SECURITIES AND EXCHANGE COMMISSION
SEC 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 9, 20222. SEC Identification Number 1842283. BIR Tax Identification No. 000-275-291-0004. Exact name of issuer as specified in its charter MRC Allied, Inc.5. Province, country or other jurisdiction of incorporation Philippines6. Industry Classification Code(SEC Use Only) 7. Address of principal office 4th Floor Spirit of Communications Centre 106 Carlos Palanca St. Legazpi Village Makati CityPostal Code12298. Issuer's telephone number, including area code 02 8846 7910/09173186964/090873808549. Former name or former address, if changed since last report 5th Floor Eurovilla 4 Bldg. 853 A. Arnaiz Avenue Legazpi Village, Makati City10. 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 Stock
8,512,658,975
11. Indicate the item numbers reported herein -
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.
MRC Allied, Inc.MRC
PSE Disclosure Form 4-1 - Acquisition or Disposition of Assets References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules
Subject of the Disclosure
Sale of the Mining Rights of MRC Allied Inc.
Background/Description of the Disclosure
We would like to inform the Exchange that MRC Allied Inc. (MRC) and Mr. Salvador B. Zamora II signed a Memorandum of Agreement (MOA) for the sale of its mining rights for the Tampakan Copper-Gold Project and Marihatag Copper-Gold Project situated in Tampakan Davao Del Sur as well as the Boston-Cateel Copper-Gold Project and Paquibato Copper-Gold Project situated in Davao Oriental and Davao Del Norte. These comprises the entire mining assets of MRC Allied Inc.
Mr. Zamora has been in the mining industry since 1970 by establishing Nickel Asia Corporation. He was its President and CEO from 2006 to 2009. He was also the former President of Nickel Asia Corporation operational sites: Hinatuan Mining Corporation, Taganito Mining Corporation and Cagdianao Mining Corporation.
Mr. Zamora is also the Chairman of Philippine Fertilizer Corporation, Bacavalley Energy Inc., Once Pactstar Realty Corporation, Two Pactstar Realty Corporation, Agusan Power Corporation, Philphos Trading Inc., Lear Aero Ltd. Inc., Libjo Mining Corporation, and Lake Mainit Hyrdro Holdings Corporation.
Please find the following salient features of the contract:
1. Terms and Conditions
a. The purpose of the Contract is to engage Mr. Zamora, to which the latter has agreed to MRC to acquire the mining rights of the Tampakan Copper-Gold Project, Marihatag Copper-Gold Project, Boston-Cateel Copper-Gold Project and Paquibato Copper-Gold Project
b. Upon signing of the Agreement, Mr. Zamora undertakes to pay the amount consideration amounting to ONE BILLION FIVE HUNDRED MILLION PESOS (PHP1,500,000,000.00) for the mining rights of the abovementioned mining projects. The PHP750,000,000.00 shall be paid upon signing of this agreement. The remaining balance shall be from the 50% revenue from operations up to PHP750,000,000.00 or if the buyer decides to sell the mining assets, the seller shall have 50% of the proceeds up to PHP750,000,000.00.
2. Timeline for Contract Implementation
Upon signing the contracts Mr. Zamora undertakes to acquire 100% ownership of the mining rights and pay in full and MRC undertakes to transfer, assign all rights, interests over the abovementioned projects.
3. Other Salient Features
The contract will take effect upon effective and binding from the time it is signed by the Parties' duly authorized representatives and for the duration of the Agreement.
4. Effect(s) on the business, financial condition and operations of the Issuer, if any;
This sale of Mining rights will serve as an additional income of MRC into the holding industry. It will also bring the Company acquire other business entities to continue its aspirational goal of transforming from property business to a holding company.
The effect on the operations and financial condition of the company will be subject to the success of the sale of the mining rights of the company.
Date of Approval by
Board of Directors
Feb 17, 2022
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction
The sale of the mining rights with will solidify MRC Allied Inc. as a holding company and to diversify into Energy, Social and Governance related portfolios including but limited to renewable energy and other potentially viable projects that will add value to its company and stockholders
Details of the acquisition or disposition
Date
Mar 9, 2022
Description of the Transaction
Sale of Exploration and Evaluation Assets of the company with regard to its mining portfolio
Manner
MRC Allied Inc. shall receive from Mr. Zamora a total amount of ONE BILLION AND FIVE HUNDRED MILLION PESOS (PHP1,500,000,000.00). The PHP750,000,000.00 shall be paid upon signing of this agreement. The remaining balance shall be from the 50% revenue from operations up to PHP750,000,000.00 or if the buyer decides to sell the mining assets, the seller shall have 50% of the proceeds up to PHP750,000,000.00.
Description of the assets involved
The Kibalawan Copper-Gold Project has an area of 7,559.1 hectares located in Davao del Sur and Columbio, Sultan Kudarat, The Marihatag Copper-Gold Project has an area of 3,759.3 hectares located in Surigao del Sur. The Paquibato Copper-Gold Project has an area of 593.2 hectares located in Davao City. The Boston-Cateel Copper-Gold Project has an area of 4,860 heactares located in Davao Oriental.
Terms and conditions of the transaction
Nature and amount of consideration given or received
MRC Allied Inc. shall receive from Mr. Zamora a total amount of ONE BILLION AND FIVE HUNDRED MILLION PESOS (PHP1,500,000,000.00). The PHP750,000,000.00 shall be paid upon signing of this agreement. The remaining balance shall be from the 50% revenue from operations up to PHP750,000,000.00 or if the buyer decides to sell the mining assets, the seller shall have 50% of the proceeds up to PHP750,000,000.00.
Principle followed in determining the amount of consideration
The amount of consideration is based on the communication and agreement between the parties.
Terms of payment
MRC Allied Inc. shall receive from Mr. Zamora a total amount of ONE BILLION AND FIVE HUNDRED MILLION PESOS (PHP1,500,000,000.00). The PHP750,000,000.00 shall be paid upon signing of this agreement. The remaining balance shall be from the 50% revenue from operations up to PHP750,000,000.00 or if the buyer decides to sell the mining assets, the seller shall have 50% of the proceeds up to PHP750,000,000.00.
Conditions precedent to closing of the transaction, if any
N/A
Any other salient terms
The contract shall be effective and binding from the time it is signed by the Parties, authorized representatives and for the duration of the Agreement.
Identity of the person(s) from whom the assets were acquired or to whom they were sold
Name
Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates
Salvador B. Zamora II
none
Effect(s) on the business, financial condition and operations of the Issuer, if any
The income generated from the transaction will be used for future projects of the company and/or investments. It will also bring the Company closer to its aspirational goal of transforming from property business to a holding company.
The effect on the operations and financial condition of the company will be subject to the success of the sale of the mining rights of the company.
Other Relevant Information
This amendment is to include the phrase "These comprises the entire mining assets of MRC Allied Inc."
If the transaction being reported is an acquisition, kindly submit the following additional information:
Source(s) of funds
N/A
If any asset so acquired by the issuer or its subsidiaries constituted plant, equipment or other physical property, state the nature of the business in which the assets were used by the persons from whom acquired and whether the issuer intends to continue such use or intends to devote the assets to other purposes, indicating such other purposes
N/A
Filed on behalf by:
Name
Johnston Brusola
Designation
Corporate Secretary
Attachments
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Disclaimer
MRC Allied Inc. published this content on 10 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 March 2022 02:42:16 UTC.
MRC Allied, Inc. is a Philippines-based holding company. The Company, through Menlo Renewable Energy Corporation (MREN), operates 550 kilowatt-power (kWp) solar photovoltaic (PV) rooftop systems for a rice milling plant in Northern Luzon. It has a 15% ownership in Sulu Electric Power and Light (Philippines) Inc., which owns and operates a 50-megawatt solar project located in Palo, Leyte. The principal asset of the Company consists of two land banks. The first is a 160-hectare industrial estate in Naga City, Cebu and the second consists of 700 hectares of raw land in San Isidro Municipality, Leyte, known as Amihan Woodlands Township (AWT). Located thirty-five (35) kilometers away from the Mactan International Airport, the industrial estate in Naga City, known as the New Cebu Township One (NCTO). The Company's subsidiaries include MRC Tampakan Mining Corporation (MRC Tampakan), MRC Surigao Mines, Inc. (MRC Surigao) and Makrubber Corporation (Makrubber).