9. Former name or former address, if changed since last report
None
10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA
Title of Each Class
Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
Common
2,765,381,406
11. Indicate the item numbers reported herein
Other Matters
The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.
Puregold Price Club, Inc.PGOLD
PSE Disclosure Form 4-23 - Mergers and Consolidations References: SRC Rule 17 (SEC Form 17-C) and Section 4.4 and/or Section 5 of the Revised Disclosure Rules
Subject of the Disclosure
Approval of the merger of Daily Commodities, Inc. with Puregold Price Club, Inc.
Background/Description of the Disclosure
Approval of the merger of Goldtempo Company Incorporated, Daily Commodities, Inc., and First Lane Super Traders Co., Inc. with Puregold Price Club, Inc. (the "Company").
Date of Approval by Board of Directors
Mar 14, 2017
Date of Approval by Stockholders
TBA
Other Relevant Regulatory Agency, if applicable
N/A
Date of Approval by Relevant Regulatory Agency
N/A
Date of Approval by Securities and Exchange Commission
TBA
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction
The Company intends to consolidate all stores catering to the same market group into one Company. The Company expects better inventory management, efficient cash management and simplified reporting to government agencies as a result of this merger.
Description of the transaction including the timetable for implementation and related regulatory requirements, if any
The plan of merger was filed to the Securities and Exchange Commission on May 4, 2017. It will be submitted for the approval of the stockholders of Puregold Price Club, Inc. during its annual meeting to be held on May 30, 2017. Upon stockholders approval, we expect the release of SEC approval of the merger within the next two (2) months.
Identities of the parties to the transaction
Name
Nature of Business
Nature of any material relationship with the Issuer, their directors/officers or any of their affiliates
Puregold Price Club, Inc.
Retail Supermarket
Mother Company of Entenso Equities Incorporated
Goldtempo Company Incorporated
Retail Supermarket
Subsidiary of Entenso Equities Incorporated
Daily Commodities Inc
Retail Supermarket
Subsidiary of Entenso Equities Incorporated
First Lane Super Traders Co., Inc.
Business of Trading
Subsidiary of Entenso Equities, Incorporated
Terms and conditions of the transaction
Plan of merger
Please see attached Plan of Merger.
Ratio of exchange of shares
Puregold will issue 41.12 shares in exchange of 1 share of Daily Commodities, Inc. or a total of 2,056,037 Puregold shares in exchange of 50,000 shares of Daily Commodities, Inc.
Basis upon which the exchange ratio was determined
Net Book Value of the absorbed companies against closing price of Puregold Price Club, Inc. as of December 31, 2016.
Number of shares subject of the merger
50,000 outstanding shares of Daily Commodities, Inc.
Timetable
Effective immediately upon approval by the Securities and Exchange Commission
Conditions precedent to closing of the transaction, if any
None
Procedures for exchange
Not applicable
Description of the company subject of the transaction
Nature and business
Daily Commodities, Inc. is engaged in the business of supermarket operation.
Discussion of major projects and investments
None
List of subsidiaries and affiliates, with percentage holdings
Effect(s)/impact on the business, financial condition and operations of the Issuer
The Company will issue new shares as consideration of the merger. The Company's outstanding shares after merger will be 2,779,932,615 shares, with details as follows:
Outstanding shares as of today of Puregold Price Club, Inc. - 2,765,381,406 Daily Commodities, Inc. - 2,056,037 shares (to be issued to Entenso Equities Incorporated as owner of Daily Commodities, Inc.) First Lane Super Traders Co., Inc. - 3,559,310 shares (to be issued to Entenso Equities Incorporated as owner of First Lane Super Traders Co., Inc.) Goldtempo Company Incorporated - 8,935,862 shares (to be issued to Entenso Equities Incorporated as owner of Goldtempo Company Incorporated)