C03496-2014

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)
Jun 27, 2014
2. SEC Identification Number
CS200705606
3. BIR Tax Identification No.
006-710-868
4. Exact name of issuer as specified in its charter
ORIENTAL PENINSULA RESOURCES GROUP INC.
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
81 Sen. Gil Puyat Ave., Brgy. Palanan, Makati City Postal Code 1227
8. Issuer's telephone number, including area code
(632) 8891129
9. Former name or former address, if changed since last report
N/A
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 Shares 1,452,000,005
11. Indicate the item numbers reported herein
Item 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.

Oriental Peninsula Resources Group, Inc.ORE

PSE Disclosure Form LR-1 - Comprehensive Corporate Disclosure on Issuance of Shares (Private Placements, Share Swaps, Property-for-Share Swaps
or Conversion of Liabilities/Debt into Equity) Reference: Rule on Additional Listing of Securities

Subject of the Disclosure

Private Placement
Background/Description of the Disclosure

At the Regular Meeting of the Board of Directors held on June 16, 2014, the Board approved the investments from Redmont Consolidated Mines Corp (“Redmont”) and Suncorp Mines and Development Corp (“Suncorp”) to subscribe up to Seven Hundred Million Pesos (PhP700,000,000.00) and Two Hundred Twenty Six Million Five Hundred Thousand Pesos (PhP226,500,000.00) worth of primary shares respectively at a subscription price of One Peso (PhP1.00) per share.
Date of Approval by Board of Directors Jun 16, 2014
Comprehensive Corporate Disclosure
Description of the proposed transaction including the timetable for implementation, and related regulatory requirements

Description
The transaction refers to the intended separate private placements by Redmont and Suncrop amounting to 700,000,000 and 226,500,000 worth of subscription to the Company’s primary shares at the par value of P 1.00 per share, or equivalent to 926,500,000 primary common shares.

Timeline
The parties are expected to execute the transaction within the third quarter of 2014.

Regulatory requirements
The Company shall file a Notice of Exempt Transaction with the Securities and Exchange Commission under Section 10.1(k) of the Securities Regulation Code and disclose the same with the Exchange as soon as the subscription agreements have been duly executed and received by the Company.

The application for listing of the said shares shall be made before the Exchange as soon as the same are fully paid and all the requirements have been complied with.
Rationale for the transaction including the benefits which are expected to be accrued to the listed issuer as a result of the transaction

The Company is seeking to raise capital through issuance of primary common shares to be taken from its unissued shares. The Company shall benefit from the investment proceeds which it shall use to liquidate the liability of ORE to Citimax in the amount of Nine Hundred Twenty Six Million Five Hundred Thousand Pesos (P 926,500,000.00). This was previously the liability of Citinickel to Citimax transferred to ORE as approved by the Board of Directors and Stockholders on August 5, 2013.
The aggregate value of the consideration, explaining how this is to be satisfied, including the terms of any agreements for payment on a deferred basis

The basis of the issue price of the Company’s primary common shares is the par value of the shares at One Peso (P1.00) per share.
The basis upon which the consideration or the issue value was determined

The basis of the issue price of the Company’s primary common shares is the par value of the shares at One Peso (P1.00) per share.
Detailed work program of the application of proceeds, the corresponding timetable of disbursements and status of each project included in the work program. For debt retirement application, state which projects were financed by debt being retired, the project cost, amount of project financed by debt and financing sources for the remaining cost of the project

The proceeds from the subscription shall be used by the Company to liquidate the liability of ORE to Citimax amounting to Nine Hundred Twenty Six Million Five Hundred Thousand Pesos (P 926,500,000.00) This was previously the liability of Citinickel to Citimax transferred to ORE as approved by the Board of Directors and Stockholders on August 5, 2013.
Identity and/or corporate background of the beneficial owners of the shares subscribed, including the following
Beneficial Owners/Subscribers Nature of Business Nature of any material relationship with the Issuer and the parties to the joint venture, their directors/officers or any of their affiliates
Redmont Consolidated Mines Corp. Engaged in mining, quarrying, milling, processing, smelting, producing gold, silver, copper, lead, zinc, brass, iron and all kinds of ores, metals and minerals none
Suncorp Mines and Development Corp. Prospect, explore, locate, acquire, hold, work, develop, lease and exploit mineral lands for precious and non-precious minerals Issuer’s Corporate Information Officer and Compliance Officer is the CEO and a stockholder of Suncorp.
Organizational/Ownership Structure of Subscribers
Controlling Shareholders of Subscribers Number of Shares Held %
REDMONT: Roselle Sangilie Turmines 200,000 20
REDMONT: David Turmines 200,000 20
REDMONT: Vicente C. Tan 200,000 20
REDMONT: Manuel T. Casador 200,000 20
REDMONT: Alfredo Alcala 200,000 20
SUNCORP: Connie Awayan Minoza 200,000 20
SUNCORP: Enrique Calida Alvarez 200,000 20
SUNCORP: Antonio R. Chua 200,000 20
SUNCORP: Michael John Turner 200,000 20
SUNCORP: Stephen David Parkin 200,000 20
For subscribers with no track record or with no operating history: the Subscriber must present a statement of active business pursuits and objectives which details the step undertaken and proposed to be undertaken by the Issuer in order to advance its business. Projected financial statements shall only be required should there be references made in the Statement to forecasts or targets

not applicable
The interest which directors of the parties to the transaction have in the proposed transaction

Connie Minoza is the Corporate Information and Compliance Officer of the Company and is the CEO of Suncorp. However, Ms. Minoza did not participate in voting for the approval of the proposed private placement of shares in Suncorp because she is neither a stockholder nor a member of the Board of Directors.
Statement as to the steps to be taken, if any, to safeguard the interests of any independent shareholders

ORE is committed to complying with all legal requirements under law with respect to the transaction, especially safeguarding the interest of any independent shareholders.
Any conditions precedent to closing of the transaction

None
Change(s) in the composition of the Board of Directors and Management

Currently, no changes in the Management or the Board of Directors

Effects on the following

Ownership structure
Principal Shareholders Before After
Number of shares % Number of shares %
Citimax Group, Inc. 479,871,000 33.04 479,871,000 20.18
Golden Spin Realty, Inc. 422,071,200 29.06 422,071,200 17.74
Billion Apex Development Ltd. 74,999,000 5.16 74,999,000 3.15
Redmont Consolidated Mines Corp. 0 0 700,000,000 29.43
Suncorp Mines and Development Corp. 0 0 226,500,000 9.52

Capital structure

Issued Shares
Type of Security /Stock Symbol Before After
Common/ORE 1,452,000,005 2,378,500,005
Outstanding Shares
Type of Security /Stock Symbol Before After
Common/ORE 1,452,000,005 2,378,500,005
Treasury Shares
Type of Security /Stock Symbol Before After
- 0 0
Listed Shares
Type of Security /Stock Symbol Before After
Common Shares/ORE 1,452,000,005 2,378,500,005
Effect(s) on the public float, if any Public Float will decrease by 12% equivalent to 19.89% which is still compliant with the required minimum public ownership
Effect(s) on foreign ownership level, if any none
Other Relevant Information

Capital Structure does not include yet the 500Million Private Placement to wit: from Xinhua Development Limited for 150,000,000.00, Yu Rong Limited for 150,000,000.00, Fuying Holdings Limited for 150,000,000.00 and Laguna Distillery Corp. for 50,000,000.00 since the stock certificates covering these subscriptions are not yet issued
Filed on behalf by:
Name Jose Marie Fabella
Designation Corporate Secretary and CIO