| C00581-2026 |
| Title of Each Class | Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding | |
|---|---|---|
| COMMON SHARES | 40,000,000,040 |
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.
Coal Asia Holdings IncorporatedCOAL| Subject of the Disclosure |
|---|
DISPOSITION OF ASSET. |
| Background/Description of the Disclosure |
THE TITAN MINING ENERGY CORPORATION OR TMEC IS A SUBSIDIARY OF THE COMPANY, COAL. IT IS THE AWARDEE OF COAL OPERATING CONTRACT NO. 155. HOWEVER, IT HAS YET TO COMMENCE OPERATIONS DUE TO HELD-UP OBTAINMENT OF PERMITS. |
| Date of Approval by Board of Directors |
Dec 22, 2025 |
|---|
| Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction | |
|---|---|
The Divestment of TMEC aligns with the Company’s strategic objective of pivoting its business from coal mining into water utilities. Acquiring TPGI represents a unique and valuable opportunity for the Company to transform its business and play an important role in improving the quality of Philippine infrastructure and the delivery of basic services through the sustainable development of the country’s water facilities. |
| Date | TBA |
|---|
| Description of the Transaction |
|---|
DIVESTMENT OF ITS ASSET, AND ITS DISPOSITION TO ANOTHER ENTITY. |
| Manner |
SALE |
| Description of the assets involved |
TITAN MINING ENERGY CORPORATION (TMEC), IS AN ASSET OF THE COMPANY, HAS A COAL OPERATING CONTRACT AWARDED BY THE DOE. |
| Nature and amount of consideration given or received |
|---|
P29,100,000.00 |
| Principle followed in determining the amount of consideration |
FAIRNESS OPINION AND VALUATION REPORT SUBMITTED BY ISLA LIPANA & CO., A PHILIPPINE MEMBER-FIRM OF THE PWC NETWORK/GROUP DATED 22 DECEMBER 2025 |
| Terms of payment |
CASH |
| Conditions precedent to closing of the transaction, if any |
APPROVAL BY STOCKHOLDERS AT THE SPECIAL STOCKHOLDERS' MEETING TO BE HELD ON 11 FEBRUARY 2026 |
| Any other salient terms |
N/A |
| Name | Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates | |
|---|---|---|
| SOUTH EASTERN ENERGY CORPORATION | N/A |
| Effect(s) on the business, financial condition and operations of the Issuer, if any |
|---|
AS THE PURPOSE OF THE COMPANY HAS PIVOTED TO WATER BULK DISTRIBUTION, SEPTAGE, SEWAGE AND RELATED ACTIVITIES, THE DIVESTMENT IS A NECESSARY COMPONENT IN THE CHANGE IN THE BUSINESS OF THE COMPANY; THE CONCOMITANT ACQUISITION OF TPGI REPRESENTS A UNIQUE AND VALUABLE OPPORTUNITY FOR THE COMPANY TO TRANSFORM ITS BUSINESS AND PLAY AN IMPORTANT ROLE IN IMPROVING THE QUALITY OF PHILIPPINE INFRASTRUCTURE AND DELIVERY OF BASIC SERVICES THROUGH THE SUSTAINABLE DEVELOPMENT OF THE COUNTRY'S WATER FACILITIES. |
| Other Relevant Information |
THIS DISCLOSURE IS AN AMENDMENT TO THE DISCLOSURE MADE ON 22 DECEMBER 2025, SPECIFICALLY, AS TO THE FOLLOWING DETAILS: (I) CONFIRMATION OF THE THEN PRELIMINARY VALUATION REPORT AND FAIRNESS OPINION REPORT (AS APPROVED AND DISCLOSED ON 22 DECEMBER 2025), AS THE FINAL VALUATION REPORT AND FAIRNESS OPINION REPORT, AND THE CORRESPONDING CONFIRMATION THEREOF AS THE PRINCIPLE FOLLOWED IN DETERMINING THE AMOUNT OF CONSIDERATION APPROVED BY THE BOARD DURING ITS SPECIAL MEETING HELD ON 29 JANUARY 2026; (II) INDICATION OF THE AMOUNT OF CONSIDERATION AS APPROVED BY THE BOARD DURING ITS SPECIAL MEETING HELD ON 29 JANUARY 2026; (III) IDENTIFICATION OF THE TRANSFEREE OF THE ASSET AS APPROVED BY THE BOARD DURING ITS SPECIAL MEETING HELD ON 29 JANUARY 2026; (IV) CONFIRMATION OF APPROVAL BY THE STOCKHOLDERS AT THE 11 FEBRUARY 2026 SPECIAL MEETING AS CONDITION PRECEDENT TO CLOSING OF THE TRANSACTION; AND (IV) STATEMENT ON THE EFFECT ON THE BUSINESS AND OPERATIONS OF THE COMPANY. |
| Source(s) of funds |
|---|
N/A |
| If any asset so acquired by the issuer or its subsidiaries constituted plant, equipment or other physical property, state the nature of the business in which the assets were used by the persons from whom acquired and whether the issuer intends to continue such use or intends to devote the assets to other purposes, indicating such other purposes |
N/A |
| Name | Rosanna Desiderio |
|---|---|
| Designation | Chief Information Officer/Investor Relations Officer/Compliance Officer |