A S 0 9 4 - 0 0 8 8 8 0 SEC Registration Number P E T R O E N E R G Y R E S O U R C E S C O R P O R A T I O N (Company’s Full Name) 7 T H F L O O R J M T B U I L D I N G A D B A V E N U E O R T I G A S C E N T E R P A S I G C I T Y (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 To be accomplished by SEC Personnel concerned File Number LCU Document ID Cashier
S T A M P S Remarks: Please use BLACK ink for scanning purposes.
COVERSHEET
April 24, 2023
PHILIPPINE STOCK EXCHANGE
9th Floor, Philippine Stock Exchange Tower 28th Street corner 5th Avenue, BGC Taguig City
Attention: Ms. Alexandra D. Tom Wong Officer-in-Charge, Disclosure Department
Subject: PetroEnergy Resources Corporation Acquisition of Common Shares
Gentlemen:
Tel: (+632) 8637-2917 Fax: (+632) 8634-6066 Visit: www.petroenergy.com.ph
Please see attached copy of the SEC Form 17C on acquisition of common shares.
Thank you.
Very truly yours,
Atty. Louie Mark . Limcolioc Assistant Corporate Secretary Compliance Officer 7F
JMT Building, ADB Avenue, Ortigas Center, Pasig City 1600, Metro Manila, Philippines
SECURITIES AND EXCHANGECOMMISSION SEC FORM 17-C
CURRENT REPORT UNDER SECTION 17 OF THE SECURITIES REGULATIONCODE AND
PetroEnergy Resources Corporation (PERC) signed a Share Purchase Agreement (SPA) with EEI Power Corporation (EEIPC) to acquire, upon fulfillment of all conditions therein, the latter’s common shares in PetroGreen Energy Corporation (PGEC) (213,675,516 shares), PetroSolar Corporation (6,993,800 shares) and PetroWind Energy Inc., (2,865,408 shares).
The move supports PERC’s plans to focus more on renewable energy and to increase its stake in existing and planned projects, taking advantage of the emerging opportunities in the industry.
PERC, through PGEC, now has 138 MW of RE operating capacity and has recently secured Php 1.8 Billion financing and major approvals for the expansion of its onshore wind project in Aklan.
SRC RULE 17.2(c) THEREUNDER 1. April 24, 2023 Date of Report (Date of earliest event reported) 2. SEC Identification Number: AS094-008880 3. BIR Tax Identification Number: 004-471-419-000 4. PETROENERGY RESOURCES CORPORATION Exact name of issuer as specified in its charter 5. Metro Manila, Philippines 6. (SEC Use Only) Province, country or other jurisdiction of incorporation Industry Classification Code: 7. 7F 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 Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding Common stock 568,711,842 shares 11. Indicate the item numbers reported herein: Item No. 9 – Other Events
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.
PETROENEGY RESOURCES CORPORATION
Issuer By: Atty. Louie Mark Limcolioc Assistant Corporate Secretary/ Compliance Officer
Date: April 24, 2023
C03038-2023
SEC FORM 17-C
1. Date of Report (Date of earliest event reported) Apr 24, 2023 2. SEC Identification Number ASO94-08880 3. BIR Tax Identification No. 004-471-419-000 4. Exact name of issuer as specified in its charter PETROENERGY RESOURCES 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, JMT Building ADB Ave., Ortigas Center, Pasig City 1605 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 and Amount of Debt Outstanding COMMON 568,711,842 11. Indicate the item numbers reported herein Item No. 9 TheExchangedoesnotwarrantandholdsnoresponsibilityfortheveracityofthefactsandrepresentationscontainedinallcorporate disclosures,includingfinancialreports.AlldatacontainedhereinarepreparedandsubmittedbythedisclosingpartytotheExchange,
SECURITIES AND EXCHANGE COMMISSION
CURRENT REPORT UNDER SECTION 17 OF THE SECURITIES REGULATION CODE AND SRC RULE 17.2(c) THEREUNDER
andaredisseminatedsolelyforpurposesofinformation.Anyquestionsonthedatacontainedhereinshouldbeaddresseddirectlyto theCorporateInformationOfficerofthedisclosingparty.
PetroEnergy Resources Corporation
PERC
PSE Disclosure Form 4-2 - Acquisition/Disposition of Shares of Another Corporation
References:SRCRule17(SECForm17-C)and Section4.4oftheRevisedDisclosureRules
Subject of the Disclosure
Acquisition of Common Shares
Background/Description of the Disclosure
PetroEnergy Resources Corporation (PERC) signed a Share Purchase Agreement (SPA) with EEI Power Corporation (EEIPC) to acquire, upon fulfillment of all conditions therein, the latter’s 213,675,516 common shares in PetroGreen Energy Corporation (PGEC).
Date of Approval by Board of Directors
Apr 20, 2023
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction
The support PERC’s plans to focus more on renewable energy and to increase its stake in existing and planned projects, taking advantage of the emerging opportunities in the industry. ;
Details of the acquisition or disposition
Date
Manner
Apr 24, 2023
Share sale through execution of a Share Purchase Agreement
Description of the company to be acquired or sold
PGEC is a joint venture corporation established between PERC, EPC and Kyuden International Corporation. After fulfillment of all conditions for the sale, EPC will no longer have any interest in PGEC.
The terms and conditions of the transaction
Number of shares to be acquired or disposed 213,675,516 Percentage to the total outstanding shares of the company subject of the transaction 7.5 Price per share 2.78
Nature and amount of consideration given or received
The consideration shall be paid in cash.
Principle followed in determining the amount of consideration
Based on fair market multiple valuation validated by a third-party appraisal report
Terms of payment
Payment in tranches with full payment expected by August 2023
Conditions precedent to closing of the transaction, if any
The usual conditions precedents (to closing) applicable in this kind of transaction.
Any other salient terms
None
N/A
Other Relevant Information
Filed on behalf by: Name
of the person(s) from whom the shares were acquired or to whom they were sold Name Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates EEI POWER CORPORATION House of Investments is the majority shareholder of EEI Corporation, the parent of EEI Power Corporation, who is also the majority shareholder of PetroEnergy Resources Corporation.
Identity
if any
Effect(s) on the business, financial condition and operations of the Issuer,
Louie Mark Limcolioc Designation Asst. Corporate Secretary
C03039-2023
SEC FORM 17-C
1. Date of Report (Date of earliest event reported) Apr 24, 2023 2. SEC Identification Number ASO94-08880 3. BIR Tax Identification No. 004-471-419-000 4. Exact name of issuer as specified in its charter PETROENERGY RESOURCES 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, JMT Building ADB Ave., Ortigas Center, Pasig City 1605 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 and Amount of Debt Outstanding COMMON 568,711,842 11. Indicate the item numbers reported herein Item No. 9 TheExchangedoesnotwarrantandholdsnoresponsibilityfortheveracityofthefactsandrepresentationscontainedinallcorporate disclosures,includingfinancialreports.AlldatacontainedhereinarepreparedandsubmittedbythedisclosingpartytotheExchange,
SECURITIES AND EXCHANGE COMMISSION
CURRENT REPORT UNDER SECTION 17 OF THE SECURITIES REGULATION CODE AND SRC RULE 17.2(c) THEREUNDER
andaredisseminatedsolelyforpurposesofinformation.Anyquestionsonthedatacontainedhereinshouldbeaddresseddirectlyto theCorporateInformationOfficerofthedisclosingparty.
PetroEnergy Resources Corporation
PERC
PSE Disclosure Form 4-2 - Acquisition/Disposition of Shares of Another Corporation
References:SRCRule17(SECForm17-C)and Section4.4oftheRevisedDisclosureRules
Subject of the Disclosure
Acquisition of Common Shares
Background/Description of the Disclosure
PetroEnergy Resources Corporation (PERC) signed a Share Purchase Agreement (SPA) with EEI Power Corporation (EEIPC) to acquire, upon fulfillment of all conditions therein, the latter’s 6,993,800 common shares in PetroSolar Corporation.
Date of Approval by Board of Directors Apr 20, 2023
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction
The support PERC's plans to focus more on renewable energy and to increase its stake in existing and planned projects, taking advantage of the emerging opportunities in the industry.
Details of the acquisition or disposition
Date Apr 24, 2023
Manner
Share sale through execution of a Share Purchase Agreement
Description of the company to be acquired or sold
PSC is a joint venture corporation established between PGEC and EPC. After fulfillment of all conditions for the sale, EPC will no longer have any interest in PSC.
The terms and conditions of the transaction
of shares to be acquired or disposed 6,993,800 Percentage to the total outstanding shares of the company subject of the transaction 44 Price per share 206.46
Number
Nature and amount of consideration given or received
The consideration shall be paid in cash.
Principle followed in determining the amount of consideration
Based on fair market multiple valuation validated by a third-party appraisal report
Terms of payment
Payment in tranches with full payment expected by August
Conditions precedent to closing of the transaction, if any
The usual conditions precedents (to closing) applicable in this kind of transaction.
Any other salient terms
None
Effect(s) on the business, financial condition and operations of the Issuer, if any
N/A
Other Relevant Information
Filed on behalf by: Name
Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates EEI POWER CORPORATION House of Investments is the majority shareholder of EEI Corporation, the parent of EEI Power Corporation, who is also the majority shareholder of PetroEnergy Resources Corporation.
Identity of the person(s) from whom the shares were acquired or to whom they were sold Name
Louie
Designation Asst. Corporate Secretary
Mark Limcolioc
C03037-2023
SEC FORM 17-C
1. Date of Report (Date of earliest event reported) Apr 24, 2023 2. SEC Identification Number ASO94-08880 3. BIR Tax Identification No. 004-471-419-000 4. Exact name of issuer as specified in its charter PETROENERGY RESOURCES 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, JMT Building ADB Ave., Ortigas Center, Pasig City 1605 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 and Amount of Debt Outstanding COMMON 568,711,842 11. Indicate the item numbers reported herein Item No. 9 TheExchangedoesnotwarrantandholdsnoresponsibilityfortheveracityofthefactsandrepresentationscontainedinallcorporate disclosures,includingfinancialreports.AlldatacontainedhereinarepreparedandsubmittedbythedisclosingpartytotheExchange,
SECURITIES AND EXCHANGE COMMISSION
CURRENT REPORT UNDER SECTION 17 OF THE SECURITIES REGULATION CODE AND SRC RULE 17.2(c) THEREUNDER
andaredisseminatedsolelyforpurposesofinformation.Anyquestionsonthedatacontainedhereinshouldbeaddresseddirectlyto theCorporateInformationOfficerofthedisclosingparty.
PetroEnergy Resources Corporation
PERC
PSE Disclosure Form 4-2 - Acquisition/Disposition of Shares of Another Corporation
References:SRCRule17(SECForm17-C)and Section4.4oftheRevisedDisclosureRules
Subject of the Disclosure
Acquisition of Common Shares
Background/Description of the Disclosure
PetroEnergy Resources Corporation (PERC) signed a Share Purchase Agreement (SPA) with EEI Power Corporation (EEIPC) to acquire, upon fulfillment of all conditions therein, the latter’s 2,865,408 common shares in PetroWind Energy Inc.
Date of Approval by Board of Directors
Apr 20, 2023
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction
The support PERC's plans to focus more on renewable energy and to increase its stake in existing and planned projects, taking advantage of the emerging opportunities in the industry.
Details of the acquisition or disposition
Date Apr 24, 2023
Manner
Share sale through execution of a Share Purchase Agreement
Description of the company to be acquired or sold
PWEI is a joint venture corporation established between PGEC, BCPG Wind Cooperatief U.A. and EPC. After fulfillment of all conditions for the sale, EPC will no longer have any interest in PWEI.
The terms and conditions of the transaction
Number of shares to be acquired or disposed 2,865,408 Percentage to the total outstanding shares of the company subject of the transaction 20 Price per share 227.38
Nature and amount of consideration given or received
The consideration shall be paid in cash.
Principle followed in determining the amount of consideration
Based on fair market
Terms of payment
Payment in tranches with full payment expected by August 2023
Conditions precedent to closing of the transaction, if any
The usual conditions precedents (to closing) applicable in this kind of transaction.
Any other salient terms
None
N/A
of the person(s) from whom the shares were acquired or to whom they were sold Name Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates EEI POWER CORPORATION House of Investments is the majority shareholder of EEI Corporation, the parent of EEI Power Corporation, who is also the majority shareholder of PetroEnergy Resources Corporation.
on the business, financial condition and operations of the Issuer, if any
Identity
Effect(s)
Name Louie Mark Limcolioc Designation Asst. Corporate Secretary
Other Relevant InformationFiled on behalf by:
