that no enforcement action will be recommended if the proposed
sale or transfer is made without registration under the Act.


 


b.           If,
at the time of issuance of the shares issuable upon exercise of this Warrant, no registration statement is in effect with respect
to such shares under applicable provisions of the Act, the Company may at its election require that the Holder provide the Company
with written reconfirmation of the Holder’s investment intent and that any stock certificate delivered to the Holder of a
surrendered Warrant shall bear legends reading substantially as follows:


 


“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OR AN OPINION OF COUNSEL THAT REGISTRATION IS NOT REQUIRED
UNDER SAID ACT.”


 


In addition, so long as the foregoing legend may remain on
any stock certificate delivered to the Holder, the Company may maintain appropriate “stop transfer” orders with respect
to such certificates and the shares represented thereby on its books and records and with those to whom it may delegate registrar
and transfer functions.


 


3.           Reservation
of Shares.  The Company hereby agrees that at all times there shall be reserved for issuance upon the exercise of
this Warrant such number of shares of its Common Stock as shall be required for issuance upon exercise of this Warrant.  The
Company further agrees that all shares which may be issued upon the exercise of the rights represented by this Warrant will be
duly authorized and will, upon issuance and against payment of the exercise price, be validly issued, fully paid and non-assessable,
free from all taxes, liens, charges and preemptive rights with respect to the issuance thereof, other than taxes, if any, in respect
of any transfer occurring contemporaneously with such issuance and other than transfer restrictions imposed by federal and state
securities laws.


 


 


4.           Exchange,
Transfer or Assignment of Warrant.  This Warrant is exchangeable, without expense, at the option of the Holder, upon
presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants of different
denominations, entitling the Holder or Holders thereof to purchase in the aggregate the same number of shares of Common Stock purchasable
hereunder.  Upon surrender of this Warrant




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to the Company or at the office of its stock transfer agent,
if any, with the Assignment Form annexed hereto duly executed and funds sufficient to pay any transfer tax, the Company shall,
without charge, execute and deliver a new Warrant in the name of the assignee named in such instrument of assignment and this Warrant
shall promptly be canceled. This Warrant may be divided or combined with other Warrants that carry the same rights upon presentation
hereof at the office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying
the names and denominations in which new Warrants are to be issued and signed by the Holder hereof.


 


5.           Capital
Adjustments.  This Warrant is subject to the following further provisions:


 


a.           Share
Issuance.  Until the Expiration Date, other than in connection with


(i) full or partial consideration in connection
with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation
or other entity which holders of such securities or debt are not at any time granted registration rights equal to or greater than
those granted to the Subscribers,


(ii) the Company’s issuance of securities
in connection with strategic license agreements and other partnering arrangements so long as such issuances are not primarily for
the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights equal
to or greater than those granted to the Subscribers,


(iii) securities issued upon the exercise
or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued
and outstanding on the date of this Warrant on the terms in effect on the Closing Date,  


(iv) as a result of the exercise of Warrants
or conversion of the Series B Preferred Stock issued pursuant to the Subscription Agreement,


(v) the Company’s issuance of Common
Stock or the issuances or grants of options to purchase Common Stock to consultants and service providers approved by seventy percent
(70%) in amount of the Shares sold in the Offering, including the Series B Preferred Stock, voting as a group, held as of the date
of approval (“Subscriber Consent”), and


(vi) any and all securities required to
be assumed by the Company by the terms thereof as a result of any of the foregoing even if issued by a predecessor acquired in
connection with a business combination, merger or share exchange (collectively, the foregoing (i) through (v) are “Excepted
Issuances”), if at any time for a period of 12 months from the date of the Final Closing Date of the Offering with respect
to the Shares and the Preferred Shares the Company shall issue any Common Stock except for the Excepted Issuances prior to
the complete exercise of this Warrant, for a consideration less than the Warrant Price that would be in effect at the time of such
issuance, then, and thereafter successively upon each such issuance, the Warrant Price shall be reduced to such other lower price
for then outstanding Warrants.  For purposes of this adjustment, any agreement entered for or the issuance of any security
or debt instrument of the Company carrying the right to convert such security or debt instrument into Common Stock or of any warrant,
right or option to purchase Common Stock shall result in an adjustment to the Warrant Price upon the issuance of the above-described
security, debt instrument, warrant, right, or option if such issuance is at a price lower than the Warrant Price in effect upon
such issuance and again at any time upon any actual, permitted, optional, or allowed issuances of shares of Common Stock upon any
actual, permitted, optional, or allowed exercise of such conversion or purchase rights if such issuance is at a price lower than
the Warrant Price in effect upon any actual, permitted, optional, or allowed such issuance.  Common Stock issued or issuable
by the Company for no consideration will be deemed issuable or to have been issued for $0.0001 per share of Common Stock.  The
Company shall not enter into any variable, floating rate or similar agreement providing for issuance of any equity securities of
the Company or convertible into securities of the Company on any basis in which the conversion or strike price thereof is determined
on the basis of the market price of the Common Stock of the Company.


 


b.           Subdivision
or Combination of Shares.  If the Company at any time while this Warrant remains outstanding and unexpired shall
subdivide or combine its Common Stock, the number of shares of Warrant Stock purchasable upon exercise of this Warrant and the
Warrant Price shall be proportionately adjusted.


 


c.           Stock
Dividends and Distributions.  If the Company at any time while this Warrant is outstanding and unexpired shall issue
or pay the holders of its Common Stock, or take a record of the holders of its Common Stock for the purpose of entitling them to
receive, a dividend payable in, or other distribution of, Common




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Stock, then (i) the Warrant Price shall be adjusted in accordance
with Section 5(f) and (ii) the number of shares of Warrant Stock purchasable upon exercise of this Warrant shall be adjusted to
the number of shares of Common Stock that the Holder would have owned immediately following such action had this Warrant been exercised
immediately prior thereto.


 


d.           Stock
and Rights Offering to Shareholders.  If the Company shall at any time after the date of issuance of this Warrant
distribute to all holders of its Common Stock any shares of capital stock of the Company (other than Common Stock) or evidences
of its indebtedness or assets (excluding cash dividends or distributions paid from retained earnings or current year’s or
prior year’s earnings of the Company) or rights or warrants to subscribe for or purchase any of its securities (excluding
those referred to in the immediately preceding paragraph) (any of the foregoing being hereinafter in this paragraph called the
“Securities”), then in each such case, the Company shall reserve shares or other units of such Securities for distribution
to the Holder upon exercise of this Warrant so that, in addition to the shares of the Common Stock to which such Holder is entitled,
such Holder will receive upon such exercise the amount and kind of such Securities which such Holder would have received if the
Holder had, immediately prior to the record date for the distribution of the Securities, exercised this Warrant.


 


e.           Fundamental
Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related
transactions effects any merger or consolidation of the Company with or into another Person (for purposes herein, “Person”
shall be defined as an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture,
limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind),
(ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition
of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer,
tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock
are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders
of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects
any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which
the Common Stock is effectively converted into or exchanged for other securities, cash or property, (v) the Company, directly or
indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including,
without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other
Person acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other
Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or
share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent
exercise of this Warrant, the Holder shall have the right to receive, for each share of Warrant Stock that would have been issuable
upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard
to any limitation in Section 6 on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring
corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”)
receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant
is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 6 on the exercise
of this Warrant).  For purposes of any such exercise, the determination of the Exercise Price shall be appropriately
adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share
of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration
in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration.  If
holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction,
then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant
following such Fundamental Transaction.  Notwithstanding anything to the contrary, in the event of a Fundamental Transaction
that is (1) an all cash transaction, (2) a “Rule 13e-3 transaction” as defined in Rule 13e-3 under the Exchange Act,
or (3) a Fundamental Transaction involving a person or entity not traded on a national securities exchange, the Company or any
Successor Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with, or within 30
days after, the consummation of the Fundamental Transaction, purchase this Warrant from the Holder by paying to the Holder an amount
of cash equal to the Black Scholes Value of the remaining unexercised portion of this Warrant on the date of the consummation of
such Fundamental Transaction.  “Black Scholes Value” means the value of this Warrant based on the
Black and Scholes




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Option Pricing Model obtained from the “OV” function
on Bloomberg, L.P. (“Bloomberg”) determined as of the day of consummation of the applicable Fundamental Transaction
for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to
the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date, (B) an
expected volatility equal to the greater of 100% and the 100 day volatility obtained from the HVT function on Bloomberg as of the
Trading Day immediately following the public announcement of the applicable Fundamental Transaction, (C) the underlying price per
share used in such calculation shall be the sum of the price per share being offered in cash, if any, plus the value of any non-cash
consideration, if any, being offered in such Fundamental Transaction and (D) a remaining option time equal to the time between
the date of the public announcement of the applicable Fundamental Transaction and the Termination Date.  The Company
shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor
Entity”) to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents
in accordance with the provisions of this Section 5(e) pursuant to written agreements in form and substance reasonably satisfactory
to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option
of the holder of this Warrant, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced
by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number
of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable
and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such
Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock
(but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value
of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting
the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably
satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity
shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this
Warrant and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity),
and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant
and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein.


 


f.           Warrant
Price Adjustment.  Except as otherwise provided herein, whenever the number of shares of Warrant Stock purchasable
upon exercise of this Warrant is adjusted, as herein provided, the Warrant Price payable upon the exercise of this Warrant shall
be adjusted to that price determined by multiplying the Warrant Price immediately prior to such adjustment by a fraction (i) the
numerator of which shall be the number of shares of Warrant Stock purchasable upon exercise of this Warrant immediately prior to
such adjustment, and (ii) the denominator of which shall be the number of shares of Warrant Stock purchasable upon exercise of
this Warrant immediately thereafter.


 


g.           Certain
Shares Excluded.  The number of shares of Common Stock outstanding at any given time for purposes of the adjustments
set forth in this Section 5 shall exclude any shares then directly or indirectly held in the treasury of the Company.


 


h.           Deferral
and Cumulation of De Minimis Adjustments.  The Company shall not be required to make any adjustment pursuant to this
Section 5 if the amount of such adjustment would be less than one percent (1%) of the Warrant Price in effect immediately before
the event that would otherwise have given rise to such adjustment.  In such case, however, any adjustment that would
otherwise have been required to be made shall be made at the time of and together with the next subsequent adjustment which, together
with any adjustment or adjustments so carried forward, shall amount to not less than one (1%) percent of the Warrant Price in effect
immediately before the event giving rise to such next subsequent adjustment.


 


i.           Duration
of Adjustment.  Following each computation or readjustment as provided in this Section 5, the new adjusted Warrant
Price and number of shares of Warrant Stock purchasable upon exercise of this Warrant shall remain in effect until a further computation
or readjustment thereof is required.


 


6.           Limitation
on Exercises.


 




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 (i) Notwithstanding anything to
the contrary set forth in this Warrant, at no time may all or a portion of the Warrant be exercised if the number of shares of
Common Stock to be issued pursuant to such exercise would exceed, when aggregated with all other shares of Common Stock owned by
the Holder at such time, the number of shares of Common Stock which would result in the Holder beneficially owning (as determined
in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules
thereunder) more than 4.99% of all of the Common Stock outstanding at such time; provided, however, that upon the
Holder providing the Corporation with sixty-one (61) days’ advance notice (the “4.99% Waiver Notice”) that the
Holder would like to waive this Section 6 (i) with regard to any or all shares of Common Stock issuable upon exercise of this Warrant,
this Section 6 (i) will be of no force or effect with regard to all or a portion of this Warrant referenced in the 4.99% Waiver
Notice.


 


(ii)           Notwithstanding
anything to the contrary set forth in this Warrant, at no time may all or a portion of this Warrant be exercised if the number
of shares of Common Stock to be issued pursuant to such exercise, when aggregated with all other shares of Common Stock owned by
the Holder at such time, would result in the Holder beneficially owning (as determined in accordance with Section 13(d) of the
Exchange Act and the rules thereunder) in excess of 9.99% of the then issued and outstanding shares of Common Stock outstanding
at such time; provided, however, that upon the Holder providing the Corporation with sixty-one (61) days’ advance
notice (the “9.99% Waiver Notice”) that the Holder would like to waive this Section 6 (ii) with regard to any or all
shares of Common Stock issuable upon exercise of this Warrant, this Section 6 (ii) will be of no force or effect with regard to
all or a portion of this Warrant referenced in the 9.99% Waiver Notice.


 


(iii)           For
purposes of this Warrant, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of
outstanding shares of Common Stock as reflected in (1) the Company's most recent Form 10-K, Form 10-Q,  Current Report
on Form 8-K or other public filing with the Securities and Exchange Commission, as the case may be, (2) a more recent public announcement
by the Company or (3) any other notice by the Company setting forth the number of shares of Common Stock outstanding.  For
any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) business day confirm orally
and in writing to the Holder the number of shares of Common Stock then outstanding.  In any case, the number of outstanding
shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including
this Warrant, by the Holder and its affiliates since the date as of which such number of outstanding shares of Common Stock was
reported.  The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity
with the terms of this Section 6 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with
the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly
give effect to such limitation.


 


7.           Notice
to Holders.


 


a.           Notice
of Record Date.  In case:


 


(i)           the
Company shall take a record of the holders of its Common Stock (or other stock or securities at the time receivable upon the exercise
of this Warrant) for the purpose of entitling them to receive any dividend (other than a cash dividend payable out of earned surplus
of the Company) or other distribution, or any right to subscribe for or purchase any shares of stock of any class or any other
securities, or to receive any other right;


 


(ii)           of
any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation with or
merger of the Company into another corporation, or any conveyance of all or substantially all of the assets of the Company to another
corporation; or


 


(iii)           of
any voluntary dissolution, liquidation or winding-up of the Company;


 


then, and in each such case, the Company will mail or cause
to be mailed to the Holder hereof at the time outstanding a notice specifying, as the case may be, (i) the date on which a record
is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend,
distribution or right, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution,
liquidation or winding-up is to take place, and the time, if any, is to be fixed, as of which the holders of record of




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Common Stock (or such stock or securities at the time
receivable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or
securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance,
dissolution or winding-up.  Such notice shall be mailed at least thirty (30) days prior to the record date therein specified,
or if no record date shall have been specified therein, at least thirty (30) days prior to such specified date, provided, however,
failure to provide any such notice shall not affect the validity of such transaction.


 


b.           Certificate
of Adjustment. Whenever any adjustment shall be made pursuant to Section 5 hereof, the Company shall promptly make a certificate
signed by its Chairman, Chief Executive Officer, President, Vice President, Chief Financial Officer or Treasurer, setting forth
in reasonable detail the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was
calculated and the Warrant Price and number of shares of Warrant Stock purchasable upon exercise of this Warrant after giving
effect to such adjustment, and shall promptly cause copies of such certificates to be mailed (by first class mail, postage prepaid)
to the Holder of this Warrant.


 


8.           Loss,
Theft, Destruction or Mutilation.  Upon receipt by the Company of evidence satisfactory to it, in the exercise of
its reasonable discretion, of the ownership and the loss, theft, destruction or mutilation of this Warrant and, in the case of
loss, theft or destruction, of indemnity reasonably satisfactory to the Company and, in the case of mutilation, upon surrender
and cancellation thereof, the Company will execute and deliver in lieu thereof, without expense to the Holder, a new Warrant of
like tenor dated the date hereof.


 


9.           Warrant
Holder Not a Stockholder.  The Holder of this Warrant, as such, shall not be entitled by reason of this Warrant to
any rights whatsoever as a stockholder of the Company.


 


10.           Notices.  Any
notice required or contemplated by this Warrant shall be deemed to have been duly given if transmitted by registered or certified
mail, return receipt requested, or nationally recognized overnight delivery service, to the Company at its principal executive
offices located at 897 Quail Run Drive, Grand Junction, Colorado 81505, Attn: Chief Executive Officer, or to the Holder at the
name and address set forth in the Warrant Register maintained by the Company.


 


11.           Choice
of Law.  THIS WARRANT IS ISSUED UNDER AND SHALL FOR ALL PURPOSES BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.


 


12.           Jurisdiction
and Venue.  The Company and Holder hereby agree that any dispute which may arise between them arising out of or in
connection with this Warrant shall be adjudicated before a court located in New York County, New York and they hereby submit to
the exclusive jurisdiction of the federal and state courts of the State of York located in New York County with respect to any
action or legal proceeding commenced by any party, and irrevocably waive any objection they now or hereafter may have respecting
the venue of any such action or proceeding brought in such a court or respecting the fact that such court is an inconvenient forum,
relating to or arising out of this Warrant or any acts or omissions relating to the sale of the securities hereunder, and consent
to the service of process in any such action or legal proceeding by means of registered or certified mail, return receipt requested,
in care of the address set forth herein or such other address as either party shall furnish in writing to the other.




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IN WITNESS WHEREOF, the Company has duly
caused this Warrant to be signed on its behalf, in its corporate name and by its duly authorized officers, as of April 25, 2014.


 


BULLFROG GOLD CORP.


 


By:___/s/ David Beling____________________________


Name:  David Beling


Title:  President, Chief Executive Officer and
Chief Financial Officer


 




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NOTICE OF EXERCISE


 


	
        TO:
	Bullfrog Gold Corp.
	 	897 Quail Run Drive


 


	
         
	Grand Junction, Colorado 81505
	 	Attn: President


 


	
         
	Tel: (___) ___-____
	 	Fax: (___) ___-____


 


(1)           The
undersigned hereby elects to purchase ______________ shares of Warrant Stock of the Company pursuant to the terms of the attached
Warrant to Purchase Common Stock, and tenders herewith payment of the exercise price in full, together with all applicable transfer
taxes, if any.


 


(2)           Payment
shall take the form of lawful money of the United States


 


 


(3)           Please
issue a certificate or certificates representing said shares of Warrant Stock in the name of the undersigned or in such other name
as is specified below:


 









 


 The shares of Warrant Stock shall
be delivered to the following DWAC Account Number, if permitted, or by physical delivery of a certificate to:


 





 





 





 


 


 


 




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[SIGNATURE OF HOLDER]


 


Name of Investing Entity: 


Signature of Authorized Signatory of Investing Entity: 


Name and Title of Authorized Signatory: 


Date: 


 




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ASSIGNMENT FORM 


(To assign the foregoing warrant,
execute

this form and supply required information.

Do not use this form to exercise the warrant.)


FOR VALUE
RECEIVED, all of or   shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to


whose address is








Dated: 
,         


Holder’s Name: 


Holder’s Signature: 


Name and Title of Signatory: 


Holder’s Address: 


Signature Guaranteed: 


NOTE: The signature to this Assignment
Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever,
and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or other representative
capacity should file proper evidence of authority to assign the foregoing Warrant.