C07985-2026

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 Nos. 2 and 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 4-23 - Mergers and Consolidations References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 and/or Section 5 of the Revised Disclosure Rules

Subject of the Disclosure

Merger of DHI with Indophil Resources Phils. Inc. and Sonar Holdings Inc., with DHI 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.
Background/Description of the Disclosure

We advise that at the special meeting of the Board of Directors of Dominion Holdings, Inc. (DHI) held today, 19 August 2026, the Board 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 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, in consultation with an independent fairness valuator who shall determine the appropriate values of DHI and the absorbed companies.

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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 TBA
Description of the transaction including the timetable for implementation and related regulatory requirements, if any

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

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.
Justification on how the Merger is aligned with the Issuer's business model and strategic direction

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.
List of requested merger incentives with rationale

N/A
Identities of the parties to the transaction
Name Nature of Business Nature of any material relationship with the Issuer, their directors/officers or any of their affiliates
Dominion Holdings, Inc. Holding Company N/A
Indophil Resources Phils. Inc. Holding Company Certain directors have indirect interests in the company
Sonar Holdings Inc. Holding Company Certain directors have indirect interests in the company
Terms and conditions of the transaction
Plan of merger

The exchange ratio is fixed at book-to-book value. The number of shares to be issued to the shareholders of Indophil and Sonar will be disclosed in due course.
Ratio of exchange of shares

The exchange ratio is fixed at book-to-book value. The number of shares to be issued to the shareholders of Indophil and Sonar will be disclosed in due course.
Basis upon which the exchange ratio was determined

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

TBA
Timetable

The effective date of the Merger shall be the first calendar day of the month immediately following the date when the Certificate of Merger shall have been issued and released by the SEC.
Conditions precedent to closing of the transaction, if any

The completion of the Merger is subject to (i) approval by the stockholders of the constituent corporations, (ii) confirmation of non-coverage from the PCC, and (iii) approval of the merger by the SEC.
Procedures for exchange

In exchange for their cancelled stock and the assets and liabilities of Indophil and Sonar, DHI will issue common shares to the shareholders of Indophil and Sonar as a consequence of the Merger based on said book-to-book exchange ratio.
Description of the company subject of the transaction
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 % Ownership
Please see Annex A -

Capital structure

Authorized capital stock
Type of Security /Stock Symbol Amount Number of Shares
Please see Annex A - -
Subscribed Shares
Type of Security /Stock Symbol Amount Number of Shares
Please see Annex A - -
Paid-Up Capital
Amount Please see Annex A
Number of Shares -
Issued Shares
Type of Security /Stock Symbol Amount Number of Shares
Please see Annex A - -
Outstanding Shares
Type of Security /Stock Symbol Amount Number of Shares
Please see Annex A - -
Par Value
Type of Security /Stock Symbol Amount
Please see Annex A -
Ownership Structure (including percentage holdings)
Name Number of Shares % Ownership
Please see Annex A - -
Board of Directors
Name (Regular or Independent)
Please see Annex A -
Principal Officers
Name Position/Designation
Please see Annex A -
Effect(s)/impact on the business, financial condition and operations of the Issuer

As a result of the Merger, the assets, rights, and liabilities of Indophil and Sonar will accrue to and be owned by DHI as the surviving entity. In exchange, common shares of DHI will be issued to the shareholders of Indophil and Sonar. DHI believes that the Merger will be value-accretive to its shareholders.
Other Relevant Information

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.

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