C08876-2022

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)
Nov 28, 2022
2. SEC Identification Number
ASO95012561
3. BIR Tax Identification No.
004656232
4. Exact name of issuer as specified in its charter
LFM PROPERTIES CORPORATION
5. Province, country or other jurisdiction of incorporation
Makati
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
3rd Floor Liberty Building, A. Arnaiz Avenue, Makati City Postal Code 1229
8. Issuer's telephone number, including area code
0288937790
9. Former name or former address, if changed since last report
na
10. 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 25,000,000,000
11. Indicate the item numbers reported herein
9

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.

LFM Properties CorporationLPC

PSE Disclosure Form 4-30 - Material Information/Transactions References: SRC Rule 17 (SEC Form 17-C) and
Sections 4.1 and 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Entering and execution of a Memorandum of Understanding (the “MOU”) with its shareholder, Liberty Flour Mills, Inc. (“LFMI”)
Background/Description of the Disclosure

In the meeting of the Board of Directors of LFM Properties Corporation (“the Company”) held on November 28, 2022, the Board approved the entering and execution of a Memorandum of Understanding (the “MOU”) with its shareholder, Liberty Flour Mills, Inc. (“LFMI”), for the potential sale of Liberty Building and the 1,009-square meter parcel of land upon which Liberty Building is constructed (the “Property”) by the latter to the former. LFMI is the registered owner of the Property which is located at 835 A. Arnaiz Avenue, Makati City.

The consummation of the sale shall be conditioned, among others, on the determination of the purchase price for the transaction based on the issuance of a fairness opinion issued by an independent third-party financial adviser jointly selected by the Company and LFMI. Given the time needed for the preparation of the fairness opinion and its study upon issuance, the Company and LFMI aim to enter and execute a deed of sale in the first quarter of 2023 if a favorable recommendation/opinion is secured from the independent-third party financial adviser.

In case shares of the Company will be used for payment of the transaction (Property for share swap), both parties commit and accept to issue shares that will be in compliance with the 20% public float policy and with all the necessary approval from the relevant regulators.
Other Relevant Information

"Please note that this disclosure contains soft information and/or forward-looking information, which includes, but not limited to: the approval and execution of the Memorandum of Understanding ("MOU") between the Company and LFMI ; and the brief description of the terms and conditions of the MOU. The statements made pertaining to the MOU do not guarantee future contracts, obligations and/or performance and undue reliance should not be placed upon them. As disclosed, the contemplated transaction under the MOU is still subject to the fulfillment of certain conditions, the non-fulfillment of either one gives rise to the possibility of the transaction not pushing through.

The disclosure is being made to give the public the opportunity to understand the Company's position in respect of the future. The Company shall update the public for any development on the MOU and/or contemplated transaction under the MOU."
Filed on behalf by:
Name Michael John Jr. Tantoco
Designation Company Information Officer