C06552-2025

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)
Sep 9, 2025
2. SEC Identification Number
31168
3. BIR Tax Identification No.
002-724-446-000
4. Exact name of issuer as specified in its charter
A BROWN COMPANY, INC.
5. Province, country or other jurisdiction of incorporation
Metro Manila
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
Xavier Estates Uptown, Airport Road, Balulang, Cagayan de Oro City Postal Code 9000
8. Issuer's telephone number, including area code
Liaison Office - (02) 8631-8890 / (02) 8633-3135
9. Former name or former address, if changed since last report
-
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 2,372,367,911
Preferred Stock - Series A 13,264,900
Preferred Stock - Series B 7,431,750
Preferred Stock - Series C 6,941,000
11. Indicate the item numbers reported herein
Item No. 9

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.

A Brown Company, Inc.BRN

PSE Disclosure Form 4-2 - Acquisition/Disposition of Shares of Another Corporation
References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Sale of ABCI’s Northmin Renewables Corp. (NRC) Shares and Peakpower Energy Inc. (PEI) Shares to ABC Energy Inc. (ABCEI)

Background/Description of the Disclosure

Please be advised that the Board of Directors of A Brown Company, Inc. (“the Company”) has approved the internal reorganization and realignment of its energy portfolio to ensure more focused management of the energy assets through the sale of its wholly owned subsidiary, Northmin Renewables Corporation (“NRC”), and its entire 20% equity interest in Peakpower Energy, Inc. (“PEI”) to its wholly-owned holding company, ABC Energy, Inc. (“ABCEI”).

Date of Approval by
Board of Directors
Sep 9, 2025
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

As the transaction is between the Company and its wholly-owned subsidiary, there will be no financial impact across the A Brown Group. The restructuring consolidates these energy-related assets under ABCEI, streamlining management oversight, sharpening operational focus, and strengthening the Group’s platform for future growth in the energy sector.

Details of the acquisition or disposition
Date Sep 9, 2025
Manner

Sale of the 100% capital stock of Northmin Renewables Corp. (NRC) and 20% capital stock of Peakpower Energy, Inc. (PEI)

Description of the company to be acquired or sold

Please see the attached SEC Form 17-C.

The terms and conditions of the transaction
Number of shares to be acquired or disposed -
Percentage to the total outstanding shares of the company subject of the transaction -
Price per share See other relevant information
Nature and amount of consideration given or received

Cash payment upon signing of definitive agreements.

Principle followed in determining the amount of consideration

The consideration was determined through mutual agreement of the parties.

Terms of payment

One-time cash payment

Conditions precedent to closing of the transaction, if any

None

Any other salient terms

None

Identity of the person(s) from whom the shares were acquired or to whom they were sold
Name Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates
ABC Energy, Inc. The purchaser of the shares is a wholly-owned subsidiary of the seller, A Brown Company, Inc.
Effect(s) on the business, financial condition and operations of the Issuer, if any

As the transaction is between the Company and its wholly-owned subsidiary, there will be no financial impact across the A Brown Group. The restructuring consolidates these energy-related assets under ABCEI, streamlining management oversight, sharpening operational focus, and strengthening the Group’s platform for future growth in the energy sector.

Other Relevant Information

Number of shares to be acquired or disposed:
Sale of the Shares of Northmin Renewables Corp. (NRC) --- 370,000 common shares
Sale of the Shares of Peakpower Energy, Inc. (PEI) --- 40,000,000 common shares and 70,000,000 preferred shares

Percentage to the total outstanding shares of the company subject of the transaction:
Sale of the Shares of Northmin Renewables Corp. (NRC) --- 100%
Sale of the Shares of Peakpower Energy, Inc. (PEI) --- 20%

Price per share:
The total value of the shares is less than 10% of ABCI’s total assets.

Filed on behalf by:
Name Allan Ace Magdaluyo
Designation Corporate Information Officer/Compliance Officer