C01538-2022

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, 2022
2. SEC Identification Number
184228
3. BIR Tax Identification No.
000-275-291-000
4. Exact name of issuer as specified in its charter
MRC Allied, Inc.
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
4th Floor Spirit of Communications Centre 106 Carlos Palanca St. Legazpi Village Makati City Postal Code 1229
8. Issuer's telephone number, including area code
02 8846 7910/09173186964/09087380854
9. Former name or former address, if changed since last report
5th Floor Eurovilla 4 Bldg. 853 A. Arnaiz Avenue Legazpi Village, Makati City
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 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

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

N/A
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