Applied Graphite to Acquire Bullfrog Gold

Executive Summary

• Applied Graphite Technologies Corp. (AGT) entered into a share‑exchange agreement to acquire 100% of Bullfrog Gold Corporation, making Bullfrog a wholly‑owned subsidiary.
• Concurrently, AGT announced a non‑brokered private placement of up to 10 million common shares at C$0.10 per share, targeting gross proceeds of up to C$1 million.
• Net proceeds from the offering will be used to fund exploration and development of the Queens Mine Complex (Sri Lanka) and the South Bullfrog project (Nevada), as well as general working capital.

Key Details

• Transaction Structure: One (1) Bullfrog common share exchanged for 1.5 AGT common shares; Bullfrog becomes a wholly‑owned subsidiary of AGT.
• Consideration: Share exchange on a 1 : 1.5 basis (Bullfrog → AGT).
• Conditions Precedent: Completion of the private placement, TSX Venture Exchange conditional approval, satisfactory due diligence, and customary closing conditions.
• Holding Period: Securities issued as consideration will be subject to a four‑month plus one‑day hold period under Canadian securities law.
• Financing – Private Placement:
• Up to 10 000 000 AGT common shares offered.
• Price: C$0.10 per share.
• Gross proceeds target: up to C$1 000 000.
• Offering scheduled to close on or about March 31, 2026.
• Related‑Party Participation: Existing insiders may purchase a portion of the offering; insider participation is deemed a related‑party transaction under MI 61‑101 but exempt from formal valuation and minority shareholder approval because fair market value will not exceed 25% of AGT’s market capitalization.
• Use of Proceeds: Exploration and development of the Queens Mine Complex (Sri Lanka) and South Bullfrog project (Nevada); general working capital.
• Regulatory Approvals Required: TSX Venture Exchange approval for both the Bullfrog acquisition and listing of the new shares issued in the private placement.

Notable Quotes

(No direct quotes were provided in the release.)