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.