| Item 1. | Security and Issuer. |
The class of equity securities to which this Statement on Schedule 13D relates is the common stock (“Common Shares”) and warrants over Common Stock, of Bullfrog Gold Corp. (“Issuer”), a Delaware corporation having its principal executive offices at 897 Quail Run Drive, Grand Junction, CO 81505.
| Item 2. | Identity and Background. |
This statement on Schedule 13D is being filed by RMB Australia Holdings, Ltd. (“RMBAH”), a corporation organized under the laws of Australia. RMBAH’s principal business is in financial services. RMBAH has its principal offices at Level 13, 60 Castlereagh Street, NSW 2000, Australia.
During the last five years, RMBAH has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
| Source and Amount of Funds or Other Consideration. |
On December 14, 2012, RMBAH entered a credit facility with Standard Gold Corporation, a Nevada corporation. Issuer provided a Guaranty and security for the transaction. As additional consideration for entering the credit facility, Issuer made available the warrants, which have not been exercised by RMBAH.
| Item 4. | Purpose of Transaction. |
RMBAH intends to hold the Common Shares, including the warrants and Common Shares issuable upon exercise thereof, solely for investment purposes.
RMBAH currently has no plans or proposals that relate to or would result in any of the actions enumerated in paragraphs (a) through (j) of Item 4 of this Schedule 13D filing. However, RMBAH reserves the right to change its plans at any time, as it deems appropriate, in light of its ongoing evaluation of (a) its business and liquidity objectives, (b) the Issuer’s financial condition, business, operations, competitive position, prospects and/or share price, (c) industry, economic and/or securities markets conditions, (d) alternative investment opportunities, and (e) other relevant factors. Without limiting the generality of the preceding sentence, RMBAH reserves the right (in each case, subject to any applicable restrictions under law or contract) to at any time or from time to time (i) purchase or otherwise acquire additional securities of the Issuer, or instruments convertible into or exercisable for any such securities (collectively, “Issuer Securities”), in the open market, in privately negotiated transactions or otherwise, (ii) sell, transfer or otherwise dispose of Issuer Securities in public or private transactions, (iii) cause Issuer Securities to be distributed in kind to its investors, (iv) encourage (including, without limitation, through communications with directors, management, and existing or prospective security holders, investors or lenders of the Issuer, existing or potential strategic partners, industry analysts and other investment and financing professionals) the Issuer to consider or explore (A) sales or acquisitions of assets or businesses or other extraordinary corporate transactions, such as a takeover bid or scheme of arrangement (including transactions in which RMBAH and/or its affiliates may be proposed as acquirors), or (B) other changes to the Issuer’s business or structure.
| Item 5. | Interest in Securities of the Issuer. |
| | (a), (b) | See the information set forth on the cover page hereof. |
| | (c) | RMBAH has not effected any transaction in the Common Shares during the past 60 days. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
None.
| Item 7. | Material to be Filed as Exhibits. |
