C06896-2016

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)
Dec 9, 2016
2. SEC Identification Number
PW-364
3. BIR Tax Identification No.
000-270-220-000
4. Exact name of issuer as specified in its charter
VICTORIAS MILLING COMPANY, INC.
5. Province, country or other jurisdiction of incorporation
Victorias City, Negros Occidental
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
VMC Compound, J.J. Ossorio St., Brgy. XVI, Victorias City, Negros Occidental Postal Code 6119
8. Issuer's telephone number, including area code
+63-34-399-3588
9. Former name or former address, if changed since last report
-
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 2,613,240,320
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.

Victorias Milling Company, Inc.VMC

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

Board Approvals.

Background/Description of the Disclosure

At the regular meeting of the Board of Directors of Victorias Milling Company, Inc. (VMC) on 9 December 2016, the following matters were approved:

1. Appointment of Minnie O. Chua as Deputy Chief Operating Officer effective immediately;
2. Release of the Audited Financial Statements for Fiscal Year ending August 31, 2016; and
3. The issuance of a total of 128,810,244 new shares upon the conversion of Convertible Notes in accordance with the provisions of the Alternative Rehabilitation Plan (ARP) and Debt Restructuring Agreement (DRA) approved by the SEC on 19 November 2000 and 29 April 2002, respectively.

The following convertible note holders are converting their convertible notes into equity, to wit:

LT GROUP, INC. – 58, 942,885 VMC common shares
PREMIER NETWORK INTL. LTD. – 26,117,150 VMC common shares
NARRA CAPITAL INVESTMENT CORP.– 43,750,209 VMC common shares
TOTAL – 128,810,244 VMC common shares to be converted

4. In order to accommodate the issuance of new shares as above-described, the increase in the authorized capital of the Corporation from Two Billion Nine Hundred Thirteen Million Two Hundred Fifty Thousand Eight Hundred Fifty Pesos (PhP2,913,250,850.00) divided into Two Billion Nine Hundred Thirteen Million Two Hundred Fifty Thousand Eight Hundred Fifty (2,913,250,850) shares with a par value of One Peso (PhP1.00) per share to Three Billion Forty Two Million Sixty One Thousand Ninety Four Pesos (PhP3,042,061,094.00) divided into Three Billion Forty Two Million Sixty One Thousand Ninety Four Pesos (3,042,061,094) shares with a par value of One Peso (PhP1.00) per share; and the amendment of the Articles of Incorporation of the Corporation accordingly.

Other Relevant Information

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Filed on behalf by:
Name Eva Rodriguez
Designation Compliance and Information Officer