SRC DEFINITIVE - SEC FORM 20-IS 2022 - FOR SEC

COVER SHEET

Full Name)

Address: No. Street City/Town/Province)

4 0 9 7 9 SEC Registration Number

SEAFRONT RESOURCES CORPORATION

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

8637-2917

Telephone Number

31 December 2022 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 22, 2023 at 4:00 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 23, 2022;

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

(5) Confirmationand Ratification ofall acts, contracts and investments made and entered into byManagement and/or the Board of Directors during the period June 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 External Auditors;

(8) Other Matters; and

(9) Adjournment.

Only stockholders of record at close of business on May 05, 2023 shall be entitled to vote at said meeting or any adjournment 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 2022 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 01, 2023 until 5:00 p.m. of June 08, 2023 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 08, 2023 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 09, 2023. A sample proxy form will be enclosed in the Information Statement for your convenience.

ATTY. SAMUEL V. TORRES Corporate Secretary

MINUTES OF THE ANNUAL STOCKHOLDERS’ MEETING OF SEAFRONT RESOURCES CORPORATION

DATE : June 23, 2022

TIME : 4:00 p.m.

MANNER : Through Electronic Means of Communication

The Chairman, Mr. Roberto Jose L. Castillo, welcomed all the stockholders to the 2022 Regular Annual Stockholders’ Meeting (ASM), and mentioned that the ASM will be conducted through online and recorded video-streaming meeting in order to help avert the ongoing threat posed by the COVID-19 pandemic and to comply with the mandate of the Inter-Agency Task Force on Emerging Infectious Diseases’ advisory of avoiding physical mass gatherings.

He also mentioned that the procedures for the ASM were embodied in the Company’s Definitive Information Statement, which the Securities and Exchange Commission (SEC) approved. He then proceeded to mention that to accord the Stockholders the opportunity to participate in the ASM, the Stockholders were advised to register online. The stockholders were informed that only questions and concerns submitted online prior to the given deadline will be addressed during the ASM; and that those given during the ASM will be addressed through email after the ASM.

He then introduced the incumbent members of the Board of Directors of the Company, who were then present, while their pictures were being shown onscreen, as follows:

Ms. Milagros V. Reyes – Director/President

Mr. Medel T. Nera – Director/Treasurer

Mr. Basil L. Ong – Lead Independent Director

Mr. Nicasio I. Alcantara – Independent Director

Atty. Ernestine Carmen Jo D.

Villareal-Fernando – Independent Director

Ms. Yvonne S. Yuchengco – Director

Mr. Raul M. Leopando – Director

Mr. Victor V. Benavidez – Director

Mr. Roberto Jose L. Castillo – Chairman

I. CERTIFICATION OF SERVICE OF NOTICE

The Corporate Secretary, Atty. Samuel V. Torres, was called to submit proof of the notice of meeting. The Corporate Secretary certified that, pursuant to the alternative mode for distributing and providing the notice of meeting in connection with the holding of the Annual Stockholders’ Meeting for 2022, notices of the meeting were sent to all stockholders of record as of April 25, 2022 in four (4) ways to reach as many stockholders as possible

First, by publication of the Notice of the ASM, including the agenda, on May 30 and 31, 2022 in The Manila Bulletin and the Philippine Star, both in print and online editionsfor two (2) consecutive days, as evidenced by the Affidavits of Publications executed by the respective representatives of the publishers. Second, by disclosure with the Philippine Stock and Exchange, Inc. Third, by posting on the Company’s website. Finally, through email for those who have successfully registered online, consistent with applicable SEC Rules and the Company’s internal guidelines on participation by electronic means of communication or in absentia

II. DETERMINATION OF QUORUM / CALL TO ORDER

The Corporate Secretary certified that there was a quorum for the transaction of any business that may be properly brought before the body, with attendance of shareholders represented remotely or in absentia covering 4,148 shares (0.003%) and 107,333,284 shares (65.849%) represented by proxy, for a total of 107,337,432 shares (65.851%) out of the 163,000,000 total outstanding shares. Thereafter, the Chairman called the meeting to order.

III. APPROVAL OF THE MINUTES OF THE LAST REGULAR ANNUAL STOCKHOLDERS’ MEETING HELD ON JUNE 24, 2021

The Chairman mentioned that the minutes of the last Regular Annual Stockholder’s Meeting held on June 24, 2021 was made available in the Company’s website

SRC - Annual Stockholders’ Meeting, June 23, 2022 Page 2

Stockholders owning 65.851% of the outstanding shares have voted in favor of the following resolution:

“RESOLVED, That the Minutes of the Regular Annual Stockholders’ Meeting held on June 24, 2021 be, as it is hereby, approved.”

IV. APPROVAL OF MANAGEMENT REPORT AND THE 2021 AUDITED FINANCIAL STATEMENTS

The Chairman then requested the President, Ms. Milagros V. Reyes, to deliver the Management Report as follows:

“Dear Fellow Stockholders:

We are now entering a new phase into this pandemic with high hopes and a more positive outlook as we complete vaccination roll outs and resume business as usual. However, the lingering effects of the pandemic has undeniably affected our Company’s bottom line.

Seafront Resources Corporation’s net income decreased by 24% from P26.50 million in 2020 to P20.13 million in 2021. Most of our earnings came from dividends on our investment in Hermosa Ecozone Development Corporation (HEDC) amounting to P31.71 million. But this inflow was offset by the depressing and volatile market performance brought by the pandemic, and recently by major global and national events.

On a positive note, Hermosa Ecozone managed to sell 56,527 sqm of lots in 2021 translating to P323 million in revenues. We expect a more dynamic, lively investment atmosphere as the world starts to recover and we are hopeful that locators will be more optimistic with their investments. With your trust and support, our Company will be able to take advantage of this renewed confidence.

Thank you.”

SRC - Annual Stockholders’ Meeting, June 23, 2022 Page 3

After the presentation by the President, the Corporate Secretary reported that Stockholders owning 65.851 % of the outstanding shares have voted in favor of the following resolution:

“RESOLVED, as it is hereby resolved, that the 2021 Management Report and the 2021 Audited Financial Statements, as made available to the stockholders, be as they are hereby, noted and approved.”

V. CONFIRMATION AND RATIFICATION OF ALL ACTS, RESOLUTIONS, CONTRACTS AND INVESTMENTS MADE AND ENTERED INTO BY THE BOARD OF DIRECTORS AND MANAGEMENT DURING THE PERIOD

JUNE 24, 2021 to JUNE 23, 2022

A resolution for the confirmation and ratification of all acts, resolutions, contracts and investments made and entered into by the Management and/or the Board of Directors for the period June 24, 2021 to June 23, 2022 was shown on the screen.

After which, the Corporate Secretary reported that stockholders owning 65.851% of the outstanding shares have voted in favor of the resolution, to wit:

“RESOLVED, as it is hereby resolved that all acts, resolutions, contracts and investments made by Management and/or the Board of Directors for the period June 24, 2021 to June 23, 2022, be as they are hereby confirmed, ratified and approved.”

VI. ELECTION OF NINE (9) MEMBERS OF THE BOARD OF DIRECTORS FOR THE YEARS 2022-2023

The Chairman then tackled the next item in the Agenda. He then asked the Corporate Secretary if he has the list of nominees to the Board of Directors. The Corporate Secretary replied in the affirmative and that, as of April 25, 2022, the deadline for nominations, there were nine (9) nominees, screened and short listed by the Corporate Governance Committee for election as members of the Board of Directors, namely:

SRC - Annual Stockholders’ Meeting, June 23, 2022 Page 4

1. MILAGROS V. REYES – Director

2. ROBERTO JOSE L. CASTILLO – Director

3. MEDEL T. NERA – Director

4. YVONNE S. YUCHENGCO – Director

5. RAUL M. LEOPANDO – Director

6. VICTOR V. BENAVIDEZ – Director

7. NICASIO I. ALCANTARA – Independent Director

8. ERNESTINE CARMEN JO

D. VILLAREAL-FERNANDO – Independent Director

9. BASIL L. ONG – Lead Independent Director

Among these nominees, Mr. Nicasio I. Alcantara and Atty. Ernestine Carmen Jo D. Villareal-Fernando, whose respective terms as Independent Director have reached the nine (9) years maximum term limit in 2021, were nominated for retention and reelection as Independent Directors. As set by the Company’s Manual on Corporate Governance, pursuant to Securities and Exchange Commission (SEC) Memorandum Circular No. 19, Series of 2016, they can be retained and reelected upon meritorious justification and Stockholders’ approval The justification for said retention and reelection has been provided to the Stockholders in advance through the Information Statement.

The Corporate Secretary reported that all the shares represented in the meeting or 65.851% of the outstanding shares, have been voted in favor of the election of all the nine (9) nominees, including the extension and retention Mr. Alcantara and Atty. Villareal-Fernando as Independent Directors.

The Chairman then declared/proclaimed the above named nominees as elected members of the Board of Directors of the Corporation for the years 2022-2023

VII. APPOINTMENT OF THE COMPANY’S EXTERNAL AUDITORS

The Chairman stated that the Audit Committee recommended the re-appointment of the firm SyCip Gorres Velayo & Company (SGV) as the Company’s external auditor for the year ending December 31, 2022.

SRC - Annual Stockholders’ Meeting, June 23, 2022 Page 5

PRESENT:

SEAFRONT RESOURCES CORPORATION

2022 Annual Stockholders’ Meeting List of Attendees

Mr. Roberto Jose L. Castillo – Chairman Quezon City

Ms. Milagros V. Reyes – Director/President Pasig City

Mr. Medel T. Nera – Director/Treasurer

Quezon City

Mr. Nicasio I. Alcantara – Independent Director

Makati City

Atty. Ernestine Carmen Jo D. Villareal-Fernando – Independent Director

Quezon City

Mr. Basil L. Ong – Independent Director

Metro Manila

Ms. Yvonne S. Yuchengco – Director

Makati City

Mr. Raul M. Leopando – Director

Pasig City

Mr. Victor V. Benavidez – Director

Quezon City

SRC - Annual Stockholders’ Meeting, June 23, 2022 Page 7

OFFICERS:

Atty. Samuel V. Torres – Corporate Secretary Office/Grepalife

Atty. Louie Mark R. Limcolioc – Assistant Corporate Secretary (PetroEnergy Resources Corporation)

STOCKHOLDERS/OTHERS:

Carlota R. Viray Consultant/ PetroEnergy Resources Corporation

Maria Cecilia L. Diaz de Rivera PetroEnergy Resources Corporation

Shirley E. Belarmino

Maritess D. Reyes

Ma. Helen D. Agtarap

PetroEnergy Resources Corporation

PetroEnergy Resources Corporation

PetroEnergy Resources Corporation

Ma. Theresa Calate Seafront Resources Corporation

Kenneth C Lee

Narciso Jun T. Torres, Jr.

Ana Lea C. Bergado

Edward Joseph A. Maglinte

Martin Guantes

SyCip Gorres Velayo & Co.

SyCip Gorres Velayo & Co.

SyCip Gorres Velayo & Co.

SyCip Gorres Velayo & Co.

SyCip Gorres Velayo & Co.

Victoria T. Tomelden House of Investments

Alexander Anthony Galang House of Investments

Maria Elisa De Lara House of Investments

Leah Grace Ignacio House of Investments

MODERATORS:

Ms. Vanessa G. Peralta

Mr. Jerome A. Jardinero - END OF LIST -

SRC - Annual Stockholders’ Meeting, June 23, 2022 Page 8

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 2023 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 2023 ASM.

3. Approval of the Minutes of the Annual Stockholders’ Meeting held on June 23, 2022.

The Minutes of the Meeting held on June 23, 2022 are available at the Company’s website: www.seafrontresources.com.ph and at the PSE Edge.

4. Approval ofManagement Report and the 2022 Audited Financial Statements contained in the 2022 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 2021. 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 2022 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 2022.

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 23, 2022 to June 22, 2023.

The actions for approval are those taken bythe Board and/orits committees and the Management since the Annual Stockholders’ Meeting on June 23, 2022 until June 22, 2023, 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 2023-2024.

At its meeting held on May 08, 2023, the Corporate Governance Committee, as the standing committee of the BoardofDirectorsconstitutedforthepurposeof reviewingandevaluatingthequalificationsofpersonsnominated to become members of the Board ofDirectors (includingthe 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. Raul M. Leopando

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 2023- 2024 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 2023

SGV, one of the top auditing firms in the country, is fully accredited bythe SEC. A resolution for the appointment of the Company’s external auditor for 2023 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.

Check the appropriate box:

Preliminary Information Statement √ Definitive Information Statement

Name of Registrant as specified in its charter: SEAFRONT RESOURCES CORPORATION

Province, country or other jurisdiction of incorporation or organization: PASIG CITY, PHILIPPINES

SEC Identification Number: 40979

BIR Tax Identification Code: 000-194-465

6. Address of principal office: 7TH FLOOR, JMT BUILDING, #27 ADB AVENUE, ORTIGAS CENTER PASIG CITY 1605, PHILIPPINES

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

8. Date, time and place of the meeting of security holders: June 22, 2023 at 4:00 p.m. virtually or via online/remote communication. http://seafrontresources.com.ph/investor_relations.

9. Approximate date on which the Information Statement is first to be sent or given to security holders: May 23, 2023.

10. Securities registered pursuant to Section 4 and 8 of the RSA (information on number of shares and amount of debt is applicable only to corporate registrants):

Title of Each Class Number of Shares of Common Stock Outstanding Common 163,000,000 shares

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.

Information Required by Items of SEC Form 20-IS

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 22, 2023, at 4:00 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: 23 May 2023

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, 2023:

Number of Votes Entitled One (1) vote per share

Foreign Equity Ownership as of April 30, 2023: The Company Foreign equity ownership, as follows: No. of Shares

held by Filipino

b) Only holders of the Company’s stock of record at the close of business on May 05, 2023, 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 22, 2023 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, 2023

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

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

and

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 total shares include Filipino and Non-Filipino.

2. Security Ownership of Management as of April 30, 2023.

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

Name of Beneficial Owner Name and Position

Roberto Jose L. Castillo

Common Milagros V. Reyes

and Director

Common Basil L. Ong

Common Yvonne S. Yuchengco

Common Nicasio I. Alcantara

Common Medel T. Nera Director/Treasurer

Common Ernestine Carmen Jo D. Villareal-Fernando

Common Raul M. Leopando

Common Victor V. Benavidez

Common Samuel V. Torres

Common Louie Mark R. Limcolioc Asst. Corporate Secretary

As of April 30, 2023, 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

2018 to present

1999 to present

2021 to present

2017 to present

2000 to present

1995 to present

2017 to present

2011 to present

2012 to present

2011 to present

2006 to present

to present

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, 69, 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 PetroWind Energy, Inc., PetroGreen Energy Corporation, PetroSolar Corporation, Brightnote Assets Corporation, Hermosa Ecozone Development 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, 81, 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, 69, 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 RealtyCorporation, Y Tower II 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, 67, 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., Investment Managers, Inc., LandevCorp.,Malayan Colleges Laguna, 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, 80, 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 PartyTransactions Committee of theBDO 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 served as Directorof the BankOne Savings 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, 61, Filipino, Independent Director

Non-Listed: She is the Director of various corporations such as: CountryBankers Insurance Corporation, CountryBankers Life Insurance Corporation, Jose E. Desiderio, Inc. and Fuego y Hielo, Inc., Founding Partner, Platon Martinez Flores San Pedro Leano Fernando Panagsagan Bantilan 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, 71, 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 Universityof Sto. Tomas, Master’s Degree in Economics from the University of Sto. Tomas, Professional Development Program from CRC.

Mr. Raul M. Leopando, 72, Filipino, Director

Publicly-Listed Companies: He is presently a member of a Board of Director of UPSON International Corporation. Non Listed: He is a Director of Maibarara Geothermal Energy Corporation. 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, 71, Filipino, Independent Director

Publicly-Listed Companies: He is formerlyan Independent Director at PetroEnergyResources 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, 81, 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, 58, 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., Malayan Securities Corporation, Mapua Information TechnologyCenter, 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,SunLifeGrepa Financial,Inc.,YuchengcoMuseum,YGCCorporateServices, Inc., YRealtyCorporation,Y Tower 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 2022 and also Board Committee Meetings.

Nominees for Election as Members of the Board of Directors for the year 2022-2023:

The following incumbent directors have been nominated to the Board of Directors of the Company for the ensuing year 2023-2024 and have been approved for election by the Corporate Governance Committee at its meeting on May 08, 2023.

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. Raul M. Leopando – Director 8. Mr. Basil L. Ong – Independent Director

4. Ms. Yvonne S. Yuchengco - Director 9. Mr. Victor V. Benavidez– Director

5. Mr. Medel T. Nera– Director

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 Ernestine Carmen Jo Villareal-Fernando as Independent Directors

Mr. Nicasio I. Alcantara, 80, Filipino, Independent Director

Mr. Alcantara is a product of Ateneo de Manila Universitywith a 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, WWFPhilippines,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, 61, Filipino, Independent Director

Atty. Villareal-Fernando graduated fromthe Universityof the 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 of Atty. 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 Universityof the 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 reasonablybe 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 bythe 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 2022 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 anysuch officer or director been the subject of anycourt 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) Name Designation Compensation *

Milagros V. Reyes President -

Medel T. Nera Treasurer -

Atty. Samuel V. Torres Corporate SecretaryAtty. Louie Mark R. Limcolioc Asst. Corporate Secretary -

Summary Compensation Table (All Directors as a group)

All Directors as a group*

*all executive officers of the company do not receive any compensation. ** 2023 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 at P5000.00 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, 2022 and 2021: 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, 2022, there were no reported disagreements with Accountants on Accounting and Financial Disclosure.

Audit and audit- related fees

External audit fees amounted to P410,496 (inclusive of VAT) for the period ended December 31, 2022 and December 31, 2021 The fees were for the audit and review of the Company’s annual financial statements, and for services normally provided in connection with statutory and regulatory filings, and other similar engagements for year end 2022 and 2021

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 and any other form of tax services for year end 2022 and 2021

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 Companypasses upon and approves the AuditCommittee/BROC’s recommendations. The Audit/Board RiskOversight Committee (BROC), the Board of Directors 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 toanyplan pursuanttowhich cashornon-cashcompensation maybe paidordistributed.

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 2022 Annual Shareholders Meeting;

The Minutes of 2022 Annual Shareholders Meeting reflects the following:

1. Approval of Management Report and the 2021 Audited Financial Statements contained in the 2020 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 24 June 2021 to 23 June 2022

3. Election of Nine (9) members of the Board of Directors for the year 2022-2023.

4. Appointment of External Auditors.

b) Approval of Management Report and the 2022 Audited Financial Statements;

c) Confirmation and Ratification of all acts, contracts and investments made and entered into byManagement and/or the Board of Directors during the period of 23 June 2022 to 22 June 2023;

1. Constitution of various Committees and Appointment of Chairman and Members: (Organizational Meeting held June 23, 2022). 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 2023-2024

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 2023 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 2023 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 05, 2023.

SEAFRONT RESOURCES CORPORATION

By: SAMUEL V. TORRES 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, 2022 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 Companyimplemented a quasi-reorganization plan whereby(a)its authorized capital stockwas decreasedfromP800 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:

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

securities:

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.

To date, HEDC has already developed 1,244,769 sqm. of lots in Hermosa Ecozone Industrial Park (HEIP) area, of which 1,034,103 sqm. were sold as of December 31, 2022. Out of this total, 31,876 sqm. were sold in 2022. While the 200,000 sqm. are still awaiting for the PEZA Presidential Proclamation.

The fair value of investment in HEDC is determined using the adjusted net asset method wherein the assets of HEDC consisting mainlyof 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, 2022 and 2021. 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 moneywas spent for development activities for the last three fiscal years. The Companydoes 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, 2022 amounted to P3.222 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 Companyhas 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 consistingof industrial estates, residential communities, a golf and countryclub 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 P507 96 million and P404.38 million, as of December 31, 2022 and 2021, 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 Companyalso evaluates the credit ratingof thebankand 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, 2022 and 2021. No receivables are considered creditimpaired.

As of December 31, 2022 and 2021, the carrying values of the Company’s financial instruments represent maximum exposure as of reporting date.

Please refer to Note 14 of the 2022 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, 2022 and 2021

Please refer to Note 15 of the AFS for the table of the debt-to-equity ratios of the Company as of December 31, 2022 and 2021, respectively:

There were no changes in the objectives, policies or processes for the years ended December 31, 2022 and 2021

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.

PART II – SECURITIES OF THE REGISTRANT

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).

1.

3.

The Company’s common equity is traded in the Philippine

2. Holders

As of April 30, 2023, the Company has 4,683 stockholders.

Hereunder is the list of the top 20 Stockholders as of 30 April 2023:

4. China Banking Corporation T/A-SCA-#0010

5 China Banking

6. House

7. Yuchengco, Alfonso T.

8. Hydee

9. China Banking Corporation T/A-SCA-#0013

10. China Banking Corporation T/A-SCA-#0012

13. Pacific Basin Sec. Co., Inc.

14. Floreindo, Antonio O.

15. Paz, Wenceslao R. de

16. A.T. Yuchengco, Inc.

17. Pua Yok Bing

18.

Vicenta S.

Note: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 common shares.

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

3. The corporate acts of Alsons Consolidated Resources Inc. are carried out by its Board of Directors. Mr. Nicasio I. Alcantara is the current President of the Company.

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 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 2022 and 2021

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 outstandingcapitalstock, asmandatedbySection 3, Article XVlll of the ContinuingListingRequirements 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

1.Financial Condition (As of December 31, 2022 and 2021)

ASSETS

LIABILITIES AND EQUITY

Total assets amounted to P679.336 million and P573.623 million as of December 31, 2022 and December 31, 2021, respectively.

The Company’s cash and cash equivalents amounted to P99.386 million and P100.293 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 P36.828 million from P36.112 million as of December 31, 2022 and as of December 31, 2021, respectively. The 1.98% net increase is due to slight recoveryin 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 taxcarry-overs. This amounted to P1.446 million and P1.278 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 P540.609 million as compared with December 31, 2021 of P435.610 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 P1.138 million and P0.634 million as of December 31, 2022 and December 31,2021,respectively. The 79.43% net increase is attributable to additional accruals at the end ofDecember 2022.

The Company recognized Deferred tax liability amounting to P61.185 million and P45.649 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’ Equityas of December 31, 2022 is P617.013 million or P3.79 book value /share as compared with last year’s P527.340 million or P3.24 book value per share.

2.Results of Operations (For the years ended December 31, 2022, 2021 and 2020)

The Companyposted a Net income ofP1.211 million or P0.0074 earnings per share as compared with P20.131 million or P0.1235 earnings per share as of December 31, 2021.

Dividend income amounted to P0.419 million and P31.710 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 P1.681 million and P0.624 million as of December 31, 2022 and December 31, 2021, respectively. The increase is attributable to higher interest rates from Money Market Placement 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 gains/ (losses) in the changes in market values (of investment in stocks at FVTPL) from (P2.887) million last year to P0.716 million this year 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 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.

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

Total assets amounted to P573.623 million and P584.095 million as of December 31, 2021 and December 31, 2020, respectively.

The Company’s cash and cash equivalents amounted to P100.293 million and P77.118 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 P36.112 million from P38.399 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 P1.278 million and P1.175 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 P435.610 million as compared with December 31, 2020 of P467.050 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 P0.634 million and P0.802 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 P45.649 million and P51.104 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 P527.34 million or P3.24 book value /share as compared with last year’s P532.189 million or P3.26 book value per share.

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

The Company posted a Net income of P20.131 million or P0.1235 earnings per share as compared with P26.498 million or P0.1626 earnings per share as of December 31, 2020.

Dividend income amounted to P31.710 million and P34.029millionas ofDecember 31, 2021 and December 31, 2020, respectively. Bulk of this amounts pertains to cash dividend fromHEDC. Decline for the period is mainlydue to lower dividends from HEDC.

Interest income amounted to P0.624 million and P0.667 million as of December 31, 2021 and December 31, 2020, respectively. The slight decline is attributed to lower interests from Money Market Placement 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 P6.889 million last year to P2.287 million this year 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 30% 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%.

5. Financial Conditions (As of December 31, 2020 and 2019)

Total assets amounted to P584.095 million and P630.211 million as of December 31, 2020 and December 31, 2019, respectively.

The Company’s cashand cash equivalents amounted to P77.118 millionand P43.037 millionas ofDecember 31, 2020 and 2019, respectively. The 79.19% net increase was due to cash dividends received during the year, net of payment of working capital requirements.

Financial assets at fair value through profit or loss amounted to P38.399 million and P45.288 million as of December 31, 2020 and as of December 31, 2019, respectively. The 15.21% net decrease is due to decline in market values of investments in stocks traded at PSE.

The 13.12% 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 taxcarry-overs. This amounted to P1.175 million and P1.069 million as of December 31, 2020 and 2019, respectively. The 9.97% net increase in this account mainly represents additional input taxes recorded during the period.

Financial Assets at fair value through other comprehensive income account as of December 31, 2020 amounted to P467.050 million as compared with December 31, 2019 of P540.410 million. The net decrease pertains to the downward adjustment of the revaluation of the investment in HEDC (please refer to Note 8 of the 2020 AFS).

Accounts payable and accrued expenses amounted toP0.802 million and P0.583 million as of December 31, 2020 and December 31, 2019, respectively. The 37.71% net increase in this account is due to accrual of professional fees and other expenses during the period.

The Company recognized Deferred tax liability amounting to P51.104 million and P62.568 million. 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, 2020 is P532.189 million or P3.26/share book value as compared to December 31, 2020 of P567.060 million or P3.48 book value per share.

6. Results of Operations (For the years ended December 31, 2020 and 2019)

The Company posted a Net income of P26.498 million or P0.1626 earnings per share as of December 31, 2020 as compared with P32.422 million or P0.1989 earnings per share in December 31, 2019. The downturn in the bottomline figure is mainly due to the negative movements of the market values of the investments in stocks traded in the PSE.

Dividend income amounted to P34.029 million and P33.464millionas ofDecember 31, 2020 and December 31, 2019. Bulk of this amounts pertains to cash dividend from HEDC.

The changes in market values (of investment in stocks at FVTPL) amounted to net loss of P6.889 million as of December 31, 2020 as compared to net gain of P0.438 million as of December 31, 2019. The downturn is mainly due to the negative movements of the market values of the investments in stocks traded in the PSE, resulting from the slump of the market due to the COVID 19 pandemic.

Interest income amounted to P0.667 million and P0.416 as of December 31, 2020 and December 31, 2019, respectively. The increase is attributed to higher interests from Money Market Placement during the year.

Other income as of December 31, 2020 and 2019 pertains to - accounting services rendered by the Company to HEDC and rental income.

General and administrative expenses amounted to P1.637 million and P2.216 million as of December 31, 2020 and December 31, 2019, respectively. The decline mainly pertains to lower expenses attributed to the travel restrictions brought about by the COVID 19 pandemic.

Provision for income tax pertains to the Minimum Corporate Income Tax (MCIT) set-up. The Company set-up MCIT rather than the 30% regular tax because most of its income are from unrealized market changes of investments and passive income subject to final tax.

Except for items discussed above, there are no more changes in the financial statements that will reach the materiality threshold of 5%.

There are no events that will trigger direct or contingent financial obligation that is material to the company, including default or acceleration of an obligation.

There are no material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the company with unconsolidated entities or other persons created during the period.

As of December 31, 2022, there are no material commitments for capital expenditures.

There are no known trends, events or uncertainties that has material impact on sales.

Aside from discussed above, there are no other significant elements of income or loss.

The causes of the material changes from period to period of the financial statements, using the horizontal and vertical analysis are discussed above. Aside from those discussed, there are no other items that reached the material threshold of 5%.

There are no seasonal aspects that has material effect in the financial statements

The Philippine economy is still affected by economic crisis, resulting in fluctuating foreign exchange rates and increase stock market uncertainties. Uncertainties remain as to whether the country will continue to be affected by regional trends in the coming months. The financial statements do not include any adjustments that might result from these uncertainties. Related effects will be reported in the financial statements, as they become known and estimable.

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, 2022 the Company holds 11.3% interest in its investment in Hermosa Development Corporation (HEDC).

The Management of HEDC is taking all efforts to sell its saleable property, proceeds of which will be used to finance the development of the undeveloped portions of the property. Portions of the proceeds were also declared as dividends to its stockholders.

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 fromthe Company’s investments stated above, there are no other researches ordevelopment plans, and purchase 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 P507.957 million and P404.381 million as of December 31, 2022 and 2021, 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 itscashrequirements for a certainperiod and invests unrestricted funds to maximize interest earnings, i.e. moneymarket 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 2022 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, 2022, 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. The CompanyisadoptingtheIntegrated Annual CorporateGovernance 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 fromthe 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, 2022, 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, 2022 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 2022 AFS

6. Breakdown of Accounts payable and accrued expenses

7. As of December 31, 2022, 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 05, 2023 in Pasig City

SEAFRONT RESOURCES CORPORATION

By:

Issuer

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 2023 Annual Stockholders’ Meeting (ASM). Instead, the Company will conduct the 2023 ASM scheduled on June 22, 2023 at 4:00 PM by remote communication and will conduct electronic voting in absentia.

Only stockholders of record as of May 5, 2023 are entitled to participate and vote in the 2023 ASM.

The Company has adopted the following procedures and requirements to enable its stockholders to participate and vote in the 2023 ASM:

I. ONLINE REGISTRATION STEPS AND REQUIREMENTS

A. Stockholders may register from 9:00 AM of June 01, 2023 until 5:00 PM of June 08, 2023 to signify his/her/its intention to participate in the 2023 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 thefollowing requirements to the Office of the Corporate Secretaryvia 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 2023 ASM through electronic voting in absentia. The deadline for registration is 5:00 PM of 08 June 2023. 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 bythe 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 08 June 2023 to cast their votes in absentia. Stockholders will not be allowed to cast votes during the livestream of the 2023 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 copyof the dulysigned 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 08 June 2023

(4) Validation of proxies will be on 09 June 2023

(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 08 June 2023

C. The proceedings during the 2023 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 2023 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 22 June 2023 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

I. Approval of Minutes of the Annual Meeting on June 23, 2022

II. Approval of Management Report and the 2022 Audited Financial Statements contained in the 2022 Annual Report

III. Confirmation and Ratification of all acts, contracts and investment made and entered during the period June 23, 2022 to June 22, 2023

IV. Election of Directors for the year 2023-2024

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. Raul M. Leopando

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 2023

For Against Abstain

PRINTED NAME OF STOCKHOLDER

AUTHORIZED SIGNATORY

THIS PROXY SHOULD BE SUBMITTED UNTIL 5:00 PM OF 08 JUNE 2023, TO THE OFFICE OF 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, WILLBE 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 2023 STOCKHOLDERS’ MEETING

ELECTRONIC VOTING IN ABSENTIA

B. Dulyregistered stockholders have the option to vote for the matters contained in the agenda for the 2023 ASM through electronic voting in absentia. The deadline for registration is 5:00 PM of 08 June 2023. 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 of the Corporate Secretaryand 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 08 June 2023 to cast their votes in absentia. Stockholders will not be allowed to cast votes during the livestream of the 2023 ASM

Item No.

Subject

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

II. Approval of Management Report and the 2022 Audited Financial Statements contained in the 2022 Annual Report

III. Confirmation and Ratification of all acts, contracts and investment made and entered during the period June 23, 2022 to June 22, 2023.

IV. Election of Directors for the year 2023-2024

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. Raul M. Leopando

7. Medel T. Nera

8. Basil L. Ong

9. Victor V. Benavidez

VI. Appointment of External Auditors

Action

For Against Abstain

STATEMENT OF MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL STATEMENTS

Securities and Exchange Commission

PICC, Roxas Boulevard, Pasay City

The management ofSeafront Resources Corporation is responsible for the preparation and fair presentation ofthe financial statements including the schedules attached therein, for the years ended December 3l ,2022 and 2021, in accordance with the prescribed financial reporting framework indicated therein, and for such internal control as management determines is necessary to enable the preparation of financial statements that are liee from material misstatement, whether due to liaud or effor.

In preparingthe financial statements, management is responsible for assessing the Company's ability to continue as a going concem, disclosing, as applicable matters related to going concern and using the going concern basis ofaccounting unless management either intends to liquidate the Company or 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 submits the same to the stockholders or members.

SyCip Gorres Velayo & Co., the independent auditor appointed by the stockholders, has audited the financial statements ofthe company in accordance with Philippine Standards on Auditing, and in its report to the stockholders or members, has expressed its opinion on the fairness ofpresentation upon cornpletion ofsuch audit.

Jose L.

SUBSCRIBED AND SwoRN to me before this APR 1 4 2023

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

Roberto Jose L. Castillo Jr.

Milagros !. Reyes

Medel T. Nera

Doc. No. 49P ; Page No. 12 ; Book No. lll ; Series of2023.

Ma. Theresa A. Calate

From: eafs@bir.gov.ph

Sent: April 17, 2023 12:52 pm

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.

HiSEAFRONTRESOURCESCORPORATION,

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TransactionCode:AFS-0-669JBBAA02PQ2VVTXQVPSQXZZ0BBJ75J6B

SubmissionDate/Time:Apr17,202312:52PM

CompanyTIN:000-194-465

Pleaseberemindedthatyouacceptedtheterms andconditionsfortheuseofthisportalandexpresslyagree, warrantandcertifythat:

 Thesubmittedforms,documentsandattachmentsarecomplete,truthfulandcorrectbasedonthe personalknowledgeandthesamearefromauthenticrecords;

 ThesubmissioniswithoutprejudicetotherightoftheBIRtorequireadditionaldocument,ifany,for completionandverificationpurposes;

 Thehardcopiesofthedocumentssubmittedthroughthisfacilityshallbesubmittedwhenrequiredby theBIRintheeventofaudit/investigationand/orforanyotherlegalpurpose.

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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

Report on 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, 2022 and 2021, 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, 2022, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2022 and 2021, and its financial performance and its cash flows for each of the three years in the period ended December 31, 2022 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=507.96 million as of December 31, 2022 representing 74.77% of its total assets. The Company used the adjusted net asset method in estimating the fair value, which involved directly measuring the fair value of the assets and liabilities of the investee company, determined mainly by the Company’s external appraiser. This matter is significant to our audit because estimating the fair value of an unquoted equity instrument is inherently subjective as it involves the application of significant judgment in selecting the valuation technique and in using valuation inputs that are not observable in the market. The assumptions include comparative sales price of substitute properties and cost to develop the parcels of land of HEDC by reference to historical and market data on comparable properties as determined by the Company’s external appraiser.

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

Audit response

We involved our internal specialist in the review of the scope, bases, and methodology assumptions used in the valuation and results of the work by the Company’s external appraiser. We reviewed the Company’s disclosures on the sensitivity of the fair value measurement to changes in unobservable inputs. We also considered the competence, capabilities and objectivity of management’s external appraiser who prepared the valuation estimates.

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, 2022, 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, 2022 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.

3 -

Responsibilities

of Management and Those Charged with Governance 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 the Audit 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.

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.

Report on the Supplementary Information Required Under Revenue Regulations No. 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 on the audit resulting in this independent auditor’s report is Ana Lea C. Bergado.

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

SEC Partner Accreditation No. 80470-SEC (Group A)

Valid to cover audit of 2021 to 2025 financial statements of SEC covered institutions

SEC Firm Accreditation No. 0001-SEC (Group A)

Valid to cover audit of 2021 to 2025 financial statements of SEC covered institutions

BIR Accreditation No. 08-001998-063-2020, November 27, 2020, valid until November 26, 2023

PTR No. 9369782, January 3, 2023, Makati City

April 14, 2023

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

LIABILITIES AND EQUITY

Current Liability Accounts payable and accrued expenses (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 FVTPL (Note 8)

EXPENSES AND CHARGES General and administrative expenses (Note 11)

Net loss on fair value changes on financial assets at FVTPL (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 in value of remaining real estate

Total other 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 2022, 2021 and 2020

See accompanying Notes to Financial Statements.

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

SEAFRONT RESOURCES CORPORATION

STATEMENTS OF CASH FLOWS

CASH FLOWS FROM OPERATING ACTIVITIES

Adjustments for:

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

(Note 9)

(Note 6)

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of financial assets at FVOCI (Note 8) (1,001,721) ‒

Proceeds from disposal of financial assets at FVOCI (Note 8) ‒ 1,004,210

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 April 14, 2023.

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 2022. The adoption of these new standards did not have an impact on the financial statements of the Company.

 Amendments to PFRS 3, Reference to the Conceptual Framework

 Amendments to PAS 16, Property, Plant and Equipment: Proceeds before Intended Use

 Amendments to PAS 37, Onerous Contracts – Costs of Fulfilling a Contract

 Annual Improvements to PFRSs 2018-2020 Cycle

 Amendments to PFRS 9, Financial Instruments, Fees in the ’10 per cent’ test for derecognition of financial liabilities

 Amendments to PAS 41, Agriculture, Taxation in fair value measurements

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, 2023

 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

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

Effective beginning on or after January 1, 2025

 PFRS 17, Insurance Contracts

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 Significant Accounting Policies

Cash and Cash Equivalents

Cash includes cash on hand and in banks. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash with original maturities of three (3) months or less and that are subject to an insignificant risk of changes in value.

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 and the Company’s business model for managing them. The Company initially 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.

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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

Financial liabilities are classified, at initial recognition, as financial liabilities at FVTPL, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.

All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.

Subsequent measurement

The measurement of financial liabilities depends on their classification, as described below:

 Financial liabilities at FVTPL

 Loans and borrowings

Loans and borrowings

After initial recognition, interest-bearing loansand borrowings are subsequentlymeasured at amortized cost using the EIR method. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the EIR amortization process.

Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included as finance costs in the statement of comprehensive income.

The Company’s loans and borrowings include accounts payable and accrued expenses, excluding statutory liabilities.

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.

When the Company has transferred its rights to receive cash flows from an asset and has neither transferred nor retained substantially all the risks and rewards of the asset nor transferred control of the asset, the asset is recognized to the extent of the Company’s continuing involvement in the asset. Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Company could be required to repay.

Financial liabilities

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

Where an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognized in profit or loss.

Offsetting of Financial Instruments

Financial assets and financial liabilities are set off and the net amount is reported in the statement of financial position if there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, or to realize the asset and settle the liability simultaneously.

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.

Diluted earnings per share, if applicable, is computed on the basis of the weighted average number of shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on the conversion of all the dilutive potential ordinary shares into ordinary shares. There are no dilutive potential common shares that would require disclosure of diluted earnings per common share in the financial statements.

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 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.

Provisions and Contingencies

Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of apastevent, it is probablethatanoutflowofresources embodying economicbenefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are reviewed at each reporting date and adjusted to reflect the current best estimate.

Contingent liabilities are not recognized in the financial statements. They are disclosed unless the possibility of an outflow of resources embodying economic benefits is remote. Contingent assets are not recognized in the financial statements but are disclosed when an inflow of economic benefits is probable. Contingent assets are assessed continually to ensure that developments are appropriately reflected in the financial statements. If it has become virtually certain that an inflow of economic benefits will arise, the asset and the related income are recognized in the financial statements.

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=3.22 million and P=3.29 million as of December 31, 2022 and 2021, 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.

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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, 2022 and 2021, 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

Cash in banks (Note 7)

(Note 7)

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=1.68 million, P =0.62 million and P =0.67 million in 2022, 2021 and 2020, 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 follow:

Assets

and cash equivalents (Note 6)

assets at FVTPL (Note 8)

assets at FVOCI - government securities (Note 8)

(Note 9) and

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

(Note 9)

(Note 6)

(Note 7)

FVOCI (Note 14)

Financial Assets at FVTPL

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

The net gain on fair value changes on financial assets atFVTPL amounted toP=0.72 million for the year ended December 31, 2022, while the net loss on fair value changes on financial assets at FVTPL amounted to P =2.29 million and P =6.89 million for the years ended December 31, 2021 and 2020, respectively.

The movements in financial assets at FVTPL for the years ended December 31 follow:

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:

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

Benguet Corporation (Note 14)

Unquoted equity security: Hermosa Ecozone Development Corporation (HEDC) (Note 14) 507,957,260 404,381,880 Investments in government securities (Note 7 and 14) 3,885,443 3,034,787

The movements in financial assets at FVOCI for the years ended December 31 follow:

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

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, 2022 and 2021. 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, 2022 and 2021, 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, 2022 and 2021, 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

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 consist of penalties paid, office supplies, bank charges, notarial fees, among others.

12. Income Taxes

a. The current provision for income tax for the years ended December 31, 2022, 2021 and 2020 represents MCIT.

b. As of December 31, 2022 and 2021, the Company did not recognize deferred tax assets on the carryforward benefits of the following NOLCO and excess MCIT over RCIT 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.

The details of unexpired MCIT and NOLCO are as follows:

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

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

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

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

31, 2022

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:

of MCIT follows:

c. As of December 31, 2022 and 2021, the Company recognized deferred tax liability amounting to P =61.19 million and P=45.65 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:

Income tax at 25% in 2022 and 2021 30% in 2020

Add (deduct) reconciling items: Movement in unrecognized DTA

Interest income subjected to final tax

Net loss (gain) on fair value changes on financial assets at FVTPL

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:

* included as part of accounts payable and accrued expenses

* 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, 2022, 2021 and 2020.

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, 2022 and 2021 are shown below:

Valuation technique Significant unobservable

Unquoted equity shares at FVOCI

Adjusted net asset value method

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 -10% in 2022 and -20% to +20% in 2021.

Significant favorable(unfavorable) adjustments totheaforementionedfactorsbasedontheprofessional 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, 2022 and 2021 based on contractual undiscounted payments.

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:

(decrease) in market price

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, 2022 and 2021. No receivables are considered credit-impaired.

As of December 31, 2022 and 2021, 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, 2022 and 2021:

assets at FVTPL:

assets at FVOCI:

The following tables show financial instruments recognized at fair value as of December 31, 2022 and 2021, 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 2022 and 2021.

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, 2022 and 2021.

The table below demonstrates the debt-to-equity ratios of the Company as of December 31, 2022 and 2021:

There were no changes in the objectives, policies or processes for the years ended December 31, 2022 and 2021.

The Company has declarable dividends amounting to P=100.95 million as of December 31, 2022.

The Company’s track record of capital stock is as follows:

Listing date - May 7, 1974 10,000,000,000 P =0.01/share November 5, 1973

Add (deduct):

50% stock dividend 5,000,000,000 0.01/share November 27, 1981 60% stock dividend 9,000,000,000 0.01/share October 31, 1990

1:2.400

1:2.125stock rights offering

September 28, 1992

0.01/share February 8, 1994 15% stock dividend 7,500,000,000 0.01/share January 20, 1997

Change in parvalue from P =0.01/share to P =1.00/share (56,925,000,000) August 14, 1997

Quasi-reorganization (412,000,000) 1/share October 5, 1998

(Forward)

16. Basic and Diluted Earnings Per Share

The computations of the Company’s basic earnings per share are as follows:

The Company has no potentially dilutive common stock in 2022, 2021 and 2020.

INDEPENDENT AUDITORS’ 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, 2022 and 2021 and for each of the three years in the period ended December 31, 2022, included in this Form 17-A and have issued our report thereon dated April 14, 2023. 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

SEC Partner Accreditation No. 80470-SEC (Group A)

Valid to cover audit of 2021 to 2025 financial statements of SEC covered institutions

SEC Firm Accreditation No. 0001-SEC (Group A)

Valid to cover audit of 2021 to 2025 financial statements of SEC covered institutions

BIR Accreditation No. 08-001998-063-2020, November 27, 2020, valid until November 26, 2023

PTR No. 9369782, January 3, 2023, Makati City

April 14, 2023

SEAFRONT RESOURCES CORPORATION

SUPPLEMENTARY INFORMATION AND DISCLOSURES REQUIRED ON REVISED SRC RULE NO. 68

DECEMBER 31, 2022

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, 2022:

Name of IssuingEntityandAssociation of Each Issue

at FVTPL

Number of Shares or Principal Amount of Bonds and Notes

Amount Shown in the

Name of Issuing Entity and Association of Each Issue Number of Shares or Principal Amount of Bonds and Notes Amount Shown

Financial assets at FVTOCI

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, related parties and principal stockholders as of December 31, 2022.

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, 2022.

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, 2022.

Schedule F. Guarantees of Securities of Other Issuers

The Company does not have guarantees of securities of other issuers as of December 31, 2022.

Schedule G. Capital Stock

SEAFRONT RESOURCES CORPORATION

SCHEDULE OF FINANCIAL SOUNDNESS INDICATORS

AS OF DECEMBER 31, 2022 AND 2021

Financial Soundness Indicators

Below are the financial ratios that are relevant to the Company for the years ended December 31, 2022 and 2021:

*Earnings before interest, taxes, depreciation and amortization (EBITDA)

SEAFRONT RESOURCES CORPORATION

RECONCILIATION OF RETAINED EARNINGS AVAILABLE FOR DIVIDEND DECLARATION

DECEMBER 31, 2022 Unappropriated

Adjusted

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) 715,724

Impairment loss on financial assets at fair value through other comprehensive income

Net income earned during theyear 496,177

Less: Dividend declarations during the year

Total

SEAFRONT RESOURCES CORPORATION

MAP OF RELATIONSHIPS OF THE COMPANIES WITHIN THE GROUP

Group Structure

All existing stockholders as of December 31, 2022 neither constitute control nor significant influence over the Company. Also, the Company’s investments neither constitute control nor significant influence.

1ST QUARTERLY REPORT 2023

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

Sent: May 15, 2023 2:29 PM

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

Subject: Re: CGFD_SEAFRONT RESOURCES CORPORATION_SEC 17 Q 1st Quarter 2023_15May2023

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 SecondaryReports. Official copy of the submitted document/report with Barcode Page (Confirmation Receipt) will be made available after 7 working days via order from receipt through the SEC Express System at https://secexpress.ph/. Or you may call 8737-8888 for further clarifications.

NOTICE

Please be informed that selected reports should be filed through ELECTRONIC FILING AND SUBMISSION TOOL (EFAST). https://cifss-ost.sec.gov.ph/user/login

such as: AFS, GIS,GFFS, LCFS, LCIF, FCFS. FCIF, IHFS, BDFS, PHFS etc. ANO, ANHAM, FS-PARENT, FSCONSOLIDATED, OPC_AO, AFS WITH NSPO FORM 1,2,3 AND 4,5,6, AFS WITH NSPO FORM 1,2,3(FOUNDATIONS)

Further,pursuanttoSECMemorandumCircularNo.3,seriesof2021,scannedcopiesoftheprintedreportswith wet signature and proper notarization shall be filed in PORTABLE DOCUMENT FORMAT (PDF) Secondary Reports such as:

17-A,17-C,17-L,17-Q,ICASR,ICA-QR,ICA-AR,23-A,23-B,I-ACGR,ACGR,MonthlyReports,QuarterlyReports, Letters, OPC(ALTERNATE NOMINEE),GIS-G, 52-AR, IHAR,AMLA-CF,NPM,NPAM, BP-FCLC, CHINESEWALL, 39AR,36-AR,PNFS,MCG,S10/SEC-NTCE-EXEMPT, through email at

For your information and guidance.

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QUARTERLYREPORT PURSUANTTO SECTION11 OFTHESECURITIESSREGULATIONCODE(SRC) ANDSRCRULE17(a)-1(b)(2)THEREUNDER

1. March31,2023 Forthequarterlyperiodended

2. SECIdentificationNumber 40979

3. SeafrontResourcesCorporation Exactnameofregistrantasspecifiedinitscharter

4. Manila,Philippines

3. BIRTaxIdentificationNo.000-194-465-000

5. (SECUseOnly) Province, countryorotherjurisdiction IndustryClassificationCode: ofincorporation

5. 7th Floor,JMTCondominium,ADBAvenue,OrtigasCenter,Pasig City 1605 Addressofprincipaloffice PostalCode

6. (632)8637-29-17 Registrant’stelephonenumber,includingareacode

7. Notapplicable Formername, formeraddressandformerfiscalyear,ifchangedsincelastreport

8. Securitiesregisteredpursuantto Sections8 and12oftheCode,orSections4and8oftheRSA

TitleofEachClass NumberofSharesofCommonStock Outstanding

Common(parvalueofP1.00/share)

AmountofDebtOutstanding

163,000,000

₱62,233,847

9. AreanyorallofthesecuritieslistedonthePhilippineStockExchange?

Allissuedandoutstandingcommonsharesarelisted in thePhilippineStockExchange

10. Indicatebycheckmarkwhethertheregistrant:

(a) hasfiled allreports required to be filedbySection 11 of theSecurities Regulation Code(SRC) andSRCRule11(a)-1thereunderandSections26and141oftheCorporationCodeofthePhilippines,during thepreceding 12months(orforsuchshorterperiodtheregistrantwasrequiredtofilesuchreports)

Yes[]

(b) hasbeensubjecttosuchfilingrequirementsforthepast90days

Yes[]

PARTI FINANCIALINFORMATION

Item1.FinancialStatements

1. StatementsofFinancialPosition

AsofMarch31,2023,March31,2022andDecember31,2022

2. StatementsofIncome

Forthe1st quarterendedMarch 31,2023andMarch31,2022

3. StatementofChangesinEquity

AsofMarch31,2023,March31,2022andDecember31,2022

4. StatementofCashflows

AsofMarch31,2023,March31,2022andDecember31,2022

5. NotestoFinancialStatements

Item2.ManagementDiscussionandAnalysisofFinancialConditionandResultsof Operations

1.FinancialCondition–March31,2023and March31,2022

2.ResultsofOperations– Forthequarterended March31,2023 and March31,2022

3.FinancialCondition–March31,2023and December31,2022

4.KeyPerformanceIndicator

5.DiscussionofIndicatorsoftheCompany’sLevelofPerformance

SEAFRONTRESOURCESCORPORATION

STATEMENTSOFFINANCIALPOSITION

ASSETS CurrentAssets

LIABILITIESANDEQUITY

SEAFRONTRESOURCESCORPORATION

STATEMENTSOFCOMPREHENSIVEINCOME 31-Mar-23 (Unaudited) 31-Mar-22 (Unaudited) REVENUES

OTHERCOMPREHENSIVEINCOME(LOSS) Items not to be reclassified to profit or loss in subsequent periods: Netunrealizedgains(losses)onfinancialassetsatFVOCInetof

See accompanying Notes to Financial Statements.

SEAFRONTRESOURCESCORPORATION

STATEMENTSOFCHANGESINEQUITY

CapitalStock Net Unrealized Gains(Loss) on Financial Assetsat FVOCI Retained Earnings (Deficit) Total

Forthe1st QuarterEndedMarch31,2023(Unaudited)

See accompanying Notes to Financial Statements.

Forthe1st QuarterEndedMarch31,2022(Unaudited)

FortheYearEndedDecember31,2022(Audited)

SEAFRONTRESOURCESCORPORATION

STATEMENTSOFCASHFLOWS

CASHFLOWSFROMOPERATINGACTIVITIES Income(loss)beforeincometax

CASHFLOWSFROMINVESTINGACTIVITIES

(Unaudited) (Unaudited) (Audited)

CASHANDCASHEQUIVALENTSAT

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 Companyadoptedthefollowingnewstandardseffectivein2022. Theadoptionofthesenewstandards didnothaveanimpactonthe financialstatementsoftheCompany.

 AmendmentstoPFRS3, Reference to the Conceptual Framework

 AmendmentstoPAS16, Property, Plant and Equipment: Proceeds before Intended Use

 AmendmentstoPAS37, Onerous Contracts – Costs of Fulfilling a Contract

 Annual Improvements to PFRSs 2018-2020Cycle

 AmendmentstoPFRS9, Financial Instruments, Fees in the ’10 per cent’ test for derecognition of financial liabilities

 AmendmentstoPAS41, Agriculture, Taxation in fair value measurements

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, 2023

 AmendmentstoPAS1andPFRSPracticeStatement2, Disclosure of Accounting Policies

 AmendmentstoPAS8, Definition of Accounting Estimates

 AmendmentstoPAS12, Deferred Tax related to Assets and Liabilities arising from a Single Transaction

Effective beginning on or after January 1, 2024

 AmendmentstoPAS1, Classification of Liabilities as Current or Non-current

 AmendmentstoPFRS16, Lease Liability in a Sale and Leaseback

Effective beginning on or after January 1, 2025

 PFRS17, Insurance Contracts

Deferred effectivity

 AmendmentstoPFRS10, Consolidated Financial Statements,andPAS28, Sale or Contribution of Assets between an Investor and its Associate or Joint Venture

4. SummaryofSignificantAccountingPolicies

CashandCashEquivalents

Cash includes cashon hand and in banks. Cash equivalents are short-term, highly liquidinvestments that are readily convertible to known amounts of cash with original maturities of three (3) months or lessandthataresubjecttoaninsignificantriskofchangesinvalue.

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 cash flow characteristics and the Company’s business model for managing them. The Company initiallymeasuresafinancialassetatitsfairvalueplus,inthecaseofafinancialassetnotatfairvalue throughprofitorloss,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 default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for whichthere has been a significant increase in credit risk since initial recognition, aloss allowanceisrequiredforcreditlossesexpectedovertheremaininglifeoftheexposure,irrespectiveof thetimingofthedefault(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

Financial liabilities are classified, at initial recognition, as financial liabilities at FVTPL, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.

All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings andpayables,netofdirectlyattributabletransactioncosts.

Subsequent measurement

Themeasurementoffinancialliabilitiesdependsontheirclassification,asdescribedbelow:

 FinancialliabilitiesatFVTPL

 Loansandborrowings

Loans and borrowings

Afterinitialrecognition,interest-bearingloansandborrowingsaresubsequentlymeasuredatamortized cost using the EIR method. Gains and losses are recognized in profit or loss when the liabilities are derecognizedaswellasthroughtheEIRamortizationprocess.

Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included as finance costs in the statementofcomprehensiveincome.

The Company’s loans and borrowings include accounts payable and accrued expenses, excluding statutoryliabilities.

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.

When the Company has transferred its rights to receive cash flows from an asset and has neither transferrednorretainedsubstantiallyalltherisksandrewardsoftheassetnortransferredcontrolofthe asset, the asset is recognized to the extent of the Company’s continuing involvement in the asset. Continuinginvolvementthattakestheformofaguaranteeoverthetransferredassetismeasuredatthe lower of the original carrying amount of the asset andthe maximum amount of consideration that the Companycouldberequiredtorepay.

Financial liabilities

Afinancialliabilityisderecognized whenthe obligationunderthe liabilityisdischarged,cancelled or hasexpired.

Where an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modificationistreatedasaderecognitionoftheoriginalliabilityandtherecognitionofanewliability, andthedifferenceintherespectivecarryingamountsisrecognizedinprofitorloss.

Offsetting of Financial Instruments

Financial assets and financial liabilities are set off and the net amount is reported in the statement of financial position if there is a currently enforceable legal right to offset the recognized amounts and thereisanintentiontosettleonanetbasis,ortorealizetheassetandsettletheliabilitysimultaneously.

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.

Diluted earningspershare,if applicable, iscomputedonthebasis of the weighted average number of sharesoutstandingduringtheyearplustheweightedaveragenumberofordinarysharesthatwouldbe issuedontheconversionofallthedilutivepotentialordinarysharesintoordinaryshares.Thereareno dilutive potential commonshares that would require disclosure of diluted earnings per common share inthefinancialstatements.

RevenueRecognition

Interest income

Interestincomeisrecognizedastheinterestaccruestakingintoaccounttheeffectiveyieldontheasset.

Dividend income

DividendincomeisrecognizedwhentheCompany’srighttoreceivethepaymentisestablished,which isgenerallywhentheBODapprovesthedividenddeclaration.

Rental income

Rentalincome under non-cancellableleases is recognizedintheona straight-linebasis over the lease terms,asprovidedunderthetermsoftheleasecontract.

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.

ProvisionsandContingencies

ProvisionsarerecognizedwhentheCompanyhasapresentobligation(legalorconstructive)asaresult ofapastevent,itisprobablethatanoutflowofresourcesembodyingeconomicbenefitswillberequired tosettletheobligationandareliableestimatecanbemadeoftheamountoftheobligation. Provisions arereviewedateachreportingdate andadjustedtoreflectthecurrentbestestimate.

Contingent liabilities are not recognized in the financial statements. They are disclosed unless the possibility of an outflow of resources embodying economic benefits is remote. Contingent assets are not recognized in the financial statements but are disclosed when an inflow of economic benefits is probable. Contingent assets are assessed continually to ensure that developments are appropriately reflected in the financial statements. If it has become virtually certain that an inflow of economic benefitswillarise,theassetandthe relatedincomearerecognizedinthefinancialstatements.

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 amounting to P =3.22 million as of December 31, 2022 and March 31, 2023. Management believes that it may not be probable that sufficient taxable incomewillbeavailableagainstwhichtheincometaxbenefitscanberealizedpriortotheirexpiration.

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, 2023 and December 31, 2022, 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-23 31-Dec-22 (Unaudited) (Audited)

Cash in banks earn interest at the prevailing bank deposit rates. Cash equivalents are short-term investmentsthataremadefor varying periodsofuptothree monthsdependingontheimmediatecash requirementsoftheCompanyandearninterestattheprevailingshort-termplacementrates.

InterestincomeearnedoncashinbanksandcashequivalentsamountedtoP =0.96million,P =0.15million andP =1.68millionforthe1stquarter,andfullyear2022,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-Mar-23 31-Dec-22 (Unaudited) (Audited)

The assets, liabilities and performance of the fund are consolidated in the applicable accounts of the Companyforfinancialstatementpresentationpurposes.

8. FinancialAssets

TheCompany’sfinancialassetsaresummarizedbymeasurementcategoriesasfollows: 31-Mar-23 31-Dec-22 (Unaudited) (Audited)

FinancialAssetsatFVTPL

DetailsoffinancialassetsatFVTPLconsistingofquotedequitysecuritiesareasfollows:

31-Mar-23 31-Dec-22 (Unaudited) (Audited)

The net loss onfair value changesonfinancial assetsatFVTPLamounted toP =1.33 millionforthe 1st quarter2023,whilethenetgainonfairvaluechangesonfinancialassetsatFVTPLamountedtoP =3.26 millionandP =0.72millionforthe1stquarter2022andyearendedDecember31,2022,respectively.

ThemovementsinfinancialassetsatFVTPLforthe1stquarterendedMarch31,2023andyearended December31,2022areasfollows:

31-Mar-23 31-Dec-22 (Unaudited) (Audited) Balanceatbeginningofyear P=36,828,021 P =36,112,297

value gain(loss)recognizedduringtheyear (1,333,586) 715,724

atendofyear P=35,494,435 P =36,828,021

FinancialAssetsatFVOCI

FinancialassetsatFVOCIconsistofquotedandunquotedsharesofstockheldforlong-terminvestment purposesandarecarriedatfairvalue. Thecarryingvaluesoftheseinvestmentsareasfollows:

31-Mar-23 31-Dec-22 (Unaudited) (Audited)

Quotedequitysecurities: PetroEnergyResourcesCorporation(PERC) P=17,445,774 P =18,485,589 BenguetCorporation 12,212,031 10,281,176 29,657,805 28,766,765

Unquotedequitysecurity: HermosaEcozone DevelopmentCorporation(HEDC) 507,957,260 507,957,260 Investmentsingovernmentsecurities 3,940,723 3,885,443 P =541,555,788 P =540,609,468

ThemovementsinfinancialassetsatFVOCIforthe1stquarterendedMarch31,2023andyearended December31,2022follow:

31-Mar-23 31-Dec-22 (Unaudited) (Audited)

MovementsinthenetunrealizedgainsonfinancialassetsatFVOCIinequityareasfollows:

31-Mar-23 31-Dec-22 (Unaudited) (Audited)

Dividendincomeearnedonitsinvestmentsamountedtonilforboth1st quarterof2023and1st quarter of2022,whileP =0.42millionfortheyearended2022.

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 December31,2022. ThismeasurementfallsunderLevel3inthefairvaluehierarchy.

Fairvaluemeasurementdisclosuresforthedeterminationoffairvalueofunquotedequitysecuritiesare providedinNote14.

9. Receivables

31-Mar-23 31-Dec-22 (Unaudited) (Audited) Dividendsreceivable P=477,387 P =477,387

10. OtherIncome

31-Mar-23 31-Dec-22 31-Dec-21 (Unaudited) (Audited) (Audited)

Management income pertains to accounting, legal and administrative services rendered by the CompanytoHEDC.

Rentalincomepertainstorentalsearnedfromthetwo(2)parkingslotsownedbytheCompanywhich are classified as investment property. As of March 31, 2023 and December 31, 2022, 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 March31,2023andDecember31,2021,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.

11. 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-23 (Unaudited)

* included as part of accounts

31-Dec-22 (Unaudited)

Affiliate:

and10)

* 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 profitorlossforthequarterendedMarch31,2023and2022andyear endedDecember31,2022.

Terms and conditions of transactions with related parties

Outstandingbalancesatyear-endaretobesettledincash. Therehavebeennoguaranteesprovidedor receivedforanyrelatedpartyreceivablesorpayables.

12. 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, 2023 and December31,2022areshownbelow:

Valuation technique Significant unobservableinputs Range

Unquotedequity sharesat FVOCI

Adjustednetasset valuemethod Pricepersquaremeter

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 ofMarch31,2023andDecember31,2022basedoncontractualundiscountedpayments. 31-Mar-23 (Unaudited)

31-Mar-23 (Unaudited)

31-Dec-22 (Audited)

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 factorswhichcould directly or indirectly affectthe prices of theseinstruments. 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 Company also evaluates the credit rating of the bank and other financial institutions to determine whether the debt instrument has significantlyincreasedincredit riskandtoestimateECLs.

The Companyconsidersitscashand cashequivalentsandquotedgovernment securitiesas high grade 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, 2023 and December 31, 2022. No receivablesareconsideredcredit-impaired.

As of March 31, 2023 and December 31, 2022, the carrying values of the Company’s financial instrumentsrepresentmaximumexposure asofreportingdate.

Thetablebelowshowsthecomparativesummaryofmaximumcreditriskexposuresonfinancial instrumentsasofMarch31,2023andDecember31,2022:

assetsatFVTPL:

assetsatamortizedcost:

atFVOCI:

The following tables show financial instruments recognized at fair value as of March 31, 2023 and December31,2022,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-23 (Unaudited)

31-Dec-22 (Audited)

TherewerenotransfersbetweenLevel1andLevel2fairvaluemeasurementsandnotransfersintoand outofLevel3fairvaluemeasurementsinMarch31,2023andDecember31,2022.

13. 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.

TheCompanyhasnoexternallyimposedcapitalrequirementsasofMarch31,2023andDecember31, 2022.

The table below demonstrates the debt-to-equity ratios of the Company as of March 31, 2023 and December31,2022:

There were no changesinthe objectives, policies or processesfor the 1st quarter 2023 and yearended December31,2022.

TheCompanyhasretainedearningsavailablefordividenddeclarationamountingtoP =92.26millionas ofMarch31,2023.

TheCompany’strackrecordofcapitalstockisasfollows:

Listingdate-May7,1974

September28,1992 1:2.125stockrightsoffering

20,

Changeinparvaluefrom P =0.01/sharetoP =1.00/share (56,925,000,000) August14,1997 Quasi-reorganization (412,000,000) 1/share October5,1998

14. BasicandDilutedEarningsPerShare

ThecomputationsoftheCompany’sbasic earningspershareareasfollows: 31-Mar-23 (Unaudited) 31-Mar-22 (Unaudited) 31-Dec-22 (Audited)

The Company has no potentially dilutive common stock as of March 31, 2023, March 31, 2022, and December31,2022.

15. Others

a) The Interim Financial Report as of March 31, 2023 is in compliance with generally accepted accountingprinciples(alleffectivestandardsandinterpretationsunderPFRS).

b) The same policies and methods of computation were followed in the preparation of the interim financialreportcomparedtotheDecember31,2022AuditedFinancialStatements.

c) Therearenounusualitemoritemsthataffectedtheassets,liabilities,equityandcashflowsofthe March31,2023FinancialStatements.

d) Thereare no material events happened subsequent tothe endof March 31, 2023 that might affect theresultofsaidfinancialstatements.

e) Earnings per share is presented in the face of the unaudited statements of income for the period endedMarch31,2023andMarch31,2022.

f) No significant events happened during the quarter that will affect the March 31, 2023 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) We are not required to disclose segment information in our financial statements because we only haveonesourceofrevenue.

m) Therearenochangesinthecompositionoftheissuerduringtheinterimperiod,includingbusiness combinations, acquisitionor disposal ofsubsidiariesand long term investments, restructuringand discountingoperationsduringtheperiod.

MANAGEMENTDISCUSSIONANDANALYSISOFFINANCIALCONDITIONAND

1.FinancialCondition(AsofMarch31,2023andMarch31,2022)

LIABILITIESANDEQUITY

TotalassetsamountedtoP=679.343millionandP=582.163millionasofMarch31,2023andMarch31,2022, respectively.

TheCompany’scashandcashequivalentsamountedtoP =99.500millionasofMarch31,2023andP =99.783 millionasofMarch31,2022.The0.28%netdecreasewasduetopaymentforworkingcapitalrequirements duringtheperiod.

FinancialassetsatfairvaluethroughprofitorlossamountedtoP=35.494millionandP =39.371millionasof March31,2023andasofMarch31,2022,respectively.The9.85%decreaseisduetodownwardmovement ofmarketvaluesofinvestmentsinstockstradedatPSE.

Receivables account as of March 31, 2023 amounted to P =1.275 million compared toP =0.370 million as of March 31, 2022. The 244.26% net increase mainly refers to interest receivable from money market placementsanddividendreceivablefromvariousstockinvestmentsduringtheperiod.

Other current assets consist of prepayments, prepaid taxes and input tax carry-overs. This amounted to P =1.519 million and P =1.339 million as of March 31, 2023 and March 31, 2022, respectively. The 13.40% netincreasemainlyrepresentsadditionalinputtaxesrecordedduringtheperiod.

FinancialassetsatFVOCIasofMarch31,2023amountedtoP =541.556millionandP =441.299millionasof March 31, 2022. The 22.72% net increase is due to the revaluation of the investment in HEDC at fair marketvalueasofDecember2022.

Accounts payable and accrued expenses amounted to P =1.048 million and P=0.388 million as of March 31, 2023 and March31, 2022,respectively. The 170.15% increase is due is attributable to additional accruals duringtheperiod.

TotalStockholders’EquityasofasofMarch31,2023amountedtoP =617.109millionorP =3.786bookvalue pershareandP =536.125millionorP =3.289bookvaluepershareasofMarch31,2022.

2.ResultsofOperations(FortheQuarterendedMarch31,2023andMarch31,2022)

TheCompanypostedanetlossofP =0.850millionor(0.005)losspershareasofMarch31,2023compared tonetincomeofP =3.097millionasofMarch31,2022.

TheCompany’snetlossonfairvaluechangesonfinancialassetsatFVTPLamountedtoP =1.334millionas ofMarch31,2023,whilenetgainonfairvaluechangesonfinancialassetsatFVTPLamountedtoP =3.259 million as of March 31, 2022, respectively. The net decrease pertains to the downward movement of investmentsinstocksduringtheperiod.

InterestincomeamountedtoP =0.958millionandP =0.154millionasofMarch31,2023andMarch31,2022, respectively.Theincreaseisattributableto higherinterestratesfromMoneyMarketPlacementduringthe period.

Other income amounted to P =0.080 million and P =0.085 as of March 31, 2023 and March 31, 2022 respectively.ThispertainstotherentalincomefromtheCompany’sownedparkingspaceinTektiteTowers andmanagementservicesrenderedtoHEDC.

GeneralandadministrativeexpensesamountedtoP =0.553millionandP =0.400millionasofMarch31,2023 andMarch31,2022,respectively.The38.17%increaseaccountsforhigherexpenseduringtheperiod.

Provisionforincometax asof March 31, 2023 and 2022 pertains to the Minimum Corporate Income Tax (MCIT) of 1% set-up. The Company set-up MCIT rather than the 25% regular tax because most of its incomearefromunrealizedmarketchangesofinvestmentsandpassiveincomesubjecttofinaltax.

3.FinancialConditions(AsofMarch31,2023andDecember31,2022)

LIABILITIESANDEQUITY

Total assets amounted to P =679.343 million as of March 31, 2023 compared to P =679.336 million as of December31,2022.

TheCompany’scashandcashequivalentsamountedtoP =99.500millionasofMarch31,2023comparedto P =99.386millionasofDecember31,2022.The0.11%slightincreasepertainscollectionofreceivablefrom HEDCforthemanagementfee,netofpaymentofworkingcapitalrequirements.

FinancialassetsatFVTPLaccountasofMarch31,2023amountedtoP=35.494millioncomparedtoP=36.828 millionas of December31,2022. The3.62% decreasepertainsto downwardmovement ofmarketvalues ofinvestmentsinstockstradedatPSEduringtheperiod.

Receivables account as of March 31, 2023 amounted to P =1.275 million compared toP =1,066 million as of December 31, 2022. The 19.60% increase pertains to interest receivable from money market placements duringtheperiod.

Other current assets as of March 31, 2023 amounted to P =1.519 million compared to P =1.446 million as of December 31, 2022. The increase is due to additional input taxes and other assets recorded during the period.

Increaseof0.18%infinancialassetatFVOCIpertainstotheincreaseinmarketvalueofBenguetCorp.

Accounts payable and accrued expenses amounted to P =1.048 million and P=1.138 million as of March 31, 2023andDecember31,2022,respectively.The7.87%netdecreaseaccountsforthesettlementofpayables andaccrualsduringtheperiod.

TotalStockholders’ EquityasofMarch31,2023amountedtoP =617.109millionorP3.786bookvalueper sharecomparedtoP =617.013millionor P3.785bookvalueasofDecember31,2022.

Exceptforitemsdiscussedabove,there arenomorechangesinthefinancialstatementsthatwillreachthe materialitythresholdof5%.

KEYPERFORMANCEINDICATORS(KPI):

The following liquidity and profitability ratios indicate acceptable levels of financial condition and performanceofthecompany:

Liabilities Debt-equityratio0.0017:10.0007:10.0018:1Liabilities/TotalStockholders'Equity

N/A88.54%37.61%NetIncome/TotalRevenue Assetturnover 0.0015:10.006:10.0047:1Revenue/TotalAssets

Earnings/(loss)pershare(0.005)0.0190.007NetIncome(Loss)/Issued&Outstanding Shares

There is a decrease in the Company’s current ratio as of March 31, 2023 as compared to March 31, 2022 mainlyduetothedecreaseincurrentassetsandincreaseincurrentliabilities.

ThereisanincreaseintheCompany’sdebt-equityratioasofMarch31,2023comparedtoMarch31,2022 duetoincreaseinstockholders’equityduringtheperiod.

Assetturnoverforthe1st quarter2023ishighercomparedtothe1st quarter2022duetodecreaseinrevenues duringtheperiod.

Please refer to Financial Soundness Indicators for additional KPIs

DiscussionofindicatorsoftheCompany’slevelofperformance

ReceivableManagement

TheCompany’sreceivablesreportedintheStatementsofFinancialPositionincludethefollowing:

1. CashDividendsfromvariousstockinvestments.

2. Accrued Interest Receivable fromtheCompany’sshortterminvestmentsasofMarch31,2023of 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 =507.957millionasofMarch31,2023andDecember31,2022.

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.

ThePhilippineeconomyisstillaffectedbyeconomiccrisis,resultinginfluctuatingforeignexchangerates and increase stock market uncertainties. Uncertainties including the impact of the COVID 19 pandemic remainastowhetherthecountrywillcontinuetobeaffectedbyregionaltrendsinthecomingmonths. The financial statements do not include any adjustments that might result from these uncertainties. Related effectswillbereportedinthefinancialstatements,astheybecomeknownandestimable.

Assess the financial risks exposures of the Company 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,tradingandinvestment securities (financial assets at FVTPL) andreceivables.The main purpose of these financial instruments is tofundtheCompany’sworkingcapitalrequirements.

FinancialRiskManagementObjectivesandPolicies

Please refertoNote12

PlanofOperations

A. InvestmentinFinancialassetsatFVOCInottradedinthemarket(InvestmentinHEDC)

AsofMarch31,2023andMarch31,2022,theCompanyholds11.33%interestinitsinvestmentinHermosa DevelopmentCorporation(HEDC).

TheManagementofHEDCistakingalleffortstosellitssaleableproperty,proceedsofwhichwillbeused to finance the development of the undeveloped portions of the property. It is also planning to expand the Hermosa Ecozone Industrial Park (HEIP) site of 229 hectares to be arrived out of what was previously earmarkedforleisureandresidentialarea.

B. InvestmentinFinancialAssetsatFVTPLandFVOCItradedinthemarket

The Company will continue to closelymonitor 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 marketvalues, an expected decline in the 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 MARCH31,2023

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’sfinancialassetsasofMarch31,2023:

NameofIssuingEntityandAssociationof EachIssue

FVPL

Numberof Sharesor Principal Amountof BondsandNotes

AmountShown inthe Statementof

NameofIssuingEntityandAssociationof EachIssue

FVOCI

Numberof Sharesor Principal Amountof Bondsand Notes AmountShown inthe Statementof

Unquoted: HermosaEcozoneDevelopment Corporation

Thefairvalueforfinancialinstrumentstradedinactivemarketsatthereportingdateisbasedontheirquoted market price without any deduction for transaction costs. For securities in which current bid and asking

pricesarenotavailable,thepriceofthemostrecenttransactionprovidesevidenceofthecurrentfair value 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 stockholdersasofMarch31,2023andDecember31,2022.

Schedule C. Amounts Receivable from/Payable to Related Parties which are Eliminated during the ConsolidationofFinancialStatements

Notapplicable.

Schedule D.Long-termDebt

TheCompanyhasnooutstandinglong-termdebtasofMarch31,2023andDecember31,2022.

Schedule E.IndebtednesstoRelatedParties(LongTermLoansfromRelatedCompanies)

The Company has no long-term indebtedness to related parties as of March 31, 2023 and December 31, 2022.

Schedule F.GuaranteesofSecuritiesofOtherIssuers

The Company doesnothaveguaranteesofsecuritiesofotherissuers as of March31, 2023and December 31,2022.

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, 2023, March31,2022andfortheyearendedDecember31,2022:

*Earnings before interest, taxes, depreciation and amortization (EBITDA)

SEAFRONTRESOURCESCORPORATION

RECONCILIATIONOFRETAINED EARNINGSAVAILABLEFORDIVIDEND DECLARATION

MARCH31,2023

Unadjustedretainedearnings,beginning P =92,487,273

Prioryearadjustments: Unrealizedfairvalueadjustments (marked-to-market) (715,724)

Adjustedretainedearnings,beginning 91,771,549

Netincome(loss)duringtheperiodclosedtoretainedearnings (849,699)

Add:Non-actual/unrealizedincomenetoftax –Fairvaluelossadjustments(mark-to-market) 1,333,586

Less:Non-actual/unrealizedincomenetoftax –Fairvaluegainadjustments(mark-to-market)

Impairmentlossonavailable-for-salefinancialassets

Netincomeactuallyincurredduringtheyear 483,887

Less:Dividenddeclarationsduringtheyear –

Totalretainedearningsavailablefordividends P=92,255,436

SEAFRONTRESOURCESCORPORATION

MAPOF RELATIONSHIPSOFTHECOMPANIESWITHINTHEGROUP

Group Structure

AllexistingstockholdersasofMarch31,2023neitherconstitutecontrolnorsignificantinfluenceover theCompany. Also,theCompany’sinvestmentsneither constitutecontrolnorsignificantinfluence.

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