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Discovery Gold Corp. (DCGD)

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Last Post: 10/19/2018 12:01:34 AM - Followers: 62 - 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.


Biocide Systems, Industry Leader in Direct to Consumer Chlorine Dioxide Odor Removal Products, Announces Intent to Go Public

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.


Join us on Tweeter https://twitter.com/BiocideSystems



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DCGD News: Amended Securities Registration (section 12(g)) (10-12g/a) 09/04/2018 05:09:40 PM
DCGD News: Securities Registration (section 12(g)) (10-12g) 07/30/2018 08:47:51 AM
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#1409  Sticky Note DCGD filing confirms the share structure...LJ littlejohn 07/30/18 05:47:34 PM
#1544   Everyone is hoarse after cheering so littlejohn 10/19/18 12:01:34 AM
#1543   Still quite here, even with volume and $increase.. Intetesting UnderdogMike 10/18/18 10:27:52 PM
#1542   Interesting day here $dcgd UnderdogMike 10/18/18 04:16:58 PM
#1541   I'm still expecting a KRBF type of move e-ore 10/17/18 07:46:53 AM
#1540   32 needs a lot of employee parking... littlejohn 10/17/18 01:12:58 AM
#1539   There was some play yesterday on the notice e-ore 10/16/18 05:14:04 PM
#1538   NITE on bid. PBGoodwill 10/16/18 03:54:33 PM
#1537   It's back! PBGoodwill 10/16/18 03:41:37 PM
#1536   Oh well. It doesn't take much to make texman 10/16/18 02:00:41 PM
#1535   Big bid gone? PBGoodwill 10/16/18 01:08:35 PM
#1534   4Mil on bid now! texman 10/16/18 12:39:51 PM
#1533   Pretty sure we'll see news soon or filings. e-ore 10/12/18 09:30:49 PM
#1532   There is an annual renewal in Co. littlejohn 10/12/18 08:03:54 PM
#1531   That DCGD profile update added the employees, Stephens, e-ore 10/12/18 05:50:13 PM
#1530   Claimed OTCM profile page and new company description Wishmaster 10/12/18 03:39:24 PM
#1529   DC_GD may be due a big update...LJ littlejohn 10/12/18 03:28:04 PM
#1528   Hmm that’s a good question... one that I rocknroll350 10/12/18 03:20:24 PM
#1527   was an employee update to 32 in littlejohn 10/12/18 03:18:55 PM
#1526   Oh ok, yeah it was logical that they rocknroll350 10/12/18 03:18:29 PM
#1525   Screwed up the post you are right about Wishmaster 10/12/18 03:08:46 PM
#1524   ??? rocknroll350 10/12/18 03:04:04 PM
#1523   Wishmaster 10/12/18 02:56:35 PM
#1522   Controller as in the chief accounting position I rocknroll350 10/10/18 07:57:05 AM
#1521   Controller for DCGD...what does that mean?... littlejohn 10/10/18 01:33:30 AM
#1520   Poke a mummy play in the ask just littlejohn 09/13/18 01:21:08 PM
#1519   I guess even vampires aren't interested in diluted blood. PBGoodwill 09/13/18 12:37:57 PM
#1518   Do you want 100% of negative [-0] equity littlejohn 09/08/18 01:07:37 PM
#1517   Is it just me but most mergers invoke PBGoodwill 09/08/18 12:33:21 PM
#1516   same filing...up one day,,,down one day... littlejohn 09/05/18 03:47:48 PM
#1515   Ya im tucking mine for a nice payout NJ_TOAD 09/05/18 01:24:40 PM
#1514   grabbed and tucked away for now :) AOuvier 09/05/18 01:21:24 PM
#1513   Grabbed a few more also just in case, NJ_TOAD 09/05/18 01:19:44 PM
#1512   DCGD 0.0035 In for the ride... AOuvier 09/05/18 01:17:14 PM
#1511   Someone getting some nice scoops NJ_TOAD 09/05/18 09:59:38 AM
#1510   Yes, that is correct. NJ_TOAD 09/05/18 09:25:07 AM
#1509   This is just mandatory language they must place hispeedsoul 09/05/18 08:58:00 AM
#1508   :) that didn't slow down UP CO today littlejohn 09/04/18 06:17:39 PM
#1507   be careful RS possible here.. smitter 09/04/18 05:56:40 PM
#1506   Thanks as always, DCGD definately getting their filings WakingBake 09/04/18 05:47:35 PM
#1505   Filing out, amended 10-12g adijas 09/04/18 05:21:43 PM
#1504   Likewise waiting patiently with my stash rocknroll350 08/31/18 03:02:30 PM
#1503   DCGD,,,closely held, only needs update...LJ littlejohn 08/30/18 11:20:19 PM
#1502   Some knuckleheads wanted to whack out before the WakingBake 08/17/18 04:01:34 PM
#1501   Someone may be smoking up their trade profits... littlejohn 08/14/18 11:51:56 PM
#1500   Cannabis R/M...Will get us so High !!!! zino 08/13/18 07:27:41 PM
#1499   .OO77 Close = 192,OOO MarketCap zino 08/12/18 05:16:48 PM
#1498   $$$ We know what the gift will be $$$ zino 08/12/18 01:35:44 PM
#1497   Starting to sound like everyone is getting their illegal_alias 08/10/18 07:03:45 PM
#1496   I would like cannabis, blockchain, quantum or graphene WakingBake 08/10/18 04:12:30 PM
#1495   I'd prefer a merger with any company that illegal_alias 08/10/18 04:03:31 PM