C07984-2026

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)
Nov 10, 2026
2. SEC Identification Number
97869
3. BIR Tax Identification No.
000-486-050
4. Exact name of issuer as specified in its charter
Dominion Holdings, Inc.
5. Province, country or other jurisdiction of incorporation
Republic of the Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
No. 12 ADB Avenue, Ortigas Center, Mandaluyong City Postal Code 1555
8. Issuer's telephone number, including area code
(632) 8888-0000
9. Former name or former address, if changed since last report
--
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 2,162,475,312
11. Indicate the item numbers reported herein
Item No. 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.

Dominion Holdings, Inc.DHI

PSE Disclosure Form BL-1 - Comprehensive Corporate Disclosure on Backdoor Listing Reference: Rules on Backdoor Listing

Subject of the Disclosure

Merger of Dominion Holdings, Inc. with Indophil Resources Phils. Inc. and Sonar Holdings Inc., with Dominion Holdings, Inc. as the Surviving Entity

Reason for amendment: This disclosure is being amended to update that DHI received from the Philippine Competition Commission the Letter of Non-Coverage from Compulsory Notification in relation to the Merger, and to include the attachments from the previous versions of the disclosure.
Background/Description of the Disclosure

As disclosed, the Board of Directors of Dominion Holdings, Inc. (DHI) approved and endorsed for shareholder approval, in the upcoming Annual Shareholders’ Meeting (ASM) on 14 September 2026, the merger of DHI with Indophil Resources Phils. Inc. (Indophil) and Sonar Holdings Inc. (Sonar), with DHI as the surviving entity (the Merger).

Indophil and Sonar together hold 100% of the voting rights in Sagittarius Mines, Inc. (SMI).

SMI is the holder of the Financial and Technical Assistance Agreement (FTAA) covering the Tampakan Copper-Gold Project, located in South Cotabato, Mindanao, Philippines (the Tampakan Project).

The Board views the merger as a strategic transaction with potential for generating long-term growth and returns for DHI.

The Board also authorized Management to determine, fix, and finalize the exchange ratio for the merger.

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In relation to the foregoing, please be informed that the following matters were approved during the 2026 ASM of DHI held on 14 September 2026:

1. The Merger

2. Waiver of the Rights or Public Offer by Majority of the Minority Shareholders for the Shares to be Issued to the Shareholders of Indophil and Sonar arising from the Merger

3. Amendments to the Seventh Article of the Articles of Incorporation to reflect the Increase in Authorized Capital Stock from Php3,420,000,000.00, divided into 3,400,000,000 common shares with a par value of Php1.00 per share and 200,000 preferred shares with a par value of Php100.00 per share, to Php30,000,000,000.00, divided into 29,750,000,000 common shares with a par value of Php1.00 per share and 2,500,000 preferred shares with a par value of Php100.00 per share

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Please be informed that DHI received from the Philippine Competition Commission the Letter of Non-Coverage from Compulsory Notification dated 09 November 2026 in relation to the Merger.
Date of Approval by Board of Directors Aug 19, 2026
Date of Approval by Stockholders Sep 14, 2026
Other Relevant Regulatory Agency, if applicable Philippine Competition Commission
Date of Approval by Relevant Regulatory Agency Nov 9, 2026
Date of Approval by Securities and Exchange Commission, if applicable TBA
Comprehensive Corporate Disclosure
The nature and description of the proposed transaction, including the timetable for implementation, and related regulatory requirements if applicable

Post-Merger, DHI will hold 100% of the voting rights and will acquire controlling ownership in SMI, the holder of the FTAA covering the Tampakan Project.

Apart from Board and shareholder approvals, the constituent corporations of the Merger will seek approval of the SEC and other applicable approval or confirmation of non-coverage from other regulatory agencies.

DHI has set the shareholders’ meeting on 14 September 2026 for the approval of the Merger and related matters.

Thereafter, the relevant documents will be signed by the Parties and submitted to the appropriate government agencies. The full implementation of the Merger is expected to be completed by the fourth quarter of 2026.

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Please be informed that DHI received from the Philippine Competition Commission the Letter of Non-Coverage from Compulsory Notification dated 09 November 2026 in relation to the Merger.
The reason/purpose of the transaction including the benefits which are expected to be accrued to the listed issuer as a result of the transaction

The Merger is viewed as a strategic transaction with potential for generating long-term growth and returns for DHI, aligned with its previously disclosed direction to become a holding company primarily invested in mining companies.
The aggregate value of the consideration, explaining how this is to be satisfied, including the terms of any arrangements for payment on a deferred basis

As disclosed, the Board of Directors authorized Management to determine, fix, and finalize the terms of the Merger.

The Parties aim to finalize the exchange ratio, and projected shareholdings in DHI post-Merger, before the ASM presently scheduled on 14 September 2026 which will be duly disclosed.

The assets of Indophil and Sonar will be conveyed to DHI, in exchange for the issuance of new shares of DHI as a result of the Merger. The common shares to be issued to Indophil and Sonar will be from DHI’s current unissued capital stock and from its proposed increase in authorized capital stock to Php30 billion. The application for the increase in authorized capital stock capital stock and Merger will be processed simultaneously.

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Pursuant to the authority granted by the Board of Directors, the Management of DHI fixed the exchange ratio at book-to-book value for the Merger.

The book values of DHI, Indophil, and Sonar will be based on their respective audited interim financial statements for the period ended August 31, 2026.

As a result of the Merger, DHI will issue common shares to the shareholders of Indophil and Sonar, based on said book-to-book exchange ratio, in exchange for their cancelled stock and the assets and liabilities of Indophil and Sonar.
The basis upon which the consideration or the issue value was determined

The Board of Directors authorized Management to determine the exchange ratio for the Merger. An independent third party valuator will likewise issue a fairness opinion on the exchange ratios for the Merger.

The exchange ratio shall be based on the latest audited financial statements of the constituent corporations. The Parties are looking at valuation methods customary to transactions of this nature.


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Pursuant to the authority granted by the Board of Directors, the Management of DHI fixed the exchange ratio at book-to-book value for the Merger.

The book values of DHI, Indophil, and Sonar will be based on their respective audited interim financial statements for the period ended August 31, 2026.

As a result of the Merger, DHI will issue common shares to the shareholders of Indophil and Sonar, based on said book-to-book exchange ratio, in exchange for their cancelled stock and the assets and liabilities of Indophil and Sonar.
For cash considerations, the detailed work program of the application of proceeds, the corresponding timetable of disbursements and status of each project included in the work program. For debt retirement application, state which projects were financed by debt being retired, the project cost, amount of project financed by debt and financing sources for the remaining cost of the project

Please see Annex A
The listed company must present a statement of active business pursuits and objectives which details the steps undertaken and proposed to be undertaken by the Issuer in order to advance its business

Please see Annex A

Effects in the listed company before and after the transaction on the following:

Increase in authorized capital stock
From 3,420,000,000
To 30,000,000,000
Nature of business
From Holding Company. DHI does not foresee any requirement to amend its registration statement as a result of the Merger
To Holding Company. DHI does not foresee any requirement to amend its registration statement as a result of the Merger
Corporate Name
From Dominion Holdings Inc.
To Dominion Holdings Inc.
Board of Directors
Name (Regular or Independent)
Isidro A. Consunji Regular
Henry T. Sy, Jr. Regular
Frederic C. DyBuncio Regular
Tulsi Das C. Reyes Regular
Rosmari D. Carandang Independent
Leonardo D. Cuaresma, Jr. Independent
Vicky Castillo Lim Tan Independent
Principal Officers
Name Position/Designation
Isidro A. Consunji Chairman
Frederic C. DyBuncio President and CEO
Fernando A. Rimando Treasurer
Elmer B. Serrano Corporate Secretary
Tephanie M. Gandia Assistant Corporate Secretary and Corporate Information Officer
Ownership structure
Principal Shareholders Before After
Number of shares % Number of shares %
Monte Sur Equity Holdings, Inc. 1,513,791,248 70 TBD TBD
DFC Holdings, Inc. 191,854,123 8.87% TBD TBD
Directors 7,000 0.00% TBD TBD
Remaining Public 456,822,941 21.12% TBD TBD

Capital structure

Issued Shares
Type of Security /Stock Symbol Before After
Common Shares 2,225,169,030 TBD
Outstanding Shares
Type of Security /Stock Symbol Before After
Common Shares 2,162,475,312 TBD
Treasury Shares
Type of Security /Stock Symbol Before After
Common Shares 62,693,718 TBD
Listed Shares
Type of Security /Stock Symbol Before After
Common Shares 2,225,169,030 TBD
Effect(s) on the public float, if any The Parties are looking at interim transactions involving shares in Indophil (or, as converted to DHI shares, upon resumption of the trading of DHI shares in the PSE), including sell-downs, to ensure compliance with the minimum public ownership requirement post-Merger.
Effect(s) on foreign ownership level, if any The shareholders of the absorbed corporations are all Filipino corporations and hence, shares will be issued to Filipino entities. Subject to any of the above described interim transactions, the foreign ownership level is expected to decrease.
Additional information on the unlisted company
Nature and business

Both Indophil and Sonar are domestic holding companies.
Discussion of major projects and investments

Indophil and Sonar together hold 100% of the voting rights in SMI.

SMI is the holder of the FTAA covering the Tampakan Copper-Gold Project, located in South Cotabato, Mindanao, Philippines.
List of subsidiaries and affiliates, with percentage holdings
Name of Subsidiary or Affiliate % Ownership
Please see Annex B -

Capital structure

Authorized capital stock
Type of Security Amount Number of Shares
Please see Annex B - -
Subscribed Shares
Type of Security Amount Number of Shares
Please see Annex B - -
Paid-Up Capital
Amount Please see Annex B
Number of Shares -
Issued Shares
Type of Security Amount Number of Shares
Please see Annex B - -
Outstanding Shares
Type of Security Amount Number of Shares
Please see Annex B - -
Par Value
Type of Security Amount
Please see Annex B -
Ownership Structure (including percentage holdings)
Name Number of Shares % Ownership
Please see Annex B - -
Board of Directors
Name (Regular or Independent)
Please see Annex B -
Principal Officers
Name Position/Designation
Please see Annex B -
The interest which the directors of the parties to the transaction have in the transaction

Mr. Henry T. Sy, Jr. has an indirect interest in Indophil and Sonar through corporate entities, together with members of the Sy Family.

Mr. Isidro A. Consunji and Mr. Tulsi Das C. Reyes are connected to DFC Holdings, Inc., a minority shareholder of Indophil.
Statement as to the steps to be taken, if any, to safeguard the interests of the shareholders

The Corporation shall take steps to safeguard the interests of all shareholders, including the respect of minority shareholder rights such as appraisal rights, securing of the consent of the majority of the minority shareholders when required, and the issuance of a fairness opinion by an independent valuator for the merger.
Other Relevant Information

DHI will file the request for confirmations with the SEC that it is exempt to conduct a tender offer, and is not required to amend its Registration Statement.

Post-Merger, DHI will proceed to comply with the remaining requirements of the PSE.

Other than changes in its capital structure which will be determined when the merger terms are fixed, the Board of Directors and principal officers of DHI are anticipated to stay substantially unchanged. DHI will timely disclose the ownership structure, capital structure, and public float level post-Merger as soon as available.

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Please see:

(1) Annex B for the corporate details of the parties to the Merger.

(2) Annex C for the discussion on the (i) current businesses, operations, financial condition and strategy of DHI, Indophil, Sonar, and SMI and any change therein due to the proposed Merger, and (ii) short, medium and long-term business plans, prospects, risks and opportunities of DHI, including its plans and prospects for SMI.

(3) Annex D for the information about the corporate stockholders of Indophil and Sonar.

(4) Annex E for the audited financial statements of Indophil for the last three (3) years.

(5) Annex F for the audited financial statements of SMI for the last three (3) years.

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Reason for amendment: This disclosure is being amended to update that DHI received from the Philippine Competition Commission the Letter of Non-Coverage from Compulsory Notification in relation to the Merger, and to include the attachments from the previous versions of the disclosure.

Please also see attached SEC 17-C Form.
Filed on behalf by:
Name Tephanie Gandia
Designation Chief Information Officer