C07206-2025

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)
Oct 13, 2025
2. SEC Identification Number
40938
3. BIR Tax Identification No.
000169117000
4. Exact name of issuer as specified in its charter
UNITED PARAGON MINING CORPORATION
5. Province, country or other jurisdiction of incorporation
METRO MANILA, PHILIPPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
125 PIONEER ST MANDALUYONG CITY Postal Code 1550
8. Issuer's telephone number, including area code
0286315139
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 261,314,797,080
11. Indicate the item numbers reported herein
ITEM 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.

United Paragon Mining CorporationUPM

PSE Disclosure Form 7-1 - Notice of Annual or Special Stockholders' Meeting References: SRC Rule 17 (SEC Form 17-C) and
Sections 7 and 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Amended Notice of Annual Stockholders' Meeting 2025
Background/Description of the Disclosure

Please be advised that at the meeting held on October 13, 2025, the Board of Directors of United Paragon Mining Corporation approved the inclusion in the agenda of the 2025 Annual Stockholders’ Meeting of an item seeking advance stockholders’ authority for a series of potential equity conversion transactions intended to address the negative stockholders’ equity position, to improve debt-to-equity ratio and to strengthen the Corporation’s capital structure.

A, The proposed authority covers:
1 The conversion of outstanding debt up to a maximum aggregate amount of ¿876,570,000.00 into common shares of the Corporation at a price of ¿0.01 per share (par value), to be issued from the unissued portion of the Corporation’s authorized capital stock;
a. . The conversion of all outstanding preferred shares, including any accrued dividends, into common shares at a price of ¿0.01 per share, to be offered to all preferred shareholders of every class;
b. . The conversion of any or all bonds issued under convertible loan agreements, including accrued interest, into common shares at a price of ¿0.01 per share, to be offered to all bondholders; and
2. The delegation to the Board of Directors of the authority to negotiate with the concerned creditor/s, determine and approve the final terms and conditions of each conversion (including the identity of the creditor/s, amount of debt to be converted, conversion price, number of shares to be issued, timing, and subscription process), and to issue the corresponding shares as full payment for the converted obligations.
3.The ratification of the classification of any transaction as a Material Related Party Transaction (MRPT) under SEC Memorandum Circular No. 10 (2019) and/or other pertinent laws;
4. The waiver of any pre-emptive rights of existing stockholders over the shares to be issued under such conversion, pursuant to Section 38 of the Revised Corporation Code;
5. The authority of the President, Chief Financial Officer, Treasurer and Corporate Secretary to execute and deliver all documents, agreements, and applications with the SEC and PSE necessary for the implementation of the transaction/s; and
6. The ratification and confirmation of all acts of the Board of Directors and corporate officers taken in furtherance of these resolutions.

The proposed advance authority will enable the Corporation to promptly implement equity restructuring initiatives as may be approved and determined by the Board, subject to applicable regulatory requirements and disclosures.

The Corporation confirms that these items are being submitted for stockholders’ approval in the forthcoming regular meeting, and that any actual implementation will be subject to subsequent Board approval, SEC confirmation of exempt transactions, and PSE additional listing procedures.

B. The agenda for the Annual Stockholders’ Meeting, on November 25, 2025, Tuesday, 2:00 P.M., via remote communication, as follows:

1. Call to Order
2. Proof of Notice and Certification of Quorum
3. Approval of Minutes of Stockholders’ Meeting – July 24, 2024
4. Management Report
5. Approval of the Company’s Annual Report and Audited Financial Statements for the year 2024
6. Ratification of Corporate Acts and Resolutions
7. Election of Directors
8. Appointment of External Auditor
9. Advance Stockholders’ Authority for Planned Equity Conversion Transactions
10. Other Matters
11. Adjournment

The Record date for purposes of determining the stockholders of record entitled to notice of and to vote at said meeting is June 13, 2025.

Type of Meeting

Date of Approval by Board of Directors May 28, 2025
Date of Stockholders' Meeting Nov 25, 2025
Time 2:00 p.m.
Venue Virtual Meeting
Record Date Jun 13, 2025
Agenda

1. Call to Order
2. Proof of Notice and Certification of Quorum
3. Approval of Minutes of Stockholders’ Meeting – July 24, 2024
4. Management Report
5. Approval of the Company’s Annual Report and Audited Financial Statements for the year 2024
6. Ratification of Corporate Acts and Resolutions
7. Election of Directors
8. Appointment of External Auditor
9. Advance Stockholders’ Authority for Planned Equity Conversion Transactions
10. Other Matters
11. Adjournment
Inclusive Dates of Closing of Stock Transfer Books
Start Date N/A
End Date N/A
Other Relevant Information

We amend the notice of meeting to include the Agenda of the 2025 ASM Meeting..

Please see attached SEC Form 17-C - Amended Notice of ASM 2025 with Agenda.
Filed on behalf by:
Name Iris Marie Carpio-Duque
Designation Primary Corporate Information Officer