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Item 3. Legal Proceedings

2025-05-30 compared with 2024-04-01 · 75 added, 57 removed, 35 unchanged (79% of the section changed)

14 unchanged sentences

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

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

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

Cao Settlement Agreement”) with C.

Cao and SuperGreen (collectively,

Cao Parties”).

Cao Settlement

Agreement settles as to the C.

Cao Parties, the Cao Lawsuit.

Pursuant to the C.

Cao Settlement Agreement settled the Cao Lawsuit as to the C.

Pursuant to the

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;

Cao Parties terminated the License Agreement and SuperGreen canceled 367,913 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

Cao 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.

October 7, 2024, the Company entered into a Confidential Settlement, Mutual Release, and Share Transfer Agreement (the “Thomason

Settlement Agreement”) with Mr.

Pursuant to the Thomason Settlement Agreement, the Company canceled 18,396 shares of

the Company’s common stock, par value $0.001 per share previously issued by the Company to Mr.

In addition, the parties

to the Thomason 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 as to Mr.

Thomason in the Cao State Court Lawsuit.

March 6, 2023, Michael Cao and Linh Dao filed a pro se Motion to Dismiss for Lack of Jurisdiction.

On April 17, 2023, the court dismissed

the Cao Lawsuit without prejudice due to a lack of subject matter jurisdiction.

On April 18, 2023, the Company filed a complaint against

Dao, B & B Investment and Cory Thomason in the Orange County California Superior Court containing substantially

the same allegations included in the Cao Lawsuit (the “Cao State Court Lawsuit”).

Thomason was dismissed from the Cao

State Court Lawsuit on November 8, 2024.

The Company continues to pursue the Cao State Court Lawsuit as to the remaining defendants in

that case, namely Michael Cao, Linh Dao, and B&B Investment.

serving Defendants Mr.

Dao and B & B Investment on April 26, 2023, the Defendants (pro se) filed a Motion to Quash Service

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

In response, 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 Michael H.

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 an attorney.

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.

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.

Cao and B&B Investment

filed a Demurrer to the Complaint and Motion to Strike Portions of the Complaint.

On May 10, 2024, the court heard responses to the Company’s

complaint and motions filed by Mr.

The court sustained the demurrer to the first, second, fifth, and sixth causes of action, granting

30 days to amend.

It overruled the demurrer to the third and fourth causes of action.

The court also sustained the motion to strike paragraph

6 of the prayer for relief and granted the motion to strike punitive damages with leave to amend.

A case management conference was set

for August 19, 2024.

Company filed a first amended complaint in the Cao State Court Lawsuit on June 7, 2024.

On July 10, 2024, the counsel for Mr.

& B Investment, and Ms.

Dao filed motions to be relieved, which the court granted on August 2, 2024.

The case management conference

was postponed to November 25, 2024.

Defendants had until August 16, 2024 to file a response to the first amended complaint but failed

to do so, leading to defaults being entered against them on August 23, 2024.

The Company filed applications for default judgment against

Dao and B & B Investment on November 8, 2024, that are pending review by the Court.

On November 18, 2024, the Court

vacated the case management conference and set an order to show cause hearing for April 28, 2025, and ordered the Company to submit a

default judgment packet in advance of that date.

far, the Company has recovered 386,309 shares of the Company’s common stock from the C.

Cao Settlement Agreement and the Thomason

Settlement Agreement.

The Company has not otherwise received any cash recovery to date.

The Company is seeking return of the remaining

1,287,694 shares of the Company’s common stock through the default judgment sought against Mr.

Dao and B & B Investment

in the Cao State Court Lawsuit, as well as $29,309 in damages, prejudgment interest, and costs.

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

13 unchanged sentences

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