C03124-2024

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)
May 14, 2024
2. SEC Identification Number
CS200900917
3. BIR Tax Identification No.
007213353000
4. Exact name of issuer as specified in its charter
ITALPINAS DEVELOPMENT CORPORATION
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
Unit 28C BPI Philamlife Building, 6811 Ayala Avenue, Makati City Postal Code Unit
8. Issuer's telephone number, including area code
8893 0328
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 629,568,795
11. Indicate the item numbers reported herein
Item No. 9 - Other Events

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.

Italpinas Development CorporationIDC

PSE Disclosure Form 4-22 - Joint Ventures References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Joint Venture Agreement between IDC Prime and Ralph Martin Go Rafanan, Lauren Trinidad Gotil Go, Kathleen Gale Go Tan and Kristopher Glenn Tan Go
Background/Description of the Disclosure

IDC Prime Inc., IDC's majority-owned subsidiary, entered into an unincorporated Joint Venture Agreement with Ralph Martin Go Rafanan, Lauren Trinidad Gotil Go, Kathleen Gale Go Tan and Kristopher Glenn Tan Go for the purpose of developing their property, consisting of 15,000 square meters, located at Dahilayan, manolo Fortich, Bukidnon.
Date of Approval by Board of Directors May 8, 2024
Date of Approval by Stockholders, if applicable N/A
Description and nature of the transaction including the timetable for implementation, and related regulatory requirements

On May 8, 2024, the Board of Directors of IDC Prime Inc. approved the execution of a Joint Venture Agreement with Ralph Martin Go Rafanan, Lauren Trinidad Gotil Go, Kathleen Gale Go Tan and Kristopher Glenn Tan Go. The Joint Venture Agreement itself was signed today, May 14, 2024.

The related regulatory requirements include the necessary licenses, environmental clearance, permits, approvals from the Local Government Unit, DHSUD, public utility companies and other government agencies having authority on mixed use development projects.
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

IDC intends to grow its project portfolio by farming out the development of projects to its subsidiaries, leaving IDC to explore new locations, negotiate additional joint ventures, and tap dicerse funding sources.
Terms and conditions of the joint venture
Amount of investment and/or interest by the parties involved

Ralph Martin Go Rafanan, Lauren Trinidad Gotil Go, Kathleen Gale Go Tan and Kristopher Glenn Tan Go are contributing the property consisting of 15,000 square meters, located at Dahilayan, manolo Fortich, Bukidnon. IDC Prime will develop the property into a mixed ise development, while IDC will provide management and technical oversight. Total project cost is estimated at Php 1.22 Billion.
Provisions on profit-sharing, arrangements on management and operations

The Landowners will be entitled to 20% of the number of saleable units, corresponding in value to not less than Php 75 Million. IDC Prime will be entitled to the remaining 80% of the saleable units.
Conditions precedent to closing of transaction, if any

None
Other salient features of the joint venture agreement

Warranties and obligations of both the Landowners and the Developer
Identity and/or corporate background of the parties to the transaction, including the following
Name 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
IDC Prime Inc. real estate development majority-owned subsidiary of IDC
Ralph Martin Go Rafanan landowner no relation to IDC or IDC Prime
Lauren Trinidad Gotil Go landowner no relation to IDC or IDC Prime
Kathleen Gale Go Tan landowner no relation to IDC or IDC Prime
Kristopher Glenn Tan Go landowner no relation to IDC or IDC Prime
Effect(s) on the business, financial condition and operations of the Issuer, if any

With development to be undertaken by its majority-owned subsidiary, IDC will be free to explore new locations, negotiate additional joint ventures, and tap diverse funding sources for the projects. At the same time, IDC Prime estimates gross profit margin of 80.24%
Other Relevant Information

The date of approval of the Board of Directors indicated above refer to the date of approval by the Board of IDC Prime. No approval by the Board of IDC is necessary since IDC is not a party to the joint venture.

Statements on project costs and gross profit margins are estimates, and based on current plans, targets and projections, and are subject to inherent risks, uncertainties and other factors which could cause actual results to differ materially from the future results expressed or implied by such statements. Actual future costs, gains or losses could differ materially from those that have been estimated.
Filed on behalf by:
Name Aleli Cordero
Designation Legal Counsel/Corporate Information Officer