C04598-2021

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)
Jul 1, 2021
2. SEC Identification Number
7443
3. BIR Tax Identification No.
000-062-736
4. Exact name of issuer as specified in its charter
VULCAN INDUSTRIAL MINING CORPORATION
5. Province, country or other jurisdiction of incorporation
Metro Manila, Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
Quad Alpha Centrum, 125 Pioneer Street, Mandaluyong City Postal Code 1550
8. Issuer's telephone number, including area code
(632) 8631-5139
9. Former name or former address, if changed since last report
N/A
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 Stock 1,450,000,000
11. Indicate the item numbers reported herein
ITEM 9. OTHER EVENTS

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.

Vulcan Industrial & Mining CorporationVUL

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

Result of the Special Meeting of the Board of Directors dated July 1, 2021.
Background/Description of the Disclosure

Please be informed that today a special meeting of the Board of Directors of Vulcan Industrial & Mining Corporation (VIMC) was called to order to discuss the previously disclosed contemplated transaction with the majority stockholders of East Coast Mineral Resources Company Incorporated (ECMRC) represented by Hilario G. Pagauitan and Sofia G. Pagauitan (the HGP Group).

VIMC has always been studying and exploring strategies to generate the most value for its shareholders. Recent changes in the mining climate have prompted VIMC to reconsider its previous decision to exit the mining industry. On a global scale, metal commodity prices have surged, and its outlook continues to be positive. Locally, the moratorium on mining/mineral agreements has been lifted, opening the possibility for new mining projects.

The contemplated transaction will result in VIMC owning a consistently profitable going concern and cashflow-generating mining business, which will allow VIMC to immediately recognize income. Beyond recurring and sustainable income, the envisioned business combination will also provide VIMC the capability to embark on further value-enhancing and growth-oriented expansion initiatives.

Given these drastic improvements in the mining business climate, and the envisioned benefits of the contemplated transaction to VIMC, the following matters were unanimously approved by the Board:

1. Consent to the assignment by National Book Store, Inc. (NBS) in favor of Hilario G. Pagauitan and Sofia G. Pagauitan of its subscription rights over 486,055,662 partially paid shares, and to the assumption by the latter of NBS’ obligations for the unpaid subscription price on such shares;

2. Subscription by the HGP Group to up to Five Billion One Hundred Eighty Million (5,180,000,000) shares out of VIMC’s unsubscribed authorized capital stock and/or out of an increase thereof and more than a majority of VIMC’s outstanding capital stock, through cash and/or by way of transfer of the HGP Group’s ownership in ECMRC, inclusive of its MPSAs, assets and operations, subject to the conditions of the respective operating agreements, into the Company, subject to a third-party fairness opinion/valuation compliant with regulatory requirements;

3. Increase in authorized capital stock by PhP8 billion, or from PhP4 billion to PhP12 billion;

4. Approval and/or ratification of the Memorandum of Agreement dated July 1, 2021 embodying the terms and conditions agreed upon by the Company and the HGP Group regarding the latter’s subscription; and
Other Relevant Information

Please see attached SEC Form 17-C and Memorandum of Agreement (MOA) between VIMC and HGP Group, signed on July 1, 2021.
Filed on behalf by:
Name Iris Marie Carpio-Duque
Designation Primary Corporate Information Officer