C07147-2017

SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C

CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER

1. Date of Report (Date of earliest event reported)
Nov 28, 2017
2. SEC Identification Number
A199813754
3. BIR Tax Identification No.
201-277-095
4. Exact name of issuer as specified in its charter
Puregold Price Club, Inc.
5. Province, country or other jurisdiction of incorporation
Manila, Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
No. 900 Romualdez St., Paco, Manila Postal Code 1007
8. Issuer's telephone number, including area code
(632) 522-8801
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 First Lane Super Traders Co., 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 May 30, 2017
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 Nov 22, 2017
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

Puregold will issue 35.59 shares in exchange of 1 share of First Lane Super Traders or a total of 3,559,310 Puregold shares in exchange of 100,000 shares of First Lane Super Traders.
Ratio of exchange of shares

Puregold will issue 35.59 shares in exchange of 1 share of First Lane Super Traders or a total of 3,559,310 Puregold shares in exchange of 100,000 shares of First Lane Super Traders.
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

100,000 outstanding shares of First Lane Super Traders Co., Inc.
Timetable

Effective 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

First Lane Super Traders Co., Inc. is engaged in the business of trading.
Discussion of major projects and investments

None
List of subsidiaries and affiliates, with percentage holdings
Name % Ownership
N/A 0

Capital structure

Authorized capital stock
Type of Security /Stock Symbol Amount Number of Shares
Common / First Lane Super Traders Co., Inc. 10,000,000.00 100,000
Subscribed Shares
Type of Security /Stock Symbol Amount Number of Shares
Common / First Lane Super Traders Co., Inc. 10,000,000.00 100,000
Paid-Up Capital
Amount 10,000,000.00
Number of Shares 100,000
Issued Shares
Type of Security /Stock Symbol Amount Number of Shares
Common / First Lane Super Traders Co., Inc. 10,000,000.00 100,000
Outstanding Shares
Type of Security /Stock Symbol Amount Number of Shares
Common / First Lane Super Traders Co., Inc. 10,000,000.00 100,000
Par Value
Type of Security /Stock Symbol Amount
Common / First Lane Super Traders Co., Inc. 100
Ownership Structure (including percentage holdings)
Name Number of Shares % Ownership
Entenso Equities Incorporated 99,995 100
Ferdinand Vincent P. Co 1 0
Antonio Delos Santos II 1 0
Sherwin C. Hau 1 0
Joseph U. Sy 1 0
Evelyn B. Binanitan 1 0
Board of Directors
Name (Regular or Independent)
Antonio Delos Santos II Regular
Ferdinand Vincent P. Co Regular
Sherwin C. Hau Regular
Joseph U. Sy Regular
Evelyn B. Binanitan Regular
Principal Officers
Name Position/Designation
Antonio Delos Santos II President
Joseph U. Sy Treasurer
Evelyn B. Binanitan Corporate Secretary
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 Commondities, 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)

The aggregate shares of 14,551,209 to be issued to Entenso Equities, Inc. represent 0.52% of PGOLD's resulting outstanding shares, and a total value of P567,497,161 which is 1.53% in relation to PGOLD's stockholders equity.
Other Relevant Information

The disclosure was amended to include that the aggregate shares of 14,551,209 to be issued to Entenso Equities, Inc. represent 0.52% of PGOLD's resulting outstanding shares, and a total value of P567,497,161 which is 1.53% in relation to PGOLD's stockholders equity.
Filed on behalf by:
Name Candy Dacanay-Datuon
Designation Corporate Secretary