Definitive SRC 20-IS 2024-A

COVER SHEET

4 0 9 7 9

SEC Registration Number

Full Name)

Address: No. Street City/Town/Province)

(Secondary License Type, If Applicable) Dept. Requiring this Doc.

Articles Number/Section

Amount of Borrowings

SEAFRONT RESOURCES CORPORATION

7th Floor, JMT Building, ADB Avenue Ortigas Center, Pasig City

8637-2917

Telephone Number

31 December 2023 Fiscal Year Ending

Notice of Regular Annual Stockholders’ Meeting

SEC Form 20-IS Information Statement Pursuant to Section 20 of the Securities Regulation Code Form Type

SEAFRONT RESOURCES CORPORATION

NOTICE OF REGULAR ANNUAL STOCKHOLDERS’ MEETING

TO OUR STOCKHOLDERS:

NOTICE IS HEREBY GIVEN that the Regular Annual Meeting of the Stockholders of Seafront Resources Corporation (the “Company”) will be conducted virtually (or via online means of communication) on Thursday, June 20, 2024 at 3:30 PM, with the following agenda:

(1) Certification of Service of Notice;

(2) Determination of Quorum/Call to Order;

(3) Approval of Minutes of the last Regular Stockholders’ Meeting held on June 22, 2023;

(4) Approval of Management Report and the 2023 Audited Financial Statements contained in the 2022 Annual Report;

(5) Confirmation and Ratificationof all acts, contracts and investments made and entered intoby Management and/or the Board of Directors during the period from June 22, 2023 to June 20, 2024;

(6) Election of Members of the Board of Directors for 2024-2025: a. Approval of the retention and reelection of Mr. Nicasio I. Alcantara and Atty. Ernestine Carmen Jo D. Villareal as Independent Directors.

(7) Appointment of External Auditors;

(8) Other Matters; and

(9) Adjournment.

Only stockholders of recordatclose ofbusiness on May3, 2024 shallbe entitled tovote atsaid meetingoranyadjournment thereof.

Pursuant to the alternative modes of notice as provided for in the Securities and Exchange Commission’s NOTICE dated March 13, 2023, this notice to Stockholders shall be published in the business section of two (2) newspapers of general circulation, in print and online format, for two (2) consecutive days not later than 21 days before the scheduled meeting. The Information Statement, Management Report, SEC Form 17-A, Minutes of the Annual Stockholders Meeting for the year 2023 and other pertinent meeting documents shall be made available in the Company’s website (www.seafrontresources.com.ph) and via PSE Edge.

As allowed under the Company’s Amended By-Laws, the Regular Annual Meeting shall be held virtually or via online/remotecommunication.Thestockholdersshallbeallowed tocasttheirvotesbyproxy,orbyremotecommunication, or in absentia pursuant to Section 49 of the Revised Corporation Code of the Philippines and SEC Memorandum Circular No. 6-2020.

To participate in the Annual Meeting, stockholders must register from 9:00 a.m. of June 3, 2024 until 5:00 p.m. of June 6, 2024 through the following link: http://seafrontresources.com.ph/investor_relations and follow the steps provided therein. The procedures for participation via remote communication and in absentia can be found in the said link. Please see Annex “B” of the Information Statement.

Stockholders who wish to appoint proxies may submit proxy forms until 5:00 p.m. of June 6, 2024 to the Office of Corporate Secretary at 7th Floor, JMT Building, ADB Ave., Ortigas Center, Pasig City or by email to asm@seafrontresources.com.ph. Validation of proxies will be held on June 6, 2024. A sample proxy form will be enclosed in the Information Statement for your convenience.

ATTY. SAMUEL V. TORRES Corporate Secretary

AGENDA DETAILS AND RATIONALE

1. Call to Order

The Chairman of the Board of Directors, Mr. Roberto Jose L. Castillo, will call the meeting to order.

2. Certification of Notice and Quorum

The Corporate Secretary will certify that the written Notice for the meeting was duly sent to stockholders of record, including the date of publication and the newspaper where the notice was published. He will also certify that the quorum exists, and the Stockholders representing at least a majority of the outstanding capital stock, present in person or by proxy, shall constitute a quorum for the transaction of business.

Pursuant to Sections 23 and 57 of the Revised Corporation Code and SEC Memorandum Circular No. 6, Series of 2020, stockholders may participate and vote through remote communication or in absentia. Stockholders may register by submitting the requirements via email at asm@seafrontresources.com.ph and vote in absentia on the matters for resolution at the meeting. A stockholder who votes in absentia, as well as a stockholder participating by remote communication, shall be deemed present for the purpose of quorum.

Please refer to Annex “B” on the Procedures and Requirements for Voting and Participation in the 2024 Regular Annual Stockholders’ Meeting for complete information on remote participation or voting in absentia, as well as on how to join the livestream for the 2024 ASM.

3. Approval of the Minutes of the Annual Stockholders’ Meeting held on June 22, 2023

The Minutes of the Meeting held on June 22, 2023 are available at the Company’s website: www.seafrontresources.com.ph and at the PSE Edge.

4. Approval of Management Report and the 2023 Audited Financial Statements contained in the 2023 Annual Report

The Report summarizes the milestones and key achievements of Seafront Resources Corporation (the “Company”) and provides a clear picture of how the Company achieved its goals and strategic objectives for the year 2023. The Company’s audited financial statements, the highlights of which are explained in the President and Chief Executive Officer’s Report and in the Information Statement. Copies of the 2023 Audited Financial Statements, previously approved by the Board of Directors, were also submitted to the Securities and Exchange Commission (SEC) and the Bureau of Internal Revenue (BIR). Please see Annex “D” for AFS 2023.

5. Confirmation and Ratification of all acts contracts and investments made and entered into by the Management and/or Board of Directors during the period June 22, 2023 to June 20, 2024

The actionsforapprovalare those taken bythe Boardand/orits committees and theManagement since theAnnual Stockholders’ Meeting on June 22, 2023 until June 20, 2024, including the internal procedures for participation in meetings and voting through remote communication or in absentia. Agreements, projects, investments, treasury-related matters and other matters covered by disclosures to the SEC and the Philippine Stock Exchange will likewise be presented for approval. The acts of the officers were those taken to implement the resolutions of the Board or its committees or made in the general conduct of business.

6. Election of Nine (9) members of the Board of Directors for the year 2024-2025

At its meeting held on May 6, 2024, the Corporate Governance Committee, as the standing committee of the BoardofDirectorsconstitutedforthepurposeofreviewingandevaluatingthe qualificationsofpersonsnominated to become members of the Board of Directors (including the independent directors) and pursuant to the provisions of the Revised Manual on Corporate Governance Manual of the Company, reviewed the candidates for director to ensure that they have all the qualifications and none of the disqualifications for nomination and election as members of the Board of Directors.

The nine (9) nominees will be submitted for election to the Board of Directors by the stockholders at the Annual Stockholders’ Meeting. For this year, the candidates to the Board are the following:

a. As Regular Directors:

1) Mr. Roberto Jose L. Castillo

2) Mr. Medel T. Nera

3) Mr. Jose Luis F. Gomez

4) Mr. Victor V. Benavidez

5) Ms. Milagros V. Reyes

6) Ms. Yvonne S. Yuchengco

b. As Independent Directors:

7) Atty. Ernestine Carmen Jo D. Villareal-Fernando

8) Mr. Nicasio I. Alcantara

9) Mr. Basil L. Ong

Please refer to Item 5 – Directors and Executive Officers of the Information Statement for the profile of the nominees to the Board. Stockholders will have the opportunity to elect the directors who will serve for the term 2024- 2025 by way of individual voting, by ballot and by proxy.

7. Appointment of the Company’s External Auditors

The Company’s Board Audit Committee assessed and evaluated the performance for the previous year of the Company’s external auditor, SYCIP GORRES VELAYO & CO. (SGV). Based on the Board Audit Committee, the Board of Directors will recommend the reappointment of SGV as the Company’s external auditor for 2024

SGV, one of the top auditing firms in the country, is fully accredited by the SEC. A resolution for the appointment of the Company’s external auditor for 2024 shall be presented to the stockholders for approval.

9.

Other Matters

The Chairman of the meeting will inquire whether there are other relevant matters and concerns to be discuss.

10. Adjournment

Upon determination that there are no other relevant matters to be discuss, the meeting will be adjourn on motion duly made and seconded.

7. Registrant’s telephone number, including area code: (632) 8637-2917

9. Approximate date on which the Information Statement is first to be sent or given to security holders: May 22, 2024.

10. Securities registered pursuant to Section 4 and 8 of the RSA (information on number of shares and amount of

8. Date, time and place of the meeting of security holders: June 20, 2024 at 3:30 p.m. virtually or via debt is applicable only to corporate registrants):

11. Are any or all of registrant’s securities listed on the Philippine Stock Exchange? Yes______________No_____________ If so, disclose name of the Exchange: The Philippine Stock Exchange, Inc. Preliminary Information Statement √ Definitive Information Statement online/remote communication. http://seafrontresources.com.ph/investor_relations.

A. GENERAL INFORMATION

Item 1 Date, time and place of meeting of security holders

The Regular Annual Meeting of the Stockholders of Seafront Resources Corporation (the “Company”) will be held on Thursday, June 20, 2024, at 3:30 p.m. To be called and conducted and presided virtually or via online/remote communication by the presiding officer at the Company’s principal office address at 7th Floor, JMT Building, ADB Avenue, Ortigas Center, Pasig City. http://seafrontresources.com.ph/investor_relations.

Mailing Address –7th Floor, JMT Building, #27 ADB Avenue, Ortigas Center, Pasig City, Philippines.

Approximate date of which the Information Statement is to be first sent or given to security holders: May 22, 2024

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY

Item 2 Dissenters’ Right of Appraisal

There are no corporate matters or actions that will entitle dissenting stockholders to exercise their right of appraisal as provided in Section 80 of the Revised Corporation Code of the Philippines (RCC).

The Dissenter’s Right of Appraisal shall be available under the following instances:

a. In case of any amendment to the articles of incorporation has the effect of changing or restricting the rights of any stockholders or class of shares, or of authorizing preferences in any respect superior to those outstanding shares of any class, or extending or shortening the term of corporate existence;

b. In case of sale, lease, exchange, transfer, mortgage, pledge or other disposition of all or substantially all of the corporate property and assets as provided in the RCC;

c. In case of merger or consolidation; and

d. In case of investment of corporate funds for any purpose other than the primary purpose of the Company.

In the event that a dissenting stockholder exercises his Right of Appraisal, he shall be entitled to demand payment of the fair value of his shares. The right of appraisal shall be exercised by making a written demand to the Company for the payment of the fair value of shares held, within thirty (30) days after the date on which the vote was taken. Failure to make the demand within such period shall be deemed a waiver of the Appraisal Right. If the proposed corporate action is implemented, the dissenting stockholder shall be paid the fair value his shares as of the day before the vote was taken, excluding any appreciation or depreciation, upon surrender of the certificate or certificates of stock representing the stockholder’s shares (Sec. 81, RCC).

If the dissenting/withdrawing stockholder and the Company cannot agree on the fair value of the shares within sixty (60) days from the approval of the corporate action, the same shall be determined and appraised by three (3) disinterested persons, the first shall be named by the dissenting/withdrawing stockholder, the second by the Corporation, and the third by the two (2) thus chosen. The findings of the majority of the appraisers shall be final, and their award shall be paid by the Company within 30 days after such award is made, but no payment shall be made unless the Company has unrestricted retained earnings in its books to cover such payment. Upon payment by the Company of the agreed or awarded price, the stockholder shall forthwith transfer the shares to the Company (Sec. 81, RCC)

Item 3 Interest of Certain Persons in Matters to be Acted Upon

No director, nominee for election as director, associate of the nominee or executive officer of the Company at any time since the beginning of the last fiscal year had any substantial interest, direct or indirect, by security holdings or otherwise, in any of the matters to be acted upon in the meeting, other than election to office.

No director has informed the Corporation in writing that he intends to oppose any action to be taken by the registrant at the meeting

B. CONTROL AND COMPENSATION INFORMATION

Item 4 Voting Securities and Principal Holders Thereof

a) Number of Shares Outstanding as of April 30, 2024:

Number of Votes Entitled One (1) vote per share

Foreign Equity Ownership as of April 30, 2024: The Company Foreign equity ownership, as follows: No.

b) Only holders of the Company’s stock of record at the close of business on May 3, 2024, acting in person or by proxy, on the day of the meeting are entitled to notice and to vote at the Annual Stockholders Meeting to be held on June 20, 2024. Stockholders of record are entitled to one vote per share. Voting may be done viva voce or by balloting or in absentia

c) Manner of Voting

Section 5.0 of Article II of the By-Laws of the Corporation provides that stockholder may vote at all meetings the number of shares registered in their respective names either in person or by proxy executed in writing, or through remote communication or in absentia as allowed by the Board of Directors. No proxy shall be recognized unless presented to the Secretary for inspection and registration at least ten (10) calendar days before the date of said meeting.

The stockholders have cumulative voting right with respect to the election of the Company’s Directors: (See also Page 17 Item 19 Voting Procedures).

1. Election of Directors shall be held at the Annual Stockholders’ Meeting. It shall be done by majority (2/3 for the amendment of the By-Laws) of stock represented in the meeting, or vote through remote communication or in absentia, and shall be conducted in the manner provided in Section 23 of the RCC, and with such formalities and in such manner as the presiding officer at the meeting shall then and there determine and provide:

a) he/she may vote such number of shares for as many persons as there are Directors to be elected;

b) he/she may cumulate said share and give one candidate as many votes as the number of Directors to be elected multiplied by his/her shares;

c) he/she may distribute them on the same principle among as many candidates as he/she may see fit. In any of these instances, the total number of votes cast by the stockholders should not exceed the number of shares owned by him/her as shown in the books of the Corporation multiplied by the total number of Directors to be elected.

d) Discretionary authority to cumulate vote is not solicited.

d) Security Ownership of Certain Record and Beneficial Owners and Management

1. Security Ownership of Certain Record and Beneficial Owners:

The following table sets forth information with respect to a record or beneficial owner directly or indirectly owning more than 5% of the Company’s Capital Stock as of April 30, 2024

PMMIC 10th Floor, GPL Building, Buendia Ave., Makati City

Alsons Cons. Res., Inc. 2286 Pasong Tamo Ext. Makati City

T/A-SCA#0010

Building, Trust Dept. Paseo de Roxas, Makati City

Building, Trust Dept. P. de Roxas, Makati City

Alsons Consolidated Resources, Inc.(Note 3)

NOTE: 1. None of the holders of the Company’s common shares registered under the name of PCD Nominee owns more than 5% of the company’s common shares.

2. The corporate acts of PMMIC are carried out by its Board of Directors and Management.Ms. Michele Y. Dee is the President of PMMIC.

3. The Corporate acts of Alsons Cons. Res., Inc. are carried out by its Board of Directors. Mr. Nicasio I. Alcantara is the current Chairman and President of the Company.

4. CBC T/A-SSC#0010 and T/A-SSC#0011 are Trust Accounts with China Banking Corporation as Trustee. The Corporate acts of CBC are carried out by its Board of Directors and Management. Mr. Romeo D. Uyan, Jr. is the current President and CEO of the Company. * PCD

include Filipino and Non-Filipino.

2. Security Ownership of Management as of April 30, 2024.

The following are the number of shares owned of record by the Directors, the Chief Executive Officer and each of the key officers of the Company and the percentage of shareholdings of each:

Title of Class

Common

Roberto Jose L. Castillo

Common Milagros V. Reyes

and Director

Common Basil L. Ong

Director

Common Yvonne S. Yuchengco

Common Nicasio I. Alcantara

Common Medel T. Nera Director/Treasurer

Common Ernestine Carmen Jo D. Villareal-Fernando Independent Director

Common Raul M. Leopando

Common Victor V. Benavidez

Common Samuel V. Torres

Secretary

Common Louie Mark R. Limcolioc Asst. Corporate Secretary

Filipino -

Filipino -

“Indirect” Filipino -

“Direct” Filipino -

“Direct” Filipino -

“Indirect” Filipino -

“Direct” Filipino -

Filipino -

As of April 30, 2024, the Company’s directors and executive officers owned an aggregate of 4,926 shares equivalent to 0.40% of the Company’s outstanding shares. None of the members of the Company’s directors and management owns more than 2% of the outstanding capital stock of the Company.

Voting Trust Holders of 5% or more -The Company is not aware of any voting trust or similar arrangement among persons holding more than 5% of a class of shares.

Changes in Control - There had been no change in the control of the Company since the beginning of the last fiscal year. The Company has no existing voting trust or change in control agreements.

Item 5 Directors and Executive Officers:

Roberto Jose L. Castillo

V. Reyes

2018 to present

Filipino 1999 to present

2021 to present

2017 to present

2000 to present

1995 to present

2017 to present

to present

2012 to present

2011 to present

2006 to present

to

2022 to present

The Directors of the Company are elected at the annual meeting of stockholders to hold office until the next annual meeting and until each respective successor shall have been elected and qualified. Each Board member serves for a term of one year or until his successor is duly elected and qualified.

The following are the incumbent directors of the Company and their business experience for the past five (5) years:

Board of Directors

Mr. Roberto Jose L. Castillo, 70, Filipino, Chairman (Non-Executive Director)

Publicly-Listed Companies: Mr. Castillo is the Chairman of the Board since 2018.

Non Listed: He is the Director of the following companies Brightnote Assets Corporation, Kubota-Kasui Philippines Corporation, SQ Resources, Inc., SN Resources, Inc., Somerset Hospitality Holdings Philippines, Inc., Ascott Hospitality Holdings Philippines, Inc. and Tong Hsing Electronics Philippines, Inc. He is also Chairman of the Advisory Board, Carmelray Industrial Corporation and Chairman CJC Corporation.

Educational Background: Master’s degree in Business Administration, Wharton Graduate School of the University of Pennsylvania, Bachelor of Science in Commerce, University of Santo Tomas, Bachelor of Arts, University of Santo Tomas. Professional Qualification: Certified Public Accountant (CPA)

Ms. Milagros V. Reyes, 82, Filipino, Director/President

Publicly-Listed Companies: She is the Director and President of PetroEnergy Resources Corporation and formerly of iPeople, inc.

Non-Listed: She is presently the Chairman of PetroGreen Energy Corporation, Chairman of Maibarara Geothermal, Inc. and Chairman/President of PetroSolar Corporation; Director/Treasurer of Hermosa Ecozone & Development Corporation. She was formerly a Director/Consultant of PNOC-EC and a Senior Vice President of Basic Petroleum and Minerals, Inc.

Educational Background: Bachelor of Science in Geology and Physical Sciences (Double Degree) from the University of the Philippines. She pursued various technical trainings from the National Iranian Oil Co., University of Illinois and Ajman Fields in U.A.E.

Ms. Yvonne S. Yuchengco, 70, Filipino, Director

Publicly-Listed Companies: She is a Director of House of Investments, Inc. Director/Treasurer of PetroEnergy Resources Corporation and Director of iPeople, Inc

Non-Listed: She is the Chairperson/President/Director of Phil. Integrated Advertising Agency, Inc., Royal Commons, Inc., Y Realty Corporation, Y TowerII Office Condominium Corporation, Yuchengco Museum, Inc., Yuchengco Tower Office Cond. Corporation, Chairperson of XYZ Assets Corporation, Director/President of Alto Pacific Corporation, RCBC Land, Inc., Mico Equities, Inc. She is Director/Treasurer of Honda Cars Kaloocan, Inc., Malayan High School of Science, Inc., Mona Lisa Development Corporation, PetroEnergy Resources Corporation, Water Dragon, Inc., DirectorTreasurer/CFO of Pan Malayan Mgm’t. & Inv’t. Corp., Director/Vice Chairperson of Malayan Insurance Co., Inc., Director/Vice President/Treasurer of Pan Managers, Inc., Trustee/Chairperson of The Malayan Plaza Condominium Owners Association, Inc., Trustee of AY Foundation, Inc, Mapua Institute of Technology, Inc., Phil-Asia Assistance Foundation, Inc., She is a member of Advisory Committee of Rizal Banking Corporation, Director/Corporate Secretary of MPC Investment Corporation. She is also a member of the Board of Directors of the following companies: Annabelle Y. Holdings & Management Corporation, Asia-Pac Reinsurance Co., Ltd., A.T.Yuchengco, Inc. DS Realty, Inc., Enrique T. Yuchengco, Inc., GPL Holdings, Inc., House of Investment, Inc., HYDee Management and Resource Corp., iPeople, inc., La Funeraria Paz, Inc.-Sucat, Luisita Industrial Park Corp., Malayan College Laguna, Inc., Malayan Colleges, Inc., Malayan High School of Science, Inc., Malayan International Insurance Corp., Manila Memorial Park Cemetery, Inc., National Reinsurance Corporation of the Philippines, Pan Malayan Express, Inc., Pan Malayan Realty Corporation, Shayamala Corporation and YGC Corporate Services, Inc, Yuchengco Center, Inc.

Educational Background: Bachelor of Arts in Interdisciplinary Studies from the Ateneo De Manila University

Mr. Medel T. Nera, 68, Filipino, Director/Treasurer

Publicly-Listed Companies: Mr. Nera is the Director of iPeople, Inc.; EEI, Inc. and House of Investments, Inc.

Non-Listed: He is also a Director of Generika Group. His past experience include: President and CEO of House of Investments, Inc., Director and President of RCBC Realty Corp.; Chairman of the Board of Greyhounds Security & Investigation Agency Corporation, and Zamboanga Industrial Finance Corporation (ZIFC); Chairman and President of Honda Cars Kalookan, Inc.;DirectorofHI-Eisai Pharmaceuticals,Inc.,InvestmentManagers,Inc.,LandevCorp.,MalayanCollegesLaguna,Inc.Manila Memorial Cemetery Park, Inc., YGC Corporate Services, Inc., Chairman of Risk Oversight Committee and member of the Audit Committee of Rizal Commercial Banking Corp.; and Senior Partner at Sycip Gorres Velayo & Co

Educational Background: Master in Business Administration from Stern School of Business, New York University, USA and Bachelor of Science in Commerce from Far Eastern University, Philippines, International Management Program from Manchester Business School, UK, Pacific Rim Program from University of Washington, USA.

Mr. Nicasio I. Alcantara, 81, Filipino, Independent Director

Publicly-Listed Companies: He is presently Chairman and President of Alsons Consolidated Resources, Inc., an Independent Director of The Philodrill Corporation and Phoenix Petroleum Philippines, Inc.

Non-Listed: Chairman and President of ACR Mining Corporation, Alsons Development and Investment Corporation, Sarangani Agricultural Company, Inc., Conal Corporation, Thermal Energy Corporation, Alto Power Management Corporation and many other subsidiaries under the Alcantara Group. He is the Chairman of the SITE Group International, Ltd. Mr. Alcantara serves as the Chairman ofboththe Corporate Governance Committee and Related Party TransactionsCommittee ofthe BDO Private Bank, Inc. and a member of the Bank’s Audit Committee. He is the Vice-Chairman of Aviana Development Corporation. Director of Enderun Colleges, Inc. Prior to this, Mr. Alcantara held the position of Chairman and President in various corporations, namely, Petron Corporation, Iligan Cement Corporation, Alson Cement Corporation, Northern Mindanao Power Corporation and Refractories Corporation of the Philippines. He was also the Chairman of Alsons Prime Investments Corporation until recently and servedas Directorofthe Bank OneSavings Bancasia Capital Corporation,C. Alcantara &Sons,Inc. and AlsonsCorporation.

Educational Background: Bachelor of Science in Business Administration from the Ateneo de Manila University, Master’s in Business Administration from Sta. Clara University, California, USA

Atty. Ernestine Carmen Jo Villareal-Fernando, 62, Filipino, Independent Director

Non-Listed: She is the Director of various corporations such as: Country Bankers Insurance Corporation, Country Bankers Life Insurance Corporation, Jose E. Desiderio, Inc. and Fuego y Hielo, Inc., Founding Partner, Platon Martinez Flores San Pedro Leano FernandoPanagsaganBantilan Law Office from1996-2004. IndependentDirectorofRCBC Securities, Inc.,RCBCForex Brokers Corporation and RP Land Development Corporation, Treasurer – Trustee of Philippine Bar Association.

Educational Background: Bachelor of Laws from the University of the Philippines, A.B. Economics-College Scholar, Dean’s Medal from the University of the Philippines, Certificate in Math and Computer Programming at Michigan State University, Computer Center.

Mr. Victor V. Benavidez, 72, Filipino, Director

Publicly-Listed Companies: He is a Director of Boulevard Holdings, Inc.

Non-Listed: He is formerly the General Manager of Alakor Securities, Inc, Director, Mariwasa Siam Holdings, Anglo Philippines Holdings Corporation, VP and Director Mabuhay Holdings Corporation and Tagaytay Properties & Holdings Corporation, Columnist, The Daily Globe, Investment Research Consultant of James Capel, Manager/Corplan of Banco Filipino and Manager/Investment Research of Anselmo Trinidad & Co.

Educational Background: Bachelor of Science in Economics from the University of Sto. Tomas, Master’s Degree in Economics from the University of Sto. Tomas, Professional Development Program from CRC.

Mr. Raul M. Leopando, 73, Filipino, Director

Publicly-Listed Companies: He is presently a member of a Board of Director of UPSON International Corporation. Non Listed: He was formerly a Director of Maibarara Geothermal Incorporated. He was formerly President/CEO of RCBC Capital Corporation; Chairman of the Board of RCBC Securities Corporation, Vice Chairman of the Board of RCBC Bankard, Senior Consultant to the Chairman of RCBC; Director of PetroEnergy Resources Corporation and PetroGreen Corporation. He was also member of the Board of Directors of several other corporations. He was also formerly President of Investment Houses Association of the Phils. (IHAP). He is a lifetime member of the Financial Executive Institure (FINEX).

Educational Background: Bachelor of Arts in Economics from the University of the Philippines and Bachelor of Science in Commerce-Accounting from San Beda University

Mr. Basil L. Ong, 72, Filipino, Independent Director

Publicly-Listed Companies: He is formerly an Independent Director at PetroEnergy Resources Corporation since 2011 to 2020 Non-Listed: Mr. Ong likewise has board membership in various corporations, namely: Transnational Diversified Group, Inc., Wordtext Systems, Inc. (WSI),Transnational Medical and Diagnostic Center, Inc. Botika TDG, Inc., Wellcare Health Maintenance, Inc.

Educational Background: Mr. Ong, received his Bachelor’s Degree in Management from the Ateneo de Manila University and he completed his post graduate the Program for Management Development at the Harvard Business School.

Executive Officers:

Ms. Milagros V. Reyes, 82, Filipino, Director/President

Publicly-Listed Companies: She is a Director and President of PetroEnergy Resources Corporation and formerly of iPeople, Inc. Non-Listed: She is presently the Chairman PetroGreen Energy Corporation, Chairman of Maibarara Geothermal, Inc. and PetroSolar Corporation; Director/Treasurer of Hermosa Ecozone & Development Corporation. She was formerly a Director/Consultant of PNOC-EC and a Senior Vice President of Basic Petroleum and Minerals, Inc. Educational Background: Bachelor of Science in Geology and Physical Sciences (Double Degree) from the University of the Philippines. She pursued various technical trainings from the National Iranian Oil Co., University of Illinois and Ajman Fields in U.A.E.

Atty. Samuel V. Torres, 59, Filipino, is the Gen. Counsel/Corporate Secretary of AY Foundation, Alto Pacific Company, Inc. (Formerly: The Pacific Fund, Inc.), Bankers Assurance Corp., FBIA Insurance Agency, Inc., Bluehounds Security & Invt. Agency, Enrique T. Yuchengco, Inc., First Nationwide Assurance Corp., GPL Holdings, Inc. GPL Cebu Tower Office Cond. Corp., GPL Holdings, Inc., Grepaland, Inc., Grepa Reality Holding Corporation, Hexagon Integrated Financial & Insurance Agency, Hi-Eisai Pharmaceutical, Inc., Honda Cars Kalookan, Inc, House of Investments, Inc.,Hexagon Integrated Fin. Ins. Agency, Inc., Hexagon Lounge, Inc., iPeople, Inc., Investment Managers, Inc.,Landev Corporation, La Funeraria Paz-Sucat, Inc., Malayan High School of Science, Inc., Malayan Insurance Co., Inc., Mico Equities, Inc., Malayan Colleges, Inc., Malayan Colleges Laguna, Inc., MalayanSecurities Corporation, Mapua Information Technology Center, Inc., MJ888 Corporation, Mona Lisa Development Corporation, Pan Malayan Management & Investment Corporation, Pan Malayan Realty Corporation, Pan Malayan Express, Inc., Pan Pacific Computer Center, Inc., People eServe Corporation, PetroEnergy Resources Corporation, Philippine Integrated Advertising Agency, Inc., Royal Commons, Inc.,RCBC Forex Corporation, RCBC Realty Corporation, RCBC Land, RCBC Securities, Inc., RCBC Bankard Services Corporation, RCBC Securities, Inc., RP Land Development Corporation,SunLifeGrepaFinancial,Inc.,YuchengcoMuseum,YGCCorporateServices, Inc.,YRealtyCorporation,YTower II Office Condominium Corp., Yuchengco Tower Office Condominium Corp. and Xamdu Motors, Inc.

Educational Background: Bachelor of Science in Business Economics from the University of the Philippines and Bachelor of Laws from Ateneo de Manila University.

BOARD

ATTENDANCE

The record of attendance of the Board of Directors in the Board Meetings and Stockholders’ Meeting for the calendar year 2023 and also Board Committee Meetings.

Nominees for Election as Members of the Board of Directors for the year 2024-2025:

The following incumbent directors except for Mr. Jose Luis F. Gomez who has been nominated to the Board of Directors of the Company for the ensuing year 2024-2025 and have been approved for election by the Corporate Governance Committee at its meeting on May 6, 2024.

1. Mr. Roberto Jose L. Castillo – Director 6. Mr. Nicasio I. Alcantara – Independent Director

2. Ms. Milagros V. Reyes – Director 7. Atty. Ernestine Carmen Jo D. Villareal-Fernando–IndependentDirector

3. Mr. Jose Luis F. Gomez – Director

4. Ms. Yvonne S. Yuchengco - Director

5. Mr. Medel T. Nera– Director

8. Mr. Basil L. Ong – Independent Director

9. Mr. Victor V. Benavidez– Director

Below are the qualifications of Mr. Luis F. Gomez, 62 Filipino He is the Chairman of RCBC Securities, Inc, Director of RCBC Capital Corporation and RCBC Bankard Services, Inc. He is formerly the President and Chief Executive Officer of RCBC Capital Corporation, Associate Director of AIG Investment Corporation, Peregrine Capital Phils., Director and General Manager of Falcon Properties and Resources Corporation, Assistant Vice President of Bank of America NT & SA and Investment and Capital Corporation of the Philippines. Educational Background: Bachelor of Science in Management Engineering from Ateneo de Manila University

Nomination and Election of Independent

Directors:

Atty. Arturo B. Maulion, a stockholder of record, formally nominated Mr. Nicasio I. Alcantara, Atty. Ernestine Carmen Jo D. Villareal-Fernando and Mr. Basil L. Ong as Independent Directors. Atty. Maulion has no relations with the Nominees. (Please see attached Annex “A” for the Certification of Independent Directors). Re-election of Mr. Nicasio I. Alcantara and Atty. Ernestine Carmen Jo Villareal-Fernando as Independent Directors.

Mr. Nicasio I. Alcantara, 81, Filipino, Independent Director

Mr. Alcantara is a product of Ateneo de Manila University witha degree in BS Business Administration in 1964. He then pursued his studies abroad and finished his Masters in Business Administration post-graduate diploma atSta. Clara University, California, U.S.A. in 1968. Mr. Alcantara is a distinguished and an astute businessperson who has been at the helm of numerous different companies in finance, real estate, agriculture, mining, oil and power. He is presently the Chairman and President of Alsons Consolidated Resources, Inc., Alto Power Management Corp., Alsons Thermal Energy Corp., ACR Mining Corp., the Chairman of Site Group International Limited, an Australian company, and Conal Corporation, and the Vice Chairman of Aviana Development Corp.

From 2001 until 2009, he led Petron Corporation, the largest oil refining and marketing company, one of the leading oil suppliers in the Philippines, as its Chairman and CEO. He likewise served as Chairman and President for various corporations, namely, Western Mindanao Power Corporation, Northern Mindanao Power Corporation, Southern Phil. Power Corp., Refractories Corporation of the Phils., Davao Industrial Plantation, Inc., Alsons Insurance Brokers Corp., Alsons Cement Corporation, Alsons Aquaculture Corporation, and Chairman of Acil Corporation.

In addition to the aforementioned executive positions, Mr. Alcantara held and continues to hold directorships with numerous companies. Alcantara’s first directorship experience traces as far back as 1973 with Alsons Insurance Brokers Corp. and has been well-sought as director by several companies ever since. For five (5) decades, or from 1973 onwards, Mr. Alcantara served and continues to serve as director for various corporations, namely: Aces Technical Services, Inc., Acil Corporation, Alabel Sa Lipa Farms, Inc., Alcor Transport Corporation, Aleca Corp., Alsing Power Holdings, Inc., Alsons Aquaculture Corporation, Alsons/AWS Information System, Inc., ACR Mining Corporation, Alsons Corporation, Alsons Development and Investments Corp., Alsons Land Corporation, Alsons Power Holdings Corporation, Alson Properties Corporation, Alsons Security Co., Inc., Alsons Thermal Energy Corp., Alsons Prime Investments Corp., Alto Power Management Corporation, Alsons Cement Corporation, Alsons Consolidated Resources, Inc., Aquasur Resources Corporatioon, Buayan Cattle Co., Inc., C. Alcantara and Sons, Inc., Bank One Savings & Trust Corp., Bancasia Finance and Investment Cop., Bancasia Capital Corporation, Conal Corporation, Enderun Colleges Inc., Finfish Hatcheries, Inc., Indophil Resources NL, Kennemer Foods International, Lima Agri Farms, Inc., Lima Land, Inc., Roscal Corporation, Samal Agricultural Dev’t. Corporation, San Ramon Power, Inc., Sarangani Agricultural Co., Inc., Sarangani Cattle Co., Inc., Sarangani Energy Corporation, Sagittarius Mines, Inc., Seawood Holdings Incorporated, South Star Aviation Corporation, Sunfoods Agri. Ventures, Inc., Site Group International, Ltd., Southern Philippines Power Corporation, T'boli Agro-Industrial Development, Inc., Trusto Corporation, Western Mindanao Power Corporation, WWF Philippines,United Pulp and PaperCo. Mr. Alcantara likewise holds independentdirectorposition with BDO Private Bank, Inc., Phoenix Petroleum Philippines, Inc., and The Philodrill Corporation.

With the above, Mr. Alcantara’s extensive experience in various industries and remarkable professional reputation is beyond question. His guidance, through the knowledge and wisdom he gained over the years, would therefore be more than necessary in stimulating the Company’s financial growth.

Atty. Ernestine Carmen Jo Villareal-Fernando, 62, Filipino, Independent Director

Atty. Villareal-Fernando graduated fromthe University ofthe Philippines with a degree in A.B. Economics in1982 with a Dean’s Medal award and having been a college scholar. Atty. Villareal- Fernando pursued her law studies in the University of the Philippines and graduated Bachelor of Laws in 1987. Prior to her UP education, she was granted a scholarship and secured a Certificate in Math and Computer Programming from Michigan State University. She was also granted a scholarship in the revived UP LLM Program. She is a member of the UP Delta Lambda Sigma Sorority and served as its Grand Archon in 1986. She was also President of the UP Delta Lambda Sigma Alumni Association.

Atty. Villareal-Fernando was admitted to the Philippine Barin 1988. In the early years ofAtty. Villareal-Fernando’s law practice, she worked with Siguion Reyna Montecillo & Ongsiako Law Office, one of the oldest law firms in the Philippines, wherein she became its first female partner. She subsequently became one of the founding and Senior Partners of Platon Martinez Flores San Pedro Leano Fernando Panagsagan Bantilan Law Office in 1996, one of the top and prominent law firms in the Philippines. She co-headed its Labor Department as well. Her law practice covers the areas of general litigation, product liability, labor law, corporate law, property and due diligence.

Atty. Villareal-Fernando left the Firm in 2004 to live overseas. She continued a distinguished career in the corporate practice as she held and continues to hold directorships with various notable corporations. Atty. Villareal-Fernando serves as independent director for RCBC Forex Inc., RP Land Development Corp., Seafront Resources Corporation. She also sits on the board of directors of Fuego y Hielo Publishing, Country Bankers Insurance Corporation, Country Bankers Life Insurance Corporation, and Jose E. Desiderio, Inc. Simultaneous to these directorships, as Independent Director of RCBC Securities Inc., she presided as Chairman of RCBC Securities Inc.’s Audit Committee and Corporate Governance Committee; and was a member of various committees such as Risk Management Committee and Compensation and Remuneration Committee. She is also on the Audit Committee of Seafront Resources Corporation. She is likewise in the Executive Committee, Corporate Governance Committee and Audit Committee of both Country Bankers Life Insurance Corp. and Country Bankers Insurance Corp. She is also on the Board of the Philippine Bar Association, the oldest voluntary lawyers’ group of the Philippines where she is likewise its Treasurer. She is with the University ofthe Philippines Law Alumni Foundation where she is Vice Treasurer. She is also a Fellow of the Institute of Corporate Directors.

Notwithstanding the above, Atty. Villareal-Fernando still finds the time to share her knowledge and wisdom as an academe in several institutions and companies. She is a lecturer at the UP College of Law and is the lone Lecturer representative on the UP Law Academic Personnel Committee. She was once Chairman of the UP Law Commercial Law Cluster. She has likewise lectured for the National Convention of the Integrated Bar of the Philippines, the UP Law Center and private corporations. She has been trained in the United Kingdom and in the Asia Pacific region on litigation and evidentiary training.

Given Atty. Villareal-Fernando’s aforementioneddeepandimpressive professionaltrack-record in thefieldsoflaw andcorporate practice, together with her passion as an academe, it is undeniable that her knowledge and wisdom would prove to be invaluable in leading and guiding the Company towards a much robust future.

Considering the above, the Corporate Governance Committee passed upon the qualifications of the above-named nominees and found no disqualifications in accordance with Rule 38 of Republic Act No. 8799 or otherwise known as the Securities Regulation Code (SRC) and the Company’s Manual on Corporate Governance, and as provided for in the Company’s By-Laws, as amended and approved by the Board of Directors and Stockholders on June 29, 2020, and July 27, 2020, respectively.

The Corporate Governance Committee adheres to the criteria and guidelines governing the conduct of the nominations as set forth in the procedures under SRC Rule 38 on the Nomination and Election of Independent Directors, Amended By-Laws, and the Company’s Manual on Corporate Governance.

The Company has adopted SRC Rule 38 and compliance therewith has been made. Only nominees whose names appear on the Final List of Candidates shall be eligible for election as Independent Director. No further nominations shall be entertained or allowed on the floor during the actual annual stockholders’ meeting. An Independent Director is a person who is independent of management and the controlling shareholder, and is free from any business or other relationship which could, or could reasonably be perceived to, materially interfere with his exercise of independent judgement in carrying out his responsibilities as a director. (Please see Annex “A” for the Certification of Independent Director).

The members of the Board of Directors and the Independent Directors are elected at the general meeting of stockholders, who shall hold office for the term of one (1) year or until their successors shall have been elected and qualified.

The Management Committee members and other Officers of the Company, unless removed by the Board of Directors, shall serve as such until their successors are elected or appointed.

Significant Employees

Other than the aforementioned Directors and Executive Officers identified in the item on Directors and Executive Officers in this Information Statement, there are no other employees of the Company who may have significant influence in the Company’s major and/or strategic planning and decision-making. The Corporation values its human resources. It expects each employee to do his share in achieving the Corporation’s set goals.

Family Relationship

There are no family relationships known to the Company.

Certain Relationships and Related Transactions (refer to Note 13 of the 2023 Audited Financial Statements)

Related party relationship exists when one party has the ability to control, directly, or indirectly through one or more intermediaries, the other party or exercise significant influence over the other party in making financial and operating decisions. Such relationship also exists between and/or among entities, which are under common control with the reporting enterprises and its key management personnel, directors, or its shareholders. In considering each related party relationship, attention is directed to the substance of the relationship, and not merely the legal form. The Company in its regular conduct of business has entered into the following transactions with related parties consisting of reimbursement of expenses and management and accounting services agreements.

All of the related party transactions disclosed in the Notes to the AFS are required disclosures of the law under the SEC and BIR regulations.

Involvement in Certain Legal Proceedings

For the past five (5) years, none of the Directors or Executive Officers was involved nor has any such officer or director has been involved in any legal cases under the Insolvency Law or the Philippine Revised Penal Code either as defendant or accused, nor has any such officer or director been the subject of any court order, judgment or decree barring, suspending or otherwise limiting him from engaging in the practice of any type of business including those connected with securities trading, investments, insurance or banking activities.

As of this report, the Company is not a party to any litigation or arbitration proceedings of material importance, which could be expected to have a material adverse effect on the Company or on the results of its operations. No litigation or claim of material importance is known to be pending or threated against the Company or any of its properties.

As of the record date, to the best of Company’s knowledge, there are no legal proceedings against the directors and executive officers of the company within the categories described in SRC Rule 12, Part 1V paragraph (A) (4).

Stocks Warrants or Options

No warrants or options were granted to the Directors and Officers from 1999.

Disagreements with the Company

No director has resigned or declined to stand for re-election for the Board of Directors since the date of the annual meeting of security holders due to any disagreement with the Corporation relative to the Corporation’s operations, policies and practices.

Item 6 Compensation of Directors and Executive Officers

Summary Compensation Table (CEO and Top 4 Highest Paid Executive Officer)

Milagros V. Reyes

Medel T. Nera

Atty. Samuel V. Torres

Atty. Louie Mark R. Limcolioc

Summary Compensation Table (All Directors as a group)

All Directors as a group*

*all executive officers of the company do not receive any compensation. ** 2024 projected per diem during BOD meetings.

There is no employment contract between the registrant and the Chairman and all others Executive Officers. Director’s per diem is P5,000.00 per BOD meeting.

There are no other arrangements pursuant to which any director of the company was compensated, or is to be compensated, directly or indirectly.

Item 7 Independent Public Accountant

The external auditor of the Corporation is the auditing firm of SyCip Gorres Velayo & Co. (SGV), which was endorsed by the Audit Committee to the Board. The Board approved the endorsement and submitted the same for stockholders’ approval at the scheduled annual meeting of the stockholders. SGV accepted the Company’s nomination for re-election this year.

SGV performed the following audit services for the calendar year ended December 31, 2023 and 2022: 1) the examination of the financial statements of the Company; 2) review of income tax returns; and 3) such other services related to the filing of reports made to the SEC and the Bureau of Internal Revenue (BIR)

The representatives of SGV were consistently present during previous shareholders’ meeting and are expected to attend this year’s stockholders’ meeting to address questions as regards matters for which their services were engaged.

In compliance with SRC Rule 68 Paragraph 3 (b) (1V) (Re: Rotation of External Auditors), Ms. Ana Lea Bergado’s engagement as signing partner for SGV for the purpose of examining the Company’s 2022 financial statements, did not exceed the five-year term limit. Ms. Ana Lea Bergado’s engagement as signing partner of SGV for Calendar year 2023 is likewise subject to the approval by the shareholders. A two-year cooling off period shall be observed in the re-engagement of the same signing partner or individual audit.

Disagreements with Accountants on Accounting and Financial Disclosures

As of December 31, 2023, there were no reported disagreements with Accountants on Accounting and Financial Disclosure.

Audit and audit- related fees

External audit fees amounted to ₱423,360 (inclusive of VAT) as of December 31, 2023. Said fees are for the audit and review of registrant’s annual financial statements and other services rendered in connection with filing of said financial statements with the government institution such as SEC and BIR.

Aside from those discussed above, there were no other fees incurred for the assurance and other services, such as tax accounting, compliance, advice, planning and any other form of tax services for year end 2023 and 2022

It is the policy of the Company that all audit findings are presented to its Audit Committee which reviews and make recommendations to the Board on actions to be taken thereon. The Board of Directors of the Company passes upon and approves the AuditCommittee/BROC’s recommendations. The Audit/Board Risk OversightCommittee (BROC), the Board ofDirectors and the stockholders of Seafront Resources Corporation approved the engagement of SGV & Co as the Company’s external auditor. The members of the Audit Committee/BROC are as follows:

Nicasio I. Alcantara - Chairman - Independent Director

Basil L. Ong - Member – Independent Director

Ernestine Carmen Jo Villareal-Fernando - Member - Independent Director

Item 8 Compensation Plan

No actionistobe taken with respect toanyplanpursuanttowhich cashornon-cashcompensation maybepaidordistributed.

C. ISSUANCE AND EXCHANGE OF SECURITIES

Item 9 Authorization or Issuance of Securities Otherwise than for Exchange There is no matter or corporate action to be taken up in the meeting with respect to issuance of securities.

Item 10 Modification or Exchange of Securities No Modification of Outstanding Securities

Item 11 Financial and Other Information

The Audited Financial Statements of the Company is attached as Annex “D”. The Management’s Discussion & Analysis is incorporated in the attached Management Report.

Item 12 Mergers, Consolidation, Acquisition and Similar Matters Not Applicable.

Item 13 Acquisition or Disposition of Property Not Applicable.

Item 14 Restatement of Accounts None.

D. OTHER MATTERS

Item 15 Action with Respect to Reports

a) Approval of the Minutes of the 2023 Annual Shareholders’ Meeting;

The Minutes of 2023 Annual Shareholders Meeting reflects the following:

1. Approval of Management Report and the 2023 Audited Financial Statements contained in the 2022 Information Statement.

2. Confirmation and Ratification of all acts, contracts and investments made and entered into by Management and/or the Board of Directors during the period of 23 June 2022 to 22 June 2023

3. Election of Nine (9) members of the Board of Directors for the year 2023-2024

4. Appointment of External Auditors.

b) Approval of Management Report and the 2023 Audited Financial Statements;

c) Confirmation and Ratification ofall acts, contracts and investments made and entered into by Management and/or the Board of Directors during the period of June 22, 2023 to June 23, 2024;

1. Constitution of various Committees and Appointment of Chairman and Members: (Organizational Meeting held June 22, 2023). Such as:

Corporate Governance Committee

Chairperson - Ernestine Carmen Jo D. Villareal-Fernando - Independent Director Members - Nicasio I. Alcantara - Independent Director - Basil L. Ong – Independent Director

Audit Committee/BROC

Chairperson - Nicasio I. Alcantara – Independent Director Members - Ernestine Carmen Jo D. Villareal-Fernando - Independent Director - Basil L. Ong – Independent Director

Corporate Information Officer/ -Atty. Samuel V. Torres

Asst. Corporate Information Officer/ Compliance Officer - Atty. Louie Mark R. Limcolioc

2. Ratification of acts and resolutions of Management and of the Board of Directors as referred to in the Notice of the Annual Meeting refers only to acts and resolutions done in the ordinary course of business and operation of the Company. Ratification is being sought in the interest of transparency and as a matter of customary practice or procedure undertaken at every Annual Meeting of Stockholders of the Company.

There are no other acts and resolutions of Management and of the Board of Directors that needs the approval of the stockholders.

d) Election of Nine (9) members of the Board of Directors (including Independent Directors) for the year 2024-2025

Item 16 Matters Not Required to be Submitted

a) Proof of the required notice of the meeting

b) Proof of the presence of a quorum

Item 17 Amendment of Charter, By-Laws or Other Document None.

Item 18 Other Proposed Action None.

Item 19 Voting Procedures

Considering that the Company will dispense with the physical attendance of its stockholders, the Board of Directors has adopted an internal procedure for the voting and participation in the 2024 Annual Stockholders’ Meeting, which covers both electronic voting in absentia and proxy voting. For the detailed steps and guidelines, please see attached Annex “B” Procedures and Requirements for Voting and Participation in the 2024 Annual Stockholders’ Meeting.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this report is true, complete and correct. This report is signed in the City of Pasig on May 7, 2024.

SEAFRONT RESOURCES CORPORATION

By:

Corporate Secretary

MANAGEMENT REPORT TO STOCKHOLDERS

PART I - BUSINESS AND GENERAL INFORMATION

INCORPORATED HEREIN ARE THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF SEAFRONT RESOURCES CORPORTION FOR THE YEAR ENDED DECEMBER 31, 2023 WITH THE CORRESPONDING STATEMENT OF MANAGEMENT RESPONSIBILITY.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

For the last five (5) years, there have been no disagreements with the independent accountants on any matter of accounting principles or practices, financial statement disclosures or auditing scope or procedure. (Please see discussion on page 15 of the Information Statement Item 7 – Independent Public Accountant, Audit and Audit-Related Fees.

Description of Business

Item 1 - Business Development

Seafront Resources Corporation (the “Company”) was registered with the Securities and Exchange Commission (SEC) on April 16,1970asanoilexplorationandproductioncompany. OnOctober18,1996,theCompanyamendeditsArticlesofIncorporation which provides for the revision of its primary purpose from engaging in the business of oil exploration and production into a holding company and to include oil exploration and production business as one of its secondary purposes.

The Company implemented aquasi-reorganization plan whereby(a)its authorized capital stockwas decreased fromP800 Million divided into 800 Million shares, to P388 Million divided into 388 Million shares, both at par value of P1; and (b) its issued and subscribed capital stock were decreased from P575 Million to P163 Million applied proportionately for all stockholders. The reduction surplus resulting from the quasi-reorganization was used to offset the Company’s deficit as of December 31, 1997. The quasi-reorganization plan was approved by the SEC on October 5, 1998.

The registered office address of the Company is 7th Floor, JMT Building, ADB Avenue, Ortigas Center, Pasig City.

The Company’s shares of stocks are listed and are currently traded at the Philippine Stock Exchange.

Business of Issuer

A. Investments in Financial Assets at Fair Value through Profit and Loss (FVTPL) (Notes 8 and 14 of the AFS) The Company maintains a portfolio of investments in stocks traded in the Philippine Stock Exchange and investment in Government Securities. These financial assets at FVTPL are carried at fair value as follows:

2023 2022

securities:

B. Investment in Financial Assets at Fair value through other comprehensive income (FVOCI) (Notes 8 and 14 of the AFS)

Financial assets at FVOCI consist of quoted and unquoted shares of stock held for long-term investment purposes and are carried at fair value. The carrying values of these investments are as follows:

2023 2022

Listed equity securities: PetroEnergy Resources Corporation (PERC)

equity security: Hermosa Ecozone Development Corporation (HEDC)

Investment in HEDC

On January 31, 1997, the Company entered into a Project Shareholders’ Agreement with five other companies led by Investment and Capital Corporation of the Philippines (ICCP) and Penta Capital Investment Corporation (PCIC) to develop 500 to 600 hectares of raw land in Hermosa, Bataan into a new township consisting of industrial estates, residential communities, a golf and country club and a commercial center.

The Management of HEDC is continuing its strategic initiatives aimed at maximizing the potential of its properties. Efforts are being intensified to sell the remaining saleable properties. Acknowledging the criticality of thorough planning, HEDC has initiatedadetailedmasterplanningprocessfortheHermosaEcozoneIndustrialPark(HEIP)168hectaresproposedexpansion, previously earmarked 229 hectares for leisure and residential purposes. The master planning process will ensure that the development signs with the company’s vision for sustainable growth while adhering to regulatory requirements and environmental considerations.

On June 27, 2023, the President of the Philippines signed the Presidential Proclamation of Hermosa Ecozone Industrial Park (HEIP) for the inclusion of 20.43 hectares into the existing HEIP Special Economic Zone.

The fair value of investment in HEDC is determined using the adjusted net asset method wherein the assets of HEDC consisting mainly of parcels of land are adjusted from cost to its fair value. The valuation of the parcels of land was performed by a Securities and Exchange Commission - accredited independent valuer as at December 31, 2023 and 2022. This measurement falls under Level 3 in the fair value hierarchy.

Fair value measurement disclosures for the determination of fair value of unquoted equity securities are provided in Note 14 of the AFS.

Transaction with and/or dependence on related parties

Not applicable

Percentage of sale or revenue and net income contributed by foreign sales

Revenues which are mainly from the unrealized gains on market value changes of FVPL, interest income, dividend and rental income are denominated in Pesos. There are no revenues from foreign sales.

Total number of employees

The Company has no employees; PERC provides administrative, accounting and legal services to the Company. The Company does not anticipate any special undertaking that would warrant hiring some people for regular employment.

Competition

The Company itself has no competitor because it is a holding company. Its major investment, HEDC has competitors such as Clark Development Corporation, Subic Gateway Park and other nearby industrial zones.

Patent, trade, copyright, licenses and etc.

The Company has no existing patents, trademarks, copyrights, licenses, franchises, concessions or royalty agreements.

Research and development activities

No amount of money was spent for development activities for the last three fiscal years. The Company does not intend to acquire additional properties in the next twelve (12) months. However, the Company can sustain its need for operating expenses in the ordinary course of business.

Products

The Company has its investments in stocks (as discussed in the “Business of the Issuer”) as its principal product. Total revenue as of December 31, 2023 amounted to P6.642 million, bulk of which is from the interest income from the money market placements and net gain on fair value changes on financial assets at FVTPL. Other than discussed, the Company has no principal product which contributes 10% or more to sales or revenues. No government approval is needed for its principal product.

Risk Factors

Political, Economic and

Legal

Risks in the Philippines

The Philippines has, from time to time, experienced military instability, mass demonstrations, and similar occurrences, which have led to political instability. The country has also experienced periods of slow growth, high inflation and significant depreciationofthePeso. Theregionaleconomiccrisiswhichstartedin1997negativelyaffectedthePhilippineeconomyresulting in the decline of the Peso, higher interest rate, increased unemployment, greater volatility and lower value of the stock market,

lower credit rating of the country and the reduction of the country’s foreign currency reserves. There has also been growing concerns about the unrestrained judicial intervention in major infrastructure project of the government.

There is no assurance that the political environment in the Philippines will be stable and that current or future governments will adopt economic policies conducive to sustained economic growth.

The general political situation in and the state of the economy of the Philippines may influence the growth and profitability of the Company. Any future political or economic instability in these countries may have a negative effect on the financial results of the Company.

Equity Partnership Risk

The Company entered into a Project Shareholder’s Agreement with five (5) other companies led by Investment and Capital Corporation of the Philippines and Penta Capital Investment Corporation to develop 500-600 hectares of raw land in Hermosa, Bataan. Into a township consisting ofindustrial estates, residential communities, a golfand country club and a commercial center. This situation may involve special risks associated with the possibility that the equity partner (i) may have economic or business interests or goals that are inconsistent with those of the Company; (ii) take actions contrary to the interests of the Company; (iii) be unable or unwilling to fulfill its obligations under the Project Shareholder’s Agreement; or (iv) experience financial difficulties. These conflicts may adversely affect the Company’s operations. To date, the Company has not experienced any significant problems with respect to its equity partners.

Financial Risk Management Objectives and Policies (Note 14 of AFS)

The Company’s financial instruments comprise cash and cash equivalents, receivables, financial assets, accounts payable and accrued expenses and subscriptions payable. The main purpose of these financial instruments is to fund its own operations and capital expenditures. The BOD reviews and approves policies for managing these risks. Also, the Audit Committee of the BOD meets regularly and exercises oversight role in managing these risks.

Financial Risks

The main financial risks arising from the Company’s financial instruments are liquidity risk, market risk and credit risk.

a. Liquidity

Risk

Liquidity risk is the risk that the Company is unable to meet its financial obligation when due. The Company has substantial investments in shares of stock which are not listed in the Philippine Stock Exchange and may not be readily convertible to liquid assets necessary to meet any potential additional liquidity requirements of the Company. Investments in unquoted equity securities classified as financial assets at FVOCI amounted to ₱490.65 million and ₱507.96 million, as of December 31, 2023 and 2022, respectively.

The Company monitors its cash position and overall liquidity position in assessing its exposure to liquidity risk. The Company maintains a level of cash and cash equivalents deemed sufficient to finance operations and to mitigate the effects of fluctuation in cash flows.

The Company’s accounts payable and accrued expenses are all settled on a monthly basis.

Please refer to Note 14 of the AFS for the maturity profile of the Company’s financial assets and liabilities

b. Market Risk

Market risk is the risk of loss on future earnings, on fair values or on future cash flows that may result from changes in market prices. The value of a financial instrument may change as a result of changes in interest rates, foreign currency exchanges rates, commodity prices, equity prices and other market changes. The Company’s market risk emanates from its holdings in debt and equity securities.

The Company closely monitors the prices of its debt and equity securities as well as macroeconomic and entity-specific factors which could directly or indirectly affect the prices of these instruments. In case of an expected decline in its portfolio of equity securities, the Company readily disposes or trades the securities for replacement with more viable and less risky investments.

Equity Price Risk

The Company closely monitors the prices of its debt and equity securities as well as macroeconomic and entity-specific factors which could directly or indirectly affect the prices of these instruments. In case of an expected decline in its portfolio of equity securities, the Company readily disposes or trades the securities for replacement with more viable and less risky investments.

Such investment securities are subject to price risk due to changes in market values of instruments arising either from factors specific to individual instruments or their issuers, or factors affecting all instruments traded in the market.

Interest Rate Risk

The Company’s exposure to market risk for changes in fixed interest rates relates primarily to the Company’s money market placements and debt securities.

There is no other impact on the Company’s equity other than those already affecting net income.

c. Credit Risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. With respect to credit risk arising from cash and cash equivalents, receivables, financial assets at FVTPL and financial assets at FVOCI, the Company’s exposure to credit risk is equal to the carrying amount of these instruments. The Company limits its credit risk on these assets by dealing only with reputable counterparties.

For cash and cash equivalents, the Company applies the low credit risk simplification where the Company measures the ECLs on a 12-month basis based on the probability of default and loss given default which are publicly available. The Company also evaluates the credit ratingofthebank and otherfinancial institutions to determinewhetherthe debt instrument has significantly increased in credit risk and to estimate ECLs.

The Company considers its cash and cash equivalents as high grade since these are placed in financial institutions of high credit standing. Accordingly, ECLs relating to these debt instruments rounds to nil.

The Company’s receivables are aged current as of December 31, 2023 and 2022. No receivables are considered creditimpaired.

As of December 31, 2023 and 2022, the carrying values of the Company’s financial instruments represent maximum exposure as of reporting date.

Please refer to Note 14 of the 2023 AFS for the maximum credit risk exposures on the financial instruments.

Capital

Management (Note 15 of the AFS)

The primary objective of the Company’s capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximize shareholders’ value.

The Company manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders or issue new shares.

The Company monitors capital using a debt-to-equity ratio, which is total debt divided by total equity. The Company includes within total debt the following: accounts payable and accrued expenses and subscriptions payable. Total equity includes capital stock, net unrealized gains (losses) on financial assets at FVOCI and retained earnings (deficit).

The Company has no externally imposed capital requirements as of December 31, 2023 and 2022

Please refer to Note 15 of the AFS for the table of the debt-to-equity ratios of the Company as of December 31, 2023 and 2022, respectively:

There were no changes in the objectives, policies or processes for the years ended December 31, 2023 and 2023

Item 3 - Legal Proceedings

There are no pending legal proceedings to which the Company is party or which any of its property is the subject.

Item 4 - Submission of Matters to a Vote of Security Holders

There were no matters submitted to a vote of security holders during the fourth quarter of the fiscal year covered by this report.

Item 5 – Market for Registrant’s Common Equity and Related Stockholders Matters

a) Market Price of and Dividends on Registrant’s Common Equity and Related Stockholder Matters

1. Market Information

Stock Market Price and Dividend on Registrant’s Common Equity (last 2 years). st Quarter 2nd Quarter 3rd Quarter 4th

The Company’s common equity is traded in the Philippine Stock Exchange (PSE)

2. Holders

As of April 30, 2024, the Company has 4,683 stockholders.

Hereunder is the list of the top 20 Stockholders as of 30 April 2024:

4. CBC T/A-SSC#0010 and T/A-SSC#0011 are Trust Accounts between China Banking Corporation as Trustee. The Corporate acts of CBC are carried out by its Board of Directors and Management. Mr. Romeo D. Uyan, Jr. – is the current President and CEO of the Company.

3. Dividends

In accordance with the RCC, the Company intends to declare dividends (either in cash or stock or both) in the future. Shareholders of the Company are entitled to receive a proportionate share in cash dividends that maybe declared by the Board of Directors out of surplus profits derived from the Company’s operations. The same right exists with respect to a stock dividend, the declaration of which is subject to the approval of stockholders representing at least two-thirds (2/3) of the outstanding shares entitled to vote. The amount of dividend will depend on the Company’s profits and its capital expenditure and investment requirements at the relevant time.

The Company did not declare any cash or stock dividends in the last two (2) fiscal years 2023 and 2022

The last stock dividend (15%) was paid in 1997. Prior to 1997, the last cash/stock dividend paid was in 1990.

4. Recent sale of Unregistered Securities

There was no sale of unregistered securities for the past three years.

5. Minimum Public Ownership

The Company is compliant with the required Minimum Public Ownership of at least 10% of the total issued and outstanding capitalstock, asmandatedbySection3, Article XVlll ofthe Continuing ListingRequirements oftheListing and Disclosure Rules. As of December 31, 2023, the Company’s public float was 81.30%.

b) Description of Registrant`s Securities

1. Common Stock

The details of the Company’s capital stock are as follows:

6. Debt Securities - Not Applicable

7. Stock Options - Not Applicable

PART 111 - FINANCIAL INFORMATION

Item 6 - Management’s Discussion and Analysis or Plan of Operation

Management’s Discussion and Analysis of Financial Conditions and Results of Operations

Management’s Discussion and Analysis or Plan of Operations for 1st QUARTER 2023 Report ended March 31, 2024 (SEC-Form 17-Q) Please see pages 124-126.

1.Financial Condition (As of December 31, 2023 and 2022)

ASSETS

assets at fair value through profit or loss (FVTPL)

assets at fair value through

LIABILITIES

AND EQUITY

and accrued

Total assets amounted to ₱667.405 million and ₱679.336 million as of December 31, 2023 and December 31, 2022, respectively.

The Company’s cash and cash equivalents amounted to ₱111.061 million and ₱99.386 million as of December 31, 2023 and 2022, respectively. The 11.75% net increase was due to the cash proceeds from sale of 2,507,604 Benguet Corp.’s shares at ₱4.45/share in October 2023.

Financial assets at fair value through profit or loss amounted to ₱38.107 million from ₱36.828 million as of December 31, 2023 and as of December 31, 2022, respectively. The 3.47% net increase is due to slight recovery in market values of investments in stocks traded at PSE.

The 73.98% net increase in receivables mainly pertains to interest receivable from MMPs, special CASA and dividend receivable from various stock investments during the period.

Other current assets consists of prepayments, prepaid taxes and input tax carry-overs. This amounted to ₱1.677 million and ₱1.446 million as of December 31, 2023 and 2022, respectively. The 15.92% net increase in this account mainly represents additional input taxes recorded during the period.

Financial assets at fair value through other comprehensive income (FVOCI) account as of December 31, 2023 amounted to ₱514.706 million as compared with December 31, 2022 of ₱540.609 million. The net decrease pertains to the downward adjustment of the fair value of the investment in HEDC and sale of investment in Benguet Corp.

(please refer to Note 8 of the 2022 AFS).

Accounts payable and accrued expenses amounted to ₱0.984 million and ₱1.138 million as of December 31, 2023 and December 31, 2022, respectively. The 13.52% net decrease is attributable to settlement of payables during the year.

The Company recognized deferred tax liability amounting to ₱58.589 million and ₱61.185 million as of December 31, 2023 and 2022, respectively. The decrease is due to the adjustment in the set-up of tax liability associated with the decrease in the fair value of the investment in HEDC.

Total stockholders’ equity as of December 31, 2023 is ₱607.832 million or ₱3.73 book value per share as compared with last year’s ₱617.013 million or ₱3.79 book value per share.

2.Results of Operations (For the years ended December 31, 2023, 2022 and 2021)

REVENUES

AND CHARGES

The Company posted a net income of ₱3.967 million or ₱0.0243 earnings per share as of December 31, 2023 as compared with ₱1.212 million or ₱0.0074 earnings per share as of December 31, 2022.

Interest income amounted to ₱4.271 million and ₱1.681 million as of December 31, 2023 and December 31, 2022, respectively. The increase is attributable to higher cash balance and average interest rates from MMPs and special CASA during the year.

Net unrealized gain (loss) on fair value changes on financial assets at FVTPL amounts to ₱0.716 million last year to ₱1.279 million this year mainly due to slight recovery of the investments in stocks traded at the PSE.

Dividend income amounted to ₱0.696 million and ₱0.419 million as of December 31, 2023 and December 31, 2022, respectively. The increase refers to cash dividends from various stock investments.

Bulk of the increase in the general and administrative expenses is due to expenses paid for advertisement, directors’ fees and management fees.

Provision for income tax pertains to the Minimum Corporate Income Tax (MCIT) set-up. The Company set-up MCIT rather than the 25% regular tax because most of its income are from unrealized market changes of investments and passive income subject to final tax. The decrease from last year’s provision is mainly due to lower MCIT rate as prescribed in CREATE law.

3. Financial Conditions (As of December 31, 2022 and 2021)

Total assets amounted to ₱679.336 million and ₱573.623 million as of December 31, 2022 and December 31, 2021, respectively.

The Company’s cash and cash equivalents amounted to ₱99.386 million and ₱100.293 million as of December 31, 2022 and 2021, respectively. The 0.90% net decrease was due to payment of working capital requirements.

Financial assets at fair value through profit or loss amounted to ₱36.828 million from ₱36.112 million as of December 31, 2022 and as of December 31, 2021, respectively. The 1.98% net increase is due to slight recovery in market values of investments in stocks traded at PSE.

The 223.19% net increase in receivables mainly pertains to interest receivable from money market placements and dividend receivable from various stock investments during the period.

Other current assets consists of prepayments, prepaid taxes and input tax carry-overs. This amounted to ₱1.446 million and ₱1.278 million as of December 31, 2022 and 2021, respectively. The 13.16% net increase in this account mainly represents additional input taxes recorded during the period.

Financial assets at fair value through other comprehensive income (FVOCI) account as of December 31, 2022 amounted to ₱540.609 million as compared with December 31, 2021 of ₱435.610 million. The net increase pertains to the upward adjustment of the revaluation of the investment in HEDC (please refer to Note 8 of the 2022 AFS).

Accounts payable and accrued expenses amounted to ₱1.138 million and ₱0.634 million as of December 31, 2022 and December 31,2021,respectively. The79.43%net increase isattributable toadditionalaccruals at the end of December 2022.

The Company recognized deferred tax liability amounting to ₱61.185 million and ₱45.649 million as of December 31, 2022 and 2021, respectively. The increase is due to the adjustment in the set-up of tax liability associated with the increase in the revaluation of the investment in HEDC, more particularly, the related 15% capital gains tax should there be any sale of HEDC shares.

Total stockholders’ equity as of December 31, 2022 is ₱617.013 million or ₱3.79 book value /share as compared with previous year’s ₱527.340 million or ₱3.24 book value per share.

4. Results of Operations (For the years ended December 31, 2022 and 2021)

The Company posted a net income of ₱1.212 million or ₱0.0074 earnings per share as compared with ₱20.131 million or ₱0.1235 earnings per share as of December 31, 2021.

Dividend income amounted to ₱0.419 million and ₱31.710 million as of December 31, 2022 and December 31, 2021, respectively. Bulk of this amount refers to cash dividend from various stock investments. Decline for the period is mainly due to no dividend received from HEDC.

Interest income amounted to ₱1.681 million and ₱0.624 million as of December 31, 2022 and December 31, 2021, respectively. The increase is attributable to higher interest rates from MMPs during the year.

Other income as of December 31, 2022 and 2021 pertains to accounting services rendered by the Company to HEDC and rental income.

Net unrealized gain (loss) in the changes in market values (of investment in stocks at FVTPL) from (₱2.287) million in 2021 to ₱0.716 million in 2022 is mainly due to slight recovery of the investments in stocks traded at the PSE.

Bulk of the decrease in the general and administrative expenses is mainly due to the payment in 2021 of Company’s share in the plug / abandonment cost of previous oil exploration project (refer to Note 11 of the 2022 AFS). None in year 2022.

Provision for income tax pertains to the Minimum Corporate Income Tax (MCIT) set-up. The Company set-up MCIT rather than the 25% regular tax because most of its income are from unrealized market changes of investments and passive income subject to final tax. The increase from last year’s provision is mainly due to the increase in other income.

5. Financial Conditions (As of December 31, 2021 and 2020)

Total assets amounted to ₱573.623 million and ₱584.095 million as of December 31, 2021 and December 31, 2020, respectively.

The Company’s cash and cash equivalents amounted to ₱100.293 million and ₱77.118 million as of December 31, 2021 and 2020, respectively. The 30.05% net increase was due to cash dividends received from HEDC during the year, net of payment of working capital requirements.

Financial assets at fair value through profit or loss amounted to ₱36.112 million from ₱38.399 million as of December 31, 2021 and as of December 31, 2020, respectively. The 5.96% net decrease is due to decline in market values of investments in stocks traded at PSE.

The 6.62% net decline in receivables mainly pertains to receipt of dividends, interest income and other income during the period.

Other current assets consists of prepayments, prepaid taxes and input tax carry-overs. This amounted to ₱1.278 million and ₱1.175 million as of December 31, 2021 and 2020, respectively. The 8.78% net increase in this account mainly represents additional input taxes recorded during the period.

Financial assets at fair value through other comprehensive income (FVOCI) account as of December 31, 2021 amounted to ₱435.610 million as compared with December 31, 2020 of ₱467.050 million. The net decrease pertains to the downward adjustment of the revaluation of the investment in HEDC (please refer to Note 8 of the 2021 AFS).

Accounts payable and accrued expenses amounted to ₱0.634 million and ₱0.802 million as of December 31, 2021 and December 31, 2020, respectively. The 20.95% net decline pertains to payment of accruals and payables during the period.

The Company recognized deferred tax liability amounting to ₱45.649 million and ₱51.104 million as of December 31, 2021 and 2020, respectively. The decrease is due to the adjustment in the set-up of tax liability associated with the decline in the revaluation of the investment in HEDC, more particularly, the related 15% capital gains tax should there be any sale of HEDC shares.

Total stockholders’ equity as of December 31, 2021 is ₱527.340 million or ₱3.24 book value per share as compared with last year’s ₱532.189 million or ₱3.26 book value per share.

6. Results of Operations (For the years ended December 31, 2021 and 2020)

The Company posted a net income of ₱20.131 million or ₱0.1235 earnings per share as of December 31, 2021 as compared with ₱26.498 million or ₱0.1626 earnings per share as of December 31, 2020.

Dividend income amounted to ₱31.710 million and ₱34.029million as of December 31, 2021 and December 31, 2020, respectively. Bulk of this amounts pertains to cash dividend from HEDC. Decline for the period is mainly due to lower dividends from HEDC.

Interest income amounted to ₱0.624 million and ₱0.667 million as of December 31, 2021 and December 31, 2020, respectively. The slight decline is attributed to lower interests from MMPs during the year.

Other income as of December 31, 2021 and 2020 pertains to accounting services rendered by the Company to HEDC and rental income.

Lower net unrealized losses in the changes in market values (of investment in stocks at FVTPL) from ₱6.889 million in 2020 to ₱2.287 million in 2021 is mainly due to slight recovery of the investments in stocks traded at the PSE. Bulk of the increase in the General and administrative expenses is mainly due to the Company’s share in the plug / abandonment cost of previous oil exploration project.

Provision for income tax pertains to the Minimum Corporate Income Tax (MCIT) set-up. The Company set-up MCIT rather than the 25% regular tax because most of its income are from unrealized market changes of investments and passive income subject to final tax. The decline from last year’s provision is mainly due to the change in the MCIT rate from 2% to 1%.

Key Performance Indicators

Please refer to the attached Financial Soundness Indicators

Plan of Operations

A. Investment in Financial Assets at FVOCI not traded in the market (Investment in HEDC)

As of December 31, 2023 the Company holds 11.33% interest in its investment in Hermosa Development Corporation (HEDC).

Significant progress has been made in Phase 2 of Hermosa Ecozone Industrial Park (HEIP), including the completion of stone masonry retaining wall, roadways, underground utilities, and various site grading works for optimal land use. Furthermore, new facilities, such as administrative building, telecommunication room, and security and maintenance building, have been completed. These developments show HEDC’s commitment to serve the locators and stakeholders efficiently.

B. Investment in Financial Assets at FVPL and FVOCI traded in the market

The Company will continue to closely monitor the prices of its securities as well as those specific factors which could directly or indirectly affect the prices of these instruments. Because such investments are subject to price risk due to changes in market values, an expected decline in the portfolio will prompt the Company to dispose or trade the securities for replacement with more viable and less risky investments in the future.

With the Company’s current cash position, it can sustain its needs for its operating expenses. There are no possible material commitment expected in the next twelve months. Thus, it does not intend to raise additional funds.

Aside fromtheCompany’s investments stated above,thereare noother researches ordevelopmentplans, andpurchase or sale of significant equipment that the Company expects perform.

Commitments

There are no known trends, demands, commitments, events or uncertainties that will have material impact on the Company’s liquidity.

Discussion of indicators of the Company’s level of performance

Receivable Management

The Company manages its receivables by monitoring on a regular basis to ensure timely execution of necessary intervention efforts.

Bulk of the receivables as of December 31, 2022 pertains to the dividends receivable and accrued interest receivable.

Liquidity management

The Company has substantial investments in shares of stock which are not listed in the Philippine Stock Exchange and may not be readily convertible to liquid assets necessary to meet any potential additional liquidity requirements of the Company. Investment in unquoted securities included in financial assets at FVOCI amounted to ₱490.650 million and ₱507.957 million as of December 31, 2023 and 2022, respectively.

Management of liquidity requires a flow and stock perspective. Constraint such as political environment, taxation, foreign exchange, interest rates and other environmental factors can impose significant restrictions on firms in management of their financial liquidity.

Seafront has considered the above factors and paid special attention to its cash flow management. The Company identifies all itscash requirements fora certain period and investsunrestricted funds to maximize interest earnings, i.e.money market placements.

Rate of return of each stockholder

The company has no existing dividend policy. However, the Company intends to declare dividends in the future out of its unrestricted retained earnings accordance with the RCC

Cost-reduction effort

In order to minimize expenses, the Company has engaged the services of PetroEnergy Resources Corporation to handle its legal, administrative, accounting and treasury functions.

Item 7 - Financial Statements

The 2023 Audited Financial Statements (AFS) and Supplementary Schedules of the Company are incorporated herein by reference.

Item 8 - Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

As of December 31, 2023, there are no disagreements with Accountants on Accounting and Financial Disclosure.

PART IV – MANAGEMENT AND CERTAIN SECURITY HOLDERS

Please refer to page 8 to page 12 of the Information Statement for the discussion on the identity of each of Company’s directors and executive officers, their principal occupation or employment, the name of the principal business of any organization by which such directors and executive officers are employee.

PART V – CORPORATE GOVERNANCE

Compliance with Leading Practices on Corporate Governance

a. Evaluation System to Determine Compliance with Manual of Corporate Governance – The Company’s Board of Directors and management substantially adheres to and complies with the principles and best practices contained in itsManualonCodeofCorporateGovernance. TheCompanyisadoptingtheIntegrated AnnualCorporateGovernance Report, pursuant to the Code of Corporate Governance for Publicly-listed Companies (CG Code for PLCs), as an evaluation system for the company to measure or determine the level of compliance of the Board of Directors and top management with its Manual of Corporate Governance.

b. Measures Undertaken/to be undertaken to Comply with Leading Practices on Corporate Governance – Among the measures undertaken/to be undertaken to comply the Company’s Manual of Corporate Governance, are as follows:

1. The attendance of each Director in the scheduled meetings of the Board of Directors is monitored and recorded

2. The Company has Committee on Audit/Board Risk Oversight Committee (BROC) and Corporate Governance Committee under the CG Code for PLCs.

3. The financial reports and reports of operations are thoroughly reviewed by the external auditor before these are released to shareholders, the SEC and PSE.

c. Deviation from the Company’s Manual of Corporate Governance - There is no deviation from the Company’s Manual of Corporate Governance.

d. Plan to Improve Corporate Governance – The Company updated its Manual as mandated by SEC Memorandum Circular No. 19, series of 2016, based on the CG Code for PLCs and will, as far as they are practicable and relevant to the Company, adopt the recommendations therein. The Company will likewise accomplish and submit the Integrated Annual Corporate Governance Report.

General Notes to Financial Statements

1. Assets subject to Lien and Restrictions on Sales of Assets

As of December 31, 2023, there were no assets mortgaged, pledged or otherwise subject to lien.

2. Subsequent Events

There were no subsequent events that required adjustments on the December 31, 2023 Audited Financial Statements.

3. Defaults - None

4. The following are not applicable in the preparation of this report.

a. Adjustments made that lead to the revenue recognition but which adjustments cannot be properly supported.

b. Changes in estimates without proper disclosure which have the impact of improving results of operations.

c. Non-application or misapplication of accounting principles and standards, misstatements, omissions, etc.

d. Other cases involving accounting and auditing matters resulting to possible concealment of a fraud or the creation of a risk for the commission of fraud.

5. Schedule of Receivable account – please refer to Note 9 of the 2023 AFS

6. Breakdown of Accounts payable and accrued expenses

7. As of December 31, 2023, the Corporation has no receivables from any officer, directors, employees and principal stockholders.

8. The Company has no liability guaranteed by others.

9. There were no assets pledged against secured liabilities.

Undertaking to Provide Annual Report

UPONTHE WRITTEN REQUEST OF THE STOCKHOLDERS, THE COMPANY UNDERTAKES TO FURNISH SAID STOCKHOLDER WITH A COPY OF SEC FORM 17-A FREE OF CHARGE. ANY WRITTEN REQUEST FOR A COPY OF SEC FORM-17A SHALL BE ADDRESSED TO THE FOLLOWING:

Office of the Corporate Secretary

SEAFRONT RESOURCES CORPORATION

7th Floor, JMT Building, ADB Avenue Ortigas Center, Pasig City

Pursuant to the requirements of the Securities Regulation Code, the Issuer has duly caused this report to sign on its behalf by the undersigned hereunto duly authorized, this May 7, 2024 in Pasig City

SEAFRONT RESOURCES CORPORATION

Issuer

By:

SAMUEL V. TORRES Corporate Secretary

CERTIFICATION OF INDEPENDENT DIRECTOR

SEAFRONT RESOURCES CORPORATION

Procedures and Requirements for Voting and Participation in the 2023

Annual Stockholders’ Meeting

Seafront Resources Corporation (the “Company”) will dispense with the physical attendance of its stockholders for the 2024 Annual Stockholders’ Meeting (ASM). Instead, the Company will conduct the 2024 ASM scheduled on June 20, 2024 at 3:30 PM by remote communication and will conduct electronic voting in absentia.

Only stockholders of record as of May 3, 2024 are entitled to participate and vote in the 2024 ASM.

The Company has adopted the following procedures and requirements to enable its stockholders to participate and vote in the 2024 ASM:

I. ONLINE REGISTRATION STEPS AND REQUIREMENTS

A. Stockholders may register from 9:00 AM of June 3, 2024 until 5:00 PM of June 6, 2024 to signify his/her/its intention to participate in the 2024 ASM by remote communication. The registration steps and requirements are available through the following link: http://seafrontresources.com.ph/investor_relations

B. To register, stockholders shall submit the following requirements to the Office of the Corporate Secretary via email at asm@seafrontresources.com.ph:

B.1. For Individual Stockholders:

(i) Scanned valid government issued identification card; (ii) Valid email address and active contact number;

B.2. For Stockholders with Joint Accounts:

(i) Authorization letter signed by all stockholders indicating the name of the person authorized to cast the votes;

(ii) Valid email address and active contact number of the authorized stockholder; (iii) Scanned copy of valid government-issued identification card of the authorized stockholder;

B.3. For Stockholders under PCD Participant/Brokers Account or holding ‘Scripless Shares’:

(i) Broker’s Certification on the stockholder’s number of shareholdings; (ii) Valid email address and active contact number of the stockholder; (iii) Scanned copy of valid government-issued identification card of stockholder; and

B.4. For Corporate Stockholders:

(i) Secretary’s Certificate attesting to the authority of the representative to vote the shares on behalf of the corporate stockholder;

(ii) Valid email address and active contact number of authorized representative; and (iii) Valid government-issued identification card of authorized representative.

C. The documents submitted will then be verified by the Office of the Corporate Secretary with the assistance of the Stock Transfer Agent. The validation process will be completed by the Company no later than three (3) business days from the stockholder’s receipt of an email from the Company acknowledging receipt of the stockholder’s registration documents. Once validated, the stockholder will receive an email that his/her/its account has been verified and shall be provided instructions for the stockholder’s access to the Company’s electronic voting and to access the ASM livestreaming link.

II. ELECTRONIC VOTING IN ABSENTIA

A. Duly registered stockholders have the option to vote for the matters contained in the agenda for the 2024 ASM through electronic voting in absentia. The deadline for registration is 5:00 PM of June 6, 2024. Beyond this date, stockholders may no longer avail of the option to electronically vote in absentia.

B. After verification, the Company shall send a ballot to the registered stockholder through his/her/its e-mail address which shall contain all the agenda items for approval as indicated in the Notice of Meeting and the registered stockholder may vote as follows:

(1) For items other than Election of Directors, the registered stockholder has the option to vote: In Favor of, Against, or Abstain. The vote is considered cast for all the registered stockholder’s shares.

(2) For the Election of Directors, the registered stockholder may vote for all nominees, not vote for any of the nominees, orvote for some nominees only, in such number of shares as preferred by the stockholder, provided that the total number of votes cast shall not exceed the number of shares owned, multiplied by the number of directors to be elected. The total number of votes the stockholder is allowed to cast shall be based on the number of shares he/she or it owns.

(3) Once voting on the agenda items is finished, the stockholder can proceed to submit the accomplished ballot via email to asm@seafrontresources.com.ph

(4) After the ballot has been submitted, the stockholder may no longer change his/her vote. The stockholder will receive a confirmation email that his/her/its vote has been recorded.

C. Thereafter, the Office of the Corporate Secretary, shall tabulate all valid and confirmed votes cast through electronic voting, together with the votes through proxies.

D. Registered stockholders shall have until 5:00 PM of June 6, 2024 to cast their votes in absentia. Stockholders will not be allowed to cast votes during the livestream of the 2024 ASM.

III. VOTING BY PROXY

A. ForindividualstockholdersholdingcertificatedsharesoftheCompany –Downloadtheproxyformthatisavailable at http://seafrontresources.com.ph/investor_relations.

B. For stockholders holding ‘scripless’ shares, or shares held under a PCD Participant/Broker – Download the proxy form that is available at http://seafrontresources.com.ph/investor_relations. Stockholders are advised to coordinate with their brokers first for the execution of this type of proxy.

C. For corporate stockholders - Download the proxy form that is available at http://seafrontresources.com.ph/investor_relations. A copy of the duly signed and notarized Secretary’s Certificate must be submitted together with the proxy form.

D. General Instructions on Voting by Proxy:

(1) Download and fill up the appropriate proxy form. Follow the instructions on how to cumulate or allocate votes in the election of directors.

(2) Send the scanned copy of the duly executed proxy form via email to corporate secretary via asm@seafrontresources.com.ph or submit the original proxy form to the Office of the Corporate Secretary at 7th Floor, JMT Building, ADB Avenue, Ortigas Center, Pasig City.

(3) Deadline for the submission of proxies is at 5:00 PM of June 6, 2024

(4) Validation of proxies will be on June 6, 2024.

(5) If a stockholder avails of the option to cast his/her vote electronically in absentia and also issues proxy votes with differing instructions, the duly accomplished ballots sent through e-mail shall replace the proxy votes issued by the stockholder.

IV. PARTICIPATION BY REMOTE COMMUNICATION

A. Only duly registered stockholders will be included in determining the existence of a quorum.

B. Duly registered stockholders may send their questions and/or comments prior to the ASM through email at asm@seafrontresources.com.ph. The deadline for submitting questions shall be at 5:00 PM of June 6, 2024.

C. The proceedings during the 2024 ASM will be recorded. For any clarifications, please contact the Office of the Corporate Secretary via email at asm@seafrontresources.com.ph

SAMPLE

ONLY

PROXY SEAFRONT RESOURCES CORPORATION 2024 STOCKHOLDERS’ MEETING

I/WE hereby name and appoint, _____________________________, or in his absence, the Chairman of the meeting, as my/our proxy at the annual stockholders’ meeting of SEAFRONT RESOURCES CORPORATION. (“SRC”) to be held on June 20, 2024 and/or at any postponement or adjournment thereof, and/or any annual stockholders’ meeting of SRC, which appointment shall not exceed five (5) years from date hereof.

In particular, I hereby direct my said proxy to vote all my shares on the agenda items set forth below as I have expressly indicated by marking the same with an “X”.

Item No.

Subject Action

For Against Abstain

I. Approval of Minutes of the Annual Meeting on June 22, 2023

II. Approval of Management Report and the 2023 Audited Financial Statements contained in the 2023 Annual Report

III. Confirmation and Ratification of all acts, contracts and investment made and entered during the period June 22, 2023 to June 20, 2024.

IV. Election of Directors for the year 2024-2025

1. Roberto Jose L. Castillo

2. Milagros V. Reyes

3. Nicasio I. Alcantara

4. Ernestine Carmen Jo D. Villareal-Fernando

5. Yvonne S. Yuchengco

6. Jose Luis F. Gomez

7. Medel T. Nera

8. Basil L. Ong

9. Victor V. Benavidez

VI. Appointment of External Auditors

I am accomplishing this Proxy Form this _____ day of June 2024.

PRINTED NAME OF STOCKHOLDER

AUTHORIZED SIGNATORY

THIS PROXY SHOULD BESUBMITTED UNTIL 5:00 PM OF JUNE 6, 2024, TO THEOFFICEOF THE CORPORATE SECRETARY AT 7th Floor, JMT Building, ADB Avenue, Ortigas Center, Pasig City OR BY EMAIL AT asm@seafrontresources.com.ph. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER AS DIRECTED HEREIN BY THE STOCKHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES AND FOR THE APPROVAL OF THE MATTERS STATED ABOVE AND FOR SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING IN THE MANNER DESCRIBED IN THE INFORMATION STATEMENT. A STOCKHOLDER GIVING A PROXY HAS THE POWER TO REVOKE IT AT ANY TIME BEFORE THE RIGHT GRANTED IS EXERCISED. A PROXY IS ALSO CONSIDERED REVOKED IF THE STOCKHOLDER ATTENDS THE MEETING IN PERSON AND EXPRESSED HIS INTENTION TO VOTE IN PERSON. THIS PROXY DOES NOT NEED TO BE NOTARIZED.

SEAFRONT RESOURCES CORPORATION 2024 STOCKHOLDERS’ MEETING

ELECTRONIC VOTING IN ABSENTIA

B. Duly registered stockholders have the option to vote for the matters contained in the agenda for the 2024 ASM through electronic voting in absentia. The deadline for registration is 5:00 PM of June 6, 2024. Beyond this date, stockholders may no longer avail of the option to electronically vote in absentia.

B. After verification, the Company shall send a ballot to the registered stockholder through his/her/its e-mail address which shall contain all the agenda items for approval as indicated in the Notice of Meeting and the registered stockholder may vote as follows:

(1) For items other than Election of Directors, the registered stockholder has the option to vote: In Favor of, Against, or Abstain. The vote is considered cast for all the registered stockholder’s shares.

(2) For the Election of Directors, the registered stockholder may vote for all nominees, not vote for any of the nominees, or vote for some nominees only, in such number of shares as preferred by the stockholder, provided that the total number of votes cast shall not exceed the number of shares owned, multiplied by the number of directors to be elected. The total number of votes the stockholder is allowed to cast shall be based on the number of shares he/she or it owns.

(3) Once voting on the agenda items is finished, the stockholder can proceed to submit the accomplished ballot via email to asm@seafrontresources.com.ph

(4) After the ballot has been submitted, the stockholder may no longer change his/her vote. The stockholder will receive a confirmation email that his/her/its vote has been recorded.

C. Thereafter, the Office ofthe Corporate Secretary and the TransferAgent, shall tabulate all valid and confirmed votes cast through electronic voting, together with the votes through proxies.

D. Registered stockholders shall have until 5:00 PM of June 6, 2024 to cast their votes in absentia. Stockholders will not be allowed to cast votes during the livestream of the 2024 ASM

Item No.

Subject

I. Approval of Minutes of the Annual Meeting held on June 22, 2023

II. Approval of Management Report and the 2023 Audited Financial Statements contained in the 2023 Annual Report

III. Confirmation and Ratification of all acts, contracts and investment made and entered during the period June 22, 2023 to June 20, 2024

IV. Election of Directors for the year 2024-2025

1. Roberto Jose L. Castillo

2. Milagros V. Reyes

3. Nicasio I. Alcantara (reelection & retention)

4. Ernestine Carmen Jo D. Villareal-Fernando (reelection & retention)

5. Yvonne S. Yuchengco

6. Jose Luis F. Gomez

7. Medel T. Nera

8. Basil L. Ong

9. Victor V. Benavidez

VI. Appointment of External Auditors

Action

For Against Abstain

-----Original Message-----

From: ICTD Submission <ictdsubmission+canned.response@sec.gov.ph>

Sent: Monday, April 15, 2024 2:43 PM

To: Seafront Resources Corporate Affairs <corpaffairs@seafrontresources.com.ph>

Subject: Re: CGFD_SEAFRONT RESOURCES CORPORATION_2023 SEC 17A REPORT & GFFS

CAUTION: This email originated from outside of the organiza on. Do not click links or open a achments unless you recognize the sender and know the content is safe.

CAUTION: This email originated from outside of the organiza on. Do not click links or open a achments unless you recognize the sender and know the content is safe.

Thank you for reaching out to ictdsubmission@sec.gov.ph!

Your submission is subject for Verifica on and Review of the Quality of the A ached Document only for Secondary Reports. The Official Copy of the submi ed document/report with Barcode Page (Confirma on Receipt) will be made available a er 7 working days via order through the SEC Express at h ps://secexpress.ph/. For further clarifica ons, please call (02) 8737-8888.

NOTICE TO COMPANIES

Please be informed of the reports that shall be filed only through ictdsubmission@sec.gov.ph.

Pursuant to SEC MC Circular No. 3 s 2021, scanned copies of the printed reports with wet signature and proper notariza on shall be filed in PORTABLE DOCUMENT FORMAT (pdf) through email at ictdsubmission@sec.gov.ph such as the following SECONDARY REPORTS:

1. 17-A 6. ICA-QR 11. IHAR 16. 39-AR 21. Monthly Reports

2. 17-C 7. 23-A 12. AMLA-CF 17. 36-AR 22. Quarterly Reports

3. 17-L 8. 23-B 13. NPM 18. PNFS 23. Le ers

4. 17-Q 9. GIS-G 14. NPAM 19. MCG 24. OPC (Alternate Nominee)

5. ICASR 10. 52-AR 15.BP-FCLC 20.S10/SEC-NTCE-EXEMPT

Further, effec ve 01 July 2023, the following reports shall be submi ed through h ps://efast.sec.gov.ph/user/login.

1. FORM MC 18 7. Comple on Report

2. FORM 1 - MC 19 8. Cer ficate-SEC Form MCG- 2009

3. FORM 2- MC 19 9. Cer ficate-SEC Form MCG- 2002, 2020 ETC.

4. ACGR 10. Cer fica on of A endance in Corporate Governance

5. I-ACGR 11. Secretary's Cer ficate Mee ng of Board Directors (Appointment)

6. MRPT

Please be informed that the submission of the abovemen oned eleven (11) reports through the ictdsubmission@sec.gov.ph shall no longer be accepted. For further informa on, please access this link No ce for guidance on the filing of reports:

Likewise, the following reports shall be filed through the Electronic Filing and Submission Tool (eFAST) at h ps://efast.sec.gov.ph/user/login :

1. AFS 7. IHFS 13. SSF

2. GIS 8. LCFS 14. AFS with Affidavit of No Opera on

3. BDFS 9. LCIF 15. AFS with NSPO Form 1,2, and 3

4. FCFS 10. OPC_AO 16. AFS with NSPO Form 1,2,3 and 4,5,6

5. FCIF 11. PHFS 17. FS - Parent

6. GFFS 12. SFFS 18. FS – Consolidated

For the submission and processing of compliance in the filing of Memorandum Circular No. 28 Series of 2020, please visit this link – h ps://apps010.sec.gov.ph/

For your informa on and guidance.

Thank you.

The contents of this e-mail message and any a achments are confiden al and are intended solely for the addressee. The informa on may also be legally privileged. This transmission is sent in trust, for the sole purpose of delivery to the intended recipient. If you have received this transmission in error, any use, reproduc on or dissemina on of this transmission is strictly prohibited. If you are not the intended recipient, please immediately no fy the sender via email or phone and delete this message and its a achments, if any.

The contents of this e-mail message and any a achments are confiden al and are intended solely for the addressee. The informa on may also be legally privileged. This transmission is sent in trust, for the sole purpose of delivery to the intended recipient. If you have received this transmission in error, any use, reproduc on or dissemina on of this transmission is strictly prohibited. If you are not the intended recipient, please immediately no fy the sender via email or phone and delete this message and its a achments, if any.

The contents of this e-mail message and any a achments are confiden al and are intended solely for the addressee. The informa on may also be legally privileged. This transmission is sent in trust, for the sole purpose of delivery to the intended recipient. If you have received this transmission in error, any use, reproduc on or dissemina on of this transmission is strictly prohibited. If you are not the intended recipient, please immediately no fy the sender via email or phone and delete this message and its a achments, if any.

(Company’sFullName)

(BusinessAddress:No.StreetCity/Town/Province)

(SecondaryLicenseType,IfApplicable)

Dept.RequiringthisDoc. AmendedArticlesNumber/Section TotalAmountofBorrowings 4,676 TotalNo.ofStockholders

Remarks:PleaseuseBLACKinkforscanningpurposes.

SECURITIESANDEXCHANGECOMMISSION

SECFORM17-A

ANNUALREPORTPURSUANTTOSECTION17 OFTHESECURITIESREGULATIONCODEANDSECTION141 OFTHECORPORATIONCODEOFTHEPHILIPPINES

1. ForthefiscalyearendedDecember 31,2023

2. SECIdentificationNumber40979 3. BIRTaxIdentificationNo.000-194-465-000

4. ExactnameofissuerasspecifiedinitscharterSeafrontResourcesCorporation

5. Metro Manila,Philippines 6. (SECUse Only)

Province,Countryorotherjurisdiction of incorporationororganization

IndustryClassificationCode:

7. 7thF,JMTBldg., ADBAvenue, OrtigasCenter,PasigCity 1605

Addressofprincipaloffice PostalCode

8. (632)8637-2917

Issuer'stelephonenumber,includingareacode

9. NotApplicable

Formername,formeraddress,andformerfiscalyear,ifchangedsincelastreport.

10. SecuritiesregisteredpursuanttoSections8and12ofthe SRC,orSec.4and 8oftheRSA

Title ofEachClass NumberofSharesofCommon StockOutstanding andAmountofDebtOutstanding Common(parvalueofP =1.00/share)

11. AreanyorallofthesesecuritieslistedonaStock Exchange.

Yes[X] No [ ]

Ifyes,state thenameofsuchstockexchangeandthe classesofsecuritieslistedtherein: PhilippineStockExchange

12. Checkwhethertheissuer:

(a)hasfiledallreportsrequired tobefiledbySection 17oftheSRCandSRCRule17.1thereunderor Section 11oftheRSA andRSARule11(a)-1thereunder,andSections26 and141ofTheCorporation Codeof thePhilippinesduringthe precedingtwelve(12)months(orfor suchshorterperiodthatthe registrantwasrequiredto filesuchreports);

Yes [X] No [ ]

(b)hasbeen subjecttosuch filing requirementsfor the pastninety(90)days. Yes [X] No [ ]

13. As of December 31, 2023 the aggregate market value of the voting stock held by non-affiliates of the Company is equivalent to One Hundred Eighty-Six Million Eight Hundred Sixty Thousand Five Hundred Fifty-FourPesosand56/100 (₱186,860,554.56)or132,525,216sharesatP1.41/share.

APPLICABLEONLYTOISSUERSINVOLVEDIN INSOLVENCY/SUSPENSIONOFPAYMENTSPROCEEDINGS DURINGTHEPRECEDINGFIVEYEARS:

13. CheckwhethertheissuerhasfiledalldocumentsandreportsrequiredtobefiledbySection17oftheCode subsequenttothedistributionofsecuritiesundera planconfirmedbya courtortheCommission.

NotApplicable

DOCUMENTSINCORPORATEDBY REFERENCE

 2023 AuditedFinancialStatements(AFS)

 2023 SustainabilityReport

PARTII–OPERATIONALANDFINANCIALINFORMATION

PARTIII–CONTROLANDCOMPENSATIONINFORMATION

a. 2023 and2022FinancialStatementswithManagement Responsibility

b. Supplementaryinformation anddisclosuresrequiredon SRCRule68and68.1asamended

c. SustainabilityReport

d. ReportsonSECForm17-C(CurrentReport)

DescriptionofBusiness

Item1-BusinessDevelopment

Seafront Resources Corporation (the “Company”) was registered with theSecuritiesand Exchange Commission (SEC) on April 16, 1970 as an oil exploration and production company. On October 18, 1996, the Company amendeditsArticlesofIncorporationwhichprovidesfortherevisionofitsprimarypurposefromengaginginthe businessof oil exploration and production into aholding company and to includeoil exploration andproduction businessasone ofitssecondarypurposes.

The Company’s shares of stock were listed on May 7, 1974 and are currently traded at the Philippine Stock Exchange.

The registered office address of the Company is 7th Floor, JMT Building, ADB Avenue, Ortigas Center, Pasig City.

BusinessofIssuer

A. InvestmentsinFinancialAssetsatFairValuethroughProfitandLoss(FVTPL)(Notes8and14ofthe AFS)

The Company maintains a portfolio of investments in stocks traded in the Philippine Stock Exchange and investmentin GovernmentSecurities.ThesefinancialassetsatFVTPLarecarriedatfairvalueasfollows:

B. InvestmentsinFinancialAssetsatFairvaluethroughOtherComprehensiveIncome(FVOCI)(Notes8 and14oftheAFS)

FinancialassetsatFVOCIconsistofquotedandunquotedsharesofstockheld forlong-terminvestment purposesandarecarriedatfairvalue. Thecarryingvaluesoftheseinvestmentsareasfollows:

Listedequitysecurities:

Non-listed equitysecurity: Hermosa EcozoneDevelopmentCorporation (HEDC)

Investment in HEDC

OnJanuary31,1997,theCompanyenteredintoaProjectShareholders’Agreementwithfiveothercompaniesled by Investment and Capital Corporation of the Philippines (ICCP) and Penta Capital Investment Corporation (PCIC)todevelop500to600hectaresofrawlandinHermosa,Bataanintoanewtownshipconsistingofindustrial estates,residentialcommunities,agolfandcountrycluband acommercialcenter.

The Management of HEDC is continuing its strategic initiatives aimed at maximizing the potential of its properties.Effortsarebeingintensifiedtoselltheremainingsaleableproperties.Acknowledgingthecriticalityof thorough planning, HEDC has initiated a detailed master planning process for the Hermosa Ecozone Industrial Park (HEIP) 168 hectares proposed expansion, previously earmarked 229 hectares for leisure and residential purposes. The master planning process will ensure that the development signs with the company’s vision for sustainable growthwhile adheringtoregulatoryrequirementsandenvironmentalconsiderations.

On June 27, 2023, the President of the Philippines signed the Presidential Proclamation of Hermosa Ecozone IndustrialPark(HEIP)fortheinclusionof20.43 hectaresintotheexistingHEIPSpecialEconomic Zone.

The fair value of investment in HEDC is determined using the adjusted net asset method wherein the assets of HEDCconsistingmainlyofparcelsoflandareadjustedfromcosttoitsfairvalue.Thevaluationoftheparcelsof land was performed by a Securities and Exchange Commission - accredited independent valuer as at December 31,2023and2022.ThismeasurementfallsunderLevel3inthefairvalue hierarchy.

Fairvaluemeasurementdisclosuresforthedeterminationoffairvalueofunquotedequitysecuritiesareprovided inNote 14oftheAFS.

Products

TheCompanyhasitsinvestmentsinstocks(asdiscussedinthe“BusinessoftheIssuer”)asitsprincipalproduct. Total revenue as of December 31, 2023 amounted to ₱6.642 million, bulk of which is from the interest income from the money market placements (MMPs), special current account/savings account (CASA) and net gain on fair value changes on financial assets at FVTPL. Other than discussed, the Company has no principal product whichcontributes10%ormoretosalesorrevenues. Nogovernmentapprovalisneededforitsprincipalproduct.

Percentageofsaleorrevenueandnetincomecontributedbyforeignsales

Therearenorevenuesfromforeignsales.

DistributionMethod

Notapplicable

Statusofpublicly–announcednewproductorservice

TheCompanyhasnonew productor service.

Competition

The Company itself has no competitor because it is a holding company. Its major investment, HEDC has competitorssuch asClarkDevelopmentCorporation,SubicGatewayParkandothernearbyindustrialzones.

SourcesandAvailabilityofRawMaterialsandNamesofPrincipalSuppliers

TheCompanyisnotintomanufacturing andhasnoneedforrawmaterialsforitsbusiness.

Dependenceonasinglecustomerorfewcustomers

TheCompanyisnotdependentuponasinglecustomerorafewcustomers.

Transactionwithand/ordependenceonrelatedparties

Notapplicable

Summary of principal terms and expiration dates of all patents, trademarks, copy rights, licenses, franchises,concessionsandroyaltyagreements

The Company has no existing patents, trademarks, copyrights, licenses, franchises, concessions or royalty agreements.

NeedforGovernmentapprovalsofPrincipalProductsandeffectofexistingorprobablegovernmental regulation

No governmentapprovalisneededforitsprincipalproduct.

Researchanddevelopmentactivities

No amount of money was spent for developmentactivities for the last threefiscal years. The Company does not intend to acquire additional properties in the next twelve (12) months. However, the Company can sustain its needforoperatingexpensesintheordinarycourse ofbusiness.

Totalnumberofemployees

The Company has no employees; PERC provides administrative, accounting and compliance services to the Company. The Companydoesnot anticipate any specialundertakingthatwouldwarranthiring somepeople for regular employment.

RiskFactors

Political, EconomicandLegalRisksinthePhilippines

The Philippines has, from time to time, experienced military instability, mass demonstrations, and similar occurrences, which have led to political instability. The country has also experienced periods of slow growth, high inflation and significant depreciation of the Peso. The regional economic crisis which started in 1997 negatively affected the Philippine economy resulting in the decline of the Peso, higher interest rate, increased unemployment, greater volatility and lower value of the stock market, lower credit rating of the country and the reductionofthecountry’sforeigncurrencyreserves. Therehasalsobeengrowingconcernsabouttheunrestrained judicialinterventioninmajorinfrastructureprojectof thegovernment.

There is no assurance that the political environment in the Philippines will be stable and that current or future governmentswilladopteconomic policiesconducivetosustainedeconomicgrowth.

The general political situation in and the state of the economy of the Philippines may influence the growth and profitabilityoftheCompany. Anyfuturepoliticaloreconomicinstabilityinthesecountriesmayhaveanegative effectonthefinancialresultsofthe Company.

EquityPartnershipRisk

The Company entered into aProject Shareholder’s Agreement with five other companiesled by Investment and CapitalCorporation of thePhilippines and PentaCapitalInvestmentCorporationto develop 500-600 hectaresof rawlandinHermosa,Bataan.Intoatownshipconsistingofindustrialestates,residentialcommunities,agolf and countryclubandacommercialcenter.Thissituationmayinvolvespecialrisksassociatedwiththepossibilitythat the equity partner (i) may have economic or business interests or goals that are inconsistent with those of the Company; (ii) take actions contrary to the interests of the Company; (iii) be unable or unwilling to fulfill its obligationsunder the Project Shareholder’sAgreement; or (iv) experience financial difficulties. These conflicts may adversely affect the Company’s operations. To date, the Company has not experienced any significant problemswithrespecttoitsequity partners.

FinancialRiskManagementObjectivesandPolicies(Note 14of AFS)

TheCompany’sfinancialinstrumentscomprisecash andcashequivalents,receivables,financialassets,accounts payableand accruedexpenses.Themainpurposeofthesefinancialinstrumentsistofunditsownoperationsand capital expenditures. The BOD reviews and approves policies for managing these risks. Also, the Audit Committee ofthe BODmeetsregularly andexercisesoversightrole inmanaging theserisks.

Financial Risks

ThemainfinancialrisksarisingfromtheCompany’sfinancialinstrumentsareliquidityrisk,marketriskandcredit risk.

a. Liquidity Risk

LiquidityriskistheriskthattheCompanyisunabletomeetitsfinancialobligationwhendue. TheCompanyhas substantial investments in shares of stock which are not listed in the Philippine Stock Exchange and may not be readily convertible to liquid assets necessary to meet any potential additional liquidity requirements of the Company. InvestmentsinunquotedequitysecuritiesclassifiedasfinancialassetsatFVOCIamountedto₱490.65 millionand₱507.96million,asofDecember31,2023 and2022,respectively.

The Company monitors its cash position and overall liquidity position in assessing its exposure to liquidity risk. The Company maintains a level of cash and cash equivalents deemed sufficient to finance operations and to mitigatethe effectsoffluctuationincashflows.

TheCompany’saccountspayableand accruedexpensesareallsettledona monthlybasis.

PleaserefertoNote14oftheAFSfor thematurityprofile ofthe Company’sfinancialassetsandliabilities.

b. Market Risk

Market risk is the risk of loss on future earnings, on fair values or on future cash flows that may result from changesinmarketprices. Thevalue ofa financialinstrumentmaychangeasaresultof changesininterestrates, foreign currency exchanges rates, commodity prices, equity prices and other market changes. The Company’s marketriskemanatesfromitsholdingsindebtandequity securities.

The Company closely monitorsthe prices of its debt and equity securities as well as macroeconomic and entityspecific factors which could directly or indirectly affect the prices of these instruments. In case of an expected decline inits portfolioof equity securities, theCompanyreadily disposesor tradesthesecurities forreplacement withmoreviable andlessriskyinvestments.

Pleaserefer to Note14 oftheAFSfor the analysisperformed for reasonablypossible changeinthemarketprice ofquoted sharesclassifiedasfinancialassetsatFVTPL.

EquityPriceRisk

The Company closely monitorsthe prices of its debt and equity securities as well as macroeconomic and entityspecific factors which could directly or indirectly affect the prices of these instruments. In case of an expected decline inits portfolioof equity securities, theCompanyreadily disposesor tradesthe securities forreplacement withmoreviable andlessriskyinvestments.

Such investmentsecurities are subject to price risk due to changesin marketvalues of instruments arising either from factors specific to individual instruments or their issuers, or factors affecting all instruments traded in the market.

InterestRateRisk

The Company’s exposure to market risk for changes in fixed interest rates relates primarily to the Company’s moneymarketplacementsanddebtsecurities.

Thereisnootherimpacton theCompany’sequityotherthanthosealreadyaffectingnetincome.

c. Credit Risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the otherpartytoincurafinancialloss.Withrespecttocreditriskarisingfromcashandcashequivalents,receivables, financial assets at FVTPL and financial assets at FVOCI, the Company’s exposure to credit risk is equal to the carrying amount of these instruments. The Company limits its credit risk on these assets by dealing only with reputablecounterparties.

For cash and cash equivalents, the Company applies the low credit risk simplification where the Company measures the ECLs on a 12-month basis based on the probability of default and loss given default which are publicly available. The Company also evaluates the credit rating of the bank and other financial institutions to determinewhetherthedebtinstrumenthassignificantlyincreasedincreditriskandtoestimateECLs.

TheCompanyconsidersitscashandcashequivalentsashighgradesincetheseareplacedinfinancialinstitutions ofhighcreditstanding. Accordingly, ECLsrelatingtothesedebtinstrumentsroundstonil.

The Company’sreceivables areaged currentasof December31,2023 and 2022. No receivablesare considered credit-impaired.

As of December 31, 2023 and 2022, the carrying values of the Company’s financial instruments represent maximumexposureasofreportingdate.

Pleasereferto Note14 oftheAFSforthemaximumcreditriskexposuresonthefinancialinstruments.

CapitalManagement

The primary objective of the Company’s capital management is to ensure that it maintains a strong credit rating and healthy capitalratiosinorderto supportitsbusinessandmaximize shareholders'value.

The Company manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholdersorissuenewshares.

The Company monitors capital using a debt-to-equity ratio, which is total debt divided by total equity. The Companyincludeswithintotaldebtthefollowing:accountspayable,accruedexpensesandsubscriptionspayable. Totalequityincludescapitalstock,netunrealizedgains(losses)onfinancialassetsatFVOCIandretainedearnings (deficit).

TheCompanyhasnoexternallyimposed capitalrequirementsasofDecember31,2023and2022.

Please refer to Note 15 of the AFS for the table of the debt-to-equity ratios of the Company as of December 31, 2023 and2022, respectively.

Therewerenochangesintheobjectives,policiesorprocessesfortheyearsendedDecember31, 2023 and2022.

Item2-Properties

Aside from the investments in Financial Assets discussed above, the Company owns two parking lot slots in Tektite Tower in Ortigas City. This property is accounted as investment property of the Company. In 2013, the Company fully depreciated the investment. Fair value of this investment is estimated at ₱800,000 - ₱1,000,000 perslot.

Item3-LegalProceedings

TherearenopendinglegalproceedingstowhichtheCompanyispartyorwhichanyofitspropertyisthesubject.

Item4-SubmissionofMatterstoaVoteofSecurityHolders

Therewereno matterssubmitted to avoteofsecurity holdersduring thefourthquarterof thefiscalyear covered bythisreport.

PARTII-OPERATIONALANDFINANCIALINFORMATION

Item5-MarketforRegistrant’sCommonEquityandRelatedStockholderMatters

a) MarketPriceofandDividendsonRegistrant’sCommonEquityandRelatedStockholderMatters

1. MarketInformation

StockMarket

2. Holders

AsofDecember31,2023,theCompany has4,676stockholders.

Hereunderisthelistof thetop20Stockholders(asof31December2023):

1. PCDNomineeCorporation (Filipino)

2. PanMalayanMgnt&Inv.Corp.(PMMIC)

3. AlsonsConsolidatedResources,Inc.

4. ChinaBankingCorporationT/A-SCA-#0010

5 ChinaBankingCorporationT/A-SCA-#0011

6. House ofInvestments,Inc.

7. Yuchengco,AlfonsoT.

8. HydeeManagement&ResourcesCorporation

9. ChinaBankingCorporationT/A-SCA-#0013

10. ChinaBankingCorporationT/A-SCA-#0012

11. PCDNomineeCorporation(NF)

12. Ong, Clemente

13. Pacific BasinSec.Co.,Inc.

14. Floreindo, AntonioO.

15. Paz,WenceslaoR.de la

16. A.T.Yuchengco,Inc.

17. Reyes,VicentaS.

18. Santiago, Violeta G.

19. KensigtonManagementCorporation

20. Ty.A.N.

1. None of the holders of the Company’s common shares registered under the name of PCD owns more than 5% of the Company’s commonshares.

2. Thecorporateacts ofPMMICarecarried outbyits BoardofDirectors and Management.Ms.Michele Marie Y.Dee is thecurrent Presidentwhilethe Chairmanof theCompany is Ms.HelenY.Dee.

3. The corporate acts of Alsons Consolidated Resources Inc. are carried out by its Board of Directors. Mr. Nicasio I. Alcantarais the currentChairmanandPresidentoftheCompany.

4. CBC T/A-SSC#0010 and T/A-SSC#0011 are Trust Accounts between China Banking Corporation as Trustee. The Corporate acts of CBC are carried out by its Board of Directors and Management. Mr. Romeo D. Uyan is the current CBC Presidentand COE.

As of December 31, 2023, the Company has a total of 163,000,000 shares issued and outstanding. Of the total outstanding common capitalstock, 162,173,984 sharesor99.49%areowned by Filipinocitizens,while 826,016 sharesor0.51%areowned byforeigners.

1. MinimumPublicOwnership

The Company is compliant with the requiredMinimumPublic Ownership ofatleast 10%of thetotal issuedandoutstandingcapitalstock,asmandatedbySection3,ArticleXVIIIoftheContinuingListing Requirements of theListing and DisclosureRules. As of December 31, 2023, theCompany’s public floatwas81.30%.

2. Dividends

InaccordancewiththeCorporationCodeofthePhilippines,theCompanyintendstodeclaredividends (either in cash or stock or both) in the future. Shareholders of the Company are entitled to receive a proportionate share in cash dividends that may be declared by the Board of Directors out of surplus profitsderivedfromtheCompany’soperations. Thesamerightexistswithrespecttoastockdividend, thedeclarationofwhichissubjecttotheapprovalofstockholdersrepresentingatleasttwo-thirds(2/3) of the outstanding shares entitled to vote. The amount of dividend will depend on the Company’s profitsand itscapitalexpenditureandinvestmentrequirementsattherelevanttime.

The Company did not declare any cash or stock dividends in the last two (2) fiscal years 2023 and 2022.

Thelaststock dividend (15%)waspaid in 1997. Priorto 1997, thelastcash/stock dividend paidwas in1990.

3. RecentSale ofUnregisteredSecurities

Therewasnosaleofunregisteredsecuritiesforthepastthree (3)years.

b) DescriptionofRegistrant’sSecurities

1. Common Stock

Thedetailsofthe Company’scapitalstockareasfollows:

Authorized(₱1.00parvalue)388,000,000₱388,000,000 Issuedandoutstanding163,000,000₱163,000,000

2. DebtSecurities-NotApplicable

3. StockOptions-NotApplicable

4. SecuritiesSubjecttoRedemptioncall–NotApplicable

5. Warrants–Notapplicable

6. MarketInformationforSecuritiesOtherthanCommonEquity– NotApplicable

7. OtherSecurities–NotApplicable

Item6-Management’sDiscussionandAnalysisorPlanofOperation Management’sDiscussionandAnalysisofFinancialConditionsandResultsofOperations

1.FinancialCondition(AsofDecember31,2023and2022)

LIABILITIESANDEQUITY

Total assets amounted to ₱667.405 million and ₱679.336 million as of December 31, 2023 and December 31, 2022,respectively.

The Company’s cash and cash equivalents amounted to ₱111.061 million and ₱99.386 million as of December 31, 2023 and 2022, respectively. The 11.75% net increase was due to the cash proceeds from sale of 2,507,604 BenguetCorp.’ssharesat₱4.45/shareinOctober2023.

Financial assets at fair value through profit or loss amounted to ₱38.107 million from ₱36.828 million as of December31, 2023andasofDecember31,2022,respectively. The3.47%netincreaseisduetoslightrecovery inmarketvaluesofinvestmentsinstockstraded atPSE.

The 73.98% net increase in receivables mainly pertains to interest receivable from MMPs, special CASA and dividendreceivablefromvariousstockinvestmentsduringthe period.

Other current assets consists of prepayments, prepaid taxes and input tax carry-overs. This amounted to ₱1.677 million and ₱1.446 million as of December 31, 2023 and 2022, respectively. The 15.92% net increase in this accountmainlyrepresentsadditionalinputtaxesrecorded duringtheperiod.

Financial assets at fair value through other comprehensive income (FVOCI) account as of December 31, 2023 amounted to ₱514.706 million as compared with December 31, 2022 of ₱540.609 million. The net decrease pertains to the downward adjustment of the fair value of the investment in HEDC and sale of investment in BenguetCorp.(pleaserefertoNote8 ofthe 2022 AFS).

Accountspayableandaccruedexpensesamountedto₱0.984millionand₱1.138millionasofDecember31,2023 and December 31, 2022, respectively. The 13.52% net decrease is attributable to settlement of payables during the year.

TheCompanyrecognizeddeferredtaxliabilityamountingto₱58.589millionand₱61.185millionasofDecember 31, 2023 and 2022, respectively. The decrease is due to the adjustment in the set-up of tax liability associated withthedecreaseinthefair valueoftheinvestmentinHEDC.

Total stockholders’ equity as of December 31, 2023 is ₱607.832 million or ₱3.73 book value per share as comparedwithlastyear’s₱617.013millionor₱3.79bookvalue pershare.

2.ResultsofOperations(FortheyearsendedDecember31,2023,2022and2021)

The Company posted a net income of ₱3.967 million or ₱0.0243 earnings pershare as ofDecember 31, 2023 as comparedwith₱1.212 millionor₱0.0074earningspershareasofDecember31,2022.

Interestincomeamountedto₱4.271millionand₱1.681millionasofDecember31,2023andDecember31,2022, respectively.TheincreaseisattributabletohighercashbalanceandaverageinterestratesfromMMPsandspecial CASA duringtheyear.

Netunrealizedgain(loss)onfairvaluechangesonfinancialassetsatFVTPLamountsto₱0.716millionlastyear to₱1.279millionthisyearmainlyduetoslightrecoveryoftheinvestmentsin stockstradedatthe PSE.

Dividend income amounted to ₱0.696 million and ₱0.419 million as of December 31, 2023 and December 31, 2022,respectively.Theincreasereferstocashdividendsfromvariousstockinvestments.

Bulk of the increase in the general and administrative expenses is due to expenses paid for advertisement, directors’feesandmanagementfees.

Provision for income tax pertains to the Minimum Corporate Income Tax (MCIT) set-up. The Company set-up MCIT rather than the 25% regular tax because most of its income are from unrealized market changes of investments and passive income subject to final tax. The decrease from last year’s provision is mainly due to lowerMCITrateasprescribedinCREATElaw.

3. FinancialCondition(AsofDecember31,2022and2021)

Total assets amounted to ₱679.336 million and ₱573.623 million as of December 31, 2022 and December 31, 2021,respectively.

The Company’s cash and cash equivalents amounted to ₱99.386 million and ₱100.293 million as of December 31,2022and2021,respectively.The0.90%netdecrease wasduetopaymentofworkingcapitalrequirements.

Financial assets at fair value through profit or loss amounted to ₱36.828 million from ₱36.112 million as of December31, 2022andasofDecember31,2021,respectively. The1.98%netincreaseisduetoslightrecovery inmarketvaluesofinvestmentsinstockstradedatPSE.

The 223.19% net increase in receivables mainly pertains to interest receivable from money market placements and dividendreceivablefromvariousstockinvestmentsduringtheperiod.

Other current assets consists of prepayments, prepaid taxes and input tax carry-overs. This amounted to ₱1.446 million and ₱1.278 million as of December 31, 2022 and 2021, respectively. The 13.16% net increase in this accountmainlyrepresentsadditionalinputtaxesrecorded duringtheperiod.

Financial assets at fair value through other comprehensive income (FVOCI) account as of December 31, 2022 amounted to ₱540.609 million as compared with December 31, 2021 of ₱435.610 million. The net increase pertains to the upward adjustment of the revaluation of the investment in HEDC (please refer to Note 8 of the 2022 AFS).

Accountspayableandaccruedexpensesamountedto₱1.138millionand₱0.634millionasofDecember31,2022 and December31,2021,respectively. The79.43%net increaseisattributable toadditionalaccrualsatthe end of December2022.

TheCompanyrecognizeddeferredtaxliabilityamountingto₱61.185millionand₱45.649millionasofDecember 31, 2022 and 2021, respectively. The increase is due to the adjustment in the set-up of tax liability associated with the increase in the revaluation of the investment in HEDC, more particularly, the related 15% capital gains tax shouldtherebe anysaleofHEDCshares.

Totalstockholders’equityasofDecember31,2022 is₱617.013millionor₱3.79book value/shareascompared withpreviousyear’s₱527.340millionor ₱3.24book valuepershare.

4. ResultsofOperations(FortheyearsendedDecember31,2022and2021)

The Company posted a net income of ₱1.212 million or ₱0.0074 earnings per share as compared with ₱20.131 millionor₱0.1235earningspershareasofDecember31,2021.

Dividend income amounted to ₱0.419 million and ₱31.710 million as of December 31, 2022 and December 31, 2021, respectively. Bulk of this amount refers to cash dividend from various stock investments. Decline for the periodismainlydueto nodividend receivedfromHEDC.

Interestincomeamountedto₱1.681millionand₱0.624millionasofDecember31,2022andDecember31,2021, respectively.Theincrease isattributabletohigherinterestratesfromMMPsduringtheyear.

Other income as of December 31, 2022 and 2021 pertains to accounting services rendered by the Company to HEDCand rentalincome.

Net unrealized gain (loss) in the changes in market values (of investment in stocks at FVTPL) from (₱2.287) million in 2021 to ₱0.716 million in 2022 is mainly due to slight recovery of the investments in stocks traded at the PSE.

Bulk of the decrease in the general and administrative expenses is mainly due to the payment in 2021 of Company’sshareintheplug/abandonmentcostofpreviousoilexplorationproject(refertoNote11ofthe2022 AFS).None inyear2022.

Provision for income tax pertains to the Minimum Corporate Income Tax (MCIT) set-up. The Company set-up MCIT rather than the 25% regular tax because most of its income are from unrealized market changes of investments and passive income subject to finaltax.The increase from last year’sprovision is mainly due to the increaseinotherincome.

5. FinancialConditions(AsofDecember31,2021and2020)

Total assets amounted to ₱573.623 million and ₱584.095 million as of December 31, 2021 and December 31, 2020,respectively.

The Company’s cash and cash equivalents amounted to ₱100.293 million and ₱77.118 million as of December 31,2021and2020,respectively.The30.05%netincreasewasduetocashdividendsreceivedfromHEDCduring the year,netofpaymentofworkingcapitalrequirements.

Financial assets at fair value through profit or loss amounted to ₱36.112 million from ₱38.399 million as of December 31, 2021 and as of December 31, 2020, respectively. The 5.96% net decrease is due to decline in marketvaluesofinvestmentsinstockstradedatPSE.

The 6.62% net decline in receivables mainly pertains to receipt of dividends, interest income and other income duringtheperiod.

Other current assets consists of prepayments, prepaid taxes and input tax carry-overs. This amounted to ₱1.278 million and ₱1.175 million as of December 31, 2021 and 2020, respectively. The 8.78% net increase in this accountmainlyrepresentsadditionalinputtaxesrecorded duringtheperiod.

Financial assets at fair value through other comprehensive income (FVOCI) account as of December 31, 2021 amounted to ₱435.610 million as compared with December 31, 2020 of ₱467.050 million. The net decrease pertainsto thedownward adjustment ofthe revaluationof theinvestmentinHEDC(please referto Note8ofthe 2021 AFS).

Accountspayableandaccruedexpensesamountedto₱0.634millionand₱0.802millionasofDecember31,2021 andDecember31,2020,respectively.The20.95%netdeclinepertainstopaymentofaccrualsandpayablesduring the period.

TheCompanyrecognizeddeferredtaxliabilityamountingto₱45.649millionand₱51.104millionasofDecember 31, 2021 and 2020, respectively. The decrease is due to the adjustment in the set-up of tax liability associated with the decline in the revaluation of the investment in HEDC, more particularly, the related 15% capital gains tax shouldtherebe anysaleofHEDCshares.

Total stockholders’ equity as of December 31, 2021 is ₱527.340 million or ₱3.24 book value per share as comparedwithlastyear’s₱532.189millionor₱3.26bookvaluepershare.

6. ResultsofOperations(FortheyearsendedDecember31,2021and2020)

TheCompanypostedanetincomeof₱20.131millionor₱0.1235earningspershareasofDecember31,2021as comparedwith₱26.498millionor₱0.1626earningspershareasofDecember31,2020.

Dividendincomeamountedto₱31.710millionand₱34.029millionasof December31,2021andDecember31, 2020,respectively. Bulk of this amounts pertains to cash dividend from HEDC. Decline for the period ismainly due tolowerdividendsfromHEDC.

Interestincomeamountedto₱0.624millionand₱0.667millionasofDecember31,2021andDecember31,2020, respectively.TheslightdeclineisattributedtolowerinterestsfromMMPsduringtheyear.

Other income as of December 31, 2021 and 2020 pertains to accounting services rendered by the Company to HEDCand rentalincome.

Lower net unrealized losses in the changes in market values (of investment in stocks at FVTPL) from ₱6.889 million in 2020 to ₱2.287 million in 2021 is mainly due to slight recovery of the investments in stocks traded at the PSE.

BulkoftheincreaseintheGeneralandadministrativeexpensesismainlyduetotheCompany’sshareintheplug /abandonmentcostofpreviousoilexplorationproject.

Provision for income tax pertains to the Minimum Corporate Income Tax (MCIT) set-up. The Company set-up MCIT rather than the 25% regular tax because most of its income are from unrealized market changes of investments and passive income subject to final tax. The decline from last year’s provision is mainly due to the change intheMCITratefrom2%to 1%.

KeyPerformanceIndicators(KPI)

PleaserefertoFinancialSoundnessIndicators

PlanofOperations

A. InvestmentinAFSnottradedinthemarket(InvestmentinHEDC)

As of December 31, 2023 the Company holds 11.33% interest in its investment in Hermosa Development Corporation(HEDC).

Significant progresshasbeen made inPhase2 of HermosaEcozone Industrial Park(HEIP), including the completion of stone masonry retaining wall, roadways, underground utilities, and various site grading works for optimal land use. Furthermore, new facilities, such as administrative building, telecommunication room, and security and maintenance building, have been completed. These developmentsshowHEDC’scommitmenttoservethelocatorsandstakeholdersefficiently.

B. InvestmentinFinancialAssetsatFVTPLandFVOCItradedinthemarket

The Company will continue to closely monitor the prices of its securities as well as those specific factors which could directly or indirectly affect the prices of these instruments. Because such investments are subject to price riskdue to changesinmarketvalues, an expecteddeclineintheportfolio willprompttheCompanyto disposeor tradethesecuritiesforreplacementwithmoreviableandlessriskyinvestmentsin thefuture.

WiththeCompany’scurrentcashposition,itcansustainitsneedsforitsoperatingexpenses.Therearenopossible materialcommitmentexpectedin thenexttwelve months.Thus,itdoesnotintendtoraiseadditionalfunds.

Aside from the Company’s investments stated above, there are no other researches or development plans, and purchaseor sale ofsignificantequipmentthattheCompany expectsperform.

Liquiditymanagement

TheCompanyhassubstantialinvestmentsinsharesofstockwhicharenotlistedinthePhilippineStockExchange and may not be readily convertible to liquid assets necessary to meet any potential additional liquidity requirementsoftheCompany. InvestmentinunquotedsecuritiesincludedinfinancialassetsatFVOCIamounted to₱490.650 millionand₱507.957millionasof December 31,2023and 2022,respectively.

Managementofliquidityrequiresaflowandstockperspective. Constraintsuchaspoliticalenvironment,taxation, foreign exchange, interest rates and other environmental factors can impose significant restrictions on firms in managementoftheirfinancialliquidity.

Seafronthasconsideredtheabovefactorsandpaidspecialattention toitscashflowmanagement. TheCompany identifiesallitscashrequirementsforacertainperiodandinvestsunrestrictedfundstomaximizeinterestearnings, i.e.moneymarketplacements.

Commitments

Therearenoknown trends,demands,commitments, eventsoruncertaintiesthatwillhavematerialimpactonthe Company’sliquidity.

Item7-FinancialStatements

The 2023 AFS of the Company are incorporated herein by reference. The schedules listed in the accompanying index toSupplementarySchedulesarefiled aspartofthisForm17-A.

Item8-ChangesinandDisagreementswithAccountantsonAccountingandFinancialDisclosure

Information on Independent Auditor

The external auditor of the Corporation is the auditing firm SyCip Gorres Velayo & Co. (SGV). The same accounting firm has been endorsed by the Audit Committee to the Board. The Board, in turn, approved the endorsement and will nominate the reappointment of the said auditing firm for the stockholders’ approval at the scheduled annual stockholders’ meeting. The said auditing firm has accepted theCompany’s invitation to stand forre-electionthisyear.

Audit services of SGV for the calendar year ended December 31, 2023 cover the examination of the financial statementsoftheCompany,reviewofincometaxreturnsandotherservicesrelatedtofilingofreportsmadewith the SecuritiesandExchangeCommissionandBureau ofInternalRevenue.

PursuanttoSRCRule68Paragraph3(b)(1V)(Re:RotationofExternalAuditors),theCompanyhasnotengaged Ms.AnaLeaC.Bergado,partnerofSGV&Co.,formore thanfive(5)years.ShewasengagedbytheCompany forexaminationof theCompany’s2023 AFS.

The company is compliant with the Rotation requirement of its external auditor’s certifying partner as required under SRC Rule 68 (3)(b) (1V). A two year cooling off period shall be observed in the re-engagement of same signingpartnerorindividualauditor.

Disagreements with Accountants on Accounting and Financial Disclosures

AsofDecember31,2023,therearenodisagreementswithAccountantsonAccountingandFinancialDisclosure.

Audit and audit- related fees

Externalauditfeesamountedto₱423,360(inclusiveofVAT)asofDecember31,2023.Saidfeesarefortheaudit andreviewofregistrant’sannualfinancialstatementsandotherservicesrenderedinconnectionwithfilingofsaid financialstatementswiththegovernmentinstitutionsuchasSECandBIR.

Therewerenofeespaidoraccruedforthelasttwoyearsrelativetotaxaccounting,compliance,advice,planning and anyotherformoftaxservices.

The Audit Committee approved the above fees based on the services rendered and the amount paid from the previousyear’saudit.

It is the policy of the company that all audit findings are presented to its Audit Committee which reviews and make recommendations to the Board on actions to be taken thereon. The Board of Directors of the Company passes upon and approves the Audit Committee’s recommendations. The members of the Audit Committee are asfollows:

NicasioI.Alcantara

BasilL. Ong

Ernestine CarmenJoD.Villareal-Fernando

-Chairman, IndependentDirector

-Member,IndependentDirector

-Member,IndependentDirector

Item9-DirectorsandExecutiveOfficersoftheRegistrant

Roberto Jose L.Castillo - ChairmanoftheBoard

MilagrosV.Reyes - Director

Ernestine CarmenJoVillareal-Fernando - IndependentDirector

Nicasio I.Alcantara - IndependentDirector

BasilL.Ong - IndependentDirector

RaulM.Leopando - Director

Victor V. Benavidez - Director

YvonneS. Yuchengco - Director

MedelT.Nera - Director

Officers:

MilagrosV.Reyes - President

MedelT.Nera - Treasurer

SamuelV.Torres - CorporateSecretary

LouieMarkR.Limcolioc - Asst.CorporateSecretary

a) BoardofDirectors

Seafront’s Board of Directors is composed of nine (9) members elected by and from among the Company’s stockholders. TheBoardisresponsibleforprovidingoverallmanagementanddirectiontothe Company. Board meetings are held on a quarterly basis or as often as required to discuss the Company’s operations, business strategy, policies and other corporate matters. A brief background of each member of the Company’s Board of Directorsisprovidedbelow:

Directors:

RobertoJoseL.Castillo 68 Chairman oftheBoard Filipino 2018 topresent

MilagrosV.Reyes 82 Director/President Filipino 1999 topresent

BasilL.Ong 72 IndependentDirector Filipino 2021 topresent

RaulM. Leopando 73 Director Filipino 2017 topresent

YvonneS.Yuchengco 70 Director Filipino 2000 topresent

NicasioI.Alcantara 81 IndependentDirector Filipino 1995 topresent

VictorV.Benavidez 72 Director Filipino 2017 topresent

MedelT. Nera 68 Director/Treasurer Filipino 2011 topresent

ErnestineCarmenJo D. Villareal-Fernando 62 IndependentDirector Filipino 2012 topresent

ExecutiveOfficers:

Nameofofficer

MilagrosV.Reyes 82 President Filipino 1999 topresent

MedelT. Nera 68 Treasurer Filipino 2011 topresent

Atty.SamuelV.Torres 59 CorporateSecretary Filipino 2006 topresent

Vanessa G.Peralta 38 Data PrivacyOfficer Filipino 2021 topresent

Atty. Louie Mark R. Limcolioc 36 Asst. Corporate Secretary Filipino 2022 topresent

The members of the Board are elected at the Annual Stockholders’ Meeting to hold office until the next Annual Stockholders’Meetinganduntiltheirrespectivesuccessorshavebeenappointedorelected andqualified.

BelowisthelistofthemembersoftheBoardandthecorporateofficers,andtheirbusinessexperienceduringthe pastfive (5)years:

Mr.RobertoJoseL.Castillo,68,Filipino,ChairmanoftheBoard. HewastheformerPresident&CEOofEEI Corporation.Mr. Castillo used to oversee EEI subsidiariesnamely: Equipment Engineers, EEI Construction and Marine, Inc., EEI Power Corporation, Al Rushaid Petroleum Investment Company in Saudi Arabia, EEI Realty Corporation and Gulf Asia International Corporation. EEI is a member of the Yuchengco Group of Companies. He was also a former Director of the following: PetroWind Energy Inc., PetroGreen Energy Corporation, PetroSolar Corporation, Brightnote Assets Corporation, Hermosa Ecozone Development Corporation, KubotaKasui Philippines Corporation, SQ Resources, Inc., SN Resources, Inc., Somerset Hospitality Holdings Philippines,Inc., AscottHospitality HoldingsPhilippines,Inc. and Tong Hsing Electronics Philippines, Inc. He isalsoChairmanof theAdvisoryBoard,CarmelrayIndustrialCorporation andChairmanCJCCorporation. Educational Background: Master’s degree in Business Administration, Wharton Graduate School of the University of Pennsylvania, Bachelor of Science in Commerce, University of Santo Tomas, Bachelor of Arts, University ofSanto Tomas. Professional Qualification: CertifiedPublicAccountant(CPA)

Ms.MilagrosV.Reyes, 82, Filipino, President/Director. She is presently the Chairman of PetroGreen Energy Corporation,MaibararaGeothermal,Inc.,RizalGreenEnergyCorporation,DagohoyGreenEnergyCorporation, Bugallon Green Energy Corporation, San Jose Green Energy Corporation, She is the President of PetroEnergy ResourcesCorporation,anoilexplorationanddevelopmentcompany.SheisalsoPresidentofPetroWindEnergy Inc. and PetroSolar Corporation. Director/Treasurer of Hermosa Ecozone & Development Corporation. Shewas formerlya Presidentof PetroGreenEnergyCorporationandDirector/ConsultantofPNOC-ECand aSeniorVice PresidentofBasicPetroleumandMinerals, Inc.

Educational Background: Bachelor of Science in Geology and Physical Sciences (Double Degree) from the University of the Philippines. She pursued various technical trainings from the National Iranian Oil Co., University ofIllinoisandAjmanFieldsinU.A.E.

Mr.BasilL.Ong, 72, Filipino, Independent Director. He is presently the Director of Transnational Diversified Group, Inc., AdventureInternationalTours, Inc. (Philippine representative of American Express, Inc.), Nike StadiumStoresandKidz StationStores)and WordtextSystems,Inc.(WSI)andW.S.Pacific Publications, Inc.

Educational Background: Mr.OngreceivedhisBachelor’sDegreeinManagementfromtheAteneode Manila University and he completed his post graduate, the Program for Management Development, at the Harvard Business School.

Mr.RaulM.Leopando, 73, Filipino, Director. He is currently a member of the Board of Directors of UPSON InternationalCorporation.HewasformerlyPresident/CEOofRCBCCapitalCorporation,ChairmanoftheBoard ofRCBCSecuritiesCorporation andNominee tothePhilippineStockExchange,ViceChairmanofthe Boardof RCBC Bankard, SeniorConsultant to the Chairmanof RCBC, Director of PetroEnergy Corporation,PetroGreen Energy Corporation and Maibarara Geothermal, Inc. He was also member of the board of directors of several other corporations. He wasalso formerly President of the Investment Houses Association of the Philippines. He isa lifetimememberoftheFinancialExecutivesInstitute(FINEX).

Educational background: HestudiedinUniversityofthePhilippines,ABEconomics,andSanBedaUniversity, BSCAccounting.

Ms. Yvonne S. Yuchengco, 70, Filipino,Director.She is also theChairman and President of Philippine Integrated Advertising Agency, Inc., Y Tower II Office Condominium Corp., Yuchengco Tower Office CondominiumCorp.andRoyalCommons,Inc.; ChairmanofYRealty Corporation, RCBCCapital Corporation and XYZ Assets Corporation; Vice Chairperson of National Reinsurance Corp. of the Philippines and Malayan Insurance Co., Inc.; Director, Treasurer and CFO of Pan Malayan Management & Investment Corp.;Director and Presidentof Alto Pacific Corporation,MICOEquities, Inc. andRCBC Land, Inc.;Director and Treasurerof Water Dragon, Inc., HI Cars, Inc., Malayan High School of Science, Inc., Mona Lisa Development Corp., Petro Energy Resources Corp.,Mayahin Holdings Corporation, andPan Malayan Realty Corp.;Director and VicePresidentof AY Holdings, Inc.;Trustee and Chairpersonof The Malayan Plaza Condominium Owners and Yuchengco Museum, Inc.;DirectorofAnnabelle Y. Holdings & Management Corporation, A.T. Yuchengco, Inc., Enrique T. Yuchengco, Inc., DS Realty, Inc., GPL Holdings, Inc., House of Investments, Inc., HYDee Management & Resources Corp., iPeople inc., La Funeraria Paz-Sucat, Inc., Luisita Industrial Park Corp., MalayanInternationalInsuranceCorp.,ManilaMemorialParkCemetery,Inc.,MPCInvestmentCorporation,Pan Malayan Express, Inc., Seafront Resources Corp., Shayamala Corporation, YGC Corporate Services, Inc., and Asia-Pac Reinsurance Co., Ltd.;Trusteeof Avignon Tower Condominium Corporation, Phil-Asia Assistance Foundation, Inc.,Malayan Education System, Inc. (Operating Under the Name of Mapua University), AY

Foundation,Inc.,YuchengcoCenter,Inc.;Advisory Member ofRizalCommercialBankingCorporation. Educational Background: Bachelor of Arts in Interdisciplinary Studies from Ateneo De Manila University, Philippines and took up further studies at the University of Asia and the Pacific under the Strategic Business EconomicsProgram(SBEP) program.

Mr.NicasioI.Alcantara, 81, Filipino, Independent Director. He is presently the Chairman and President of Alsons Consolidated Resources, Inc., ACR Mining Corporation, Alsons Development and Investment Corporation, Sarangani Agricultural Company, Inc., Conal Holdings Corporation, Alsons Thermal Energy Corporation, Alto Power Management Corporation and other subsidiaries under the Alcantara Group. He is the Chairman of the Board of SITE Group International, Ltd. Mr. Alcantara serves as the Chairman of both the Corporate Governance Committee and Related Party Transactions Committee of BDO Private Bank, Inc. and a member of the Bank’s AuditCommittee. He is the Vice Chairman of Avaina Development Corporation. He is a Director of The Philodrill Corporation, Enderun Colleges, Inc., Sagittarius Mines, Inc. and Phoenixs Petroleum Philippines, Inc. Prior to this, Mr. Alcantaraheld the position of Chairman and President in various corporation, namely, Petron Corporation, Iligan Cement Corporation, Alsons Cement Cement Corporation, Northern MindanaoPowerCorporationandRefratoriesCorporationofthePhilippines. HewasalsotheChairmanofAlsons Prime Investments Corporation until recently and served as Director of Bank One Savings, Bancasia Capital Corporation,CAlcantara&Sons, Inc.andAlsonsCorporation.

Educational Background: Bachelor of Science in Business Administration from the Ateneo de Manila University,Master’sin BusinessAdministrationfromSta.Clara University,California,USA.

Mr.VictorV.Benavidez, 72, Filipino, Director. He is also a Director of Boulevard Holdings, Inc. Formerly: General Manager of Alakor Securities, Inc, Director, Mariwasa Siam Holdings, Anglo Philippines Holdings Corporation,VPandDirectorMabuhayHoldingsCorporationandTagaytayProperties&HoldingsCorporation, Columnist, The Daily Globe, Investment Research Consultant of James Capel, Manager/Corplan of Banco FilipinoandManager/InvestmentResearchofAnselmoTrinidad&Co.

EducationalBackground: BachelorofScienceinEconomicsfromtheUniversityofSto.Tomas,Master’sDegree inEconomicsfromtheUniversityofSto.Tomas, ProfessionalDevelopmentProgramfromCRC.

Mr.MedelT.Nera, 68, Filipino, is a Director of House of Investments, Inc. from 2011 to present. He is also a DirectorofiPeopleInc.,EEICorp.,NationalReinsuranceCorporationandGenerikaGroup.Hispastexperiences include: President & CEO of House of Investments, Inc.; President of Honda Cars Kalookan, Inc., Director and President of RCBC Realty Corp.; Chairman of the Board of Greyhounds Security & Investigation Agency Corp., ZamboangaIndustrialFinanceCorporation,EEIRealtyCorp.,Hi-EisaiPharmaceuticalsInc.,Investments Manager Inc., Landev Corp., Malayan Colleges Laguna, Inc., Manila Memorial Park Cemetery Inc., YGC CorporateServices,DirectorandChairmanofRiskCommitteeofRizalCommercialBankingCorp.;Directorand TreasurerofCRIBSFoundation,Inc.,and SeniorPartneratSycipGorresVelayo &Co.

Educational Background: Master in Business Administration from Stern School of Business, New York University, USA and Bachelor of Science in Commerce from Far Eastern University, Philippines, International Management Program from Manchester Business School, UK, Pacific Rim Program from University of Washington,USA.

Atty.ErnestineCarmenJoVillareal-Fernando, 62, Filipino, is the Director of various corporation such as: Country Bankers Insurance Corporation, Country Bankers Life Insurance Corporation, Jose E. Desiderio, Inc., Fuegoy Hielo, Inc. Senior Partner,Platon Martinez FloresSan PedroLeano FernandoPanagsaganBantilan Law Office. Independent Director of RCBC Securities, Inc., RCBC Forex Brokers Corporation and RP Land DevelopmentCorporation,President-TrusteeDelta LambdaSigma AlumniAssn. Educational Background: Bachelor of Laws from the University of the Philippines, A.B. Economics-College Scholar,Dean’sMedalfromtheUniversityofthePhilippines,CertificateinMathandComputerProgrammingat Michigan StateUniversity,ComputerCenter.

Atty.SamuelV.Torres, 59, Filipino, Corporate Secretary. He is also General Counsel/Corporate Secretary of AYFoundation,AltoPacificCompany,Inc.(Formerly:ThePacificFund,Inc.),BankersAssuranceCorp.,FBIA Insurance Agency, Inc., Bluehounds Security & Invt. Agency,Enrique T. Yuchengco, Inc., First Nationwide AssuranceCorp.,GPLHoldings,Inc.GPLCebuTowerOfficeCond.Corp.,GPLHoldings,Inc.,Grepaland,Inc., GrepaRealityHoldingCorporation,HexagonIntegratedFinancial&InsuranceAgency,Hi-EisaiPharmaceutical, Inc.,HondaCarsKalookan, Inc,HouseofInvestments,Inc.,HexagonIntegratedFin.Ins.Agency,Inc.,Hexagon Lounge, Inc., iPeople, Inc., Investment Managers, Inc.,Landev Corporation, La Funeraria Paz-Sucat, Inc., MalayanHighSchoolofScience,Inc.,MalayanInsuranceCo.,Inc.,MicoEquities,Inc.,MalayanColleges,Inc., Malayan Colleges Laguna, Inc., Malayan Securities Corporation, Mapua Information Technology Center, Inc.,

MJ888Corporation,MonaLisaDevelopmentCorporation,PanMalayanManagement&InvestmentCorporation, Pan Malayan Realty Corporation, Pan Malayan Express, Inc., Pan Pacific Computer Center, Inc.,People eServe Corporation, PetroEnergy Resources Corporation, Philippine Integrated Advertising Agency, Inc., Royal Commons,Inc.,RCBCForexCorporation,RCBCRealtyCorporation,RCBCLand,RCBCSecurities,Inc.,RCBC Bankard Services Corporation, RCBC Securities, Inc., RP Land Development Corporation, Seafront Resources Corporation, Sun Life Grepa Financial, Inc., Yuchengco Museum, YGC Corporate Services, Inc., Y Realty Corporation,YTowerIIOfficeCondominiumCorp.,YuchengcoTowerOfficeCondominiumCorp.andXamdu Motors,Inc.

EducationalBackground:BachelorofScienceinBusinessEconomicsfromtheUniversityofthePhilippinesand BachelorofLawsfromAteneo de ManilaUniversity.

Ms.VanessaG.Peralta, 38, Filipino, Data Privacy Officer. She is also PetroEnergy Resources Corporation’s currentAVPforCorporateCommunicationandChiefInformation OfficerandData PrivacyOfficer.

Educational Background: She took Bachelor of Science in Development Communication from the University ofthePhilippines.

Atty.LouieMarkR.Limcolioc,36,Filipino,Asst.CorporateSecretary. HeisalsotheAsst.CorporateSecretary of PetroEnergy Resources Corporation; Corporate Secretary of the following corporations: PetroGreen Energy Corporation,PetroSolar Corporation andPetroWindEnergyInc.

Educational Background: He tookhisBachelor of Lawsdegree from theSan Beda College Alabang Schoolof Law.

SignificantEmployees

OtherthantheaforementionedDirectorsandExecutiveOfficersidentifiedintheitemonDirectorsandExecutive Officers in this report, there are no other employees of the Company who may have significant influence in the Company’smajorand/orstrategic planninganddecision-making.

The Corporation values its human resources. It expects each employee to do his share in achieving the Corporation’ssetgoals.

Thereisnosignificantemployeeoftheregistrantthatisexpectedtomakesignificantcontributiontothebusiness.

The Directors of the Company are elected at the annual stockholders’ meeting to hold office until the next succeeding annualmeeting anduntiltheirrespectivesuccessorshave beenelectedandqualified.

Officers are appointed or elected annually by the Board of Directors at its first meeting following the Annual MeetingofStockholders,eachtoholdofficeuntilthenextannualstockholders’meetingoruntilasuccessorshall havebeen elected, appointedorshallhavequalified.

FamilyRelationship

TherearenofamilyrelationshipsknowntotheCompany.

InvolvementinCertainLegalProceedings

For the past five (5) years, none of the Directors or Executive Officerswas involved nor hasany such officer or director has been involved in any legal cases under the Insolvency Law or the Philippine Revised Penal Code either asdefendantor accused,norhas any suchofficerordirectorbeen the subjectof anycourtorder,judgment or decree barring, suspending or otherwise limiting him from engaging in the practice of any type of business includingthoseconnected withsecuritiestrading, investments,insuranceorbankingactivities.

CertainRelationshipsandRelatedTransactions

PleaserefertoNote13ofthe2023AFSforthe disclosureofthe relatedpartytransactions.

AsidefromthedisclosureintheAuditedFinancialStatements,therewerenootherrelatedtransactionsorproposed transactionsduring thelasttwo(2)yearstowhichtheregistrantwasoristobeaparty.

Item10-ExecutiveCompensation

CompensationofDirectorsandExecutiveOfficers

SummaryCompensationTable(CEOandTop4HighestPaidExecutive Officer) Name Designation Compensation*

MilagrosV.Reyes President -

MedelT.Nera Treasurer -

Atty.SamuelV.Torres CorporateSecretary -

Atty.Louie MarkL.Limcolioc Asst.CorporateSecretary -

SummaryCompensationTable(AllDirectorsasagroup)

AllDirectorsasagroup*

*Allexecutiveofficersofthecompany donotreceive anycompensation. **2024projectedperdiemduringBODmeetings.

ThereisnoemploymentcontractbetweentheregistrantandtheChairmanandallothersExecutive Officers.

There are no other arrangements pursuant to which any director of the company was compensated, or is to be compensated,directlyorindirectly.

Item11-SecurityOwnershipofCertainRecordandBeneficialOwnersandManagement (asofDecember31,2023)

a)SecurityOwnership ofCertainRecord andBeneficialOwners. Thefollowingtablesetsforthinformation with respecttoarecord orbeneficialownerdirectlyor indirectlyowning morethan5%of theCompany’sCapitalStock asofDecember31,2023. *PCD total

Ayala Ave.,MakatiCity

PMMIC 10th Floor,GPL Building, Buendia Ave.,MakatiCity

AlsonsCons.Res.,Inc. 2286PasongTamoExt. MakatiCity

T/A-SCA#0010

Building,TrustDept. PaseodeRoxas,Makati City

T/A-SCA#0011 CBCBuilding,TrustDept. P.deRoxas, MakatiCity

PanMalayan Managementand InvestmentCorporation (Note2)

AlsonsConsolidated Resources,Inc.(Note3)

ChinaBankingCorp. (Note4)

NOTE:

1. None oftheholders ofthe Company’s common sharesregistered underthename ofPCD Nomineeownsmore than 5% ofthe company’scommonshares.

2. ThecorporateactsofPMMICarecarried out by its BoardofDirectorsandManagement.Mrs.Helen Y.DeeistheChairman ofPMMIC.

3. The Corporate acts of Alsons Cons. Res., Inc. are carried out by itsBoard of Directors. Mr. Tomas I. Alcantara is the current presidentoftheCompany.

4. CBC T/A-SSC#0010 and T/A-SSC#0011are Trust Accounts with China Banking Corporation asTrustee. The Corporate acts of CBC are carried outby its Board ofDirectorsandManagement. Mr.Romeo D. Uyan, Jr.is the current CBCPresident and ExecutiveDirector.

b)Security OwnershipofManagementasofDecember31,2023.

ThefollowingarethenumberofsharesownedofrecordbytheDirectors,theChiefExecutiveOfficerand eachofthekeyofficersoftheCompanyandthepercentageofshareholdingsofeach:

Common RobertoJoseL.Castillo

oftheBoard

MilagrosV.Reyes

andDirector

BasilL.Ong

YvonneS.Yuchengco

“Direct” Filipino -

“Direct” Filipino -

“Direct” Filipino -

“Direct” FilipinoCommon NicasioI.Alcantara

Director

MedelT.Nera

“Direct” 2,834 “Indirect” Filipino -

FilipinoCommon ErnestineCarmenJoD.Villareal-Fernando

Director

“Direct” FilipinoCommon RaulM.Leopando

VictorV.Benavidez

SamuelV.Torres

LouieMarkR.Limcolioc Asst.CorporateSecretary

661“Indirect” Filipino -

“Direct” Filipino -

Filipino -

As of December 31, 2023, the Company’s directors and executive officers owned an aggregate of 4,926 shares equivalent to 0.003% of the Company’s outstanding shares. None of the members of the Company’s directors and managementownsmorethan2%ormoreofthe outstandingcapitalstockoftheCompany.

VotingTrustHoldersof5%ormore- The Company is not aware of any voting trust or similar arrangement amongpersonsholdingmorethan 5%ofa classofshares.

ChangesinControl- There had been no change in the control of the Company since the beginning of the last fiscalyear. TheCompanyhasno existingvotingtrustorchangeincontrolagreements.

Item12-CertainRelationshipsandRelatedTransactions

Therewerenorelatedtransactionsorproposedtransactionsduringthelasttwo(2)yearstowhich theregistrant wasoristobe aparty.

Item13-ExhibitsandReports

a. 2023 and2022Audited FinancialStatements

b. SupplementaryInformationandDisclosuresrequiredonSRCRule68and68.1asamended

c. SustainabilityReport

d. ReportsonSECForm17-C

1. March 30,2023 -Notice of2023AnnualStockholders’Meeting

2. April14,2023 -Approvalof2022AFS

3. June 22,2023 -ResultsofAnnualStockholders’Meeting2023

4. June 22,2023 -ResultsofOrganizationalMeeting2023

5. November29,2023 -ChangeofStockTransferAgent

6. December15, 2023 -AmendmentonChangeofStockTransferAgent

Item14- GeneralNotestoFinancialStatements

1. AssetssubjecttoLienandRestrictionsonSalesofAssets AsofDecember31,2023,therewerenoassetsmortgaged,pledgedorotherwisesubjecttolien.

2. SubsequentEvents

TherewerenosubsequenteventsthatrequiredadjustmentsontheDecember31,2023Audited FinancialStatements.

3. Defaults-None

4. Thefollowingare notapplicableinthepreparationofthisreport.

a. Adjustments made that lead to the revenue recognition but which adjustmentscannotbeproperlysupported.

b. Changesinestimateswithoutproperdisclosurewhichhavetheimpactof improvingresultsofoperations.

c. Non-Application or misapplication of accounting principles and standards,misstatements,omissions,etc.

d. Other cases involving accounting and auditing matters resulting to possible concealment of a fraud or the creation of a risk for the commission offraud.

5. TheCompanyhasnoliabilityguaranteedbyothers.

6. Therewerenoassetspledgedagainstsecuredliabilities.

7. Eventsafter thedate ofStatementofFinancialPosition.

a. Dividends

ThereisnodividendproposalordeclarationneitheraftertheStatementofFinancial Positiondatenorbefore thefinancialstatementsareauthorized forissue.

b. Discontinuing Operations

Therewerenosignificanteventsafterthe StatementofFinancialPosition datebut beforethe financialstatementsareauthorizedforissuethatmaywarrantsuspension oftheCorporation’soperations.

c. Earningspershare

TherearenosignificanteventsaftertheStatementofFinancialPositiondate thatwill affectthe computationofearningsper share.

SIGNATURES:

The President acts as the Principal Operating Officer and Principal Executive Officer; and the Treasurer as the PrincipalFinancialOfficeroftheCompany.

SIGNATURES

Pursuant to the requirements of Section l7 of the Code and Section 141 of the Corporation Code, this repor is signed on behalf oi th" isr.. by the undersigned, thereunto duly authorized, in the City of Pasig on April li , 2024.

SEAFRONT RESOURCES CORPORATION

Issuer

MILAGROS V. REYES

President/CEO/COO

MEDEL T. NERA

Principal Financial Offi cer/Treasurer

SAMUELV. TORRES

Corporate Secretary

SUBSCRIBED AND SWORN to before rne this ltlh day of April 2024, at Pasig City. Affiant(s) exhibiting to rne their Tax Identification Nurnber (TIN) indicated beside each name.

NAMES

MILAGROS V. REYES

MEDEL T. NERA

SAMUEL V. TORRES

TIN

100-732-77 5 113-423-143 133-'734-895

Doc. No. St.} ; Pase No. 104 ; Bo;k No.E; Series of2024

7F JmT BHg. Ortigas Genter Pasig City Roll No. 63341 PTR No. t550llAA 101-12-20241Pasig City IBP No. 40S791 / 01-08-2024 / RsM MCLE Gompliance No. V11.0030498 No. 357 12023-2024\l for Pasig and Pateros December 2024

ANNEX “D”

2023 AUDITED FINANCIAL STATEMENTS

STATEMENT OF MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL STATEM ENTS

March 21 ,2024

Securities and Exchange Commission

PICC, Roxas Boulevard, Pasay City

The management of Seafront Resources Corporation is responsible fbr the preparation and fair presentation of the financi il statements including the schedules attached therein, for the years ended December 31 , 2023 and 2022, in accordance wi'h the prescribed financial rcporting framework indicated therein, and for such internal control as management determines ,s necessary to enable the preparation of financial statements that are free fi'om material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a goirg concem, disclosing, as applicable matters related to going concern and using the going concern basis of accounting unle:s management either intends to liquidate the Cornpany ol to cease operations, or has not realistic alternative but to do so.

The Board of Directors is responsible for overseeing the Company's financial reporting process.

The Board of Directors reviews and approves the financial statements including the schedules attached therein, and submi-s the same to the stockholders or members.

SyCip Gorres Velayo & Co., the independent auditor appointed by the stockholders, has audited the financial statemen-s of the company in accordance with Philippine Standards on Auditing, and in its report to the stocl<holders or members, has expressed its on the fairness of presentation upon completion of such audit.

Jose L. Castillo Jr. Chairman

suBSCRIBED AND swoRN to me before th', APR 0 5 ?021'

Affiants exhibited to me their Tax Identification Numbers (TIN) indicated below each name.

NAMES

Roberto Jose L. Castillo Jr.

Milagros V, Reyes

Medel T. Nera

noc. No.474 ; Pase No. iT-, B;kNoZ-; Series of2024,

123-304-975 ffi ARIA dARX{Et/[ o. uault;r Appointnent HumU# try (2c23-20?4) tlolary-plt,tic tor the Cities of P8'si( and San Juan and tre MunicjPalitY of Pateros Conmission Expiros on De@mbor 31'2024 7F, JMT Bldg., ADB'Avo., Ortigas Centor, Pasig City Roll of AttomeYs No. 6685

MCLE ComPliance No. V1I{016267 IBP No. 24tS870/01 4&20 ? /RSM I ptR No. 1550112Arr/01-12-203/Pasig city

Ma. Theresa A.Calate

From: eafs@bir.gov.ph

Sent: April 15, 2024 9:41 am

To: Emerson T. Azul

Cc: Ma. Theresa A. Calate

Subject: Your BIR AFS eSubmission uploads were received

CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe.

Hi SEAFRONT RESOURCES CORPORATION,

Valid files





EAFS000194465OTHTY122023.pdf

EAFS000194465ITRTY122023.pdf

 EAFS000194465AFSTY122023.pdf

 EAFS000194465TCRTY122023-01.pdf



EAFS000194465RPTTY122023.pdf

Invalid file

 <None>

Transaction Code: AFS-0-6AGAAEH50AL8E9LEKMRXNVQYP0N4XPVRVR

Submission Date/Time: Apr 15, 2024 09:40AM

Company TIN: 000-194-465

Please be reminded that you accepted the terms and conditions for the use of this portal and expressly agree, warrant and certify that:

 The submitted forms, documents and attachments are complete, truthful and correct based on the personal knowledge and the same are from authentic records;

 The submission is without prejudice to the right of the BIR to require additional document, if any, for completion and verification purposes;

 The hard copies of the documents submitted through this facility shall be submitted when required by the BIR in the event of audit/investigation and/or for any other legal purpose.

This is a system-generated e-mail. Please do not reply. For Encrypted Emails click here for instructions ========== DISCLAIMER ========== This email and its attachments may be confidential and are intended solely for the use of the individual or entity to whom it is addressed. If you are not the intended recipient of this email and its attachments, you must take no action based upon them, nor must you disseminate, distribute or copy this e-mail. Please contact the sender immediately if you believe you have received this email in error. E-mail transmission cannot be guaranteed to be secure or error-free. The recipient should check this email and any attachments for the presence of viruses. The Bureau of Internal Revenue does not accept

liability for any errors or omissions in the contents of this message which arise as a result of e-mail transmission. For Encrypted Emails click here for instructions

========== DISCLAIMER ========== This email and its attachments may be confidential and are intended solely for the use of the individual or entity to whom it is addressed. If you are not the intended recipient of this email and its attachments, you must take no action based upon them, nor must you disseminate, distribute or copy this e-mail. Please contact the sender immediately if you believe you have received this email in error. E-mail transmission cannot be guaranteed to be secure or error-free. The recipient should check this email and any attachments for the presence of viruses. The Bureau of Internal Revenue does not accept liability for any errors or omissions in the contents of this message which arise as a result of e-mail transmission. The contents of this e-mail message and any attachments are confidential and are intended solely for the addressee. The information may also be legally privileged. This transmission is sent in trust, for the sole purpose of delivery to the intended recipient. If you have received this transmission in error, any use, reproduction or dissemination of this transmission is strictly prohibited. If you are not the intended recipient, please immediately notify the sender via e-mail or phone and delete this message and its attachments, if any.

NOTE 1 : In case of death, resignation or cessation of office of the officer designated as contact person, such incident shall be reported to the Commission within thirty (30) calendar days from the occurrence thereof with information and complete contact details of the new contact person designated.

2 : All Boxes must be properly and completely filled-up. Failure to do so shall cause the delay in updating the corporation’s records with the Commission and/or non-receipt of Notice of Deficiencies. Further, non-receipt of Notice of Deficiencies shall not excuse the corporation from liability for its deficiencies.

INDEPENDENT AUDITOR’S REPORT

The Board of Directors and Stockholders

Seafront Resources Corporation

7th Floor, JMT Building, ADB Avenue

Ortigas Center, Pasig City

Reporton the Audit of the Financial Statements

Opinion

We have audited the financial statements of Seafront Resources Corporation (the Company), which comprise the statements of financial position as at December 31, 2023 and 2022, and the statements of comprehensive income, statements of changes in equity and statements of cash flows for each of the three years in the period ended December 31, 2023, and notes to the financial statements, including material accounting policy information.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2023 and 2022, and its financial performance and its cash flows for each of the three years in the period ended December 31, 2023 in accordance with Philippine Financial Reporting Standards (PFRSs).

Basis for Opinion

We conducted our audits in accordance with Philippine Standards on Auditing (PSAs). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics for Professional Accountants in the Philippines (Code of Ethics) together with the ethical requirements that are relevant to our audit of the financial statements in the Philippines, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For the matter below, our description of how our audit addressed the matter is provided in that context.

We have fulfilled the responsibilities described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report, including in relation to this matter. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the financial statements. The results of our audit procedures, including the procedures performed to address the matter below, provide the basis for our audit opinion on the accompanying financial statements.

Valuation of unquoted equity securities

The Company has an investment in the unquoted equity security of Hermosa Ecozone Development Corporation (HEDC) classified as financial assets at fair value through other comprehensive income which is carried at the estimated fair value of P=490.65 million as of December 31, 2023 comprising 73.51% of its total assets. The valuation of this investment is significant to our audit because it is inherently subjective as it involves the use of valuation inputs that are not market observable. Management also applied judgement in selecting the valuation technique and the assumptions to be used.

The Company’s disclosures about its unquoted equity investment in HEDC are included in Note 8 to the financial statements.

Audit response

We evaluated the valuation technique and assumptions used. These assumptions include comparative sales price of substitute properties and cost to develop the parcels of land. We compared the key assumptions such as relevant information supporting the sales price of similar properties and the adjustments made to the sales price against real estate industry data. We also reviewed the Company’s disclosures about those assumptions to which the outcome of the valuation is most sensitive; specifically, those that have the most significant effect on the determination of the fair value of the unquoted equity investment.

Other Information

Management is responsible for the other information. The other information comprises the information included in the SEC Form 20-IS (Definitive Information Statement), SEC Form 17-A and Annual Report for the year ended December 31, 2023, but does not include the financial statements and our auditor’s report thereon. The SEC Form 20-IS (Definitive Information Statement), SEC Form 17-A and Annual Report for the year ended December 31, 2023 are expected to be made available to us after the date of this auditor’s report.

Our opinion on the financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.

In connection with our audits of the financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audits, or otherwise appears to be materially misstated.

Responsibilities of Management and Those Charged withGovernance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with PFRSs, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for theAudit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with PSAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with PSAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

 Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

 Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

 Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

 Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

 Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

4 -

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Reporton the Supplementary Information Required Under Revenue Regulations 15-2010

The supplementary information required under Revenue Regulations NO. 15-2010 for purposes of filing with the Bureau of Internal Revenue is presented by the management of Seafront Resources Corporation in a separate schedule. Revenue Regulations No. 15-2010 requires the information to be presented in the notes to financial statements. Such information is not a required part of the basic financial statements. The information is also not required by the Revised Securities Regulation Code Rule 68. Our opinion on the basic financial statements is not affected by the presentation of the information in a separate schedule.

The engagement partner of the audit resulting in this independent auditor’s report is Ana Lea C. Bergado.

Ana Lea C. Bergado

Partner

CPA Certificate No. 80470

Tax Identification No. 102-082-670

BOA/PRC Reg. No. 0001, August 25, 2021, valid until April 15, 2024

BIR Accreditation No. 08-001998-063-2023, September 12, 2023, valid until September 11, 2026

PTR No. 10079908, January 5, 2024, Makati City

March 21, 2024

SYCIP GORRES VELAYO & CO.

ASSETS

Current Assets Cash and cash equivalents (Notes 6, 7, 8 and 14)

(Notes 8, 9 and 14)

Financial assets at fair value through profit or loss (FVTPL) [Notes 8 and 14]

Asset

assets at fair value through other comprehensive income (FVOCI) [Notes 8 and 14]

LIABILITIES AND EQUITY

Current Liability Accounts

and accrued

(Notes 13, 14 and 15)

Equity

Capital stock - P =1 par value (Note 15) Authorized - 388,000,000 shares Issued and outstanding - 163,000,000 shares

Net unrealized gains on financial assets at FVOCI (Notes 8 and 15)

See accompanying Notes to Financial Statements.

SEAFRONT RESOURCES CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME

REVENUES Interest income (Note 6)

Net gain on fair value changes on financial assets at

(Note 8)

EXPENSES AND CHARGES

General and administrative expenses (Note 11)

Net loss on fair value changes on financial assets at

(Note 8)

OTHER COMPREHENSIVE INCOME (LOSS)

Item not to be reclassified to profit or loss in subsequent periods: Net unrealized gains on financial assets at FVOCI - net of tax (Notes 8 and 14):

shares:

Unquoted shares-changes in adjusted net asset of HEDC arising from: Increase (decrease) in value of remaining real estate held for sale and

comprehensive income (loss) [Note 8]

TOTAL COMPREHENSIVE INCOME (LOSS)

See accompanying Notes to Financial Statements.

SEAFRONT RESOURCES CORPORATION STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED 2023, 2022 and 2021

See accompanying Notes to Financial Statements.

Stock (Note 15)

Unrealized Gains (Losses) on Financial Assets at FVOCI (Notes 8 and 15)

Earnings (Note 15)

SEAFRONT RESOURCES CORPORATION

STATEMENTS OF CASH FLOWS

CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax P =3,973,058 P =1,215,922 P =20,133,173

Adjustments for: Net loss (gain) on fair value changes on financial assets at FVTPL [Note 8]

(Note 9)

(Note 6)

loss before working capital changes (2,273,097) (1,600,586) (9,913,522)

Decrease (increase) in:

(4,076) (34,907) ‒

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of financial assets at FVOCI (Note 8) (1,000,000) (1,001,721) ‒Proceeds from disposal of financial assets at FVOCI (Note 8) 11,158,838 ‒ 1,004,210

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 11,674,184 (906,105) 23,174,856

CASH AND CASH EQUIVALENTS AT END OF YEAR (Note 6)

See accompanying Notes to Financial Statements.

SEAFRONT RESOURCES CORPORATION

NOTES TO FINANCIAL STATEMENTS

1. Corporate Information

Seafront Resources Corporation (the Company or SRC) was registered with the Securities and Exchange Commission (SEC) on April 16, 1970 as an oil exploration and production company. On October 18, 1996, the Company amended its Articles of Incorporation which provides for the revision of its primary purpose from engaging in the business of oil exploration and production into a holding company and to include oil exploration and production business as one of its secondary purposes. The Company’s shares of stock were listed on May 7, 1974 and are currently traded at the Philippine Stock Exchange.

The registered office address of the Company is 7th Floor, JMT Building, ADB Avenue, Ortigas Center, Pasig City.

The accompanying financial statements were approved and authorized for issue by the Board of Directors (BOD) on March 21, 2024.

2. Basis of Preparation

Basis of Preparation

The accompanying financial statements of the Company have been prepared under the historical cost basis, except for the financial assets at fair value through profit or loss (FVTPL) and financial assets at fair value through other comprehensive income (FVOCI), which havebeen measured at fair value. The Company’s financial statements are presented in Philippine Peso (P=), which is also the Company’s functional and presentation currency.

The Company has investment in trust funds. The transactions and balances of the Company’s trust funds (see Note 7) are consolidated on a line by line basis with the Company. The trust fund reports are prepared for the same reporting year as the Company, using consistent accounting policies in accordance with Philippine Financial Reporting Standards (PFRSs).

Statement of Compliance

The financial statements of the Company have been prepared in accordance with PFRSs. The term PFRSs, in general, include all applicable PFRSs, Philippine Accounting Standards (PASs) and Interpretations issued by the Standing Interpretations Committee, the Philippine Interpretations Committee (PIC) and the International Financial Reporting Interpretations Committee (IFRIC), which have been approved by the Philippine Financial Reporting Standards Council (FRSC) and adopted by the Philippine SEC.

3. Changes in Accounting Policies and Disclosures

The accounting policies adopted are consistent with those of the previous financial year, except that the Company adopted the following new standards effective in 2023. The adoption of these new standards did not have an impact on the financial statements of the Company.

 Amendments to PAS 1 and PFRS Practice Statement 2, Disclosure of Accounting Policies

 Amendments to PAS 8, Definition of Accounting Estimates

 Amendments to PAS 12, Deferred Tax related to Assets and Liabilities arising from a Single Transaction

- 2 -

Standards Issued but not yet Effective

Pronouncements issued but not yet effective are listed below. The Company does not expect that the future adoption of the said pronouncements will have a significant impact on its financial statements. The Company intends to adopt the following pronouncements when they become effective.

Effective beginning on or after January 1, 2024

 Amendments to PAS 1, Classification of Liabilities as Current or Non-current

 Amendments to PFRS 16, Lease Liability in a Sale and Leaseback

 Amendments to PAS 7 and PFRS 7, Disclosures: Supplier Finance Arrangements

Effective beginning on or after January 1, 2025

 PFRS 17, Insurance Contracts

 Amendments to PAS 21, Lack of exchangeability

Deferred effectivity

 Amendments to PFRS 10, Consolidated Financial Statements, and PAS 28, Sale or Contribution of Assets between an Investor and its Associate or Joint Venture

4. Summary of Material AccountingPolicies

Financial Instruments

Initial recognition and subsequent measurement

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

Financial assets - Initial recognition and measurement

Financial assets are classified, at initial recognition, as subsequently measured at amortized cost; FVOCI; and FVTPL.

The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics andtheCompany’sbusinessmodel formanagingthem. TheCompanyinitially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs.

In order for a financial asset to be classified and measured at amortized cost or fair value through OCI, it needs to give rise to cash flow that are ‘solely payments of principal and interest (SPPI)’ on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level.

The Company’s business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both.

Subsequent measurement

For purposes of subsequent measurement, financial assets are classified in four categories:

 Financial assets at amortized cost (debt instruments)

 Financial assets at FVOCI with recycling of cumulative gains and losses (debt instruments)

 Financial assets designated at FVOCI with no recycling of cumulative gains and losses upon derecognition (equity instruments)

 Financial assets at FVTPL

Financial assets at amortized cost (debt instruments)

The Company measures financial assets at amortized cost if both of the following conditions are met:

 The financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash flows; and

 The contractual terms of the financial asset give rise onspecified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Financial assets at amortized cost are subsequently measured using the effective interest (EIR) method and are subject to impairment. Gains and losses are recognized in profit or loss when the asset is derecognized, modified or impaired.

The Company’s financial assets at amortized cost includes cash and cash equivalents and receivables.

Financial assets at FVTPL

Financial assets at fair value through profit or loss include financial assets held for trading, financial assets designated upon initial recognition at fair value through profit or loss, or financial assets mandatorily required to be measured at fair value. Financial assets are classified as held for trading if they are acquired for the purpose of selling or repurchasing in the near term. Derivatives, including separated embedded derivatives, are also classified as held for trading unless they are designated as effective hedginginstruments. Financial assetswith cash flowsthatare not solelypaymentsofprincipal and interest are classified and measured at fair value through profit or loss, irrespective of the business model. Notwithstanding the criteria for debt instruments to be classified at amortized cost or at fair value through OCI, as described above, debt instruments may be designated as at FVTPL on initial recognition if doing so eliminates, or significantly reduces, an accounting mismatch.

FinancialassetsatFVTPL arecarriedinthestatementoffinancialpositionatfairvaluewithnetchanges in fair value recognized in profit or loss.

This category includes derivative instruments and quoted equity investments which the Company had not irrevocably elected to classify at fair value through OCI. Dividends on quoted equity investments are also recognized as other income in profit or loss when the right of payment has been established.

The Company’s financial assets at FVTPL consists of investments in quoted equity securities held for trading.

Financial assets designated at FVOCI (equity instruments)

Upon initial recognition, the Company can elect to classify irrevocably its equity investments as equity instruments designated at FVOCI when they meet the definition of equity under PAS 32 and are not held for trading. The classification is determined on an instrument-by-instrument basis.

Gains and losses on these financial assets are never recycled to profit or loss. Dividends are recognized as other income in profit or loss when the right of payment has been established, except when the Company benefits from such proceeds as a recovery of part of the cost of the financial asset, in which case, such gains are recorded in OCI. Equity instruments designated at FVOCI are not subject to impairment assessment.

The Company’s financial assets at FVOCI include quoted and unquoted equity securities and quoted government securities.

Impairment of financial assets

The Company recognizes an allowance for ECLs for all debt instruments not held at FVTPL. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Company expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.

ECLs are recognized in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).

The Company may consider a financial asset to be in default when internal or external information indicates that the Company is unlikely to receive the outstanding contractual amounts in full before taking into accountany credit enhancements heldbytheCompany. A financial assetis written off when there is no reasonable expectation of recovering the contractual cash flows.

Financial liabilities - Initial recognition and measurement

The Company’s financial liabilities consist of payables and accrued expenses classified, at initial recognition, as loans and borrowings recognized at fair value.

After initial recognition, interest-bearing loansand borrowings are subsequentlymeasured at amortized cost using the EIR method.

Derecognition of financial assets and financial liabilities

Financial assets

A financial asset (or where applicable, a part of a financial asset or part of a group of similar financial assets) is derecognized when:

 the rights to receive cash flows from the asset have expired;

 the Company retains the rights to receive cash flows from the asset, but has assumed an obligation to pay them in full without material delay to a third party under a “pass-through” arrangement; or

 the Company has transferred its right to receive cash flows from the asset and either (a) has transferred substantially all the risks and rewards of the asset, or (b) has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

Financial liabilities

A financial liability is derecognized when the obligation under the liability is discharged, cancelled or has expired.

Fair Value Measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

 In the principal market for the asset or liability, or

 In the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible to by the Company. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

 Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities

 Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable

 Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

For assets and liabilities that are recognized in the financial statements on a recurring basis, the Company determines whether transfers have occurred between Levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

Capital Stock

Capital stock is measured at par value for all shares issued. Incremental costs incurred directly attributable to the issuance of new shares are shown in equity as a deduction from proceeds, net of tax. When the Company purchases its own capital stock (treasury shares), the consideration paid, including any attributable incremental costs, is deducted from equity until the shares are cancelled, reissued or disposed of. Where such shares are subsequently sold or reissued, any consideration received, net of any directly attributable incremental transaction costs and the related tax effects is included in equity.

Retained Earnings

Retained earnings represent accumulated earnings of the Company less dividends declared and with consideration of any changes in accounting policies and other adjustments applied retroactively. The retained earnings of the Company are available for dividends only upon approval and declaration of the BOD.

Earnings Per Share (EPS)

Basic earnings per share are computed on the basis of the weighted average number of shares outstanding duringtheyearaftergiving retroactiveeffect foranystockdividendsdeclaredin thecurrent year.

Revenue Recognition

Interest income

Interest income is recognized as the interest accrues taking into account the effective yield on the asset.

Dividend income

Dividend income is recognized when the Company’s right to receive the payment is established, which is generally when the BOD approves the dividend declaration.

Rental income

Rental income under non-cancellable leases is recognized in the statement of comprehensive income on a straight-line basis over the lease terms, as provided under the terms of the lease contract.

Management income

Management income from contacts with customers is recognized when control of the services is transferred to the customer at an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods. The Company has concluded that it is the principal in its revenue arrangement since it is the primary obligor in all revenue arrangements, has pricing latitude and is also exposed to credit risk. Management incomeis recognized over time, using an input method to measure progress towards complete satisfaction of the service, because the customer simultaneously receives and consumes the benefits provided by the Company.

General and Administrative Expenses

Expenses are recorded when incurred. General and administrative expenses constitute costs of administering the business.

Income Tax

Current tax

Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantially enacted by the reporting date.

Deferred tax

Deferred tax is provided on all temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized for all deductible temporary differences, carryforward of unused tax credits from excess minimum corporate income tax (MCIT) over regular corporate income tax and unused net operating loss carryover (NOLCO), to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carryforward of unused tax credits from excess MCIT and unexpired NOLCO can be utilized.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are reassessed at each reporting date and are recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantially enacted at the reporting date.

Events After the Reporting Date

Post year-end events up to the date of auditors’ report that provide additional information about the Company’s situation at the reporting date (adjusting events) are reflected in the financial statements, if any. Post year-end events that are not adjusting events are disclosed in the notes when material.

5. Significant Accounting Judgments, Estimates and Assumptions

The preparation of the accompanying financial statements requires management to make judgments, estimates and assumptions that affect amounts reported in the financial statements and related notes. The judgments, estimates and assumptions used in the financial statements are based upon management’s evaluation of relevant facts and circumstances as of the date of the Company’s financial statements. Actual results could differ from such estimates.

Judgments and estimates are contractually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Judgments

In the process of applying the Company’s accounting policies, management has made the following judgments, apart fromthoseinvolvingestimations, which hasthemost significant effect ontheamounts recognized in the financial statements:

Recognition of deferred tax assets

The Company’s deferred tax assets pertain to the carryforward benefits of NOLCO and excess MCIT over RCIT. Judgmentis required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and level of future taxable profits together with future tax planning strategies.

The Company did not recognize deferred tax assets amounting to P=3.79 million and P=3.22 million as of December 31, 2023 and 2022, respectively (see Note 12). Management believes that it may not be probable that sufficient taxable income will be available against which the income tax benefits can be realized prior to their expiration.

Estimates and Assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the statements of financial position date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

Estimation of fair value of unquoted equity securities classified as financial assets at FVOCI

The Company uses its judgment to select the most appropriate valuation methodology to value its unquotedequityinvestmentsandmakeassumptionsthataremainly basedonmarket conditionsexisting at each reporting period. As of December31, 2023 and 2022, theCompany valued the unquoted equity securities classified as financial assets at FVOCI using the adjusted net asset method which is a combination of the market and income approaches. It involves directly measuring the fair value of the assets and liabilities of the investee company, as mainly determined by the Company’s external appraiser. Assets of the investee company consist mainly of parcels of land for sale which is adjusted to its fair value. The fair value adjustments arising from changes in fair value of unquoted equity securities are fully disclosed in Note 8.

6. Cash and Cash Equivalents

- 8 -

Cash in banks earn interest at the prevailing bank deposit rates. Cash equivalents are short-term investments that are made for varying periods of up to three months depending on the immediate cash requirements of the Company and earn interest at the prevailing short-term placement rates.

Interest income earned on cash in banks and cash equivalents amounted to P=4.27 million, P =1.68 million and P =0.67 million in 2023, 2022 and 2021, respectively.

7. Investment in Trust Funds

The Company established trust funds (the Trust) which are being administered by a local bank under two trust agreements. The details of the trust funds based on the financial statements issued by the trustee bank as of December 31 are as follows:

and cash equivalents (Note 6)

(Note 8)

The assets, liabilities and performance of the fund are consolidated in the applicable accounts of the Company for financial statement presentation purposes.

8. Financial Assets

The Company’s financial assets are summarized by measurement categories as follows:

and cash equivalents (Note 6)

(Note 9) 1,854,420 1,065,871

assets at FVTPL (Note 7)

36,828,021

assets at FVOCI (Note 14) 514,706,416 540,609,468

Financial Assets at FVTPL

Details of financial assets at FVTPL consisting of quoted equity securities follow:

2023 2022

The net gain on fair value changes on financial assets at FVTPL amounted to P=1.28 million and P =0.72 million for the years ended December31, 2023 and2022, whilethe net loss onfair value changes on financial assets at FVTPL amounted to P=2.29 million for the year ended December 31, 2021.

The movements in financial assets at FVTPL for the years ended December 31 are as follows:

2023 2022

Financial Assets at FVOCI

Financial assets atFVOCIconsistof quoted andunquoted shares ofstockheldforlong-terminvestment purposes and are carried at fair value. The carrying values of these investments are as follows:

2023 2022

Quoted equity securities: PetroEnergy Resources Corporation (PERC) (Note 14)

14)

Unquoted equity security: Hermosa Ecozone Development Corporation (HEDC) (Note 14)

(Note 7 and 14)

The movements in financial assets at FVOCI for the years ended December 31 are as follows:

2023

of

Movements in the net unrealized gains on financial assets at FVOCI in equity are as follows:

Balance at beginning of year P=361,525,568 P =273,064,232

Unrealized gain (loss) recognized in other comprehensive income (13,148,096) 88,461,336

Cumulative gain on disposed financial asset transferred to retained earnings (11,083,610) ‒

Investment in HEDC

On January 31, 1997, the Company entered into a Project Shareholders’ Agreement with five other companies led by Investment and Capital Corporation of the Philippines (ICCP) and Penta Capital Investment Corporation (PCIC) to develop 500 to 600 hectares of raw land in Hermosa, Bataan into a new township consisting of industrial estates, residential communities, a golf and country club and a commercial center.

The fair value of investment in HEDC is determined using the adjusted net asset value method wherein the assets of HEDC consisting mainly of parcels of land are adjusted from cost to its fair value. The valuation of the parcels of land was performed by a SEC-accredited independent valuer as at December 31, 2023 and 2022. This measurement falls under Level 3 in the fair value hierarchy.

Fair value measurement disclosures for the determination of fair value of unquoted equity securities are provided in Note 14.

9. Receivables

10. Other Income

Management income pertains to accounting, legal and administrative services rendered by the Company to HEDC (see Note 13).

Rental income pertains to rentals earned from the two (2) parking slots owned by the Company which are classified as investment property. As of December 31, 2023 and 2022, the cost of the fully depreciated parking slots amounted to P=207,598.

The fair value of the investment property ranges from P=800,000 to P=1,000,000 per slot as of December 31, 2023 and 2022, respectively. This has been determined on the basis of recent sales of similar properties in the same area as the investment property and taking into account the economic conditions prevailing at the time the valuation was made. The significant unobservable inputs used in determining the fair value include the location, size, shape, and highest and best use (Level 3 - Significant unobservable inputs). There are no related costs for the operation of the investment property.

11. General and Administrative Expenses

13)

Plug and abandonment cost pertains to the Company’s share in the plug and abandonment of Service Contract 14 of Tara South Well 1 (the Tara South Well 1). As discussed in Note 1, the Company was registered with SEC in 1970 as an oil exploration and production company. The Company invested in various oil exploration projects, including the Tara South Well 1. The Tara South Well 1 operated, generated revenues and was permanently plugged and abandoned. As stated in the service contract of Tara South Well 1, the Company, being a member of the consortium is liable for its share in its plug and abandonment. In 2021, the Company received the final billing of said share.

Miscellaneous expenses consist of condominium dues, office supplies, bank charges, notarial fees, IT services, among others.

12. Income Taxes

a. The current provision for income tax for the years ended December 31, 2023, 2022 and 2021 represents MCIT.

On June 20, 2023, the Bureau of Internal Revenue issued Revenue Memorandum Circular (RMC) No. 69-2023 reverting the MCIT rate to 2% of gross income effective July 1, 2023 pursuant to Republic Act (RA) No. 11534, otherwise known as the “Corporate Recovery and Tax Incentives for Enterprises (CREATE)” Act. MCIT rate was previously reduced from 2% to 1% effectively July 1, 2020 to June 30, 2023 upon the effectivity of CREATE Act in 2021.

Consequently, the Company recognized MCIT using the effective rate of 1.5% in 2023 in accordance with RMC 69-2023.

b. As of December31, 2023and 2022, theCompanyhas the followingunexpired MCIT and NOLCO.

The details of unexpired MCIT and NOLCO are as follows:

2023

31, 2026 and 2024, for NOLCO and MCIT, respectively

2022

December 31, 2026 and 2024, for NOLCO and MCIT, respectively

31, 2025 and 2023, for NOLCO and MCIT, respectively

The Company has incurred NOLCO in taxable years 2020 and 2021 which can be claimed as deduction from the regular taxable income for the next five (5) consecutive taxable years pursuant to the Bayanihan to Recover As One Act.

Rollforward of NOLCO follows: 2023

Rollforward of MCIT follows:

The Company did not recognize deferred tax assets on the carryforward benefits on the above NOLCO and excess MCIT over RCIT, totaling P=3.79 million and P=3.22 million as of December 31, 2023 and 2022, respectively, as management assessed that there will be no future available taxable income against which the deferred tax assets can be utilized prior to their expiration.

c. As of December 31, 2023 and 2022, the Company recognized deferred tax liability amounting to P =58.59 million and P=61.19 million, respectively, which pertains to the setup of 15% deferred tax on unrealized gains on unquoted shares of stock classified as financial assets at FVOCI.

d. The reconciliation of the income tax computed at the statutory tax rate to the provision for income tax as shown in the statements of comprehensive income follows:

Add (deduct) reconciling items: Movement in unrecognized

Interest income subjected to

Net loss (gain) on fair value changes on financial

13. Related Party Transactions

Related party relationship exists when one party hastheability to control, directly, orindirectly through one or more intermediaries, the other party or exercise significant influence over the other party in making financial and operating decisions. Such relationship also exists between and/or among entities, which are under common control with the reporting enterprises and its key management personnel, directors, or its shareholders. In considering each related party relationship, attention is directed to the substance of the relationship, and not merely the legal form.

The Company in its regular conduct of business has entered into the following transactions with related parties consisting of reimbursement of expenses and management and accounting services agreements.

The Company’s financial statements include the following amounts resulting from transactions with related parties: 2023

as part of accounts

and

* included as part of accounts payable and accrued expenses

The Company has no employee and PERC provides administrative support to the Company.

On April 1, 2022, the Company entered into a management agreement with PERC. Under the said agreement, PERC provides the Company management and technical services including compliance, administration and supervision of operations, finance, accounting, and treasury, and general services. The agreement took effect on the date of execution of the management agreement and may be terminated by either party upon 30 days of prior written notice. The Company pays a monthly service fee amounting to P =35,000, exclusive of VAT. Furthermore, PERC also charges direct costs as an incidence of the performance of services such as rent of office space and other office-related costs. Therefore, no compensation and short-term benefits for key management personnel were charged in profit or loss for the years ended December 31, 2023, 2022 and 2021.

Terms and conditions of transactions with related parties

Outstanding balances at year-end are to be settled in cash. There have been no guarantees provided or received for any related party receivables or payables.

14. Financial Instruments

Categories and Fair Values of Financial Instruments

The methods and assumptions used by the Company in estimating the fair values of the financial instruments are:

Cash and cash equivalents and receivables

Due to the short-term nature of the instruments, carrying amounts approximate fair values as of the reporting date.

Government securities

Fairvaluesaregenerallybasedonquotedmarket pricesatreportingdate. Thisis underLevel 1category of the fair value hierarchy.

Equity securities

For quoted equity securities, fair values are based on published quoted prices. This is under Level 1 category of the fair value hierarchy.

For unquoted equity securities, fair values are determined using the adjusted net asset value method which involves directly measuring the fair value of the assets and liabilities of the investee company. This measurement falls under Level 3 in the fair value hierarchy.

Accounts payable and accrued expenses

Carrying values approximate fair values due to their short-term nature.

Description

of

significant unobservable inputs to valuation:

The significant unobservable inputs used in the fair value measurement categorized within Level 3 of the fair value hierarchy together with a quantitative sensitivity analysis as at December 31, 2023 and 2022 are shown below:

Valuation technique Significant unobservable

Unquoted equity shares at FVOCI

The appraised value of the land was determined using the market approach which is a valuation technique that uses prices and other relevant information generated by market transactions involving identical or comparable assets. Adjustment factors arising from external and internal factors (i.e. location, size/shape/terrain, and development) affecting the subject properties as compared to the market listing of comparable properties ranges from -20% to -12% in 2023 and from -20% to -10% in 2022. Significant favorable (unfavorable) adjustments to the aforementioned factors based on the professional judgment of the independent appraisers would increase (decrease) the fair value of land, in return the fair value of the unquoted financial asset.

Financial Risk Management Objectives and Policies

The Company’s financial instruments comprise cash and cash equivalents, receivables, financial assets and accounts payable and accrued expenses. The mainpurpose of these financial instruments is to fund its own operations and capital expenditures. The BOD reviews and approves policies for managing these risks. Also, the Audit Committee of the BOD meets regularly and exercises oversight role in managing these risks.

Financial Risks

The main financial risks arising from the Company’s financial instruments are market risk and credit risk.

The tables below summarize the maturity profile of the Company’s financial assets and liabilities as of December 31, 2023 and 2022 based on contractual undiscounted payments.

2023

Market risk

Market risk is the risk of loss on future earnings, on fair values or on future cash flows that may result from changes in market prices. The value of a financial instrument may change as a result of changes in interest rates, foreign currency exchanges rates, commodity prices, equity prices and other market changes. The Company’s market risk emanates from its holdings in debt and equity securities.

The Company closely monitors the prices of its debt and equity securities as well as macroeconomic and entity-specific factors which could directly or indirectly affect the prices of these instruments. In case of an expected decline in its portfolio of equity securities, the Company readily disposes or trades the securities for replacement with more viable and less risky investments.

The analysis below is performed for reasonably possible change in the market price of quoted shares classified as financial assets at FVTPL, with all other variables held constant, showing the impact on income before tax:

The table below demonstrates the sensitivity to a reasonably possible change in the market price of quoted shares classified as financial assets at FVOCI, with all other variables held constant, showing the impact on equity:

The percentage of increase and decrease in market price is based on the movement in the Philippine Stock Exchange Index from beginning to end of the year.

Credit risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. With respect to credit risk arising from cash and cash equivalents, receivables, financial assets at FVTPL and financial assets at FVOCI, the Company’s exposure to credit risk is equal to the carrying amount of these instruments. The Company limits its credit risk on these assets by dealing only with reputable counterparties.

For cash and cash equivalents and quoted government securities, the Company applies the low credit risksimplification wheretheCompanymeasurestheECLsona12-monthbasisbasedontheprobability of default and loss given default which are publicly available. The Company also evaluates the credit rating of the bank and other financial institutions to determine whether the debt instrument has significantly increased in credit risk and to estimate ECLs.

The Company considers its cash and cash equivalents and quoted government securities as high grade since these are placed in financial institutions of high credit standing. Accordingly, ECLs relating to these debt instruments rounds to nil.

The Company’s receivables are aged current as of December 31, 2023 and 2022. No receivables are considered credit-impaired.

As of December 31, 2023 and 2022, the carrying values of the Company’s financial instruments represent maximum exposure as of reporting date.

The table below shows the comparative summary of maximum credit risk exposures on financial instruments as of December 31, 2023 and 2022:

The following tables show financial instruments recognized at fair value as of December 31, 2023 and 2022, analyzed between those whose fair values are based on:

1. quoted prices in active markets for identical assets or liabilities (Level 1);

2. those involving inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly (Level 2); and

3. those with inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3).

There were no transfers between Level 1 and Level 2 fair value measurements and no transfers into and out of Level 3 fair value measurements in 2023 and 2022.

15. Capital Management

The primary objective of the Company’s capital management is to ensure that it maintains a strong creditrating andhealthy capitalratiosinorderto supportitsbusinessandmaximizeshareholders’value.

The Companymanages its capital structureandmakesadjustmentsto it,in light ofchanges in economic conditions. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders or issue new shares.

The Company monitors capital using a debt-to-equity ratio, which is total debt divided by total equity. The Company includes within total debt the following: accounts payable and accrued expenses. Total equity includes capital stock, net unrealized gains on financial assets at FVOCI and retained earnings.

The Company has no externally imposed capital requirements as of December 31, 2023 and 2022.

The table below demonstrates the debt-to-equity ratios of the Company as of December 31, 2023 and 2022:

There were no changes in the objectives, policies or processes for the years ended December 31, 2023 and 2022.

The Company has declarable dividends amounting to P=103.64 million as of December 31, 2023.

The Company’s track record of capital stock is as follows:

Listing date - May 7, 1974

(Forward)

16. Basic and Diluted EarningsPer Share

The computations of the Company’s basic earnings per share are as follows:

The Company has no potentially dilutive common stock in 2023, 2022 and 2021.

INDEPENDENT AUDITOR’S REPORT ON SUPPLEMENTARY SCHEDULES

The Board of Directors and Stockholders

Seafront Resources Corporation

7th Floor, JMT Building, ADB Avenue Ortigas Center, Pasig City

We have audited in accordance with Philippine Standards on Auditing, the financial statements of Seafront Resources Corporation as at December 31, 2023 and 2022 and for each of the three years in the period ended December 31, 2023, included in this Form 17-A and have issued our report thereon dated March 21, 2024. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The schedules listed in the Index to Financial Statements and Supplementary Schedules are the responsibility of the Company’s management. These schedules are presented for purposes of complying with the Revised Securities Regulation Code Rule 68 and are not part of the basic financial statements. These schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, fairly state, in all material respects, the information required to be set forth therein in relation to the basic financial statements taken as a whole.

SYCIP GORRES VELAYO & CO.

Ana Lea C. Bergado Partner

CPA Certificate No. 80470

Tax Identification No. 102-082-670

BOA/PRC Reg. No. 0001, August 25, 2021, valid until April 15, 2024

BIR Accreditation No. 08-001998-063-2023, September 12, 2023, valid until September 11, 2026

PTR No. 10079908, January 5, 2024, Makati City

March 21, 2024

SyCip Gorres Velayo & Co. 6760 Ayala Avenue 1226 Makati

Tel: (632) 8891 0307

Fax: (632) 8819 0872 ey.com/ph

INDEPENDENT AUDITOR’S REPORT ON COMPONENTS OF FINANCIAL SOUNDNESS INDICATORS

The Board of Directors and Stockholders

Seafront Resources Corporation

7th Floor, JMT Building, ADB Avenue

Ortigas Center, Pasig City

We have audited in accordance with Philippine Standards on Auditing, the financial statements of Seafront Resources Corporation (the Company) as at December 31, 2023 and 2022 and for each of the three years in the period ended December 31, 2023, and have issued our report thereon dated March 21, 2024. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The Supplementary Schedule on Financial Soundness Indicators, including their definitions, formulas, calculation, and their appropriateness or usefulness to the intended users, are the responsibility of the Company’s management. These financial soundness indicators are not measures of operating performance defined by Philippine Financial Reporting Standards (PFRSs) and may not be comparable to similarly titled measures presented by other companies. This schedule is presented for the purpose of complying with the Revised Securities Regulation Code Rule 68 issued by the Securities and Exchange Commission and is not a required part of the basic financial statements prepared in accordance with PFRSs. The components of these financial soundness indicators have been traced to the Company’s financial statements as at December 31, 2023 and 2022 and for each of the three years in the period ended December 31, 2023 and no material exceptions were noted.

Ana Lea C. Bergado

Partner

CPA Certificate No. 80470

Tax Identification No. 102-082-670

BOA/PRC Reg. No. 0001, August 25, 2021, valid until April 15, 2024

BIR Accreditation No. 08-001998-063-2023, September 12, 2023, valid until September 11, 2026

PTR No. 10079908, January 5, 2024, Makati City

March 21, 2024

SYCIP GORRES VELAYO & CO.

SEAFRONT RESOURCES CORPORATION

SUPPLEMENTARY INFORMATION AND DISCLOSURES REQUIRED ON REVISED SRC RULE NO. 68

DECEMBER 31, 2023

PhilippineSecuritiesandExchangeCommission(SEC)issuedtheRevisedSecuritiesRegulationCodeRule No. 68 (Revised SRCRule No. 68) which consolidates the two separate rules and labeled in the amendment as “Part I” and “Part II”, respectively. It also prescribed the additional information and schedule requirements for issuers of securities to the public.

Below are the additional informationand schedules required by Revised SRCRule No. 68, that are relevant to the Company. This information is presented for purposes of filing with the SEC and is not required part of the basic financial statements.

Schedule A. Financial Assets

Below is the detailed schedule of the Company’s financial assets as of December 31, 2023:

Name of IssuingEntityandAssociation of Each Issue

Financial

at FVTPL Equity

Number of Shares or Principal Amount of Bonds and Notes

Amount Shown in the

Name of Issuing Entity and Association of Each Issue

Financial assets at FVTOCI

Number of Shares or Principal Amount of Bonds and Notes

Amount Shown in the

Quoted:

Unquoted:

Thefairvalueforfinancialinstruments tradedinactivemarkets atthereportingdateis basedontheirquoted market price without any deduction for transaction costs. For securities in which current bid and asking prices are not available, the price of the most recent transaction provides evidence of the current fair value as long as there has not been a significant change in economic circumstances since the time of the transaction.

For unquoted financial securities, the Company uses its judgment to select the most appropriate valuation methodology to value its unquoted equity investments and make assumptions that are mainly based on market conditions existing at each reporting period. It involves directly measuring the fair value of the assets and liabilities of the investee company, as mainly determined by the Company’s external appraiser. Assets of the investee company consist mainly of parcels of land for sale which is adjusted to its fair value.

Schedule B. Amounts Receivable from Directors, Officers, Employees, Related Parties and Principal Stockholders (Other than Related Parties)

The Company has no outstanding receivables from its directors, officers, employees and principal stockholders as of December 31, 2023.

Schedule C. Amounts Receivable from/Payable to Related Parties which are Eliminated during the Consolidation of Financial Statements

Not applicable.

Schedule D. Long-term Debt

The Company has no outstanding long-term debt as of December 31, 2023.

Schedule E. Indebtedness to Related Parties (Long Term Loans from Related Companies)

The Company has no long-term indebtedness to related parties as of December 31, 2023.

Schedule F. Guarantees of Securities of Other Issuers

The Company does not have guarantees of securities of other issuers as of December 31, 2023.

Schedule G. Capital Stock

Title of issue

Number of shares authorized

Number of shares issued and outstanding as shown under related balance sheet caption

Number of Shares reserved for options, warrants, conversion and other rights

Number of shares held by related parties Directors, officers and employees

SEAFRONT RESOURCES CORPORATION

SCHEDULE OF FINANCIAL SOUNDNESS INDICATORS

AS OF DECEMBER 31, 2023AND 2022

Financial Soundness Indicators

Below are the financial ratios that are relevant to the Company for the years ended December 31, 2023 and 2022:

*Earnings before interest, taxes, depreciation and amortization (EBITDA)

SEAFRONT RESOURCES CORPORATION

SCHEDULE OF RECONCILIATION OF RETAINED EARNINGS AVAILABLE FOR DIVIDEND DECLARATION

DECEMBER 31, 2023

The table below presents the retained earnings available for dividend declaration as of December 31, 2023:

Unappropriated retained earnings, as adjusted to available for dividend distribution, beginning P=100,947,670

Net income during the period closed to retained earnings 3,966,998

Add: Non-actual/unrealized income net of tax

Fair value loss adjustments (market-to-market)

Less: Non-actual/unrealized income net of tax

Fair value gain adjustments (mark-to-market) 1,279,003

Impairment loss on financial assets at fair value through other comprehensive income

Netincome earned during theyear 2,687,995

Less: Dividend declarations during the year ‒

Total unappropriated retained earnings available for dividend declaration as of December 31, 2023 P=103,635,665

SEAFRONT RESOURCES CORPORATION

MAP OF RELATIONSHIPS OF THE COMPANIES WITHIN THE GROUP

Group Structure

All existing stockholders as of December 31, 2023 neither constitute control nor significant influence over the Company. Also, the Company’s investments neither constitute control nor significant influence.

SEAFRONT RESOURCES CORPORATION

INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY SCHEDULES

SEC FORM 17-A

FINANCIAL STATEMENTS

Statement of Management’s Responsibility for Financial Statements

Report of Independent Auditors’ Report

Statements of Financial Position as at December 31, 2023 and 2022

Statements of Comprehensive Income for the years ended December 31, 2023, 2022 and 2021

Statements of Changes in Equity for the years ended December 31, 2023, 2022 and 2021

Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021

Notes to Financial Statements

SUPPLEMENTARY SCHEDULES

Report of Independent Auditors’ on Supplementary Schedules

Schedules Required under SRC Rule 68-E

A. Financial Assets

B. Amounts Receivable from Directors,Officers, Employees, RelatedParties, andPrincipalStockholders (Other than Related Parties)

C. Amounts Receivable from Related Parties which are Eliminated during the Consolidation of Financial Statements

D. Long-term Debt

E. Indebtedness to Related Parties

F. Guarantees of Securities of Other Issuers

G. Capital Stock

Additional Components

Schedule of Financial Soundness Indicators

Reconciliation of Retained Earnings Available for Dividend Declaration

Map of Relationship of the Companies within the Group

Annex A to the SEC Form 17-A:

SRC Sustainability Report

Contextual Information

Company Details

Name of Organization

Location of Headquarters

Seafront Resources Corporation (SPM or SRC)

7F, JMT Building, ADB Avenue, Ortigas Center, Pasig City

Location of Operations Pasig City, Metro Manila; Bataan, Philippines

Report Boundary: Legal entities (e.g. subsidiaries) included in this report*

Business Model, including Primary Activities, Brands, Products, and Services

Reporting Period

Highest Ranking Person responsible for this report

Materiality Process

This report mainly covers SRC’s business as a Holding Company and its investment in Hermosa Ecozone Development Corporation (HEDC).

SRC, as a holding company, owns investments in shares of stocks of HEDC and in various shares of stocks of companies listed in the Philippine Stock Exchange. These investments represent 82.83% of the total Assets of the Company.

January 1 to December 31, 2023

Milagros V. Reyes - President

Explain how you applied the materiality principle (or the materiality process) in identifying your material topics

As a holding Company, SRC has very minimal operations. Its sustainability focus was to ensure that its investment in capital market and business venture would yield optimum values for its shareholders. For this report, the material topics that were identified were those relating to economic impact and how the Company mitigates risks and recognizes opportunities.

In succeeding Sustainability Reports, the following additional steps will be employed to identify other material topics:

a) Identification – this involves discussion on sustainability issues and how the Company can focus its efforts on crafting its sustainability agenda;

b) Prioritization – this entails determination and prioritization of the material topics based on the relevance and degree of impact to business’ operations; and

c) Validation – this pertains to the process of gathered pertinent data to further deliberate on the topic and validate results.

ECONOMIC

Economic Performance

Direct Economic Value Generated and Distributed

* Direct economic value generated (revenue) and operating costs includes SRC’s revenues and operating costs from its investments in capital markets and in Hermosa Ecozone Development Corporation (HEDC).

Direct Economic Value Discussion on Impact, Risks, and Management Approach

Seafront Resources Corporation (SPM or SRC) was registered with the Securities and Exchange Commission (SEC) on April 16, 1970 as an oil exploration and production company. On October 18, 1996, the Company amended its Articles of Incorporation which provides for the revision of its primary purpose from engaging in the business of oil exploration and production into a holding company.

On January 31, 1997, the Company entered into aProject Shareholders’ Agreement with fiveother companies led by Investment and Capital Corporation of the Philippines and Penta Capital Investment Corporation to develop 500 to 600 hectares of raw land in Hermosa, Bataan (through Hermosa Ecozone Development Corporation or HEDC) into a new township consisting of industrial estates, residential communities, a golf and country club and a commercial center. SRC holds 11.33% shares interest in HEDC.

HEDC started its land development in 2002 and has developed a total of 163 hectares in the industrial area. The remaining 368 hectares are allocated for leisure area. Initial sale of lotwas atPhp1,400/sqm in 2007.Sales started to pick up from 2017 to 2023. From 2017 to 2023, HEDC sold a total of 1,034,104 sqm of lots for a gross revenue of Php3.691 billion.

HEDC has already declared and paid a total of Php1.049 million of dividends, wherein SRC received its share in the amount of Php119 million.

For 2023, the direct economic value contributed by SRC amounted toPhp 6.64millioncomposedof costs from operation and taxes to government.

SRC’s management and administration are done by its affiliate Company, PetroEnergy Resources Corporation (PERC).PERCoverseesthefinancial,treasury,legal,andadministrativefunctionsofSRC.Asaholdingcompany, SRC has very minimal to no environmental and social impact. However, its generated economic value, which include taxes paid to government, indirectly contributes to social development projects of host local government units where it operates.

SRC recognizes the following risks and implements several management approaches to mitigate the identified risks.

(1) Political, Economic, and Legal Risks in the Philippines

As an emerging market, the Philippines is exposed to various political and economic risks that may affect the Company. Over the years, the country was met with political instability brought by mass demonstrations, military coup, and election-related issues. These scenarios undeniably affect the Philippine economy resulting in negative impact such as decline in Peso, higher interest rates , increased

unemployment, greater volatility and lower value of stock market, lower credit rating of the country, and the reduction of the country’s foreign currency reserves. Any negative impact may also pose a negative effect to SRC’s financial performance.

(2) Equity Partnership Risk

The Company entered into a Project Shareholder’s Agreement with five other companies led by Investment and Capital Corporation of the Philippines and Penta Capital Investment Corporation to develop 500-600 hectares of raw land in Hermosa, Bataan into a township consisting of industrial estates, residential communities, a golf and country club and a commercial center. This situation may involve special risks associated with the possibility that the equity partner (i) may have economic or business interests or goals that are inconsistent with those of the Company; (ii) take actions contrary to the interests of the Company; (iii) be unable or unwilling to fulfill its obligations under the Project Shareholder’s Agreement; or (iv)experience financial difficulties. These conflicts may adversely affect the Company’s operations.

(3) Financial Risk

The main financial risks arising from the Company’s financial instruments are liquidity risk, market risk and interest rate risk

Liquidity risk is the risk that the Company is unable to meet its financial obligation when due. The Company has substantial investments in shares of stock which are not listed in the Philippine Stock Exchange and may not be readily convertible to liquid assets necessary to meet any potential additional liquidity requirements of the Company.

Market risk is the risk of loss onfuture earnings, on fair values oron future cash flows that may result from changes inmarket prices. The value of a financial instrument may change as a result of changes in interest rates, foreign currency exchanges rates, commodity prices, equity prices and other market changes. The Company’s market risk emanates from its holdings in debt and equity securities.

The Company’s exposure to market risk for changes in fixed interest rates relates primarily to the Company’s money market placements and debt securities.

(4) Risks due to health crisis or pandemic

Health crisis, such as the COVID-19 pandemic which started in late 2019 has also negatively affected the financial markets. SRC is exposed to this risk because of its investments in HEDC shares of stocks. On the other hand, as Company with limited or very little on-site operations, SRC was also able to perform its corporate function despite many disruptions in many businesses.

To mitigate these risks, SRC closely monitors global and national economic and political issues that may have impact to the Company. In addition, it also establishes and cultivates good relationship and mutual respect among its partners to ensure that equity risk is mitigated.

To manage health-related risks, SRC will ensure unhampered operations by employing business continuity practices and tools.

To manage its financial risks, SRC continuously monitors its cash position and overall liquidity position. The Company maintains a level of cash and cash equivalents deemed sufficient to finance operations and to

mitigate the effects of fluctuation in cash flows.

SRC also closely monitors the prices of its debt and equity securities as well as macroeconomic and entityspecific factors which could directly or indirectly affect the prices of these instruments. In case of an expected decline in its portfolio of equity securities, the Company readily disposes or trades the securities for replacement.

Discussion on Opportunities

To further improve the economic value of SRC, the Company recognizes other opportunities in capital market by building up on its reputation as a profitable holding company. SRC also expects to increase its direct and indirect economic impact when HEDC is fully developed and operated.

Climate-related risks and opportunities

As a holding Company, SRC is not directly at risk of climate-related threats. However, the SRC Board of Directors is tasked to primarily manage the overall risks and opportunities by establishing the Board Risk Oversight Committee (BROC).

At present the Company has no formal climate-related risk strategies and metrics. Nonetheless, the Company will consider adopting a formal enterprise risk management program.

Procurement Practices

Proportion of spending on local suppliers Disclosure

Percentage of procurement budget used for significant locations of operations that is spent on local suppliers

The current operations of SRC does not involve spending on local suppliers.

Anti-corruption

Training on Anti-corruption Policies and Procedures

Percentage of employees to whom the organization’s anticorruption policies and procedures have been communicated to

Percentage of business partners to whom the organization’s anticorruption policies and procedures have been communicated to

Percentage of directors and management that have received anti-corruption training

Percentage of employees that have received anti-corruption training

*SRC has no employees.

Incidents of Corruption

Number of incidents in which directors were removed or disciplined for corruption

Number of incidents in which employees were dismissed or disciplined for corruption 0 #

Number of incidents when contracts with business partners were terminated due to incidents of corruption 0 #

Anti-Corruption

SRC’s Board of Directors participate in annual seminar on Corporate Governance to be abreast of the best practices in corporate governance. No corruption incidents were reported in 2023.

ENVIRONMENT

Over the years, SRC’s investee, HEDC follows best practices in environmentalmanagement and adheres to the highest environmental protection standards. It likewise implements waste reduction and proper disposal protocols to ensure that impact to environment is managed and mitigated. HEDC also encourages and welcomes locators who are into the renewable energy business. In 2016, an all-Filipino solar company, YH Green Energy Company, started to generate electricity from its 14.5 MW utility scale solar power project located in HEDC. This project does not only contribute to power stability in the country, but most importantly help combat GHG emissions.

Resource Management

within the organization

Materials used by the organization

Ecosystems and biodiversity (whether in upland/watershed or coastal/marine)

Disclosure

Operational sites owned, leased, managed in, or adjacent to, protected areas and areas of high biodiversity value outside protected areas N/A

Habitats protected or restored N/A ha

IUCN1 Red List species and national conservation list species with habitats in areas affected by operations N/A

Environmental impact management

Air Emissions

GHG

Disclosure

Direct (Scope 1) GHG Emissions N/A Tonnes

Energy indirect (Scope 2) GHG Emissions N/A Tonnes CO2e

Emissions of ozone-depleting substances (ODS) N/A Tonnes

Air pollutants

Disclosure

Solid and Hazardous Wastes Solid

Hazardous Waste Disclosure

Effluents

Disclosure

Environmental compliance

Non-compliance with Environmental Laws and Regulations

Disclosure

Total amount of monetary fines for non-compliance with environmental laws and/or regulations

No. of non-monetary sanctions for non-compliance with environmental laws and/or regulations

No. of cases resolved through dispute resolution mechanism

SOCIAL

This section is not applicable directly to SRC since the Company has no employees. The data presented in this section pertains to the HEDC’s which SRC owns 11.33% interest.

Employee Management

Employee Hiring and Benefits Employee data

Ratio of lowest paid employee against minimum wage

Employee benefits

(aside from Pagibig)

(aside from SSS)

2 Employeesareindividualswhoare inanemploymentrelationshipwiththeorganization,accordingtonationallaworitsapplication(GRIStandards 2016Glossary)

3 Attritionare =(no.ofnewhires–no.ofturnover)/(averageoftotalno.ofemployeesofpreviousyearand totalno.ofemployeesofcurrentyear)

Employee Training and Development

Total training hours provided to employees

a. Female employees

b. Male employees

Average training hours provided to employees

a.

Labor-Management Relations

of employees covered with Collective Bargaining Agreements

of consultations conducted with employees concerning employee-related policies

Diversity and Equal Opportunity

of female workers in the workforce

of male workers in the workforce

of employees from indigenous communities and/or vulnerable sector*

*Vulnerable sector includes, elderly, persons with disabilities, vulnerable women, refugees, migrants, internally displaced persons, people living with HIV and other diseases, solo parents, and the poor or the base of the pyramid (BOP; Class D and E).

Workplace Conditions, Labor Standards, and Human Rights

Occupational Health and Safety

Man-Hours

of work-related injuries

of work-related fatalities

of work related ill-health

of safety drills

Labor Laws and Human Rights

No. of legal actions or employee grievances involving forced or child labor

Do you have policies that explicitly disallows violations of labor laws and human rights (e.g. harassment,

bullying) in the workplace? Topic

If Yes, cite reference in the company policy

Supply Chain Management

Do you have a supplier accreditation policy? If yes, please attach the policy or link to the policy:

Do you consider the following sustainability topics when accrediting suppliers?

Relationship with Community Significant Impacts on Local Communities

Operations with significant (positive or negative) impacts on local communities (exclude CSR projects; this has to be business operations)

Location Vulnerable groups (if applicable)* Does the particular operation have impacts on indigenous people (Y/N)?

Customer Management Customer Satisfaction

Collective or individual rights that have been identified that or particular concern for the community Mitigating measures (if negative) or enhancement measures (if positive)

Did a third party conduct the customer satisfaction study (Y/N)?

No. of substantiated complaints on product or service health and safety*

No. of complaints addressed #

*Substantiated complaints include complaints from customers that went through the organization’s formal communication channels and grievance mechanisms as well as complaints that were lodged to and acted upon by government agencies.

Marketing and labelling

No. of substantiated complaints on marketing and labelling*

No. of complaints addressed

*Substantiated complaints include complaints from customers that went through the organization’s formal communication channels and grievance mechanisms as well as complaints that were lodged to and acted upon by government agencies.

Customer privacy

No. of substantiated complaints on customer privacy*

No. of complaints addressed #

No. of customers, users and account holders whose information is used for secondary purposes #

*Substantiated complaints include complaints from customers that went through the organization’s formal communication channels and grievance mechanisms as well as complaints that were lodged to and acted upon by government agencies.

Data Security

No. of data breaches, including leaks, thefts and losses of data

UN SUSTAINABLE DEVELOPMENT GOALS

Product or Service Contribution to UN SDGs

Key products and services and its contribution to sustainable development.

Key Products and Services Societal Value / Contribution to UN SDGs

Investment in stocks and capital market

SRC’s investment in HEDC contributes to SDG 9 by helping companies finance projects that will boost manufacturing industries and infrastructure

Potential Negative Impact of Contribution Management Approach to Negative Impact

Absence of risk management program may consequently result in negative impact to financed businesses and investments

SRC closely monitors the various economic, political, and financial risks that may affect the Company.

* None/Not Applicable is not an acceptable answer. For holding companies, the services and products of its subsidiaries may be disclosed.

GENERAL FORM FOR FINANCIAL STATEMENTS

NAME OF CORPORATION: SEAFRONT RESOURCES CORPORATION

CURRENT ADDRESS: 8637-2917

7th Floor JMT Building, ADB Avenue, Ortigas Center, Pasig City

TEL. NO.:

COMPANY TYPE : HOLDING

If these are based on consolidated financial statements, please so indicate in the caption.

Table 1. Statements of Financial Position

ASSETS (A.1 + A.2 + A.3 + A.4 + A.5 + A.6 + A.7 + A.8 + A.9 + A.10) A.1

Current Assets (A.1.1 + A.1.2 + A.1.3 + A.1.4 + A.1.5)

Cash and cash equivalents (A.1.1.1 + A.1.1.2 + A.1.1.3) On hand

A.1.1.1

A.1.1.2 In domestic banks/entities

A.1.2 Trade and Other Receivables (A.1.2.1 + A.1.2.2)

A.1.1 Advances to Suppliers Receivable from HEDC

A.1.2.1.1 A.1.2.1.2

Dividends receivable In foreign banks/entities

A.1.2.1.4

A.1.2.1 Due from domestic entities (A.1.2.1.1 + A.1.2.1.2 + A.1.2.1.3 + A.1.2.1.4) Due from customers (trade) Due from related parties

Receivables from a consortium operator Accrued interest Loans receivable Others, specify (A.1.2.1.3.1+A.1.2.1.3.2)

Others Allowance for doubtful accounts (negative entry)

A.1.2.2 Due from foreign entities, specify (A.1.3.2.1 + A.1.3.2.2 + A.1.3.2.3 + A.1.3.2.4)

A.1.2.2.1

Allowance for doubtful accounts (negative entry)

A.1.3 Inventories (A.1.3.1 + A.1.3.2 + A.1.3.3 +

A.1.3.1 Raw materials and supplies

A.1.3.2Goods in process (including unfinished goods, growing crops, unfinished seeds)

A.1.3.3 Finished goods

A.1.3.4 Merchandise/Goods in transit

A.1.4 National Government Public Financial Institutions

Financial Assets other than Cash/Receivables/Equity investments (A.1.4.1 + A.1.4.2 + A.1.4.3 + A.1.4.4+A.1.4.5+A.1.4.6)

A.1.4.1 Financial Assets at Fair Value through Profit or Loss - issued by domestic entities (A.1.4.1.1 + A.1.4.1.2 + A.1.4.1.3 + A.1.4.1.4 + A.1.4.1.5)

A.1.1.3 Public Non-Financial Institutions

A.1.4.2

NOTE: Held to Maturity Investments - issued by domestic entities (A.1.4.2.1 + A.1.4.2.2 + A.1.4.2.3 + A.1.4.2.4 + A.1.4.2.5)

ThisgeneralformisapplicabletocompaniesengagedinAgriculture,Fishery,Forestry,Mining,andQuarrying,Manufacturing,Electricity,GasandWater,Construction,WholesaleandRetailTrade, Transportation,StorageandCommunications,HotelsandRestaurants,RealEstate,Community,SocialandPersonalServices,otherformsofproduction,andgeneralbusinessoperations.Thisformisalso applicabletoothercompaniesthatdonothaveindustry-specificSpecialForms.Specialformsshallbeusedbypublicly-heldcompaniesandthoseengagedinnon-bankfinancialintermediationactivities,credit granting, and activities auxiliary to financial intermediation, which require secondary license from SEC.

DomesticcorporationsarethosewhichareincorporatedunderPhilippinelawsorbranches/subsidiariesofforeigncorporationsthatarelicensedtodobusinessinthePhilippineswherethecenterofeconomic interest or activity is within the Philippines. On the other hand, foreign corporations are those that are incorporated abroad, including branches of Philippine corporations operating abroad.

FinancialInstitutionsarecorporationsprincipallyengagedinfinancialintermediation,facilitatingfinancialintermediation,orauxiliaryfinancialservices.Non-Financialinstitutionsrefertocorporationsthatare primarily engaged in the production of market goods and non-financial services.

GENERAL FORM FOR FINANCIAL STATEMENTS

NAME OF CORPORATION: SEAFRONT RESOURCES CORPORATION

7th Floor JMT Building, ADB Avenue, Ortigas Center, Pasig City TEL. NO.:

CURRENT ADDRESS: 8637-2917

COMPANY TYPE :

If these are based on consolidated financial statements, please so indicate in the caption.

Table 1. Statements of Financial Position

Loans and Receivables -issued by domestic entities: National Government

Financial Assets at Fair Value Thruogh other Comprhensive Income (FVOCI)

A.1.4.4.2

Public Financial Institutions

Public Non-Financial Institutions

Private Financial Institutions

Private Non-Financial Institutions

Financial Assets issued by foreign entities: (A.1.4.5.1+A.1.4.5.2+A.1.4.5.3+A.1.4.5.4)

Held-to-maturity investments HOLDING

Other investment A.2

1,6771,446 A.1.5.1 1,167985 A.1.5.2

Prepaid taxes

A.1.5.3

Supplies Inventory

A.1.5.3

A.1.5.3

Property, plant, and equipment (A.2.1 + A.2.2

A.2.1 Land

A.2.2

A.2.3

A.1.5.3 509461

A.2.4 Transportation/motor vehicles,automotive equipment, autos and trucks, and delivery equipment A.2.5Others, specify (A.2.5.1 +

+

A.2.5.1Property, or equipment used for education purposes

A.2.6Appraisal increase, specify (A.2.6.1 + A.2.6.2 +

A.2.7 Accumulated Depreciation (negative entry)

A.2.5.2Construction in progress A.2.8 Impairment Loss or Reversal (if loss, negative entry)

Investments accounted for using the equity method (A.3.1 + A.3.2 + A.3.3 )

A.3.2

A.3.1Equity in domestic subsidiaries/affiliates Equity in foreign branches/subsidiaries/affiliates

Others, specify (A.3.1.1 +

Intangible Assets (A.6.1 + A.6.2)

A.6.1Major item/s,specify (A.6.1.1 + A.6.1.2 + A.6.1.3 + A.6.1.4)

Allowance for decline in market value (negative entry) Machinery and equipment (on hand and in transit) Assets included in Disposal Groups Classified as Held for

Others, specify (A.6.2.1 + A.6.2.2 + A.6.2.3 + A.6.2.4)

Table 1. Statements of Financial Position

GENERAL FORM FOR FINANCIAL STATEMENTS NAME OF CORPORATION: SEAFRONT RESOURCES CORPORATION

CURRENT ADDRESS: 8637-2917

7th Floor JMT Building, ADB Avenue, Ortigas Center, Pasig City

TEL. NO.:

COMPANY TYPE : HOLDING

If these are based on consolidated financial statements, please so indicate in the caption.

Long-term receivables (net of current portion) (A.9.1 + A.9.2 + A.9.3)

A.9.1.

From domestic entities, specify (A.9.1.1 +

Table 1. Statements of Financial Position From foreign entities, specify (A.9.2.1 +

A.9.1.1

A.9.1.2

A.9.1.3

A.9.1.4 A.9.2 A.9.2.1

A.9.3 Other Assets (A.10.1 + A.10.2 + A.10.3 + A.10.4+A.10.5) B. LIABILITIES (B.1 + B.2 + B.3 + B.4 +

Allowance for doubtful accounts, net of current portion (negative entry)

Deferred charges - net of amortization

A.10.3Advance/Miscellaneous deposits

A.10.4Others, specify (A.10.4.1 +

A.10.5

Allowance for write-down of deferred charges/bad accounts (negative entry)

Trade and Other Payables to Domestic Entities Payables to Related Parties, specify (B.1.1.3.1 + B.1.1.3.2 + B.1.1.3.3)

B.1.1.1 Loans/Notes Payables

B.1.1.2 Trade Payables

B.1.1.3

B.1.1.3.1 B.1.1.3.2

B.1.3Provisions Deferred credits

B.1.5

B.1.6

B.1.7 Deferred Income Tax

B.1.2.1

Deferred Tax Liabilities Accounts payable Due from broker Liabilities for Current Tax

Others, specify (B.1.1.4.1 + B.1.1.4.2 + B.1.1.4.3) Derivative liability

Trade and Other Payables to Foreign Entities (specify) (B.1.2.1+B.1.2.2+B.1.2.3+B.1.2.4)

B.1.2.2

B.1.2.3

Others, specify (If material, state separately; indicate if the item is payable to public/private or

B.1.7.1 Dividends declared and not paid at balance sheet date

B.1.7.2 Acceptances Payable

B.1.7.3 Liabilities under Trust Receipts

B.1.7.4 Portion of Long-term Debt Due within one year

B.1.7.5 Deferred Income

B.1.7.6

Any other current liability in excess of 5% of Total Current Liabiilities, specify:

B.1.7.6.1

B.1.7.6.2

GENERAL FORM FOR FINANCIAL STATEMENTS NAME OF CORPORATION: SEAFRONT RESOURCES CORPORATION

TEL. NO.:

If these are based on consolidated financial statements, please so indicate in the caption.

B.2

B.3 HOLDING

B.5 CURRENT ADDRESS: 7th Floor JMT Building, ADB Avenue, Ortigas Center, Pasig City

Table 1. Statements of Financial Position

Table 1. Statements of Financial Position

Long-termDebt-Non-currentInterest-bearingLiabilities(B.2.1+B.2.2+B.2.3+B.2.4+B.2.5)

B.2.1DomesticPublicFinancialInstitutions

B.2.2

DomesticPublicNon-FinancialInstitutions

B.2.3

DomesticPrivateFinancialInstitutions

B.2.4

DomesticPrivateNon-FinancialInstitutions

B.2.5

ForeignFinancialInstitutions

B.5.2

388,000388,000 388,000388,000

C.1.2PreferredShares

GENERAL FORM FOR FINANCIAL STATEMENTS

NAME OF CORPORATION: SEAFRONT RESOURCES CORPORATION

7th Floor JMT Building, ADB Avenue, Ortigas Center, Pasig City TEL. NO.:

CURRENT ADDRESS: 8637-2917

COMPANY TYPE : HOLDING

If these are based on consolidated financial statements, please so indicate in the caption.

I

REVENUE/INCOME(A.1+A.2+A.3)

A.1NetSalesorRevenue/ReceiptsfromOperations (manufacturing,mining,utilities,trade,

ShareintheProfitorLossofAssociatesandJointVenturesaccountedforusingthe

6,6413,22232,675

A.3.2 A.3.4 A.3

OtherRevenue(A.3.1+A.3.2+A.3.3+A.3.4+A.3.5)

A.3.1

RentalIncomefromLandandBuildings

ReceiptsfromSaleofMerchandise(trading)(fromSecondaryActivity)

A.3.3SaleofRealEstateorotherPropertyandEquipment Royalties,FranchiseFees,Copyrights(books,films,records,etc.)

Others,specify(A.3.5.1+A.3.5.2+A.3.5.3+A.3.5.4+A.3.5.5+ A.3.5.6+A.3.5.7) Gain/(Loss)fromsellingofAssets,specify OtherIncome(non-operating)(A.4.1+A.4.2+A.4.3+A.4.4) A.4

A.4.1 InterestIncome A.4.2 DividendIncome Netgainsonfairvaluechangesonfinancial assetsatFVPL

A.4.4

NetgainonFVchangesonfinancialassetatFVPTL

A.3.5.1 6,6413,22232,675 4,2711,681624 69641931,710 1,279716

A.4.4 Gain/(Loss)onForeignExchange(A.4.4.1+A.4.4.2+A.4.4.3+A.4.4.4)

B.1

B.1.2 DirectLabor COSTOFGOODSSOLD(B.1+B.2+B.3) B.1.3

B.1.1 DirectMaterialUsed

Netforeigncurrencyexchangegain Miscellaneous OtherManufacturingCost/Overhead

CostofGoodsManufactured(B.1.1+B.1.2+B.1.3+B.1.4+B.1.5)

Table 2. Statements of Income

Table 2. Statements of Income

GENERAL FORM FOR FINANCIAL STATEMENTS

NAME OF CORPORATION:

SEAFRONT RESOURCES CORPORATION

CURRENT ADDRESS: 8637-2917 7th Floor JMT Building, ADB Avenue, Ortigas Center, Pasig City TEL. NO.:

COMPANY TYPE : HOLDING

If these are based on consolidated financial statements, please so indicate in the caption.

Table 3. Statements of Cash Flows

CASH FLOWS FROM OPERATING ACTIVITIES

Net Income (Loss) Before Tax and Extraordinary Items

Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities

Depreciation

Impairment (recovery of) loss on receivables

Net unrealized loss (gains) on financial assets at FVTPL

Net unrealized loss (gains) on sale financial assets at FVTPL

Impairment loss on available-for-sale financial assets

Changes in Assets and Liabilities:

Interest received

Acquisitions of financial assetsat FVPL CASH FLOWS FROM INVESTING ACTIVITIES

B. Net Cash Provided by (Used in) Investing Activities (sum of above rows)

Proceeds from:

(Used in) Financing Activities (sum of above rows)

Table 4. Statements of Changes in Equity

SECURITIESAND EXCHANGE COMMISSION

SEC 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) Mar 30, 2023

2 SEC Identification Number 40979

3. BIRTax Identification No. 000-194-465

4 Exact name of issuer as specified in its charter SEAFRONTRESOURCES CORPORATION

5 Province, country or other jurisdiction of incorporation Metro Manila, Philippines

6. Industry Classification Code(SEC Use Only)

7.Address of principal office 7F JMTBUILDINGADBAVE , ORTIGAS CENTER, PASIG CITY1605 Postal Code 1605

8. Issuer's telephone number, including area code (632) 86372917

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 andAmount of Debt Outstanding COMMON 163,000,000

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

Seafront Resources Corporation SPM

PSE Disclosure Form 7-1 - Notice ofAnnual or Special Stockholders' Meeting

References: SRC Rule 17 (SEC Form 17-C) and Sections 7 and 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Notice ofAnnual Stockholders' Meeting of Seafront Resources Corporation

Background/Description of the Disclosure

Please be informed that at the Board of Directors' meeting of Seafront Resources Corporation, held on March 30, 2023 through Electronic Means of Communication, at which a quorum was present, the Board of Directors approved the holding of theAnnual Stockholders' Meeting on June 22, 2023 The record date of stockholders entitled to notice and to vote at the meeting shall be on May 5, 2023.

Type of Meeting

Annual Special

Date ofApproval by

Board of Directors Mar 30, 2023

Date of Stockholders' Meeting Jun 22, 2023

Time 4:00 PM

Venue Thru Electronic Means of Communication

Record Date May 5, 2023

Agenda Agenda to be announced and to be included in the Information Statement

Inclusive Dates of Closing of Stock Transfer Books

Start Date N/A

End Date N/A

Other Relevant Information

-Filed on behalf by:

Name Louie Mark Limcolioc

Full Name)

CURRENT REPORT UNDER SECTION 17 OF THE SECURITIES REGULATION CODE AND SRC RULE 17.2(c) THEREUNDER 1. March 30, 2023

Date of Report (Date of earliest event reported) 2. SEC Identification Number: 40979

Exact name of issuer as specified in its charter

Metro Manila, Philippines

(SEC Use Only)

Province, country or other jurisdiction of incorporation Industry Classification Code:

JMT BUILDING, ADB AVE., ORTIGAS CENTER, PASIG CITY

1605

Address of principal office Postal Code

8. (632) 86372917

Issuer's telephone number, including area code

9. N/A

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

11. Indicate the item numbers reported herein: Item No. 9 – Other

Events

At the meeting of the Board of Directors of Seafront Resources Corporation (SPM), held on March 30, 2023, through electronic means of communication, at which meeting a quorum was present, the Board approved the holding of the Annual Stockholders’ Meeting (ASM) of SPM thru electronic means of communication on June 22, 2023 and the setting of the record date for said ASM on May 5, 2023.

SIGNATURES

Pursuant to the requirements of the Securities Regulation Code, the issuer has duly caused this report to be signed on behalf by the undersigned hereunto duly authorized.

SEAFRONT RESOURCES CORPORATION

Issuer By:

Atty. Louie Mark Limcolioc Assistant Corporate Secretary Alternate Information Officer Compliance Officer

Date: March 30, 2023

SECURITIESAND EXCHANGE COMMISSION

SEC 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) Apr 14, 2023

2 SEC Identification Number 40979

3. BIRTax Identification No. 000-194-465

4 Exact name of issuer as specified in its charter SEAFRONTRESOURCES CORPORATION

5 Province, country or other jurisdiction of incorporation Metro Manila, Philippines

6. Industry Classification Code(SEC Use Only)

7.Address of principal office 7th Floor, JMTBuilding,ADBAve , Ortigas Center, Pasig City Postal Code 1605

8. Issuer's telephone number, including area code (632) 86372917

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 andAmount of Debt Outstanding COMMON 163,000,000

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

Seafront Resources Corporation SPM

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

Please be informed that, at the meeting of the Board of Directors of Seafront Resources Corporation, held onApril 14, 2023, through electronic means of communication, at which meeting a quorum was present, upon recommendation by theAudit Committee, the Board approved the 2022Audited Financial Statements

Background/Description of the Disclosure

--

Other Relevant Information

Please see attached SEC 17C

Filed on behalf by:

Name Louie Mark Limcolioc

Designation

Asst. Corporate Secretary

(Company’s Full Name)

SEC Registration Number

(Business Address: No. Street City/Town/Province) LOUIE MARK R. LIMCOLIOC 88637-2917 (Contact Person) (Company Telephone Number)

1 2 3 1 17C

Month Day Month Day (Fiscal Year) (Annual Meeting)

(Secondary License Type, If Applicable)

Dept. Requiring this Doc.

Amended Articles Number/Section Total Amount of Borrowings Total No. of Stockholders Domestic Foreign

Remarks:

CURRENT REPORT UNDER SECTION 17 OF THE SECURITIES REGULATION CODE AND SRC RULE 17.2(c) THEREUNDER 1. April 14, 2023

Date of Report (Date of earliest event reported) 2. SEC Identification Number: 40979

Exact name of issuer as specified in its charter

Metro Manila, Philippines

(SEC Use Only)

Province, country or other jurisdiction of incorporation Industry Classification Code:

JMT BUILDING, ADB AVE., ORTIGAS CENTER, PASIG CITY

1605

Address of principal office Postal Code

8. (632) 86372917

Issuer's telephone number, including area code

9. N/A

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

11. Indicate the item numbers reported herein:

At the meeting of the Board of Directors of Seafront Resources Corporation (SPM), held on April 14, 2023, through electronic means of communication, at which meeting a quorum was present, upon recommendation by the Audit Committee, the Board approved and authorized the release of the 2022 Audited Financial Statements.

SIGNATURES

Pursuant to the requirements of the Securities Regulation Code, the issuer has duly caused this report to be signed on behalf by the undersigned hereunto duly authorized.

SEAFRONT RESOURCES CORPORATION

Issuer By:

Atty. Louie Mark Limcolioc Assistant Corporate Secretary Alternate Information Officer Compliance Officer

Date: April 14, 2023

SECURITIESAND EXCHANGE COMMISSION

SEC 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) Jun 22, 2023

2 SEC Identification Number 40979

3. BIRTax Identification No. 000-194-465

4 Exact name of issuer as specified in its charter SEAFRONTRESOURCES CORPORATION

5 Province, country or other jurisdiction of incorporation Philippines

6. Industry Classification Code(SEC Use Only)

7.Address of principal office 7F, JMTBuilding,ADBAve , Ortigas Center, Pasig City Postal Code 1605

8. Issuer's telephone number, including area code (632) 8637-2917

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 andAmount of Debt Outstanding common 163,000,000

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

Seafront Resources Corporation SPM

PSE Disclosure Form 4-24 - Results ofAnnual or Special Stockholders' Meeting References: SRC Rule 17 (SEC Form 17-C) and Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Results of Seafront Resources Corporation'sAnnual Stockholders' Meeting 2023

Background/Description of the Disclosure

Seafront Resources Corporation’s 2022ASM was conducted through Remote Means of Communication today, June 22, 2023 (Thursday) at 4:00 PM

List of elected directors for the ensuing year with their corresponding shareholdings in the Issuer Name of Person Shareholdings in the Listed Company

S Yuchengco

Raul M. Leopando

Victor V. Benavidez

External auditor SyCip Gorres Velayo & Co.

Lodged with PDTC

List of other material resolutions, transactions and corporate actions approved by the stockholders

(1) Certification of Service of Notice;

(2) Determination of Quorum/Call to Order;

(3)Approval of Minutes of the last Regular Stockholders’Meeting held on June 23, 2022;

(4)Approval of Management Report and the 2022Audited Financial Statements contained in the 2022Annual Report;

(5) Confirmation and Ratification of all acts, contracts and investments made and entered into by Management and/or the Board of Directors during the period July 23, 2022 to June 22, 2023;

(6) Election of nine (9) members of the Board of Directors for the year 2023-2024:

(7)Appointment of ExternalAuditors;

(8) Other Matters; and

(9)Adjournment

Other Relevant Information

Please see attached SEC Form 17C on the Results ofAnnual Stockholders' Meeting of Seafront Resources Corporation

Filed on behalf by:

Name Louie Mark Limcolioc

Designation

Asst Corporate Secretary

Full Name)

Requiring this Doc.

(Secondary License Type, If Applicable)

CURRENT REPORT UNDER SECTION 17 OF THE SECURITIES REGULATION CODE AND SRC RULE 17.2(c) THEREUNDER 1. June 22, 2023

Date of Report (Date of earliest event reported) 2. SEC Identification Number: 40979

Exact name of issuer as specified in its charter

Metro Manila, Philippines

(SEC Use Only)

Province, country or other jurisdiction of incorporation Industry Classification Code:

JMT BUILDING, ADB AVE., ORTIGAS CENTER, PASIG CITY

1605

Address of principal office Postal Code

8. (632) 86372917

Issuer's telephone number, including area code

9. N/A

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

11. Indicate the item numbers reported herein:

At the Annual Stockholders’ Meeting held today, June 22, 2023, the Stockholders approved the following:

(1) Approval of Minutes of the last Regular Stockholders’ Meeting held on June 23, 2022;

(2) Approval of Management Report and the 2022 Audited Financial Statements contained in the 2022 Annual Report;

(3) Confirmation and Ratification of all acts, contracts and investments made and entered into by Management and/or the Board of Directors during the period June 23, 2022 to June 22, 2023;

(4) Election of the following nine (9) members of the Board of Directors for the year 20232024 and until their successors are elected and qualified:

ROBERTO JOSE L. CASTILLO Director/Chairman

MILAGROS V. REYES Director/President

MEDEL T. NERA Director/Treasurer

BASIL L. ONG Lead Independent Director

ERNESTINE CARMEN JO D. Independent Director

VILLAREAL-FERNANDO

NICASIO I. ALCANTARA Independent Director

YVONNE S. YUCHENGCO Director

RAUL M. LEOPANDO Director

VICTOR V. BENAVIDEZ Director

(5) Appointment of SyCip Gorres Velayo & Company (SGV & Co.), as the External Auditors of the Company for the year 2022-2023.

SIGNATURES

Pursuant to the requirements of the Securities Regulation Code, the issuer has duly caused this report to be signed on behalf by the undersigned hereunto duly authorized.

SEAFRONT RESOURCES CORPORATION

Issuer By: Atty. Louie Mark Limcolioc Assistant Corporate Secretary Alternate Information Officer Compliance Officer

Date: June 22, 2023

SECURITIESAND EXCHANGE COMMISSION

SEC 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) Jun 22, 2023

2 SEC Identification Number 40979

3. BIRTax Identification No. 000-194-465

4 Exact name of issuer as specified in its charter SEAFRONTRESOURCES CORPORATION

5 Province, country or other jurisdiction of incorporation Metro Manila, Philippines

6. Industry Classification Code(SEC Use Only)

7.Address of principal office 7F, JMTBuilding,ADBAve , Ortigas Center, Pasig City Postal Code 1605

8. Issuer's telephone number, including area code (632) 8637-2917

9 Former name or former address, if changed since last report Item 9

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 andAmount of Debt Outstanding common 163,000,000

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

Seafront Resources Corporation SPM

PSE Disclosure Form 4-25 - Results of Organizational Meeting References: SRC Rule 17 (SEC Form 17-C) and Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Results of Seafront Resources Corporation's Organizational Meeting of the Board of Directors after theAnnual Stockholders' Meeting on June 22, 2023.

Background/Description of the Disclosure

Results of Seafront Resources Corporation’s Organizational Meeting of the Board of Directors on June 22, 2023 (Thursday) at 4:00 PM

List of elected officers for the ensuing year with their corresponding shareholdings in the Issuer

Shareholdings in the

Name of Person Position/Designation

Roberto Jose L Castillo

Samuel V Torres Corporate Secretary, Chief Information Officer

Louie Mark R Limcolioc Assistant Corporate Secretary,Alternate Information Officer, Compliance Officer

Vanessa G Peralta Data Privacy Officer

List of Committees and Membership

Name of Committees Members Position/Designation in Committee

Corporate Governance Committee Ernestine Carmen Jo D Villareal-Fernando Chairman

Corporate Governance Committee Nicasio I.Alcantara Member

Corporate Governance Committee Basil L Ong Member

Audit Committee/BROC Nicasio I Alcantara Chairman

Audit Committee/BROC Ernestine Carmen Jo D Villareal-Fernando Member

Audit Committee/BROC Basil L Ong Member

List of other material resolutions, transactions and corporate actions approved by the Board of Directors

Please see attached SEC Form 17-C Cover for SRC Organizational Meeting

Other Relevant Information

-Filed on behalf by:

Name Louie Mark Limcolioc

Designation

Asst Corporate Secretary

CURRENT REPORT UNDER SECTION 17 OF THE SECURITIES REGULATION CODE AND SRC RULE 17.2(c) THEREUNDER 1. June 22, 2023

Date of Report (Date of earliest event reported) 2. SEC Identification Number: 40979

Exact name of issuer as specified in its charter

Metro Manila, Philippines

(SEC Use Only)

Province, country or other jurisdiction of incorporation Industry Classification Code:

Address of principal office Postal Code

8. (632) 86372917

Issuer's telephone number, including area code

9. N/A

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

11. Indicate the item numbers reported herein:

At the Organizational Meeting held immediately after the Annual Stockholders, the Board of Directors elected the following: 1. Corporate Officers

Mr. Roberto Jose L. Castillo – Chairman

Ms. Milagros V. Reyes – President

Mr. Medel T. Nera – Treasurer

Atty. Samuel V. Torres – Corporate Secretary

Atty. Louie Mark R. Limcolioc – Assistant Corporate Secretary

2. Chairperson and Members of Board Committees

a) Corporate Governance Committee

Chairperson Atty. Ernestine Carmen Jo D. Villareal-Fernando Independent Director

Member Mr. Nicasio I. Alcantara Independent Director

Member Mr. Basil L. Ong Lead Independent Director

b) Audit Committee and Board Risk Oversight Committee

Chairperson Mr. Nicasio I. Alcantara Independent Director

Member Atty. Ernestine Carmen Jo D. Villareal-Fernando Independent Director

Member Mr. Basil L. Ong Lead Independent Director

3. Other Appointments

Atty. Samuel V. Torres – Chief Information Officer

Atty. Louie Mark M. Limcolioc – Alternate Information Officer and Compliance Officer

Ms. Vanessa G. Peralta – Data Privacy Officer

SIGNATURES

Pursuant to the requirements of the Securities Regulation Code, the issuer has duly caused this report to be signed on behalf by the undersigned hereunto duly authorized.

SEAFRONT RESOURCES CORPORATION

Issuer By:

Atty. Louie Mark Limcolioc Assistant Corporate Secretary Alternate Information Officer Compliance Officer

Date: June 22, 2023

SECURITIESAND EXCHANGE COMMISSION

SEC 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 29, 2023

2 SEC Identification Number 40979

3. BIRTax Identification No. 000-194-465

4 Exact name of issuer as specified in its charter SEAFRONTRESOURCES CORPORATION

5 Province, country or other jurisdiction of incorporation METRO MANILA, PHILIPPINES

6. Industry Classification Code(SEC Use Only)

7.Address of principal office 7F, JMTBuilding,ADBAve , Ortigas Center, Pasig City Postal Code 1605

8. Issuer's telephone number, including area code (632) 8637-2917

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 andAmount of Debt Outstanding common 163,000,000

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

Seafront Resources Corporation SPM

PSE Disclosure Form 12-1 - Change in Stock TransferAgent References: Section 12 of the Revised Disclosure Rules

Subject of the Disclosure

Change of StockTransferAgent

Background/Description of the Disclosure

RCBCTrust Corporation as the Company’s new StockTransferAgent of our company.

Details of Changes in Stock TransferAgent

Date ofApproval by Board of Directors Nov 29, 2023

Previous Stock TransferAgent

RCBC StockTransfer Department

Effective Date of Termination Dec 31, 2023

New Stock Transfer Agent

RCBCTrust Corporation

Date of Engagement Jan 1, 2024

Effective Date of Engagement Jan 1, 2024

Reason(s) for Replacement

The Board approved the termination of the services of Rizal Commercial Banking Corporation (“RCBC”), through its StockTransfer Department, as the Company’s StockTransferAgent effective December 31, 2023, and the engagement of RCBCTrust Corporation as the Company’s new StockTransferAgent effective January 1, 2024, following RCBC’s spin-off of itsTrust and Investments Group into a Stand-AloneTrust Corporation, pertaining to the RCBCTrust Corporation

Other Relevant Information

Please see attached SEC FORM 17C

Filed on behalf by:

Name Louie Mark Limcolioc

Designation Asst Corporate Secretary

Full Name)

(Secondary License Type, If Applicable) Dept. Requiring this Doc.

CURRENT REPORT UNDER SECTION 17 OF THE SECURITIES REGULATION CODE AND SRC RULE 17.2(c) THEREUNDER 1. November 29, 2023

Date of Report (Date of earliest event reported) 2. SEC Identification Number: 40979

Exact name of issuer as specified in its charter

(SEC Use Only)

Province, country or other jurisdiction of incorporation Industry Classification Code:

Address of principal office Postal Code

8. (632) 86372917

Issuer's telephone number, including area code

9. N/A

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

11. Indicate the item numbers reported herein:

Please be informed that the Board of Directors of Seafront Resources Corporation held its regular meeting today, November 29, 2023. The highlights of the meeting is as follows:

The Board approved the termination of the services of Rizal Commercial Banking Corporation (“RCBC”) through its Stock Transfer Department, as the Company’s Stock Transfer Agent effective December 31, 2023, and the engagement of RCBC Trust Corporation as the Company’s new Stock Transfer Agent effective January 1, 2024, following RCBC’s spin-off of its Trust and Investments Group into a Stand-Alone Trust Corporation, pertaining to the RCBC Trust Corporation.

SIGNATURES

Pursuant to the requirements of the Securities Regulation Code, the issuer has duly caused this report to be signed on behalf by the undersigned hereunto duly authorized.

SEAFRONT RESOURCES CORPORATION

Issuer

By: Atty. Louie Mark Limcolioc Assistant Corporate Secretary Alternate Information Officer Compliance Officer

SECURITIESAND EXCHANGE COMMISSION

SEC 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) Dec 15, 2023

2 SEC Identification Number 40979

3. BIRTax Identification No. 000-194-465

4 Exact name of issuer as specified in its charter SEAFRONTRESOURCES CORPORATION

5 Province, country or other jurisdiction of incorporation METRO MANILA, PHILIPPINES

6. Industry Classification Code(SEC Use Only)

7.Address of principal office 7F, JMTBuilding,ADBAve , Ortigas Center, Pasig City Postal Code 1605

8. Issuer's telephone number, including area code (632) 8637-2917

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 andAmount of Debt Outstanding common 163,000,000

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

Seafront Resources Corporation SPM

PSE Disclosure Form 12-1 - Change in Stock TransferAgent References: Section 12 of the Revised Disclosure Rules

Subject of the Disclosure

Change of StockTransferAgent

Background/Description of the Disclosure

Following the spin-off of the stock transfer business of theTrust and Investments Group of Rizal Commercial Banking Corporation ("RCBC") to RCBCTrust Corporation, the Company approved the appointment of RCBCTrust Corporation and the termination of RCBC as the Company’s stock transfer agent subject to compliance by RCBCTrust Corporation of regulatory requirements

Details of Changes in Stock TransferAgent

Date ofApproval by Board of Directors Nov 29, 2023

Previous Stock TransferAgent

RCBC StockTransfer Department

Effective Date of Termination TBA

New Stock Transfer Agent

RCBCTrust Corporation

Date of Engagement TBA

Effective Date of Engagement TBA

Reason(s) for Replacement

RCBC's spin off of itsTrust and Investments Group into a stand-alone trust corporation, pertaining to the RCBCTrust Corporation

Other Relevant Information

The amendment is being made to change to "TBA" the following:

(1) Effective date of termination of RCBCTrust and Investments Group; (2) Date of engagement of RCBCTrust Corporation; and (3) Effective date of engagement of RCBCTrust Corporation

The Corporation will disclose in due course the new effectivity date of the engagement with RCBCTrust Corporation after the latter's completion of all regulatory requirements.

Filed on behalf by:

Name Louie Mark Limcolioc

ANNEX “E”

2024 FIRST QUARTER FINANCIAL STATEMENTS

From: ICTD Submission

Sent: Monday, 13 May 2024 1:27 pm

To: Seafront Resources Corporate Affairs

Subject: Re: GFD_SEAFRONT RESOURCES CORPORATION_SEC 17 Q First Quarter 2024_13May2024

CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe.

Thank you for reaching out to ictdsubmission@sec.gov.ph!

Your submission is subject for Verification and Review of the Quality of the Attached Document only for Secondary Reports. The Official Copy of the submitted document/report with Barcode Page (Confirmation Receipt) will be made available after 7 working days via order through the SEC Express at https://secexpress.ph/. For further clarifications, please call (02) 8737-8888.

NOTICE TO COMPANIES

Please be informed of the reports that shall be filed only through ictdsubmission@sec.gov.ph.

Pursuant to SEC MC Circular No. 3 s 2021, scanned copies of the printed reports with wet signature and proper notarization shall be filed in PORTABLE DOCUMENT FORMAT (pdf) through email at ictdsubmission@sec.gov.ph such as the following SECONDARY REPORTS:

1. 17-A 6. ICA-QR 11. IHAR 16. 39-AR 21. Monthly Reports

2. 17-C 7. 23-A 12. AMLA-CF 17. 36-AR 22. Quarterly Reports

3. 17-L 8. 23-B 13. NPM 18. PNFS 23. Letters

4. 17-Q 9. GIS-G 14. NPAM 19. MCG 24. OPC (Alternate Nominee)

5. ICASR 10. 52-AR 15.BP-FCLC 20.S10/SEC-NTCE-EXEMPT

Further, effective 01 July 2023, the following reports shall be submitted through https://efast.sec.gov.ph/user/login.

1. FORM MC 18 7. Completion Report

2. FORM 1 - MC 19 8. Certificate-SEC Form MCG- 2009

3. FORM 2- MC 19 9. Certificate-SEC Form MCG- 2002, 2020 ETC.

4. ACGR 10. Certification of Attendance in Corporate Governance

5. I-ACGR 11. Secretary's Certificate Meeting of Board Directors (Appointment)

6. MRPT

Please be informed that the submission of the abovementioned eleven (11) reports through the ictdsubmission@sec.gov.ph shall no longer be accepted. For further information, please access this link Notice for guidance on the filing of reports:

Likewise, the following reports shall be filed through the Electronic Filing and Submission Tool (eFAST) at https://efast.sec.gov.ph/user/login :

1. AFS 7. IHFS 13. SSF

2. GIS 8. LCFS 14. AFS with Affidavit of No Operation

3. BDFS 9. LCIF 15. AFS with NSPO Form 1,2, and 3

4. FCFS 10. OPC_AO 16. AFS with NSPO Form 1,2,3 and 4,5,6

5. FCIF 11. PHFS 17. FS - Parent

6. GFFS 12. SFFS 18. FS – Consolidated

For the submission and processing of compliance in the filing of Memorandum Circular No. 28 Series of 2020, please visit this link –https://apps010.sec.gov.ph/

For your information and guidance.

Thank you.

The contents of this e-mail message and any attachments are confidential and are intended solely for the addressee. The information may also be legally privileged. This transmission is sent in trust, for the sole purpose of delivery to the intended recipient. If you have received this transmission in error, any use, reproduction or dissemination of this transmission is strictly prohibited. If you are not the intended recipient, please immediately notify the sender via email or phone and delete this message and its attachments, if any.

The contents of this e-mail message and any attachments are confidential and are intended solely for the addressee. The information may also be legally privileged. This transmission is sent in trust, for the sole purpose of delivery to the intended recipient. If you have received this transmission in error, any use, reproduction or dissemination of this transmission is strictly prohibited. If you are not the intended recipient, please immediately notify the sender via e-mail or phone and delete this message and its attachments, if any.

(Company’sFullName) 7 TH F LOOR , JMT BU I LD I NG ,

, ORT I GAS CENTER , PAS I G C I TY (BusinessAddress:No.StreetCity/Town/Province)

(ContactPerson)

Dept.RequiringthisDoc.

4,674

(SecondaryLicenseType,IfApplicable)

AmendedArticlesNumber/Section

TotalAmountofBorrowings

TotalNo.ofStockholders Domestic Foreign

SECFORM17-Q

QUARTERLYREPORT PURSUANTTO SECTION11 OFTHESECURITIESSREGULATIONCODE(SRC) ANDSRCRULE17(a)-1(b)(2)THEREUNDER

1. March31,2024 Forthequarterlyperiodended

2. SECIdentificationNumber 40979

3. SeafrontResourcesCorporation

Exactnameofregistrantasspecifiedinitscharter

4. Manila,Philippines

3. BIRTaxIdentificationNo.000-194-465-000

5. (SECUseOnly) Province, countryorotherjurisdiction IndustryClassificationCode: of incorporation

5. 7th Floor,JMTCondominium,ADBAvenue,OrtigasCenter,Pasig City 1605

Addressof principaloffice PostalCode

6. (632)8637-29-17

Registrant’stelephonenumber,includingareacode

7. Notapplicable

Formername, formeraddressandformerfiscalyear,ifchangedsincelastreport

8. Securitiesregisteredpursuantto Sections8 and12ofthe Code,or Sections4and8oftheRSA

TitleofEachClass NumberofSharesofCommonStock

9. Areanyorallofthesecuritieslistedonthe PhilippineStockExchange?

Allissuedandoutstandingcommonsharesarelisted in thePhilippineStockExchange

10. Indicatebycheckmarkwhethertheregistrant:

(a) hasfiled allreports required to be filedbySection 11 of theSecurities Regulation Code(SRC) andSRCRule11(a)-1thereunderandSections26and141oftheCorporationCodeofthePhilippines,during the preceding 12months(orforsuchshorterperiodtheregistrantwasrequiredtofilesuchreports)

[]

(b) hasbeensubjecttosuchfilingrequirementsforthepast90days

[]

1.

ofMarch31,2024,March31,2023andDecember31,2023

2. StatementsofComprehensiveIncome

Forthe1st quarterendedMarch 31,2024andMarch31,2023

3. StatementofChangesinEquity

AsofMarch31,2024,March31,2023andDecember31,2023

4. StatementofCashflows

5.

AsofMarch31,2024,March31,2023andDecember31,2023

1.

2.ResultsofOperations– Forthequarterended March31,2024 and March31,2023

3.

4.

5.

SEAFRONTRESOURCESCORPORATION

STATEMENTSOFFINANCIAL

POSITION

ASSETS

CurrentAssets

Cashandcashequivalents(Notes6,7,8and13)

(Notes8,9and13)

NotesReceivable(Notes8,10and13)

Financialassetsatfairvaluethroughprofitorloss (FVTPL)[Notes8and13]

NoncurrentAssets Financialassetsatfairvaluethroughother comprehensiveincome(FVOCI) [Notes8and13]

LIABILITIESANDEQUITY

CurrentLiabilities

12,13and14)

Equity

Capitalstock-P =1parvalue(Note14) Authorized-388,000,000shares Issuedandoutstanding-163,000,000shares

unrealizedgainsomfinancialassetsatFVOCI (Notes8and14)

earnings(Note14)

TOTALLIABILITIESANDEQUITY

See accompanying Notes to Financial Statements.

31-Mar-24 (Unaudited)

(Unaudited) 31-Dec-23 (Audited)

SEAFRONTRESOURCESCORPORATION

STATEMENTSOFCOMPREHENSIVEINCOME 31-Mar-24 (Unaudited) 31-Mar-23 (Unaudited)

REVENUES

Interestincome (Note 6) P=1,582,573

income (Note9)

-net

(Note 11)

EXPENSESANDCHARGES

Generalandadministrativeexpenses

Netgain(loss)onfairvaluechangesonfinancialassetsatFVTPL (Note8) (1,658,516)

OTHERCOMPREHENSIVEINCOME(LOSS)

Items not to be reclassified to profit or loss in subsequent periods: Netunrealizedgains(losses)onfinancialassetsatFVOCInetoftax [Note8] (1,374,222) 946,320 TOTALCOMPREHENSIVEINCOME(LOSS) (P=1,942,740) P =96,621 BasicandDilutedEarnings(Loss)PerShare (Note15) (P=0.003) (P=0.005)

See accompanying Notes to Financial Statements.

SEAFRONTRESOURCESCORPORATION

STATEMENTSOFCHANGESINEQUITY 31-Mar-24 (Unaudited)

CapitalStock(Note14)

Authorized-388,000,000shares Issued

NetUnrealizedGainsonFinancialAssetsat FVOCI(Notes8and14)

RetainedEarnings(Note14)

TOTALEQUITY

See accompanying Notes to Financial Statements.

(Unaudited) 31-Dec-23 (Audited)

SEAFRONTRESOURCESCORPORATION

STATEMENTSOFCASHFLOWS

CASHFLOWSFROMOPERATINGACTIVITIES

31-Mar-24 31-Mar-23 31-Dec-23 (Unaudited) (Unaudited) (Audited)

Income(loss)beforeincometax (P=566,415) (P=848,897) P =3,973,058

Adjustmentsfor:

Netloss(gain)onfairvaluechangesonfinancialassetsat FVTPL[Note 8] 1,658,516 1,333,586 (1,279,003) Dividendincome(Note9) (34,819) ‒ (696,418)

income (Note6) (1,582,573) (958,451) (4,270,734)

Operatinglossbeforeworkingcapitalchanges (525,291) (473,762) (2,273,097)

Decrease (increase) in:

Increase(decrease)inaccountspayable andaccruedexpenses (442,839) (90,364) (159,895) Cashusedinoperations (1,049,177)

CASHFLOWSFROMINVESTINGACTIVITIES

Movementofgovernmentsecurities(Note 8) 1,000,000 ‒ (1,000,000)

ProceedsfromdisposaloffinancialassetsatFVOCI (Note8) ‒ ‒ 11,158,838

Decrease (increase)innotesreceivable (100,000,000)

cash usedby(usedin) investingactivities (99,000,000) ‒ 10,158,838

NETINCREASE(DECREASE)INCASH ANDCASHEQUIVALENTS (98,642,053) 113,197 11,674,184 CASHANDCASHEQUIVALENTS,BEGINNING 111,060,664

CASHANDCASHEQUIVALENTS,ENDING (Note 6)

See accompanying Notes to Financial Statements.

SEAFRONTRESOURCESCORPORATION

NOTESTOFINANCIALSTATEMENTS

1. CorporateInformation

Seafront Resources Corporation (the Company or SRC) was registered with the Securities and Exchange Commission (SEC) on April 16, 1970 as an oil exploration and production company. On October 18, 1996,theCompanyamendeditsArticlesofIncorporationwhichprovidesfortherevision of its primary purpose from engaging in the business of oilexploration and production into a holding companyandtoincludeoilexplorationandproductionbusinessasoneofitssecondarypurposes.The Company’ssharesofstockwerelistedonMay7,1974andarecurrentlytradedatthePhilippineStock Exchange.

The registered office address of the Company is 7th Floor, JMT Building, ADB Avenue, OrtigasCenter,PasigCity.

The accompanying financial statements were approved and authorized for issue by the Board of Directors(BOD).

2. BasisofPreparation

BasisofPreparation

The accompanyingfinancial statements of the Company have been prepared under the historical cost basis,exceptforthefinancialassetsatfairvaluethroughprofitorloss(FVTPL)andfinancialassetsat fairvaluethroughothercomprehensiveincome(FVOCI),whichhavebeenmeasuredatfairvalue. The Company’s financial statements are presented in Philippine Peso (P=), which is also the Company’s functionalandpresentationcurrency.

The Company has investment in trust funds. The transactions and balances of the Company’s trust funds(seeNote7)areconsolidatedonalinebylinebasiswiththeCompany.Thetrustfundreportsare prepared for the same reporting year as the Company, using consistent accounting policies in accordancewithPhilippineFinancialReportingStandards(PFRSs).

StatementofCompliance

The financial statements of the Company have been prepared in accordance with PFRSs. The term PFRSs, in general, include all applicable PFRSs, Philippine Accounting Standards (PASs) and Interpretations issued by the Standing Interpretations Committee, the Philippine Interpretations Committee(PIC)andtheInternationalFinancialReportingInterpretationsCommittee(IFRIC),which have beenapprovedbythe Philippine Financial Reporting StandardsCouncil (FRSC) andadopted by thePhilippineSEC.

3. ChangesinAccountingPoliciesandDisclosures

Theaccountingpoliciesadoptedareconsistentwiththoseofthepreviousfinancialyear,exceptthatthe Companyadoptedthefollowingnewstandards effectiveas atJanuary1,2024. Theadoptionofthese newstandardsdidnothaveanimpactonthefinancialstatementsofthe Company.

 AmendmentstoPAS1, Classification of Liabilities as Current or Non-current

 AmendmentstoPFRS16, Lease Liability in a Sale and Leaseback

 AmendmentstoPAS7andPFRS7, Disclosures: Supplier Finance Arrangements

StandardsIssuedbutnotyetEffective Pronouncements issued but not yet effective are listed below. The Company does not expect that the future adoption of the said pronouncements will have a significant impact onits financial statements. TheCompanyintendstoadoptthefollowingpronouncementswhentheybecomeeffective.

Effective beginning on or after January 1, 2025

 PFRS17, Insurance Contracts

 AmendmentstoPAS21, Lack of exchangeability

Deferred effectivity

 AmendmentstoPFRS10, Consolidated Financial Statements,andPAS28, Sale or Contribution of Assets between an Investor and its Associate or Joint Venture

4. SummaryofSignificantAccountingPolicies

FinancialInstruments

Initial recognition and subsequent measurement

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liabilityor equityinstrumentofanotherentity.

Financial assets - Initial recognition and measurement

Financial assets are classified, at initial recognition, as subsequently measured at amortized cost; FVOCI;andFVTPL.

The classification of financial assets at initial recognition depends on the financial asset’s contractual cashflowcharacteristicsandtheCompany’sbusinessmodelformanagingthem.TheCompanyinitially measuresafinancialassetatitsfairvalueplus,inthe caseofafinancialassetnotatfairvaluethrough profitorloss,transactioncosts.

InorderforafinancialassettobeclassifiedandmeasuredatamortizedcostorfairvaluethroughOCI, it needs to give rise to cash flow that are ‘solely payments of principal and interest (SPPI)’ on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrumentlevel.

The Company’s business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whethercash flows will result fromcollectingcontractualcashflows,sellingthefinancialassets,orboth.

Subsequent measurement

Forpurposesofsubsequentmeasurement,financialassetsareclassifiedinfourcategories:

 Financialassetsatamortizedcost(debtinstruments)

 FinancialassetsatFVOCIwithrecyclingofcumulativegainsandlosses(debtinstruments)

 Financial assets designated at FVOCI with no recycling of cumulative gains and losses upon derecognition(equityinstruments)

 FinancialassetsatFVTPL

Financial assets at amortized cost (debt instruments)

TheCompanymeasuresfinancialassetsatamortizedcostifbothofthefollowingconditionsaremet:

 The financial asset is held within a business model with the objective to hold financial assets in ordertocollectcontractualcashflows;and

 Thecontractualtermsofthefinancialassetgiveriseonspecifieddatestocashflowsthataresolely paymentsofprincipalandinterestontheprincipalamountoutstanding.

Financialassetsatamortizedcostaresubsequentlymeasuredusingtheeffectiveinterest(EIR)method and are subject to impairment. Gains and losses are recognized in profit or loss when the asset is derecognized,modifiedorimpaired.

TheCompany’sfinancialassetsat amortizedcostincludescashandcashequivalentsandreceivables.

Financial assets at FVTPL

Financial assets at fair value through profit or loss include financial assets held for trading, financial assets designated upon initial recognition at fair value through profit or loss, or financial assets mandatorily required tobe measured atfair value. Financial assets are classified as held for trading if they are acquired for the purpose of selling or repurchasing in the near term. Derivatives, including separated embedded derivatives, are also classified as held for trading unless they are designated as effectivehedginginstruments.Financialassetswithcashflowsthatarenotsolelypaymentsofprincipal andinterestareclassifiedandmeasuredatfairvaluethroughprofitorloss,irrespectiveofthebusiness model. Notwithstanding the criteria for debt instruments to be classified at amortized cost or at fair value through OCI, as described above, debt instruments may be designated as at FVTPL on initial recognitionifdoingsoeliminates,orsignificantlyreduces,anaccountingmismatch.

FinancialassetsatFVTPLarecarriedinthestatementoffinancialpositionatfairvaluewithnetchanges infairvaluerecognizedinprofitorloss.

This category includes derivative instruments andquoted equity investments which the Companyhad not irrevocably elected to classify at fair value through OCI. Dividends on quoted equityinvestments arealsorecognizedasotherincomeinprofitorlosswhenthe rightofpaymenthasbeenestablished.

The Company’s financial assets atFVTPL consists of investmentsinquotedequity securitiesheldfor trading.

Financial assets designated at FVOCI (equity instruments)

Uponinitialrecognition,theCompanycanelecttoclassifyirrevocablyitsequityinvestmentsasequity instruments designated at FVOCI when they meet the definition of equity under PAS 32 and are not heldfortrading. Theclassificationisdeterminedonaninstrument-by-instrumentbasis.

Gainsandlossesonthesefinancialassetsareneverrecycledtoprofitorloss.Dividendsarerecognized as other income in profit or loss when the right of payment has been established, except when the Companybenefitsfromsuchproceedsasarecovery ofpartofthecostof thefinancialasset,inwhich case, such gains are recorded in OCI. Equity instruments designated at FVOCI are not subject to impairmentassessment.

The Company’s financial assets at FVOCI include quoted and unquoted equity securities and quoted governmentsecurities.

Impairment of financial assets

The Company recognizes an allowance for ECLs for all debt instruments not held at FVTPL. ECLs arebasedonthedifferencebetweenthecontractualcashflowsdueinaccordancewiththecontractand allthecashflowsthattheCompanyexpectstoreceive,discountedatanapproximationofthe original effectiveinterestrate. Theexpectedcashflowswillincludecashflowsfromthesaleofcollateralheld orothercreditenhancementsthatareintegraltothecontractualterms.

ECLs are recognized in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from defaulteventsthatarepossiblewithinthenext12-month(a12-monthECL). Forthosecreditexposures for whichtherehasbeenasignificant increasein credit risksinceinitialrecognition, a lossallowance isrequiredforcreditlossesexpectedovertheremaininglifeoftheexposure,irrespectiveofthetiming ofthedefault(alifetimeECL).

The Company may consider a financial asset to be in default when internal or external information indicates that the Company is unlikely to receive the outstanding contractual amounts in full before takingintoaccountanycreditenhancementsheldbytheCompany.Afinancialassetiswrittenoffwhen thereisnoreasonableexpectationofrecoveringthecontractualcashflows.

Financial liabilities - Initial recognition and measurement

The Company’s financial liabilities consist of payables and accrued expenses classified, at initial recognition,asloansandborrowingsrecognizedatfairvalue.

Afterinitialrecognition,interest-bearingloansandborrowingsaresubsequentlymeasuredatamortized costusingtheEIRmethod.

Derecognition of financial assets and financial liabilities

Financial assets

Afinancialasset(orwhereapplicable,a partofafinancial asset orpart of agroupof similarfinancial assets)isderecognizedwhen:

 therightstoreceivecashflowsfromtheassethaveexpired;

 theCompanyretainstherightstoreceivecashflowsfromtheasset,buthasassumedanobligation topaytheminfullwithoutmaterialdelaytoathirdpartyundera“pass-through”arrangement;or

 the Company has transferred its right to receive cash flows from the asset and either (a) has transferred substantially all the risks and rewards of the asset, or (b) has neither transferred nor retainedsubstantiallyalltherisksandrewardsoftheasset,buthastransferredcontroloftheasset.

Financial liabilities

Afinancialliabilityisderecognized whentheobligationundertheliabilityisdischarged,cancelledor hasexpired.

FairValueMeasurement

Fairvalueisthepricethatwouldbe receivedtosellanassetorpaidtotransferaliabilityinanorderly transactionbetweenmarketparticipantsatthemeasurementdate. Thefairvaluemeasurementisbased onthepresumptionthatthetransactiontoselltheassetortransfertheliabilitytakesplaceeither:

 Intheprincipalmarketfortheassetorliability,or

 Intheabsenceofaprincipalmarket,inthemostadvantageousmarketfortheassetor liability.

The principalorthemostadvantageousmarketmust be accessibletobytheCompany. Thefairvalue of an asset or a liability is measured using the assumptions that market participants would use when pricingtheassetorliability,assumingthatmarketparticipantsactintheireconomicbestinterest.

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs andminimizingtheuseofunobservableinputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorizedwithinthefairvaluehierarchy,describedasfollows,basedonthelowestlevelinputthatis significanttothefair valuemeasurementasawhole:

 Level1-Quoted(unadjusted)marketpricesinactivemarketsforidenticalassetsor liabilities

 Level 2 - Valuation techniques for which the lowest level input that is significant to the fair valuemeasurementisdirectlyorindirectlyobservable

 Level 3 - Valuation techniques for which the lowest level input that is significant to the fair valuemeasurementisunobservable

For assets and liabilities that are recognized in the financial statements on a recurring basis, the CompanydetermineswhethertransfershaveoccurredbetweenLevelsinthe hierarchybyre-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole)attheendofeachreportingperiod.

CapitalStock

Capital stock is measured at par value for all shares issued. Incremental costs incurred directly attributabletotheissuanceofnewsharesareshowninequityasadeductionfromproceeds,netoftax. WhentheCompanypurchasesitsowncapitalstock(treasuryshares),theconsiderationpaid,including any attributable incremental costs, is deducted from equity until the shares are cancelled, reissued or disposed of. Where such shares are subsequently sold or reissued, any consideration received, net of anydirectlyattributableincrementaltransactioncostsandtherelatedtaxeffectsisincludedinequity.

RetainedEarnings

Retained earnings represent accumulated earnings of the Company less dividends declared and with consideration of any changes in accounting policies and other adjustments applied retroactively. The retainedearningsoftheCompanyareavailablefordividendsonlyuponapprovalanddeclarationofthe BOD.

EarningsPerShare(EPS)

Basic earnings per share are computed on the basis of the weighted average number of shares outstandingduringtheyearaftergivingretroactiveeffectforanystockdividendsdeclaredinthecurrent year.

RevenueRecognition

Interest income

Interestincomeisrecognizedastheinterestaccruestakingintoaccounttheeffectiveyieldontheasset.

Dividend income

DividendincomeisrecognizedwhentheCompany’srighttoreceivethepaymentisestablished,which isgenerallywhentheBODapprovesthedividenddeclaration.

Rental income

Rental income under non-cancellable leases is recognized in the statement of comprehensive income onastraight-linebasisovertheleaseterms,asprovidedunderthe termsoftheleasecontract.

Management income

Management income from contacts with customers is recognized when control of the services is transferredtothecustomeratanamountthatreflectstheconsiderationtowhichtheCompanyexpects to be entitled in exchange for those goods. The Company has concluded that it is the principal in its revenue arrangement since it is the primary obligor in all revenue arrangements, has pricing latitude andisalsoexposedtocreditrisk. Managementincomeisrecognizedovertime,usinganinputmethod

tomeasureprogresstowardscompletesatisfactionoftheservice,becausethecustomersimultaneously receivesandconsumesthebenefitsprovidedbytheCompany.

GeneralandAdministrativeExpenses

Expenses are recorded when incurred. General and administrative expenses constitute costs of administeringthebusiness.

IncomeTax

Current tax

Currenttaxassetsandliabilitiesforthecurrent andpriorperiodsaremeasuredatthe amountexpected toberecoveredfromorpaidtothetaxationauthorities. Thetaxratesandtaxlawsusedtocomputethe amountarethosethatareenactedorsubstantiallyenactedbythereportingdate.

Deferred tax

Deferred tax is provided on all temporary differences at the reporting date between the tax bases of assetsandliabilitiesandtheircarryingamountsforfinancialreportingpurposes.

Deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized for all deductible temporary differences, carryforward of unused tax credits from excess minimum corporate income tax (MCIT) over regular corporate income tax and unused net operating loss carryover (NOLCO), to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carryforward of unused tax credits from excess MCITandunexpiredNOLCOcanbeutilized.

Thecarryingamountofdeferredtaxassetsisreviewedateachreportingdateandreducedtotheextent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferredtaxassettobeutilized. Unrecognizeddeferredtaxassetsarereassessedateachreportingdate and are recognized to the extent that it has become probable that future taxable profit will allow the deferredtaxassettoberecovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enactedorsubstantiallyenactedatthereportingdate.

EventsAfterthe ReportingDate

Post year-end events up to the date of auditors’ report that provide additional information about the Company’ssituationatthereportingdate(adjustingevents)arereflectedinthefinancialstatements,if any. Postyear-endeventsthatarenotadjustingeventsaredisclosedinthenoteswhenmaterial.

5. SignificantAccountingJudgments,EstimatesandAssumptions

The preparation of the accompanying financial statements requires management to make judgments, estimates and assumptions that affect amounts reported in the financial statements and related notes. The judgments, estimates and assumptions used in the financial statements are based upon management’sevaluationofrelevantfactsandcircumstancesasofthedateoftheCompany’sfinancial statements. Actualresultscoulddifferfromsuchestimates.

Judgments andestimates are contractually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Judgments

In the process of applying the Company’s accounting policies, management has made the following judgments,apartfromthoseinvolvingestimations,whichhasthemostsignificanteffectontheamounts recognizedinthefinancialstatements:

Recognition of deferred tax assets

The Company’s deferred tax assets pertain to the carryforward benefits of NOLCO and excess MCIT overRCIT.Judgmentisrequiredtodeterminetheamountofdeferredtaxassetsthatcanberecognized, based upon the likely timing and level of future taxable profits together with future tax planning strategies.

The Company did not recognize deferred tax assets because the management believes that it may not be probable thatsufficienttaxable income willbeavailable against which the incometax benefits can berealizedpriortotheirexpiration.

EstimatesandAssumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the statementsoffinancialpositiondate,thathaveasignificantriskofcausingamaterialadjustmenttothe carryingamountsofassetsandliabilitieswithinthenextfinancialyeararediscussedbelow.

Estimation of fair value of unquoted equity securities classified as financial assets at FVOCI

The Company uses its judgment to select the most appropriate valuation methodology to value its unquotedequityinvestmentsandmakeassumptionsthataremainlybasedonmarketconditionsexisting at each reporting period. As of March 31, 2024 and December 31, 2023, the Company valued the unquoted equity securities classifiedas financial assets at FVOCI using the adjusted net asset method which is a combination of the market and income approaches. It involves directly measuring the fair value of the assets and liabilities of the investee company. Assets of the investee company consist mainlyofparcelsoflandforsalewhichisadjustedtoitsfairvalue. Thefairvalueadjustmentsarising fromchangesinfairvalueofunquotedequitysecuritiesarefullydisclosedinNote8.

6. CashandCashEquivalents

31-Mar-24 31-Dec-23 (Unaudited) (Audited)

Cashinbanks(Note7) P =1,212,219 P =1,313,469 Cashequivalents(Note7) 11,206,392 109,747,195 P =12,418,611 P =111,060,664

Cash in banks earn interest at the prevailing bank deposit rates. Cash equivalents are short-term investmentsthataremadefor varying periodsofuptothree monthsdependingontheimmediatecash requirementsoftheCompanyandearninterestattheprevailingshort-termplacementrates.

Interest income earned on cash in banks and cash equivalents amounted to P =1.58 million and P =0.96 millionforthe1stquarterof2024and2023,respectively.

7. InvestmentinTrustFunds

The Company established trust funds (the Trust) which are being administered by a local bank under two trust agreements. The details of the trust funds based on the financial statements issued by the trusteebankareasfollows:

31-Dec-23 (Unaudited) (Audited)

andcashequivalents(Note6)

atFVTPL(Note8)

assetsatFVOCI-governmentsecurities (Note8)

trustfund

The assets, liabilities and performance of the fund are consolidated in the applicable accounts of the Companyforfinancialstatementpresentationpurposes.

8. FinancialAssets

TheCompany’sfinancialassetsaresummarizedbymeasurementcategoriesasfollows:

31-Mar-24 31-Dec-23 (Unaudited) (Audited)

Cashandcashequivalents(Note6) P=12,418,611 P =111,060,664

Receivables(Note9) 2,062,412 1,854,420

Notesreceivable(Note10) 100,000,000FinancialassetsatFVTPL(Note7) 36,448,508 38,107,024 FinancialassetsatFVOCI(Note13) 512,332,194 514,706,416 P=663,261,725 P =665,728,524

FinancialAssetsatFVTPL

DetailsoffinancialassetsatFVTPLconsistingofquotedequitysecuritiesareasfollows: 31-Mar-24 31-Dec-23 (Unaudited) (Audited)

Fairvalue P=36,448,508 P =38,107,024

Acquisitioncost 48,100,916 48,100,916

The netloss onfairvaluechangesonfinancialassetsatFVTPL amountedtoP =1.66millionandP =1.33 millionforthe1stquarter2023and2022,respectively.

ThemovementsinfinancialassetsatFVTPLforthe1stquarterendedMarch31,2024andyearended December31,2023areasfollows:

31-Mar-24 31-Dec-23 (Unaudited) (Audited)

Balanceatbeginningofyear P=38,107,024 P =36,828,021

Fairvalue gain(loss)recognizedduringtheperiod (1,658,516) 1,279,003 Balanceatendofperiod P=36,448,508 P =38,107,024

FinancialAssetsatFVOCI

FinancialassetsatFVOCIconsistofquotedandunquotedsharesofstockheldforlong-terminvestment purposesandarecarriedatfairvalue. Thecarryingvaluesoftheseinvestmentsareasfollows:

31-Mar-24 31-Dec-23 (Unaudited) (Audited)

Quotedequitysecurities:

PetroEnergyResourcesCorporation(PERC) [Note 13] P=17,715,447 P =19,063,263

Unquotedequitysecurity:

HermosaEcozone DevelopmentCorporation(HEDC) [Note13] 490,649,813 490,649,813 Investmentsingovernmentsecurities (Note7and13) 3,966,934 4,993,340 P=512,332,194 P =514,706,416

ThemovementsinfinancialassetsatFVOCIforthe1stquarterendedMarch31,2024andyearended December31,2023areasfollows:

31-Mar-24 31-Dec-23 (Unaudited) (Audited)

Balanceatbeginningofyear P=514,706,416 P =540,609,468

Fairvalue gain(loss)recognized duringtheperiod (1,374,222) (15,744,214)

Disposaloffinancialassets ‒ (11,158,838)

Movementof governmentsecurities (1,000,000) 1,000,000

MovementsinthenetunrealizedgainsonfinancialassetsatFVOCIinequityareasfollows: 31-Mar-24 31-Dec-23 (Unaudited) (Audited)

Balanceatbeginningofyear P=337,293,862 P =361,525,568

Unrealizedgain(loss)recognizedinother comprehensiveincome (1,374,222) (13,148,096)

Cumulativegainondisposedfinancialassettransferred toretainedearnings ‒ (11,083,610)

Balanceatendofperiod P=335,919,640 P =337,293,862

Dividend income earned on its investments amounted to P =0.03 million for 1st quarter of 2024 and nil for1st quarterof2023.

Investment in HEDC

On January 31, 1997, the Company entered into a Project Shareholders’ Agreement with five other companies led by Investment and Capital Corporation of the Philippines (ICCP) and Penta Capital Investment Corporation(PCIC) to develop500to600hectaresofrawlandin Hermosa,Bataanintoa

new township consisting of industrial estates, residential communities, a golf and country club and a commercialcenter.

The fair valueofinvestmentinHEDCisdeterminedusingtheadjustednetassetvaluemethod wherein the assets of HEDC consisting mainly of parcels of land are adjusted from cost to its fair value. The valuation of the parcels of land was performed by a SEC-accredited independent appraiser as at September30,2023. ThismeasurementfallsunderLevel3inthefairvaluehierarchy.

Fairvaluemeasurementdisclosuresforthedeterminationoffairvalueofunquotedequitysecuritiesare providedinNote13.

9. Receivables

31-Mar-24 31-Dec-23 (Unaudited) (Audited)

Accruedinterestreceivable P=1,079,076 P =903,627

receivable 893,231 858,412

fromHEDC(Note12) 56,920 59,196

10. NotesReceivable

On February 1, 2024, the Company placed P =100 million in a 362-day tenor promissory note through RCBCCapitalCorporation.The interestrateperannumis8%,subjecttoquarterlyinterestpayment.

11. OtherIncome

31-Mar-24 31-Mar-23 31-Dec-23 (Unaudited) (Unaudited) (Audited)

Management income pertains to accounting, legal and administrative services rendered by the CompanytoHEDC(seeNote12).

Rentalincomepertainstorentalsearnedfromthetwo(2)parkingslotsownedbytheCompanywhich are classified as investment property. As of March 31, 2024 and December 31, 2023, the cost of the fullydepreciatedparkingslotsamountedtoP =207,598.

The fair value of the investment property ranges from P =800,000 to P =1,000,000 per slot as of March31,2024andDecember31,2023,respectively. Thishasbeendeterminedonthebasisofrecent sales of similar properties in the same area as the investment property and taking into account the economicconditionsprevailingatthetimethevaluationwasmade.Thesignificantunobservableinputs used in determining the fair value include the location, size, shape, and highest and best use (Level 3 - Significant unobservable inputs). There are no related costs for the operation of the investment property.

12. RelatedPartyTransactions

Relatedpartyrelationshipexistswhenonepartyhastheabilitytocontrol,directly,orindirectlythrough one or more intermediaries, the other party or exercise significant influence over the other party in makingfinancialandoperatingdecisions. Suchrelationshipalsoexistsbetweenand/oramongentities, which are under common control with the reporting enterprises and its key management personnel, directors,oritsshareholders. Inconsideringeachrelatedpartyrelationship,attentionisdirectedtothe substanceoftherelationship,andnotmerelythelegalform.

TheCompanyinitsregularconductofbusinesshasenteredintothefollowingtransactionswithrelated partiesconsistingofreimbursementofexpensesandmanagementandaccountingservicesagreements.

The Company’s financial statements include the following amounts resulting from transactions with relatedparties:

31-Mar-24 (Unaudited)

* included as part of accounts payable and accrued expenses

31-Dec-23 (Audited)

* included as part of accounts payable and accrued expenses

TheCompanyhasnoemployeesandPERCprovidesadministrativesupporttotheCompany.

On April 1, 2022, the Company entered into a management agreement with PERC. Under the said agreement, PERC provides the Company management and technical services including compliance, administration and supervision of operations, finance, accounting, and treasury, and general services. The agreement took effect on the date of execution of the management agreement and may be terminatedbyeither partyupon 30 daysofprior written notice.The Companypays amonthly service fee amounting to P =35,000, exclusive of VAT. Furthermore, PERC also charges direct costs as an incidence of the performance of services such as rent of office space and other office-related costs. Therefore, no compensation and short-term benefits for key management personnel were charged in profitorlossforthequarterendedMarch31,2024and2023andyear endedDecember31,2022.

Terms and conditions of transactions with related parties

Outstandingbalancesatyear-endaretobesettledincash. Therehavebeennoguaranteesprovidedor receivedforanyrelatedpartyreceivablesorpayables.

13. FinancialInstruments

CategoriesandFairValuesofFinancialInstruments

The methods and assumptions used by the Company in estimating the fair values of the financial instrumentsare:

Cash and cash equivalents and receivables

Due to the short-term nature of the instruments, carrying amounts approximate fair values as of the reportingdate.

Government securities

Fairvaluesaregenerallybasedonquotedmarketpricesatreportingdate. ThisisunderLevel1category ofthefairvaluehierarchy.

Equity securities

For quoted equity securities, fair values are based on published quoted prices. This is under Level1categoryofthe fairvaluehierarchy.

For unquoted equity securities, fair values are determined using the adjusted net asset value method which involves directly measuring the fair value of the assets and liabilities of the investee company. ThismeasurementfallsunderLevel3inthefairvaluehierarchy.

Accounts payable and accrued expenses

Carryingvaluesapproximatefairvaluesduetotheirshort-termnature.

Descriptionofsignificantunobservableinputstovaluation:

The significant unobservable inputs used in the fair value measurement categorized within Level 3 of the fair value hierarchy together with a quantitative sensitivity analysis as at March 31, 2024 and December31,2023areshownbelow:

Valuation technique Significant unobservableinputs Range

Unquotedequity sharesat FVOCI Adjustednetasset valuemethod

persquaremeter

=650-P =7,500

The appraised value of the land was determined using the market approach which is a valuation technique that uses prices and other relevant information generated by market transactions involving identical or comparable assets. Net adjustment factors arising from external and internal factors (i.e. location, size/shape/terrain, and development) affecting the subject properties as compared to the marketlistingofcomparablepropertiesrangesfrom-20%to-10%.Significantfavorable(unfavorable) adjustments to the aforementioned factors based on the professional judgment of the independent appraisers would increase (decrease) the fair value of land, in return the fair value of the unquoted financialasset.

FinancialRiskManagementObjectivesandPolicies

TheCompany’sfinancialinstrumentscomprisecashandcashequivalents,receivables,financialassets andaccountspayableandaccruedexpenses. Themainpurposeofthesefinancialinstrumentsistofund its own operations and capital expenditures. The BOD reviews and approves policies for managing these risks. Also, the Audit Committee of the BOD meets regularly and exercises oversight role in managingtheserisks.

Financial Risks

The main financial risks arising from the Company’s financial instruments are liquidity risk, market riskandcreditrisk.

Thetablesbelowsummarize thematurityprofileoftheCompany’sfinancialassetsandliabilitiesas ofMarch31,2024andDecember31,2023basedoncontractualundiscountedpayments.

31-Mar-24 (Unaudited)

Market risk

Marketriskistheriskoflossonfutureearnings,onfairvaluesoronfuture cashflowsthatmayresult fromchangesinmarketprices. The valueof afinancialinstrumentmaychangeasa resultofchanges in interest rates, foreign currency exchanges rates, commodity prices, equity prices and other market changes. TheCompany’smarketriskemanatesfromitsholdingsindebtandequitysecurities.

The Company closely monitors the prices of its debt and equity securities as well as macroeconomic and entity-specific factors which could directly or indirectly affect the prices of these instruments. In case of an expected declineinits portfolio of equitysecurities,theCompanyreadilydisposesortrades thesecuritiesforreplacementwithmoreviableandlessriskyinvestments.

Credit risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. With respect to credit risk arising from cash and cash equivalents, receivables, financial assets at FVTPL and financial assets at FVOCI, the Company’s exposure to credit risk is equal to the carrying amount of these instruments. The Company limits its creditriskontheseassetsbydealingonlywithreputablecounterparties.

For cash and cash equivalents and quoted government securities, the Company applies the low credit risksimplificationwheretheCompanymeasurestheECLsona12-monthbasisbasedontheprobability of default and loss given default which are publicly available. The Companyalso evaluates the credit rating of the bank and other financial institutions to determine whether the debt instrument has significantlyincreasedincredit riskandtoestimateECLs.

The Companyconsidersitscashand cashequivalentsandquotedgovernment securitiesashighgrade since these are placed in financial institutions of high credit standing. Accordingly, ECLs relating to thesedebtinstrumentsroundstonil.

The Company’s receivables are aged current as of March 31, 2024 and December 31, 2023. No receivablesareconsideredcredit-impaired.

As of March 31, 2024 and December 31, 2023, the carrying values of the Company’s financial instrumentsrepresentmaximumexposure asofreportingdate.

Thetablebelowshowsthecomparativesummaryofmaximumcreditriskexposuresonfinancial instrumentsasofMarch31,2024andDecember31,2023:

31-Mar-24 (Unaudited) 31-Dec-23 (Audited) FinancialassetsatFVTPL: Equitysecurities P=36,448,508 P =38,107,024

assetsatamortizedcost:

(Unaudited) 31-Dec-23 (Audited)

The following tables show financial instruments recognized at fair value as of March 31, 2024 and December31,2023,analyzedbetweenthose whosefairvaluesare basedon:

1. quotedpricesinactivemarketsforidenticalassetsorliabilities(Level1);

2. thoseinvolvinginputsotherthanquotedpricesincludedinLevel1thatareobservablefortheasset orliability,eitherdirectlyorindirectly(Level2);and

3. those with inputs for the asset or liability that are not based on observable market data (unobservable inputs)(Level3). 31-Mar-24 (Unaudited)

31-Dec-23 (Audited)

TherewerenotransfersbetweenLevel1andLevel2fairvaluemeasurementsandnotransfersintoand outofLevel3fairvaluemeasurementsinMarch31,2024andDecember31,2023.

14. CapitalManagement

The primary objective of the Company’s capital management is to ensure that it maintains a strong creditratingandhealthycapitalratiosinordertosupportitsbusinessandmaximizeshareholders’value.

TheCompanymanagesitscapitalstructureandmakesadjustmentstoit,inlightofchangesineconomic conditions. Tomaintainoradjustthecapitalstructure,theCompanymayadjustthedividendpayment toshareholdersorissuenewshares.

TheCompanymonitorscapitalusingadebt-to-equityratio,whichistotaldebtdividedbytotalequity. TheCompanyincludeswithintotaldebtthefollowing:accountspayable andaccruedexpenses. Total equityincludescapitalstock,netunrealizedgainsonfinancialassetsatFVOCIandretainedearnings.

TheCompanyhasnoexternallyimposedcapitalrequirementsasofMarch31,2024andDecember31, 2023.

The table below demonstrates the debt-to-equity ratios of the Company as of March 31, 2024 and December31,2023:

There were no changesinthe objectives, policies or processesfor the 1st quarter 2024 and yearended December31,2023.

The Company has retained earnings available for dividend declaration amounting to P =102.04 million asofMarch31,2024.

TheCompany’strackrecordofcapitalstockisasfollows:

Listingdate-May7,1974

1973

20,1997

ThecomputationsoftheCompany’sbasic earningspershareareasfollows:

(Unaudited)

The Company has no potentially dilutive common stock as of March 31, 2024, March 31, 2023, and December31,2023.

16. Others

a) The Interim Financial Report as of March 31, 2024 is in compliance with generally accepted accountingprinciples(alleffectivestandardsandinterpretationsunderPFRS).

b) The same policies and methods of computation were followed in the preparation of the interim financialreportcomparedtotheDecember31,2023AuditedFinancialStatements.

c) Therearenounusualitemoritemsthataffectedtheassets,liabilities,equityandcashflowsofthe March31,2024FinancialStatements.

d) Thereare no material events happened subsequent tothe endof March 31, 2024 that might affect theresultofsaidfinancialstatements.

e) Earnings (loss) per share is presented in the face of the unaudited statements of income for the periodendedMarch31,2024andMarch31,2023.

f) No significant events happened during the quarter that will affect the March 31, 2024 Unaudited FinancialStatements.

g) There are no seasonal aspects that had a material effect on the financial condition or results of operationof theCompany.

h) There is no foreseeable event that will trigger direct or contingent financial obligation that is materialtotheCompany,includinganydefaultofacceleratedobligation.

i) There are no material off-balance sheet transactions, arrangements, obligations and other relationshipoftheCompanywithotherentitiesorpersonsthatwerecreatedduringtheperiod.

j) Therearenochangesinestimatesofamountsreportedinpriorperiodsofthecurrentfinancialyear orchangesinestimatesofamountsreportedinpriorfinancialyearsthatcouldhavematerialeffect inthecurrentperiod.

k) Therearenoissuances,repurchases,repayments,repaymentsofdebtandequitysecurities.

l) Therearenochangesinthecompositionoftheissuerduringtheinterimperiod,includingbusiness combinations, acquisitionor disposal ofsubsidiariesand long term investments, restructuringand discountingoperationsduringtheperiod.

1.FinancialCondition(AsofMarch31,2024andMarch31,2023)

TotalassetsamountedtoP=665.022millionandP=679.343millionasofMarch31,2024andMarch31,2023, respectively.

TheCompany’scashandcashequivalentsamountedtoP =12.419millionasofMarch31,2024andP =99.500 millionasofMarch31,2023.TheCompanyextendeda loanof₱100MMtoCebuLandmastersInc.(CLI) resultingin87.52%netdecreaseintheaccount.

FinancialassetsatFVTPLamountedtoP =36.449millionandP =35.494millionasofMarch31,2024andas of March 31, 2023, respectively. The 2.69% increase is due to upward movement of market values of investmentsinstockstradedatPSE.

Receivables account as of March 31, 2024 amounted to P =2.062 million compared toP =1.275 million as of March 31, 2023. The 61.78% net increase mainly refers to interest receivable from money market placements(MMPs)anddividendreceivablefromvariousstockinvestmentsduringtheperiod.

Notes receivable of P =100 million as of March 31, 2024 refers to promissory note from CLI, with tenor of 362daysat8%perannum.

Other current assets consist of prepayments, prepaid taxes and input tax carry-overs. This amounted to P =1.760 million and P =1.519 million as of March 31, 2024 and March 31, 2023, respectively. The 15.90% netincreasemainlyrepresentsadditionalinputtaxesrecordedduringtheperiod.

FinancialassetsatFVOCIasofMarch31,2024amountedtoP =512.332millionandP =541.556millionasof March31,2023. The5.40%netdecreaseisduetodownwardadjustmentofthefairvalueoftheinvestment inHEDCandsaleofinvestmentinBenguetCorp.

Accounts payable and accrued expenses amounted to P =0.543 million and P=1.048 million as of March 31, 2024 and March 31, 2023, respectively. The 48.17% decrease is due to settlement of payables during the period.

Totalstockholders’equityasofasofMarch31,2024amountedtoP =605.889millionorP =3.717bookvalue pershareandP =617.109millionorP =3.786bookvaluepershareasofMarch31,2023.

2.ResultsofOperations(FortheQuarterendedMarch31,2024andMarch31,2023)

TheCompanypostedanetlossofP =0.569millionorP =0.003losspershareasofMarch31,2024compared toP =0.850millionasofMarch31,2023.

InterestincomeamountedtoP =1.583millionandP =0.958millionasofMarch31,2024andMarch31,2023, respectively. The increase is attributable to higher interest rates from MMPs and notes receivable during theperiod.

Dividend income amounted to ₱0.035 million and nil as of March 31, 2024 and December 31, 2023, respectively.Theincreasereferstocashdividendsfromvariousstockinvestments.

Other income amounted to P =0.105 million and P =0.080 as of March 31, 2024 and March 31, 2023 respectively.ThisreferstotherentalincomefromtheCompany’sownedparkingspacein TektiteTowers andmanagementservicesrenderedtoHEDC.

GeneralandadministrativeexpensesamountedtoP =0.631millionandP =0.553millionasofMarch31,2024 and March 31, 2023, respectively. The 14.12% increase accounts for higher stock transfer agent fees brought aboutbyrisingcostsofoperationsandsystemenhancements.

The Company’s net loss on fair value changes on financial assets at FVTPL amounted to P =1.659 million andP =1.334millionasofMarch31,2024andMarch31,2023,respectively.The24.37%increaseisdueto thedownwardmovementofinvestmentsinstocksduringtheperiod.

ProvisionforincometaxreferstotheMinimumCorporateIncomeTax(MCIT)of2%and1%asofMarch 31, 2024 and March 31, 2023, respectively. The Company set-up MCIT rather than the 25% regular corporate income tax because most of its income are from unrealized market changes of investments and passiveincomesubjecttofinaltax.

3.FinancialConditions(AsofMarch31,2024andDecember31,2023)

Total assets amounted to P =665.022 million as of March 31, 2024 compared to P =667.405 million as of December31,2023.

TheCompany’scashandcashequivalentsamountedtoP =12.419millionasofMarch31,2024comparedto P =111.061millionasofDecember31,2023.The88.82%netdecrease wasduetothe loanextended bythe CompanytoCLIamountingto₱100MM.

FinancialassetsatFVTPLamountedtoP =36.449millioncomparedtoP =38.107millionasofMarch31,2024 andDecember31,2023,respectively. The4.35%decreasereferstodownwardmovementofmarketvalues ofinvestmentsinstockstradedatPSEduringtheperiod.

Receivables account as of March 31, 2024 amounted to P =2.062 million compared toP =1.854 million as of December 31, 2023. The 11.22% increase mainly refers to interest receivable from MMPs and dividend receivablefromvariousstockinvestmentsduringtheperiod.

Notes receivable of P =100 million as of March 31, 2024 refers to the promissory note from CLI dated February1,2024,withtenorof362daysat8%perannum.

Decrease of 0.46% in financial assets at FVOCI refers to the downward movement in market value of investment inPERC.

Accounts payable and accrued expenses amounted to P =0.543 million and P=0.984 million as of March 31, 2024 and December 31, 2023, respectively. The 44.78% net decrease accounts for the settlement of payablesandaccrualsduringtheperiod.

Total stockholders’ equity as of March31, 2024 amounted toP =605.889 million or P3.717 book value per sharecomparedtoP =607.832millionor P3.729bookvalueasofDecember31,2023.

Exceptforitemsdiscussedabove,there arenomorechangesinthefinancialstatementsthatwillreachthe materialitythresholdof5%.

KEYPERFORMANCEINDICATORS(KPI):

The following liquidity and profitability ratios indicate acceptable levels of financial condition and performanceofthecompany:

0.0015:10.01:1Revenue/TotalAssets Earnings/(loss)pershare(0.004)(0.005)0.024NetIncome(Loss)/Issued&Outstanding Shares

Thereis anincreaseinthe Company’s current ratio asofMarch 31, 2024ascomparedtoMarch31,2023 mainlyduetotheincreaseincurrentassetsasaresultofincreaseincashfromsaleofinvestmentinBenguet Corp.inOctober2023.

ThereisadecreaseintheCompany’sdebt-equityratioasofMarch31,2024comparedtoMarch31,2023 due to decrease in stockholders’ equity during the period as a result of downward adjustment of the fair valueoftheinvestmentinHEDC.

Assetturnoverforthe1st quarter2024ishighercomparedtothe1st quarter2023duetoincreaseinrevenues duringtheperiodasaresultofhigherinterestincome.

Please refer to Financial Soundness Indicators for additional KPIs

DiscussionofindicatorsoftheCompany’slevelofperformance

ReceivableManagement

TheCompany’sreceivablesreportedintheStatementsofFinancialPositionincludethefollowing:

1. CashDividendsfromvariousstockinvestments.

2. Accrued Interest Receivable fromtheCompany’sshortterminvestmentsasofMarch31,2024of whichtheCompanywillreceiveuponmaturity.

Furthermore, the Company manages its receivables by monitoring on a regular basis to ensure timely executionofnecessaryinterventionsefforts.

LiquidityManagement

The Company has substantial investments in shares of stock which are not listed in the Philippine Stock Exchange and may not be readily convertible to liquid assets necessary to meet any potential additional liquidity requirements of the Company. Investment in unquoted securities included in financial assets at FVOCIamountedtoP =490.650millionasofMarch31,2024andDecember31,2023.

Managementof liquidity requires aflow andstockperspective. Constraint such as political environment, taxation,foreignexchange,interestratesandotherenvironmentalfactorscanimposesignificantrestrictions onfirmsinmanagementoftheirfinancialliquidity.

Seafront has considered the above factors and paid special attention to its cash flow management. The Companyidentifiesallitscashrequirementsforacertainperiodandinvestsunrestrictedfundstomaximize interestearnings,i.e.moneymarketplacements.

RateofReturnofEachStockholder

The Companyhasnoexistingdividend policy. However,theCompanyintendstodeclaredividendsinthe futureoutofitsunrestrictedretainedearningsinaccordancewiththeCorporationCodeofthePhilippines.

CostReductionEffort

In order to minimize expenses, the Company has engaged the services of PetroEnergy Resources Corporationtohandleitslegal,administrative,accountingandtreasuryfunctions.

Financialdisclosuresinviewofthecurrentfinancialcondition

The Company is still on wait-and-see attitude with respect to investing in other businesses. It has no intentionofincreasingitscapitalstock. Thecurrentmarketdoesnotwarrantanaggressivestancetowards investments. The Company is generating its funds from interest earnings on money market placements.

Therearenoknowntrends,demands,commitments,eventsoruncertaintiesthatwillhave materialimpact ontheCompany’sliquidity.

The Company assesses the financial risks exposures particularly on currency, interest credit, and market and liquidity risks. If any change thereof would materially affect the financial condition and results of operation of the Company, provide a discussion in the report on quantitative impact or such risks and includeadescriptionof enhancement inthecompany’sriskmanagementpoliciestoaddressthesame.

The Company’s principalfinancialinstrumentsinclude cashandcash equivalents,tradingand investment securities (financial assets at FVTPL) andreceivables.The main purpose of these financial instruments is tofundtheCompany’sworkingcapitalrequirements.

FinancialRiskManagementObjectivesandPolicies

Please refertoNote13.

PlanofOperations

As of March 31, 2024 the Company holds 11.33% interest in its investment in Hermosa Development Corporation(HEDC).

Significant progress has been made inPhase 2of HermosaEcozone Industrial Park(HEIP), including the completion of stone masonry retaining wall, roadways, underground utilities, and various site grading worksforoptimallanduse.Furthermore,newfacilities,suchasadministrativebuilding,telecommunication room, and security and maintenance building, have been completed. These developments show HEDC’s commitmenttoservethelocatorsandstakeholdersefficiently.

B. InvestmentinFinancialAssetsatFVTPLandFVOCItradedinthemarket

The Company will continue to closely monitor the prices of its securities as well as those specific factors which could directly or indirectly affect the prices of these instruments. Because such investments are subject to price risk due tochanges in market values, an expected decline inthe portfolio will prompt the Companytodispose ortrade thesecurities for replacementwithmore viableandlessriskyinvestmentsin thefuture.

WiththeCompany’scurrentcashposition,itcansustainitsneedsforoperatingexpenses.Theonlypossible materialcommitmentisacashcallfromHEDC,ofwhichisnotexpectedtocallinthenexttwelvemonths. Thus,itdoesnotintendtoraiseadditionalfunds.

Aside from the Company’s investments stated above, there are noother researches or development plans, andpurchaseorsaleofsignificantequipmentthattheCompanyexpectsperform.

PARTII-OtherInformation

The Company has no other information that need to be disclosed other than disclosures made under SEC Form17-C(ifany).

SEAFRONTRESOURCESCORPORATION

SUPPLEMENTARYINFORMATIONANDDISCLOSURESREQUIREDONSRC RULE68ASAMENDED MARCH31,2024

Philippine Securities and Exchange Commission (SEC) issued the amended Securities Regulation Code RuleSRCRule68whichconsolidatesthetwoseparate rulesandlabeledintheamendmentas“PartI”and “Part II”,respectively. Italsoprescribedthe additionalinformationand schedulerequirements forissuers ofsecuritiestothepublic.

BelowaretheadditionalinformationandschedulesrequiredbyRevisedSRCRuleNo.68,thatarerelevant totheCompany. ThisinformationispresentedforpurposesoffilingwiththeSECandisnotrequiredpart ofthebasicfinancialstatements.

ScheduleA.FinancialAssets

BelowisthedetailedscheduleoftheCompany’sfinancialassetsasofMarch31,2024:

NameofIssuingEntityandAssociationof EachIssue

FinancialassetsatFVTPL

EquitySecurities:

NameofIssuingEntityandAssociationof EachIssue

FinancialassetsatFVOCI

Debtequities

Quoted:

Unquoted:

EcozoneDevelopment

Numberof Sharesor Principal Amountof BondsandNotes

AmountShown inthe Statementof Financial Position Income Receivedand Accrued

Numberof Sharesor Principal Amountof Bondsand Notes AmountShown inthe Statementof

Thefairvalueforfinancialinstrumentstradedinactivemarketsatthereportingdateisbasedontheirquoted market price without any deduction for transaction costs. For securities in which current bid and asking pricesarenotavailable,thepriceofthemostrecenttransactionprovidesevidenceofthecurrentfairvalue

as long as there has not been a significant change in economic circumstances since the time of the transaction.

For unquotedfinancial securities, the Company uses its judgment to select the most appropriate valuation methodology to value its unquoted equity investments and make assumptions that are mainly based on market conditions existing at each reporting period. It involves directly measuring the fair value of the assets andliabilitiesofthe investee company,asmainly determinedbythe Company’s external appraiser. Assetsoftheinvesteecompanyconsistmainlyofparcelsoflandforsalewhichisadjustedtoitsfairvalue.

Schedule B. Amounts Receivable from Directors, Officers, Employees and Principal Stockholders (Other thanRelatedParties)

The Company has no outstanding receivables from its directors, officers, employees and principal stockholdersasofMarch31,2024andDecember31,2023.

Schedule C. Amounts Receivable from/Payable to Related Parties which are Eliminated during the ConsolidationofFinancialStatements

Notapplicable.

Schedule D.Long-termDebt

TheCompanyhasnooutstandinglong-termdebtasofMarch31,2024andDecember31,2023.

Schedule E.IndebtednesstoRelatedParties(LongTermLoansfromRelatedCompanies)

The Company has no long-term indebtedness to related parties as of March 31, 2024 and December 31, 2023.

Schedule F.GuaranteesofSecuritiesofOtherIssuers

The Company doesnothaveguaranteesofsecuritiesof otherissuers as of March31, 2024and December 31,2023.

ScheduleH.CapitalStock

SEAFRONTRESOURCESCORPORATION

SCHEDULEOFFINANCIALSOUNDNESSINDICATORS

Financial Soundness Indicators

Below are the financial ratios that are relevant to the Company for the 1st quarter ended March 31, 2024, March31,2023andfortheyearendedDecember31,2023:

(Unaudited)

(Unaudited)

*Earnings before interest, taxes, depreciation and amortization (EBITDA)

SEAFRONTRESOURCESCORPORATION

RECONCILIATIONOFRETAINED EARNINGSAVAILABLEFORDIVIDEND DECLARATION

MARCH31,2024

ThetablebelowpresentstheretainedearningsavailablefordividenddeclarationasofMarch31,2024:

Unappropriated retained earnings, as adjusted to available for dividend distribution,beginning P=103,635,665

Netlossduringtheperiodclosedtoretainedearnings (568,518)

Add:Non-actual/unrealizedincomenetoftax

Fairvaluelossadjustments(market-to-market) 1,658,516

Less:Non-actual/unrealizedincomenetoftax

Fairvaluegainadjustments(mark-to-market) ‒

Impairment loss on financial assets at fair value through other comprehensive income ‒

Netincomeearnedduringtheperiod 1,089,998

Less:Dividenddeclarationsduringtheperiod

Totalunappropriatedretainedearningsavailablefordividenddeclarationasof March31,2024 P=102,037,668

SEAFRONTRESOURCESCORPORATION

MAPOF RELATIONSHIPSOFTHECOMPANIESWITHINTHEGROUP

Group Structure

AllexistingstockholdersasofMarch31,2024neitherconstitutecontrolnorsignificantinfluenceover theCompany. Also,theCompany’sinvestmentsneither constitutecontrolnorsignificantinfluence.