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)

Aug 7, 2024

2. SEC Identification Number

CS200321240

3. BIR Tax Identification No.

227-599-320-000

4. Exact name of issuer as specified in its charter

CEBU LANDMASTERS, INC.

5. Province, country or other jurisdiction of incorporation

Philippines

6. Industry Classification Code(SEC Use Only)

7. Address of principal office

10TH FLOOR, PARK CENTRALE TOWER, JOSE MA. DEL MAR ST., CEBU I.T. PARK, BRGY. APAS, CEBU CITY, PHILIPPINES Postal Code 6000

8. Issuer's telephone number, including area code

0322314870

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	3,465,201,467
PREFERRED SHARES	4,280,340

11. Indicate the item numbers reported herein

Item 9 (Other Items)

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.

Cebu Landmasters, Inc.CLI

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
CLI enters into a joint venture for a midtown Cebu mixed-use development
Background/Description of the Disclosure
Notice is hereby given to The Philippine Stock Exchange, Inc. (“PSE” or the “Exchange”), the Philippine Dealing & Exchange Corp. (“PDEx”), the Securities and Exchange Commission (“SEC”), and the public that the leading VisMin developer Cebu Landmasters, Inc. (“CLI” or the “Company”) enters into a Joint Venture Agreement with Martinez Agricultural Corporation ("MAC", for brevity) to jointly develop properties into a mixed-use project with residential condominiums and a retail component. Cebu Landmasters, Inc. is the leading real estate developer in the Visayas and Mindanao regions with over 124 developments across 17 major Vismin locations. For details and information, please refer to the attached SEC Form 17-C.

Date of Approval by Board of Directors	Nov 23, 2023
Date of Approval by Stockholders, if applicable	Jun 4, 2024

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

The joint venture between Cebu Landmasters, Inc. and MAC endeavors to develop properties into a mixed-use project with residential condominiums and a retail component. For this purpose, a new JV company shall be incorporated to undertake in the development of the mixed-use project. The parties are in the process of preparing the necessary incorporation papers and application documents. Once completed, these will be lodged and submitted to the pertinent government bodies and regulatory agencies, for review and approval.

Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction
CLI’s new joint venture with MAC aims to develop a residential condominium project that is positioned to address the ongoing need and demand of residential condominium in the project area.

Terms and conditions of the joint venture

Amount of investment and/or interest by the parties involved
Total amount of investment is Three Hundred Seventy-Three Million Five Hundred Ninety Thousand Philippine Pesos (Php 373,590,000.00). Under the JVA, CLI and MAC shall subscribe to 60% and 40%, respectively, of the authorized capital stock of the new JV entity.
Provisions on profit-sharing, arrangements on management and operations
The profit sharing shall be at a ratio of 60:40 in favor of CLI.
Conditions precedent to closing of transaction, if any
-
Other salient features of the joint venture agreement
-

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
Martinez Agricultural Corporation	Real Estate	None

Effect(s) on the business, financial condition and operations of the Issuer, if any
There is no material effect on CLI's business, financial condition, and operations.
Other Relevant Information
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