Apex Mining : Change in Control of Issuer

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) Mar 24, 20222. SEC Identification Number 406213. BIR Tax Identification No. 000-284-1384. Exact name of issuer as specified in its charter Apex Mining Co., Inc.5. Province, country or other jurisdiction of incorporation Philippines6. Industry Classification Code(SEC Use Only) 7. Address of principal office 3304B West Tower, Tektite Towers, Exchange Road, Ortigas CentrePostal Code16058. Issuer's telephone number, including area code [phone]. Former name or former address, if changed since last report N/A10. 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 share	6,227,887,491

11. Indicate the item numbers reported herein Item 1. Changes in Control of Issuer

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.

Apex Mining Co., Inc.APX PSE Disclosure Form 4-5 - Change in Control of Issuer References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Change in Controlling Shareholder of Apex Mining Co., Inc. ("APX")

Background/Description of the Disclosure

Prime Strategic Holdings Inc. ("Prime") which had 40.32% shares in APX, acquires controlling shares in two companies which own 6.81% and 7.62% shares in APX, bringing the total APX shares that Prime controls, directly and indirectly, to 54.75% voting interest in APX

Rationale for the transaction

The additional indirect shareholdings of Prime, which is a part of the Razon Group, in APX will further strengthen APX. APX will become a subsidiary of Prime.

Description of the transaction

On 27 April 2018, Prime assigned its receivables in the total amount of Php 50,950,043.00 to Devoncourt Estates Inc. ("Devoncourt") as payment for Prime's subscription to 4,900,000.00 shares in Devoncourt out of the increase in the authorized capital stock of Devoncourt. Devoncourt's increase in capital was approved by the SEC on 12 March 2021 and as a result thereof Prime holds 98.00% of the total shares of Devoncourt. Devoncourt holds 423,904,339 common shares equivalent to 6.81% of the total outstanding shares of APX. On 27 April 2018, Prime assigned its receivables in the total amount of Php 73,006,148 to Lakeland Village Holdings, Inc. ("Lakeland") as payment for Prime's subscription to 4,900,000.00 shares in Lakeland out of the increase in the authorized capital stock of Lakeland. Lakeland's increase in capital was approved by the SEC on 4 June 2021 and as a result thereof Prime holds 98.00% of the total shares of Lakeland. Lakeland holds 474,613,599 common shares equivalent to 7.62% of the total outstanding shares of APX. As a result of the foregoing subscriptions by Prime of new shares in Devoncourt and in Lakeland, the direct and indirect shareholdings of Prime in Apex goes up to, approximately 54.75% of the total issued and outstanding capital stock of APX. Prime conducted a mandatory tender offer for 2,213,358,981 common shares of APX (the "Tender Offer"), representing approximately 35.54% of the outstanding common shares of APX from all shareholders of APX. Excluded from the tender offer were shares held by Prime, Devoncourt, Lakeland, Monte Oro Resources & Energy, Inc. and members of the Board of Directors and the officers of APX. On 24 March 2022, Prime completed the Tender Offer. A total of 4,558 common shares were tendered and were crossed on 21 March 2022 at the price of Php1.30 per share for a total price of Php 5,925.40. The tendered shares have been fully paid and settled on 24 March 2022.

Identity of the person(s)/entity(ies) who intends to acquire a controlling interest in the Issuer

Name	Nature of any material relationship with the Issuer, their directors/ officers or any of their affiliates
Prime Strategic Holdings Inc. ("Prime")	Prime is an existing Stockholder of APX holding 40.32% of the total outstanding shares of APX prior to the Tender Offer

Identity of the person(s)/entity(ies) from whom control was assumed

Name	Number of Shares	% to Total Number of Outstanding Shares
No shareholder held a controlling share prior to the Tender Offer	-	-

Details of the transaction

Number of shares of voting securities which will be beneficially owned by the person(s)/entity(ies) who will acquire control	3,409,851,703
Percentage to total number of shares of voting securities	54.75
Amount and source of consideration used by such person(s)/entity(ies)	Prime assigned its receivables in the total amount of Php 50,950,043.00 to Devoncourt as payment for Prime's subscription to 4,900,000.00 shares in Devoncourt out of the increase in the authorized capital stock of Devoncourt. Prime assigned its receivables in the total amount of Php73,006,148 to Lakeland as payment for Prime's subscription to 4,900,000.00 shares in Lakeland out of the increase in the authorized capital stock of Lakeland.

Any arrangement or understanding among members of both the former and new control groups and their affiliates/associates with respect to the election of directors or other matters

None

Describe any arrangement known to the Issuer, including any pledge by any person of securities of the issuer or any of its parents

None

The interest which directors of the parties have in the proposed transaction

None except for the interest in the transaction of Jose Eduardo J. Alarilla who was the original controlling stockholder and a director of Lakeland and Devoncourt who gave up control of the two companies (and the shares they hold in APX) in favor of Prime and Enrique K. Razon, Jr. who is the CEO, director and the ultimate controlling stockholder of Prime.

Statement as to the steps to be taken, if any, to safeguard the interests of any independent shareholders

The Tender Offer was conducted by Prime as required under Rule 19 of the Securities Regulation Code. The robust corporate governance rules protecting minority shareholders in APX are intact.

Effects on the following

Ownership structure

Principal Shareholders	Before	After
Number of shares	%	Number of shares	%
PRIME STRATEGIC HOLDINGS, INC.	2,511,329,207	40.32	2,511,333,765	40.32
DEVONCOURT ESTATES, INC.	423,904,339	6.81	423,904,339	6.81
LAKELAND VILLAGE HOLDINGS, INC.	474,613,599	7.62	474,613,599	7.62
MONTE ORO RESOURCES & ENERGY, INC.	555,133,447	8.91	555,133,447	8.91

Capital structure

Issued Shares

Type of Security/Stock Symbol	Before	After
APX	6,227,887,491	6,227,887,491

Outstanding Shares

Type of Security/Stock Symbol	Before	After
APX	6,227,887,491	6,227,887,491

Treasury Shares

Type of Security/Stock Symbol	Before	After
APX	0	0

Listed Shares

Type of Security/Stock Symbol	Before	After
APX	6,152,562,788	6,152,562,788

Effect(s) on the public float, if any	NONE
Effect(s) on foreign ownership level, if any	NONE

Other Relevant Information

NONE

Filed on behalf by:

Name	Billy Torres
Designation	VP Finance, Treasurer and Compliance Officer