C07670-2026

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 27, 2026
2. SEC Identification Number
CS201627300
3. BIR Tax Identification No.
009-468-103
4. Exact name of issuer as specified in its charter
MGEN Renewables Inc.
5. Province, country or other jurisdiction of incorporation
Metro Manila, Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
Rockwell Business Center, Ortigas Avenue, Barangay Ugong, Pasig City, Second District, National Capital Region, Philippines Postal Code 1604
8. Issuer's telephone number, including area code
0284641630
9. Former name or former address, if changed since last report
SP New Energy Corporation
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 50,073,050,000
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.

SP New Energy CorporationSPNEC

PSE Disclosure Form 4-30 - Material Information/Transactions References: SRC Rule 17 (SEC Form 17-C) and
Sections 4.1 and 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Results of the Meeting of the Board of Directors dated 27 October 2026
Background/Description of the Disclosure

Please be informed that the Board of Directors of MGEN Renewables Inc. (formerly SP New Energy Corporation) (“SPNEC/MGENR” or the “Company”), at its meeting held today, 27 October 2026, approved the following matters and material transactions, among others:

a. Share Swap Transaction Between the Company and MGEN Renewable Energy, Inc.

The Risk Oversight and Related Party Transactions Committee approved and endorsed for board approval the proposed share swap between MGEN Renewable Energy, Inc. (“MGEN Renewables”) and the Company.

The transaction consists of the transfer by MGEN Renewables of its shareholdings in Greenergy for Global Inc., Greentech Solar Energy, Inc., CACI Power Corporation, Nuevo Solar Energy Corporation, and PowerSource First Bulacan Solar Inc. (the “MGEN Renewables Assets”) to the Company for newly issued SPNEC/MGENR shares. In consideration of the MGEN Renewables Assets, the Company will issue in favor of MGEN Renewables approximately 3.1125 billion shares.

The share swap is expected to strengthen the Company’s investment profile by expanding its revenue base through the addition of cash-generating operating assets, further establishing the Company as Meralco PowerGen Corporation’s primary listed renewable energy platform, and potentially enhancing its attractiveness to institutional investors for future capital-raising activities, including a potential re-Initial Public Offering.

The proposed valuation of the MGEN Renewables Assets at PhP4.98 billion and the Company at PhP1.60 per share is within the valuation range determined by the independent valuation specialist engaged by the Company. In addition, the Company’s valuation of PhP1.60 per share represents a 30.08% premium to the closing price of PhP1.23 per share as of 23 October 2026.

b. Equity Subscription in Terra Solar Philippines, Inc.

Terra Nueva, Inc. (“TNI”), a wholly owned subsidiary of the Company, will subscribe for Common and Class “A” Preferred Shares of Terra Solar Philippines, Inc. (“TSPI”), a majority owned subsidiary of the Company, at PhP50.00 per share and PhP75.00 per share, respectively, or an aggregate subscription price of up to PhP7.815 billion. However, TNI’s subscription will require the consent of TSPI’s lenders and Actis (the “Required Consents”), the partner of the Company in TSPI. While waiting for the Required Consents, the Company is hereby given the authority to subscribe, if deemed necessary, for additional TSPI shares and to infuse additional funds into TSPI of up to PhP1.8825 billion. Further, the Board of Directors approved the request that the Company waive its pre-emptive rights for TNI’s subscription for TSPI shares.

c. Financial Updates as of and for the Period Ended September 2026 and Latest Estimates

The MTerra Solar Project (the “Project”) has already sold 623 GWh of energy from combined solar photovoltaic and Battery Energy Storage System (“BESS”). We have installed 1,701 MWac for Phase 1 and 101 MWac for Phase 2 of the solar farm as of end-September. This is alongside 825 MW (or 3,300 MWhours) of BESS.

Although export capacity to the Luzon Grid is currently capped at 950 MW pending completion of transmission-related works, it is enough to meet MERALCO’s requirement for Phase 1 of 600 MW from 8:00 AM to 9:00 PM. Beyond that, the BESS is also supplying energy through the Wholesale Electricity Spot Market when the Grid needs it at optimal price points.
Other Relevant Information

TSPI posted PhP1.1 billion in core net income for the first nine (9) months of 2026, with another half a billion expected in the fourth quarter. This brings our year-end estimate for TSPI’s net income to PhP1.6 billion. This helped MGENR trim down its net losses by a significant 96% from the same period last year to a net loss of PhP24 million in the first nine (9) months of 2026. This period captured the start of TSPI’s delivery of commissioning power in March and, eventually, first phase commercial operations in August. With approximately PhP800 million in net income expected in the fourth quarter, MGENR's full year net income is estimated to reach PhP774 million in 2026, a complete turnaround from a net loss of PhP4.1 billion incurred in full-year 2025.

DISCLAIMER: This disclosure may contain forward-looking statements that are subject to risk factors and opportunities that may affect the Company’s plans to complete the transaction/s subject of this disclosure. Each forward-looking statement is made only as of the date of this disclosure. Outcomes of the subject transaction/s may differ materially from those expressed in the forward-looking statements included in this disclosure.

Please see attached SEC Form 17-C.
Filed on behalf by:
Name Jo Marianni Ocampo-Jalbuena
Designation Corporate Secretary