Palayan Resources, Inc. (OTCPK:PLYN) entered into a Share Exchange Agreement to acquire SMG-Gold B.V. from Scythian Mining Group Limited on April 2, 2020. Under the terms of the transaction, Palayan will issue, 1 million Series A Preferred shares which shall be convertible into ordinary shares and shall have voting rights and 1 million preferred Class C convertible shares into ordinary shares but no voting rights. The Preferred Series A shares vote at a ratio of 100 to 1 and convert at a ratio of 15 to 1 while the Preferred Series C shares have no voting rights but convert at a ratio of 30 to 1. Proceeds of the transaction shall be used for continued operations of SMG-Gold. Board of Directors of SMG have approved the transaction. Charles Giannetto of Giannetto Law acted as the legal advisor to Palayan Resources. Victor J. Elias and John Taylor Martin of Pan Ocean International Business Limited acted as the legal advisors to Scythian Mining Group. Palayan Resources, Inc. (OTCPK:PLYN) completed the acquisition of SMG-Gold B.V. from Scythian Mining Group Limited on June 1, 2020. As amended on May 1, 2020, the consideration now includes $100,000 on or before July 15, 2020, $400,000 by August 15, 2020, and $250,000 by October 15, 2020 as well as the issuance of 4,000,000 common shares of the Company. The preferred series A shares vote at a ratio of 100-to-1 and convert at a ratio of 15-to-1 while the preferred series C shares have no voting rights but convert at a ratio of 30-to-1. Further, as a result of, and as part of, the closing of the Share Exchange Agreement, Palayan has assumed various direct financial obligations of SMG-Gold. Specifically, Palayan has assumed the following obligations: (1) $0.1 million cash payment due on or before July 15, 2020; (2) $0.4 million cash payment due on or before August 15, 2020; (3) $0.25 million cash payment due on or before October 15, 2020; and (4) one-time issuance of 4 million shares of Palayan`s restricted common stock (the “SMG Payments”) at a cost basis of $0.3875 per share. The SMG Payments are all due and payable to Bulat Umbetocivh Kulchimbayev. SMG-Gold B.V. will operate as a wholly owned subsidiary of Palayan. Palayan Resources, Inc. cancelled the acquisition of SMG-Gold B.V. from Scythian Mining Group Limited on November 18, 2020. The transaction was not finalized because consideration for the transaction was never fully exchanged.