C01340-2023

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)
Feb 22, 2023
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. Postal Code 1229
8. Issuer's telephone number, including area code
632 88467910/09219849472/09087380854
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
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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 4-30 - 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

Result of the Special Meeting of the Board of Directors
Background/Description of the Disclosure

We would like to inform the Exchange that the Board of Directors of the Company held its Special Board meeting earlier today at the 7th Floor Spirit of Communications Centre 106 Carlos Palanca St. Legazpi Village, Makati City where a quorum was present, and the Board unanimously approved the following:

WHEREAS, MRC through a Private Placement will issue One Billion Four Hundred Twenty Eight Million Five Hundred Seventy One Thousand Four Hundred Twenty Eight (1,428,571,428) common shares to be issued at Seventy Centavos (Php0.70) with a par value of Ten Centavos (Php0.10);

WHEREAS, The abovementioned private placement was approved by the Company’s Board of Directors in its April 5, 2017 regular board meeting and ratified by the stockholders representing 67.55% of the Company’s outstanding capital stock at the 2017 annual stockholders‘ meeting held last June 16, 2017.

WHEREAS, On May 24, 2018, the Company filed the application for Confirmation of Exemption from registration under Section 10.1(k) of the Securities Regulation Code (SRC), of 1,428,571,428 unissued common shares of the Company, to be issued price at Php0.70.

WHEREAS, The Securities and Exchange Commission (SEC) confirmed the exempt from the registration requirements under Section 10.1(k) Section 8 of the Securities Regulation Code dated June 13, 2018.

WHEREAS, the proceed of the Private Placement as approved will be intended to raise funds for its current pipeline of Renewable Energy Projects.

WHEREAS, MRC will invest in Information Technology and Communication (ICT) to create business opportunities for the Company from the country’s rapidly growing digital transformation industry.

WHEREAS, the proceeds of the Private Placement as originally approved can still accommodate investments in Information Technology and Communication (ICT).

WHEREAS, to implement MRC’s investment to Information Technology and Communication (ICT), the following resolutions were unanimously passed and approved.

“RESOLVED, as it is hereby resolved, that the MRC will invest in companies engage in Information Technology and Communication (ICT) business.

“RESOLVED FURTHER, that the President & CEO, Augusto M. Cosio is hereby authorized to negotiate for the aforementioned investments.

“RESOLVED FURTHER, that for the above investments MRC will amend the duly approved Private Placement to include in the use of proceeds thereof, Investing in Information Technology & Communication (ICT) Business.

RESOLVED FINALLY, that the designated authorized representative, Augusto M. Cosio, Jr. be further authorized to act for and in behalf of MRC, (a) to enter into any definitive agreement concerning the herein approved investments in ICT with full power and authority to sign and execute any and all deeds, agreements and documents related thereto and (b) sign, obtain, execute, deliver, file and process any and all documentary requirements necessary to the aforementioned amendment of the approved Private Placement”

“RESOLVED, FINALLY, that this resolution shall be valid and subsisting until subsequently revoked with another board resolution adopted by the Board of Directors.”

We have filed a request with the Securities and Exchange Commission (SEC) for the amendment of our approved Private Placement to implement the above resolutions. If approved the proceeds of the Private Placement will now include both investment in Renewable Energy Projects and Information Technology and Communication (ICT).

As of this date there is no subscriber yet to the private placement and no final agreement has been executed.
Other Relevant Information

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Filed on behalf by:
Name Helen Chico
Designation Compliance Officer