C06552-2025 |
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Subject of the Disclosure |
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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 |
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Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction |
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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. |
Date | Sep 9, 2025 |
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Manner |
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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. |
Number of shares to be acquired or disposed | - |
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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 |
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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 |
Name | Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates | |
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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 |
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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: |
Name | Allan Ace Magdaluyo |
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Designation | Corporate Information Officer/Compliance Officer |