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)

Dec 12, 2024

2. SEC Identification Number

A200115151

3. BIR Tax Identification No.

219-045-668

4. Exact name of issuer as specified in its charter

Ferronoux Holdings, Inc.

5. Province, country or other jurisdiction of incorporation

Republic of the Philippines

6. Industry Classification Code(SEC Use Only)

7. Address of principal office

6th Floor, Hanston Building, F. Ortigas, Jr. Road, Ortigas Center, Pasig City Postal Code 1600

8. Issuer's telephone number, including area code

+(63)917-807-88-15 or (02)8888-4762

9. Former name or former address, if changed since last report

AG Finance, Incorporated;Unit 2205A East PSE Centre, Exchange Road, Ortigas Center, Pasig 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	261,824,002

11. Indicate the item numbers reported herein

Items 4 and 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.

Ferronoux Holdings, Inc.FERRO

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
Results of the Board Meeting held on December 12, 2024
Background/Description of the Disclosure
Ladies and Gentlemen: We advise that at the special meeting of the Board of Directors (the "Board") of Ferronoux Holdings, Inc. (the "Company") held on December 12, 2024, the Board approved the following: 1) Private Placement of Themis Group Corporation ("Themis") by way of subscriptions to a total of 80,000,000 common shares in the Company to be issued from the authorized but unissued capital stock at a par value of One Peso (PhP 1.00) per share or a total amount PhP 80,000,000.00 equivalent to 23.40% of the Company. The Corporation shall issue the said 80,000,000 common shares to Themis upon execution of relevant subscription agreements upon receipt of 25% partial payment as well as payment of Documentary Stamp Taxes; 2) Listing of 80,000,000 common shares arising from Private Placement by way of subscriptions subject to receipt of full payment, shareholders’ approval and regulatory approval, if applicable; 3) Changes in the composition of the Board of Directors: a. Resignation of Jesus G. Chua, Jr. and election of Atty. Philipe T. Aquino as Director. b. Resignation of Yerik C. Cosiquien and election of Atty. Abel M. Almario as Director 4) Changes in Board Committee Considering the aforementioned resignations and elections, the Board changed the composition of the following Board Committees: a. Executive Committee Michael C. Cosiquien - Chairman Atty. Philipe T. Aquino – Member (new) Atty. Abel M. Almario – Member (new) b. Audit Committee Mathew-John G. Almogino - Chairman Atty. Philipe T. Aquino – Member (new) Michelle Joan G. Tan - Member c. Corporate Governance Committee Alfred S. Jacinto - Chairman Atty. Abel M. Almario – Member (new) Irving C. Cosiquien - Member d. Board Risk Oversight Committee Mathew-John G. Almogino - Chairman Atty. Philipe T. Aquino – Member (new) Erwin Terrell Y. Sy - Member e. Related Party Transaction Committee Mathew-John G. Almogino - Chairman Atty. Philipe T. Aquino- Member (new) Erwin Terrell Y. Sy - Member Thank you.
Other Relevant Information
Please see attachment.