United Paragon Mining CorporationUPM

DEBT-TO-EQUITY CONVERSION OF CAMARINES MINERALS, INC.

Conversion of accrued debt credits of Camarines Minerals, Inc. (CMI) into common shares from the unissued authorized capital stock of UPMC, in favor of CMI's assignees, Oro Mina Holdings Inc. and Golden Lotus Holding Corporation.

At the annual meeting of the stockholders held on 25 November 2025, the stockholders approved the conversion of corporate debt into equity up to an aggregate amount not exceeding P881,850,848.00 and authorized the Board of Directors to determine and approve the final terms and conditions of such conversion.

UPMC is presently indebted to Camarines Minerals, Inc. (CMI) for unpaid royalties and accrued compounded interests under their Operating Agreement with accrued debt credits amounting to Six Hundred Thirty Eight Million Eight Hundred Ninety-Three Thousand Three Hundred Thirteen Pesos (P638,893,313.00) nominal value.

Subsequent discussions with CMI have resulted in an agreement for CMI to accept UPMC’s payment of Thirty-Five Million Twenty-Nine Thousand Five Hundred Thirteen Pesos (P35,029,513.00), to partially settle UPMC’s obligations and thereby reduce CMI’s total outstanding accrued debt credits to the nominal amount of Six Hundred Three Million Eight Hundred Sixty-Three Thousand Eight Hundred Pesos (P603,863,800.00) (the “Outstanding Debt”).

CMI had agreed to convert a portion of the Corporation’s remaining Outstanding Debt in the amount of Four Hundred Million Pesos (P400,000,000.00) into common shares of the Corporation at a conversion price of P0.01 per share, equivalent to Forty Billion (40,000,000,000) common shares, to be issued from the unissued authorized capital stock of the Corporation, subject to the requisite SEC confirmation and PSE approvals.

Meanwhile, CMI informed the Corporation that it had assigned the Outstanding Debt to two assignees, Oro Mina Holdings Inc. and Golden Lotus Holding Corporation (the Subscribers), who have agreed to the proposed conversion and issuance of common shares in their names as well as to the assumption of the residual debt obligations of UPMC to CMI.

UPMC is alreaady preparing to file a Notice of/Application for Confirmation of Exempt Transaction (SEC Form 10.1) with the Securities and Exchange Commission (SEC). Once the shares are issued and the confirmation obtained, UPMC will file for additional listing of the subscribed shares with the Philippine Stock Exchange (PSE).

The transaction is part of UPMC's conversion program to address its negative equity position and financial rehabilitation through a debt-to-equity conversion structure consistent with the requirements of the SEC and the PSE.

CMI had agreed to the conversion into equity of a portion of UPMC's remaining Outstanding Debt in the amount of Four Hundred Million Pesos (P400,000,000.00) into common shares of the Corporation at a conversion price of P0.01 per share, equivalent to Forty Billion (40,000,000,000) common shares, to be issued from the unissued authorized capital stock of the Corporation.

The conversion price is at par value of P0.01 per share as approved by UPMC's stockholders at the annual meeting held on 25 November 2025.

Subject to the requisite SEC confirmation and PSE approvals, Golden Lotus Holding Corporation agreed to subscribe to One Hundred Thirty-Three Million Three Hundred Thirty-Three Thousand Three Hundred Thirty-Three Pesos (P133,333,333.00) or a total of Thirteen Billion Three Hundred Thirty-Three Million Three Hundred Thirty-Three Thousand Three Hundred (13,333,333,300) UPMC common shares at P0.01 par value per share, while Oro Mina Holding Inc. agreed to subscribe to Two Hundred Sixty-Six Million Six Hundred Sixty-Six Thousand Six Hundred Sixty-Seven Pesos (P266,666,667.00) or a total of Twenty Six Billion Six Hundred Sixty-Six Million Six Hundred Sixty-Six Thousand Seven Hundred (26,666,666,700) UPMC common shares at P0.01 par value per share.

Payment for the subscribed shares shall be made through the application of debt credits assigned by CMI to the Subscribers pursuant to a Deed of Assignment between the parties.

After the subscription, Golden Lotus will own 4.425% common shares in UPMC while Oro Mina will own 8.85% common shares in UPMC.

Oro Mina Holdings Inc. (“Oro Mina”) and Golden Lotus Holding Corporation (“Golden Lotus”) are stock corporations duly incorporated under the laws of the Republic of the Philippines on 16 December 2025. The corporations were established primarily as an investment holding company with authority to acquire, hold, and manage equity investments. Oro Mina and Golden Lotus have not commenced commercial operations and were organized solely for investment purposes.

Oro Mina has an authorized capital stock of P5,000,000.00, divided into 50,000 common voting shares with a par value of P100.00 per share.

As of incorporation, 6,000 common shares were subscribed and fully paid in cash, representing P600,000.00 in paid-up capital. Meanwhile, Golden Lotus has an authorized capital stock of P5,000,000.00, divided into 50,000 common voting shares with a par value of P100.00 per share. As of incorporation, 6,000 common shares were subscribed and fully paid in cash, representing P600,000.00 in paid-up capital.

The remainder of the shares shall be subscribed by entities/individuals under the control, or affiliates, of the Marsman Drysdale Group, whose beneficial owners are also major shareholders of Camarines Minerals, Inc. The timetable for the subscription of the remainder of the shares, as well as infusion of required capital, is on or before the end of the 2nd quarter of 2026.

As newly incorporated entities, Oro Mina and Golden Lotus have no operating history and have not generated revenues or incurred material operating expenses since incorporation.

On December 22, 2025, Oro Mina and Golden Lotus entered into a Deed of Assignment with CMI wherein the former acquired the latter’s long-outstanding receivables from United Paragon Mining Corporation (“UPM”) amounting to P603,863,800.00 (the “Notional Receivables”).

Consistent with its restructuring objectives and objective of remaining as a royalty rights holder of its mining claims, CMI has determined that assigning the Notional Receivables or UPMC Outstanding Debt is in its best interest. Thus, on December 16, 2025, the Board of Directors of CMI approved the assignment of the Notional Receivables to Oro Mina and Golden Lotus. As such, Oro Mina and Golden Lotus acquired the Notional Receivables, with Oro Mina receiving 2/3, and Golden Lotus receiving 1/3 thereof.

Both Oro Mina Holdings Inc. and Golden Lotus Holding Corporation are 1) newly incorporated, non-operating investment holding companies; 2) have no material assets other than cash, the Notional Receivables from UPM, and equity investments; 3) have no material liabilities other than advances from stockholders as of the latest practicable date; and were organized solely for investment purposes, including the proposed subscription. Accordingly, no income statements or cash flow statements are presented.

Oro Mina and Golden Lotus shall subscribe to shares in UPM by converting P400,000,000 out of the Notional Receivables it received from CMI into equity. The subscriptions by the foregoing entities do not result in a transfer of control of the public company, nor do they give rise to any affiliation other than through equity ownership, if applicable.

The respective Articles of Incorporation of Oro Mina and Golden Lotus are attached to this disclosure. Their by-laws and GIS will be submitted to the Exchange once available.

The directors of the parties to the transaction have no personal interest in the proposed transaction.

Not applicable

The subscriptions are subject to SEC confirmation and later, additional listing with the PSE.

The transaction will not result to any change in the composition of the Board of Directors and Management of UPMC.

UPMC has ongoing negotiations with other creditor-corporations which have signified their interest in participating in the Corporation's debt conversion program. Thus, the effect on the ownership structure of UPMC as well as on the public float as stated above will change as more conversion transactions are finalized, executed and implemented in the coming weeks.