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Item 3. Legal Proceedings

2024-04-01 compared with 2023-03-31 · 81 added, 50 removed, 11 unchanged (92% of the section changed)

LEGAL PROCEEDINGS

As of the date of this Annual Report, to our knowledge, there are no legal

proceedings or regulatory actions material to us to which we are a party, or have been a party to, or of which any of our property is

or was the subject matter of, and no such proceedings or actions are known by us to be contemplated except as provided below:

Due to the misrepresentations and

omissions of SuperGreen, Calvin C.

of the date of this Annual Report, to our knowledge, there are no legal proceedings or regulatory actions material to us to which we

are a party, or have been a party to, or of which any of our property is or was the subject matter of, and no such proceedings or actions

are known by us to be contemplated except as provided below:

to the misrepresentations and omissions of SuperGreen, Calvin C.

Cao and Michael H.

Cao, among other reasons, the Company filed a complaint in the U.S.

Court, Central District of California on February 2, 2023 against SuperGreen, Michael H.

Dao, Calvin C.

entities affiliated with them alleging fraud-concealment, breach of contract, breach of fiduciary duty-duty of good faith, breach of

fiduciary duty-undivided loyalty, conversion and violation of California Penal Code Sec.

Cao, among other reasons, the Company filed a complaint

District Court, Central District of California on February 2, 2023 against SuperGreen, Michael H.

Cao and entities affiliated with them alleging fraud-concealment, breach of contract, breach of fiduciary duty-duty of good faith,

breach of fiduciary duty-undivided loyalty, conversion and violation of California Penal Code Sec.

496 (the “Cao Lawsuit”).

lawsuit seeks compensatory damages of at least $33.6 million, treble and punitive damages, imposition of a constructive trust over

the defendants assets, pre-judgment and post-judgment interest, attorney’s fees and such other relief as determined by the

Effective February 20, 2023, the

Company, together with its wholly owned subsidiary Bitech Mining Corporation entered into a Confidential Settlement, Mutual Release,

and Share Transfer Agreement (the “C.

This lawsuit seeks compensatory damages of at least $33.6 million, treble and punitive damages, imposition of a constructive trust over

the defendants assets, pre-judgment and post-judgment interest, attorney’s fees and such other relief as determined by the court.

February 20, 2023, the Company, together with its wholly owned subsidiary Bitech Mining Corporation entered into a Confidential Settlement,

Mutual Release, and Share Transfer Agreement (the “C.

Cao Settlement Agreement”) with Calvin Cao (“C.

Cao”) and SuperGreen

Energy Corporation (“SuperGreen,” together with C.

SuperGreen Energy Corporation (“SuperGreen,” together with C.

Cao Parties”).

3 unchanged sentences

Pursuant to the C.

Settlement Agreement, the C.

Cao Parties terminated the Patent & Technology Exclusive and Non-Exclusive License Agreement

between Bitech Mining Corporation and SuperGreen dated January 15, 2021 as amended on January 15, 2021 and on March 26, 2022 (the

“License Agreement”) and SuperGreen canceled 51,507,749 shares of the Company’s common stock, par value $0.001 per

share issued by the Company to SuperGreen pursuant to the License Agreement.

In addition, the parties to the Settlement Agreement

agreed to a mutual general release of liabilities against each other, refrain from making any disparaging remarks about each other

and the Company’s filing a dismissal with prejudice of the Cao Lawsuit as to the C.

The Settlement Agreement also

contains additional covenants, representations and warranties that are customary of litigation settlement agreements.

intends to continue to pursue the Cao Lawsuit as to the remaining defendants in that case, namely Michael Cao, B&B Investment

Holding, LLC (“B&B Investment”) and Linh Dao.

On March 6, 2023, Michael Cao and

Linh Dao filed, without an attorney, a pro se Motion to Dismiss for Lack of Jurisdiction.

No hearing has been set for this motion.

On March 23, 2023, the Court entered a default against B&B Investment for failing to appear or otherwise defend itself in the

B&B Investment is an affiliate of Michael Cao.

The Company intends to vigorously prosecute this case

and believes the basis for the motion to dismiss the case lack merit.

Cao Settlement Agreement, the C.

Cao Parties terminated

the Patent & Technology Exclusive and Non-Exclusive License Agreement between Bitech Mining Corporation and SuperGreen dated January

15, 2021 as amended on January 15, 2021 and on March 26, 2022 (the “License Agreement”) and SuperGreen canceled 51,507,749

shares of the Company’s common stock, par value $0.001 per share issued by the Company to SuperGreen pursuant to the License Agreement.

In addition, the parties to the Settlement Agreement agreed to a mutual general release of liabilities against each other, refrain from

making any disparaging remarks about each other and the Company’s filing a dismissal with prejudice of the Cao Lawsuit as to the

The Settlement Agreement also contains additional covenants, representations and warranties that are customary of litigation

settlement agreements.

The Company intends to continue to pursue the Cao Lawsuit as to the remaining defendants in that case, namely

Michael Cao, B&B Investment Holding, LLC (“B&B Investment”) and Linh Dao.

March 6, 2023, Michael Cao and Linh Dao filed, without an attorney, a pro se Motion to Dismiss for Lack of Jurisdiction.

April 17, 2023, the court dismissed the Cao Lawsuit without prejudice due to a lack of subject matter jurisdiction.

On April 18, 2023,

we filed a complaint against Michael H.

Dao, B & B Investment Holding, LLC (“B & B Investment”) and

Cory Thomason in the Orange County California Superior Court containing substantially the same allegations included in the Cao Lawsuit

filed in federal court (the “Cao State Court Lawsuit”).

We served Mr.

Dao and B & B Investment Holding, LLC

on April 26, 2023 and are continuing efforts to serve Mr.

Defendants Michael H.

Dao, B & B Investment (pro

se) filed a Motion to Quash Service of Summons;

Motion to Dismiss or Stay Complaint (the “B & B Motions”).

to this motion, the Company filed a Motion to Strike B & B Investment’s motion (the “Motion to Strike”), Request

for Sanctions in Amount of $2,400 and Request for Default as to B & B Investment because it is being impermissibly represented by

Cao who is engaging in the unauthorized practice of law as to a corporate entity.

On October 13, 2023, the Court granted in

part the Company’s unopposed Motion to Strike, striking the B & B Investment Motions and ordering B &B Investment to retain

an attorney no later than October 27, 2023 or be subject to default because corporate entities are not permitted to appear in court without

The Court denied Mr.

Cao’s Motion to Quash and took Linh Dao’s Motion to Quash off calendar, thus keeping all

Defendants in the case.

The Court ruled that Michael Cao already waived his rights to file such a motion by making a general appearance

in the case and noted that Defendants failed to appear at the hearing.

On or about October 27, 2023, the Company’s counsel received

an initial communication from an attorney attaching responses to the Company’s complaint on behalf of Mr.

Cao and B&B Investment.

On November 27, 2023, Mr.

Cao and B&B Investment filed a Demurrer to

the Complaint and Motion to Strike Portions of the Complaint.

These responses to the Company’s Complaint, along with the motions

Cao pro se , are all set to be heard on May 10, 2024.

The Company will be filing Oppositions to each of these motions.

A Case Management Conference is also set for May 10, 2024.

Cao served initial responses to our discovery requests, but we believed these responses were evasive and asserted unnecessary

After attempting to meet and confer with Mr.

Cao, we filed motions to compel further responses to our discovery requests

which were heard on December 8, 2023.

The Court granted in part and denied in part our motions.

Accordingly, Mr.

Cao served supplemental responses and provided responsive documents, which

we have deemed sufficient.

Company intends to vigorously prosecute the Cao State Court Lawsuit.

We cannot predict the outcome of this lawsuit, however.

Litigation Assessment

We have evaluated the foregoing Cao Lawsuit to assess the likelihood of

any unfavorable outcome and to estimate, if possible, the amount of potential loss as it relates to the litigation.

Based on this assessment

and estimate, which includes an understanding of our intention to vigorously prosecute the Cao Lawsuit, we believe that the potential

defenses of any of the remaining defendants lack merit, however, and we cannot predict the likelihood of any recoveries by any of our

claims against the remaining defendants.

This assessment and estimate is based on the information available to management as of the date

of this Annual Report and involves a significant amount of management judgment, including the inherent difficulty associated with assessing

litigation matters in their early stages.

As a result, the actual outcome or loss may differ materially from those envisioned by the current

assessment and estimate.

Our failure to successfully prosecute, defend or settle the Cao Litigation with the remaining defendants could

have a material adverse effect on our financial condition, revenue and profitability and could cause the market value of our common stock

have evaluated the foregoing Cao Lawsuit to assess the likelihood of any unfavorable outcome and to estimate, if possible, the amount

of potential loss as it relates to the litigation.

Based on this assessment and estimate, which includes an understanding of our intention

to vigorously prosecute the Cao Lawsuit, we believe that the potential defenses of any of the remaining defendants lack merit, however,

and we cannot predict the likelihood of any recoveries by any of our claims against the remaining defendants.

This assessment and estimate

is based on the information available to management as of the date of this Annual Report and involves a significant amount of management

judgment, including the inherent difficulty associated with assessing litigation matters in their early stages.

As a result, the actual

outcome or loss may differ materially from those envisioned by the current assessment and estimate.

Our failure to successfully prosecute,

defend or settle the Cao Litigation with the remaining defendants could have a material adverse effect on our financial condition, revenue

and profitability and could cause the market value of our common stock to decline.

MINE SAFETY DISCLOSURES

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 3. Legal Proceedings