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Discovery Gold Corp. (DCGD)

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Last Post: 8/5/2016 11:02:52 AM - Followers: 37 - Board type: Free - Posts Today: 0
 
Item 1.01 
Entry Into A Material Definitive Agreement
Item 3.02 
Unregistered Sales of Equity Securities
 
On January 13, 2015, Discovery Gold Corporation, a Nevada corporation (the “Company”) entered into a share exchange agreement (“Exchange Agreement”) with SMM Manufacturing, Inc., a California corporation engaged in the development, manufacturing, and sales of active chlorine dioxide based products for commercial and consumer use (“SMM”), and the shareholders of SMM. Pursuant to the Exchange Agreement, the Company will be issuing an aggregate of 1,385,868 shares of Series A Convertible Preferred Stock, par value $0.001 per share (“Series A Preferred Stock”) to the shareholders of SMM in exchange and as consideration for 10,000 shares of common stock of SMM, being all the issued and outstanding shares of SMM (“Transaction”).
 
Pursuant to the form of Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock, attached as Exhibit A to the Exchange Agreement, each share of Series A Preferred Stock will be convertible into 1,000 shares of common stock of the Company (“Common Stock”), subject to adjustment in the event of stock splits, stock dividends, combination of shares and similar recapitalization transactions. Upon effectiveness of the increase in the authorized shares of Common Stock to an amount to allow the conversion of all the outstanding shares of Series A Preferred Stock to Common Stock, all the outstanding shares of Series A Preferred Stock will be converted into shares of Common Stock. Each share of Series A Preferred Stock will be entitled to the number of votes equal to the number of shares of Common Stock such share is convertible into at such time. After closing, the Company will have 1,385,868 shares of Series A Preferred Stock issued and outstanding.
 
The Exchange Agreement contains customary covenants, representations and warranties of the parties, including, among others, (i) a covenant by each of the Company and SMM to conduct their respective businesses in the ordinary course during the interim period between the execution of the Exchange Agreement and the consummation of the Transaction (except that the Company has not paid its recent renewal fee for its gold exploration option in Ghana); (ii) a covenant by SMM to deliver its audited financial statements for the period since its inception and unaudited financial statements for any interim period on or before the 120 th day following the execution of the Exchange Agreement; (iii) a covenant by SMM to provide up to $50,000 to the Company to cover the auditor fees and legal fees in connection with its catchup filings with the SEC, subject to the Company’s timely filing of its delinquent reports; (iv) covenants by the Company to issue shares of common stock and/or convertible promissory notes in settlement for certain outstanding debts and liabilities (including amounts owing to Messrs. Stephen Flechner, David Cutler and Darrin Ocasio).
 
The closing of the Transaction will take place at a date and time as the parties may mutually determine. The closing is subject to a number of conditions, which include among others (i) the parities’ satisfactory completion of their due diligence (ii) the filing by the Company of all the reports and other documents required to be filed with the SEC through the closing date (iii) the resumption of the quotation of the Company’s Common Stock on the OTCQB market (iv) the spinoff of the Company’s subsidiary, Discovery Gold Ghana Limited; (v) the approval by the Board of Directors of the Company of the Exchange Agreement and the issuance of shares of Series A Preferred Stock in connection with the Transaction; and (vi) the delivery by SMM of its audited financial statements for the period since its inception and unaudited financial statements for any interim period on or before the 120 th day following the execution of the Exchange Agreement.
 
Upon closing of the Transaction, the shareholders of SMM will own an aggregate of 1,385,868,000 shares of the Company’s Common Stock, or approximately 85% of the total issued and outstanding shares of Common Stock, upon conversion of 1,385,868 shares of Series A Preferred Stock assuming the authorized shares of Common Stock have been increased to an amount to allow the conversion of all the outstanding shares of Series A Preferred Stock.
 
On January 21, 2015, the parties entered into an amendment agreement to the Exchange Agreement (“Amendment Agreement”) whereby the parties changed certain use of funds provided by SMM.
 
The foregoing information is a summary of the Exchange Agreement and the Amendment Agreement, is not complete, and is qualified in its entirety by reference to the full text of the agreements, each of which is attached to this Current Report on Form 8-K as exhibits and is incorporated herein by reference.  Readers should review the Exchange Agreement and the Amendment Agreement for a complete understanding of the terms and conditions associated with this transaction.

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=10421964

Biocide Systems, Industry Leader in Direct to Consumer Chlorine Dioxide Odor Removal Products, Announces Intent to Go Public
http://www.prweb.com/releases/2014/11/prweb12307883.htm

Biocide Systems Prevails in Chlorine Dioxide Technology Patent Infringement Lawsuit

Odorstar Technology LLC and Kinpak lnc. VS. SMM Distributors, LLC d/b/a Biocide Systems and SMM Manufacturing, Inc.

LOS ANGELES, CA (PRWEB) January 13, 2015

The Patent infringement law suit, Case No.13-60136-CIV-MIDDLEBROOKS/BRANNON, filed by Odorstar Technology LLC and Kinpak lnc. – a wholly owned subsidiary of Ocean Bio-Chem, was first filed on Jan. 18, 2013 in the U.S. District Court for the Southern District of Florida, alleging Biocide System’s CLO2-DMG Technology™ was infringing on their NosGuard™ US Patent number 6,764661 .

On Jan.27, 2014 after considering the arguments by both sides and the evidence presented the Court found that Biocide Systems was entitled to a judgment in its favor on all claims, as the accused product did not infringe on any of Odorstar’s patent claims.

On February 22, 2014 a notice of appeal was filed, Case No.14-1417, by the plaintiffs to the US Federal Court of Appeals in Washington D.C.

On January 6, 2015 a hearing took place on Case No.14-1417, in US Federal Court of Appeals where oral arguments from legal council on both sides were heard by a panel of Judges.

On January 8, 2015 the US Federal Court of Appeals affirmed the prior judgment and a complete validation of the District court of Florida’s earlier decision on all claims, therefore a per curiam judgment was given granting Biocide Systems a complete victory.


http://www.pressreleaserocket.net/biocide-systems-prevails-in-chlorine-dioxide-technology-patent-infringement-lawsuit/35243/
 



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#1327   The action here is so weird GoodWill 08/05/16 11:02:52 AM
#1326   Truuuu GoodWill 08/04/16 06:23:35 PM
#1325   Would be nice to get Reverse Merger DJPennyTrader 08/04/16 12:40:02 PM
#1324   Hmmm GoodWill 08/02/16 06:49:35 PM
#1323   yup.... nice that its NV SOS active 250 m DJPennyTrader 07/28/16 04:21:16 PM
#1322   Interesting action today.. GoodWill 07/28/16 03:27:43 PM
#1321   Starting to wake up here yes Penny_God 12/15/15 04:08:14 PM
#1320   DCGD a little ask smacking today ready to threewheeler 12/15/15 04:02:14 PM
#1319   5/1/15 15-12g possible R/M grabbed a few lotto threewheeler 07/05/15 08:19:14 PM
#1318   Did I discover real gold here? Is this nikitafemme 03/13/15 02:21:47 AM
#1317   Be accumulating cheapies ~ :-) PennyPicksPro 03/03/15 04:27:17 PM
#1316   Yep! Win some and lose some, lol $b_rich$ 02/27/15 03:55:31 PM
#1315   Yes, the merging company. They even confirmed the DBS 02/27/15 03:48:05 PM
#1314   True... $b_rich$ 02/27/15 03:45:40 PM
#1313   I gotta agree...don't like that either bud, but $b_rich$ 02/27/15 03:43:37 PM
#1312   GL b rich! I was told false information DBS 02/27/15 03:42:31 PM
#1311   I'd agree with you but I don't like Cobalt Fusion 02/27/15 03:40:42 PM
#1310   This is still a low floater. I'm holding $b_rich$ 02/27/15 03:32:59 PM
#1309   Wow! I knew something was up when they DBS 02/27/15 03:18:03 PM
#1308   Bad news the merger fell through.....8K just filed.....see Cobalt Fusion 02/27/15 03:01:44 PM
#1307   DBS... $b_rich$ 02/27/15 03:01:20 PM
#1306   Yes Jane, once confirmation hits the merger is DBS 02/27/15 10:36:11 AM
#1305   In your honest opinion, do you see this janedoe9173 02/26/15 10:05:27 AM
#1304   IMO I think we are seeing the obvious here... DBS 02/26/15 01:26:24 AM
#1303   Yes, Very Nice and without news yet! Huge DBS 02/25/15 11:12:48 PM
#1302   Very! $b_rich$ 02/25/15 05:29:23 PM
#1301   Nice close. adijas 02/25/15 04:10:33 PM
#1300   Nice volume today! $b_rich$ 02/24/15 05:57:19 PM
#1299   I agree, my communications a few weeks ago DBS 02/23/15 10:46:06 AM
#1298   They should be getting something up soon, imo. $b_rich$ 02/23/15 10:31:24 AM
#1297   DCGD is severely delinquent in filing their Financials Renee 02/22/15 08:50:15 AM
#1296   Patients! Might be longer than expected but bilrip 02/21/15 11:57:55 AM
#1295   So how munch longer intell we get some updates demonsmith 02/21/15 12:01:20 AM
#1294   I think I pick up more my self demonsmith 02/19/15 09:45:21 PM
#1293   chart still looks good. I think this is momoneynow 02/19/15 09:40:36 PM
#1292   No I did not just going to wait demonsmith 02/19/15 09:26:41 PM
#1291   any update? did you have a chance to momoneynow 02/19/15 09:09:19 PM
#1290   What do you think about DCGD, long term ? robbyHaung 02/19/15 08:49:43 PM
#1289   Anyone left demonsmith 02/19/15 08:40:19 PM
#1288   Just waiting for something dead right know demonsmith 02/17/15 05:45:52 PM
#1287   News got to be real soon demonsmith 02/17/15 12:53:28 AM
#1286   In at an average of .0052, haven't sold DBS 02/17/15 12:50:35 AM
#1285   Product is good. Growth is good. drewbond 02/17/15 12:49:46 AM
#1284   I originally got in at .0075, but picked Sendme 02/17/15 12:45:53 AM
#1283   Mine was 0.008 and 0.01 demonsmith 02/17/15 12:41:00 AM
#1282   What was your entry point? winfitenergy 02/16/15 11:05:44 PM
#1281   News got to be close demonsmith 02/16/15 10:29:13 PM
#1280   I will do tomorrow demonsmith 02/16/15 03:17:54 PM
#1279   I first contacted the CEO ... chessman 02/16/15 03:10:32 PM
#1278   What number did you get hold of ir demonsmith 02/16/15 12:57:37 AM
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