Ferronoux Holdings, Inc.FERRO

Property-for-share swap with Eagle 1 Landholdings Inc.

Property-for-share swap involving issuance of up to 918,000,000 common shares to Eagle 1 Landholdings Inc. ("Eagle 1") at approximately PhP 4.70 per share or a total amount of PhP 4,314,600,000.00, out of an increase in the capital stock by the Ferronoux Holdings, Inc. (the "Company"), in exchange for 3 parcels of land owned by Eagle 1 situated in Brgy. Tambo, Parañaque with a total area of 94,144 square meters (the “Subject Properties”), subject to compliance with the provisions of BIR Revenue Regulations No. 18-2001 and other related issuances on Tax-Free Exchange under Section 40(C)(2) of the NIRC, as amended by R.A. No. 11534 or the CREATE Act, fairness opinion of independent third party and other terms and conditions agreed upon (referred herein as the "Transaction").

Property-for-share swap involving issuance of up to 918,000,000 common shares at approximately PhP 4.70 per share or a total amount of PhP 4,314,600,000.00, out of an increase in the capital stock by the Company, in exchange for 3 parcels of land owned by Eagle 1 situated in Brgy. Tambo, Parañaque with a total area of 94,144 square meters, subject to compliance with the provisions of BIR Revenue Regulations No. 18-2001 and other related issuances on Tax-Free Exchange under Section 40(C)(2) of the NIRC, as amended by R.A. No. 11534 or the CREATE Act, fairness opinion of independent third party and other terms and conditions agreed upon.

The property-for-share swap transaction is subject to shareholders’ approval and SEC approval as to the increase in authorized capital stock and confirmation of valuation. The Company shall obtain Certificates Authorizing Registration (CAR) from the Bureau of Internal Revenue to allow a Tax-Free Exchange transfer of the Subject Properties in favor of the Company in exchange for shares of stock.

Definitive agreements on the transactions will be duly disclosed to the Exchange and Securities and Exchange Commission (“SEC”) upon execution.

The Company has set the shareholders’ meeting on March 19, 2025 for approval of the transactions and the Company’s increase in capital stock. Thereafter, the relevant documents will be signed by the Parties and submitted to relevant government agencies. The full implementation of the Transaction is expected to be completed by third quarter of 2025.

The transaction aligns with the Company’s strategic objective to expand its business into real property development holding. Acquiring the Subject Properties represents a valuable opportunity for the Company, given their prime location, accessibility, and potential for future development.

Notably, the acquisition of the Subject Properties holds significant potential to generate substantial value for the Company over time due to its strategic positioning. Moreover, the property-for-share swap arrangement enables the Company to secure these assets without an immediate cash outflow, preserving capital liquidity—a key advantage in maintaining financial flexibility.

The issuance of 918,000,000 common shares at approximately PhP 4.70 per share or a total amount of PhP 4,314,600,000.00 shall be paid by way of assignment of 3 parcels of land owned by Eagle 1 situated in Brgy. Tambo, Parañaque with a total area of 94,144 square meters.

The transfer value of the Properties is based on book value.

The exchange price of Php4.70 per share also considered the Company’s 7-day volume weighted average price (vwap) of PhP 4.1783 as of 16 December 2024 plus 12.49% premium.

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The Company is geared towards advancing its business into real property development by undertaking strategic initiatives aimed at establishing presence in the real estate sector. Planned steps include identifying and acquiring prime real estate assets, conducting comprehensive market analyses, and developing projects that align with current market demand and future growth opportunities.

The Company intends to perform sustainable master planning, ensuring that all projects integrate environmentally conscious designs, efficient resource management, and innovative solutions that promote long-term community well- being. A key focus will be on mixed-use developments that combine residential, commercial, and recreational spaces to create vibrant, self-sustaining communities.

To enhance its portfolio, the Company will actively explore partnerships with global hospitality industry players and investors, aiming to incorporate hospitality-driven elements such as hotels and resorts into mixed-use projects. Additionally, the Company will seek to collaborate with local and regional developers, investors, and construction companies to expedite the development of these projects, targeting implementation at the soonest possible time, beginning in 2025.

The Company is currently working on a detailed business plan to guide its real estate ventures. This plan will include an assessment of potential properties for the highest and best use, ensuring that each acquisition and development is strategically aligned with market demand and economic feasibility.

The partnership with Themis Group Corporation (“Themis”) is the first step in materializing this new venture. By providing strategic guidance, leveraging industry expertise, and facilitating connections with key stakeholders, Themis will enable the Company to navigate the complexities of real estate acquisition and development. This collaboration aims to position the Company as a competitive entity within the real estate market while maximizing value for its stakeholders.

The direction of this venture is aligned with the Company’s purpose of being a holding company primarily engaged in holding key investments. This new real estate initiative reflects a strategic expansion into premium assets driving long- term shareholder value.

Eagle 1 is a domestic corporation duly established under Philippine laws and duly incorporated on 16 May 2008. Its primary purpose is to engage in activities of real estate, particularly acquire, purchase, lease, develop, exchange, assign, transfer, convey or otherwise alienate or dispose of any land or interest or right therein. It has an authorized capital stock of PhP 500,000,000.00 where PhP 480,000,000.00 is fully subscribed and paid.

Eagle 1 owns the properties where the Okada Manila complex is located. Okada Manila is a luxury integrated resort offering gaming, hospitality, entertainment, dining, and retail experiences.

Atty. Abel Almario and Atty. Philipe Aquino did not vote and inhibited during the deliberation of the Property-for-share-swap transaction.

Steps to safeguard the interests of any independent shareholder is not applicable. The Transaction is not subject to Mandatory Tender Offer as the shares to be issued are coming from an increase in capital stock. A follow-on offering shall be conducted by the Company within one (1) year from closing or completion of the Transaction.

On December 12, 2024, the Board approved, among others, Private Placement of Themis by way of subscription to 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 Company 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.

Subsequently, on December 18, 2024, the Board approved, among others, the following:

(1) Private Placement of Themis by way of subscription to 240,000,000 common shares in the Company to be issued from the increase in capital stock at a par value of One Peso (PhP 1.00) per share or a total amount of PhP 240,000,000.00 to be paid in cash or in property, as agreed upon;

2) Property-for-share swap involving issuance of 918,000,000 common shares at PhP 4.70 per share or a total amount of PhP 4,314,600,000.00, out of an increase in the capital stock by the Company, in exchange for 3 parcels of land owned by Eagle 1 situated in Brgy. Tambo, Parañaque with a total area of 94,144 square meters, subject to compliance with the provisions of BIR Revenue Regulations No. 18-2001 and other related issuances on Tax-Free Exchange under Section 40(C)(2) of the NIRC, as amended by R.A. No. 11534 or the CREATE Act, fairness opinion of independent third party and other terms and conditions agreed upon.

3) Private Placement of investors by way of subscription to 300,000,000 common shares of the Company to be issued out of the increase in capital stock to comply with the minimum public ownership requirement considering the transactions described in items (1) and (2) above. The final terms and conditions, including the price of the subscriptions, is yet to be determined and will be disclosed as soon as finalized.

On the Effects in the listed company before and after the transaction on Capital Structure under the items on Issued Shares and Outstanding Shares, we note that the value does not yet reflect the private placement by way of subscription to 80,000,000 common shares by Themis as approved on 12 December 2024. To account the 80M common shares, the number of common shares prior to the Transaction will correspondingly increase to 341,824,002 and after, will be 1,799,824,002.

On the Effects in the listed company before and after the transaction on Capital Structure under the item on Listed Shares, we note that the value does not yet reflect the private placement by way of subscription to 80,000,000 common shares by Themis as approved on 12 December 2024, which will be applied for listing within the time period under PSE rules.

Please refer to Annex “B” for Eagle 1’s Audited Financial Statements for the years ended 31 December 2023, 2022, and 2021.

Please refer to Annex “C” for Eagle 1’s General Information Sheet for the year 2024.

Please refer to Annex “D” for Eagle 1’s latest Amended Articles of Incorporation. Eagle 1 currently has a pending application with the SEC for the amendment of its Articles of Incorporation.

Please refer to Annex “E” for Eagle 1’s latest Amended By-laws.