C01939-2017

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)
Apr 4, 2017
2. SEC Identification Number
PW 427-A
3. BIR Tax Identification No.
000-707-286
4. Exact name of issuer as specified in its charter
Atok-Big Wedge Co., Inc.
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
10th Floor, Alphaland Southgate Tower, Chino Roces Avenue corner EDSA, Makati City Postal Code 1232
8. Issuer's telephone number, including area code
+63 2 3046282
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 2,545,000,000
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.

Atok-Big Wedge Co., Inc.AB

PSE Disclosure Form 5-1 - Substantial Acquisitions References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 and/or Section 5 of the Revised Disclosure Rules

Subject of the Disclosure

Acquisition by the Company (through its wholly-owned subsidiary, Tidemark Holdings Limited) of Shares of Stock in Forum Energy Limited

Background/Description of the Disclosure

The Company (through its wholly owned subsidiary, Tidemark Holdings Limited) subscribed on March 22, 2017 to 6,666,667 new shares of Forum at USD0.30 per share (or a total of USD2 million). Together with the subscription simultaneously made by the other major shareholder of Forum, this new subscription will result in the Company owning 20% of Forum.

Forum holds the license to Service Contract 72, an 8,800-square-kilometer area west off Palawan (Recto Bank) and is estimated to contain prospective resources of natural gas and oil.

Date of Approval by Board of Directors Mar 22, 2017
Date of Approval by Stockholders N/A
Other Relevant Regulatory Agency, if applicable N/A
Date of Approval by Relevant Regulatory Agency N/A
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

For the Company to maintain a significant stake in Forum. At 20%, it remains a significant shareholder and the second biggest shareholder.

Description of the transaction including the timetable for implementation and related regulatory requirements, if any

The transaction is a simple subscription by Tidemark Holdings Limited ("Tidemark") a wholly owned subsidiary of the Company, to 6,666,667 previously unissued ordinary shares of Forum for a total subscription price of USD2 million. On the same day (22 March 2017), Tidemark signed the subscription agreement and remitted the subscription price to Forum. Forum will make the necessary filings with the U.K. Companies House and thereafter issue the share certificate in the name of Tidemark Holdings Limited.

Identities of the parties to the transaction
Name Nature of Business Nature of any material relationship with the Issuer, their directors/officers or any of their affiliates
Tidemark Holdings Limited Holding company Wholly-owned subsidiary
Forum Energy Limited Oil and gas exploration Associate
Terms and conditions of the transaction
The nature and amount of consideration (e.g. price per share, the aggregate amount)

US$0.30 per share OR a total of US$2,000,000

Basis upon which the amount of consideration or value of the transaction was determined

It is the subscription price voluntarily agreed upon by all parties involved (including the other major shareholder of Forum which subscribed to new shares of Forum as well on the same day). The parties took into account all prevailing circumstances including the book value of Forum (about USD0.41 per share).

The number of shares to be acquired 6,666,667 shares
Ratio/percentage to total outstanding capital stock 20
Terms of payment

Cash payment upon signing of subscription agreement.

Conditions precedent to closing of the transaction, if any

None.

Description of the company subject of the transaction
Nature and business

Oil and gas exploration

Discussion of major projects and investments

It is involved in the following major projects: Service Contract 72, Service Contract 40, and Service Contracts 6 and 14.

List of subsidiaries and affiliates, with percentage holdings
Name % Ownership
Forum Philippine Holdings Limited 100
Forum (FEI) Limited (SC-40) 100
Forum (GSEC101) Limited – Philippine Branch 100
Forum Energy Philippines Corporation (FEPCO) (Galoc) 100
Forum Exploration Inc. 66.67

Capital structure

Authorized capital stock
Type of Security Amount Number of Shares
Ordinary Shares £10,000,000 100,000,000
Subscribed Shares
Type of Security Amount Number of Shares
(Allotted) Ordinary Shares US$71,187,875 81,567,120
Paid-Up Capital
Amount US$71,187,875
Number of Shares 81,567,120
Issued Shares
Type of Security Amount Number of Shares
Ordinary Shares US$71,187,875 81,567,120
Outstanding Shares
Type of Security Amount Number of Shares
Ordinary Shares US$71,187,875 81,567,120
Par Value
Type of Security Amount
Ordinary Shares £0.10 per share
Ownership Structure (including percentage holdings)
Name Number of Shares % Ownership
PXP Energy Corporation 56,688,201 69.5
Tidemark Holdings Limited 16,313,424 20
Others 8,565,962 10.5
Board of Directors
Name (Regular or Independent)
Mr. Robert Charles Nicholson Regular
Mr. Paul Frederick Wallace Regular
Mr. Eric O. Recto Regular
Principal Officers
Name Position/Designation
Mr. Robert Charles Nicholson Chairman
Mr. Dan Stephen P. Carlos President - Forum Energy Philippines Corporation
Mr. Paul Frederick Wallace Corporate Secretary
Effect(s)/impact on the business, financial condition and operations of the Issuer

From owning 27.14% of Forum, the Company will have a smaller stake of 20%. The Company's cash would also be reduced by USD2 million. But it expects the absolute value of its 20% stake in Forum to exceed the value of its then 27.14% stake.

Other Relevant Information

Attached are the financial statements of Forum for the years 2015, 2014 and 2013.

Filed on behalf by:
Name Jonamel Orbe
Designation Legal Counsel