EXECUTION COPY

MEMORANDUM OF AGREEMENT

This Memorandum of Agreement (the "Agreement") is executed on the l"st day of

luly,2021, by and between:

VUTCAN INDUSTRIAL AND MINING CORPORATION, a corporation duly

organized and existing under and by virtue of the laws of the Republic of
the Philippines, with principal place of br-rsiness at Quad Alpha Centrum,
125 Pioneer Street, Mandaluyong City, represented by its President,
ADRIAN PAUTINO S. RAMOS fhereinafter referred to as "VIMC" or the
"Company");

-and-
HILARIO G. PAGAUITAN, SOFIA G. PAGAUITAN, MA. HITARNIE
MERCTJRIE P. PARADA, ISAAC HITARIO G. PAGAUITAN II, MICHAEL
ABRAHAM G, PAGAUITAN, all of legal age, Filipinos, and with address at
Balay San Jose, Rancho Agripino, Brgy. CalamaguiWest, Sta. Maria, Isabela,
represented herein by HILARIO G. PAGAUITAN and SOFIA G.
PAGAUITAN fhereinafter referred to as "HGP Group")

IVIMC and HGP Group shall be referred to herein collectively as the

"Parties", and gach, a"ParLy")

RECITATS

WHEREAS:

A. VIMC is a PSE-listed company engaged in the business of mining, oil and

petroleum, industrial development and mineral processing, among others;

B. The HGP Group is the majority stockholder of East Coast Mineral Resources
Company Incorporated ("ECMRC");

C, ECMRC is the owner of the following Mineral Production Sharing

Agreements ("MPSA"): MPSA No. 078-97- XIII, which is currently operated by Cagdianao
Mining Corporation; MPSA No. 233-2007-XIII [SMRj, which is currently operated by Libjo
Mining Corporation, Westernshore Nickel Corporation and Alnor Nac's Construction and
Development Corporation; and MPSA No 232-2007 -XIII (SMR) which is covered by an
operating agreement with 0riental Vision Mining Philippines Corporation;

D. The HGP Group owns thirty-three percent (33o/o) of the outstanding ca

stock of VIMC;

E. The HGP Group intends to invest and acquire/subscribe to VIMC shares,

following the increase in VIMC's outstanding capital stock pursuant to this ent,

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through cash or by way of transfer of the HGP Group's ownership in ECMRC, inclusive of
its MPSAs, assets and operations, subject to the conditions of the respective operating
agreements, into the Company, subject to a third-party fairness opinion/valuation
compliant with regulatory requirements; and

- , F. VIMC acknowledges the strategic value-added which the HGp Group may
bring into VIMC and accepts the HGP Group's proposal to acquire/subscribe to such
number of shares out of VIMC's increase of authorized capital stock such that the HGp
Group shall own Five Billion One Hundred Eighty Million (5,180,000,000j shares out of
the increase and more than a majority of VIMC's outstanding capital stock.

NOW THEREFORE, for and in consideration of the foregoing premises, and of the
mutual covenants and stipr-rlations contained herein, the Parties agree as follows:

ARTICLE 1
DEFINITION OF TERMS

1,1. For purpose of this Agreement

"Agreement" has the meaning set forth in the opening paragraph.

"Close" or "Closing" shall mean the completion of the subscription/acquisition of

the Sr-rbscription Shares by the HGP Group or:t of VIMC's increase of authorized capital
stock pursuant to this Agreement.

"Closing Date" shall ]rave the meaning set forth in Section 3.2.

"Deed of Assignment" shall have the meaning set forth in Section Z.Z.Z.

"Dispute" shall have the meaning set forth in Section 8,1.

"HGP Group" shall have the meaning set forth in the parties clause.

"HGP Gror-rp Closing Documents" sirall have the meaning set forth in Section 3.3.

"lndemnified Party" means a Party who is entitled to indemnification from

another Party under Section 7.1.

"lndemnifying Party" means a Party who is responsible for indemnifying another

Party under Section 7,1,

"Lien" means with respect to any Person, any security interest, mortgage, pledge,
charge, hypothecation, assignment, encumbrance, Iien (statutory or other), preference,
priority or other security arrangement of any kind or nature whatsoever (inclu tl, o
without limitation, any conditional sale or other title retention agreement, any fi
or similar statement or notice filed under any recorcling or notice statute, an
arrangenlent f'or the deposit o1'funds of such Person which canrrot be terminated without
the consent of the obligee of any inciebtedness of such Person, and any sale and

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effect as any of the

repllrchase agreement or lease having substantially the same
foregoing).
Twenty (120) days from
"l,ong-Stop Date" means the date which is One Hunclrecl
the signing of this Agreement'
-"[,osr"s" 7'1'
has t]re meaning set forth in Section

"MPSA" shall mean the Mineral Proclr-rction

Sharing Agreem-en-lryot 078-97-XIII'
issuecl in favor of ECMRC'
232-2007 -XIII (SMR) and'233-2007-XIII tSMR)
in the parties clause'
"Party" means a party to this Agreement and namecl
corporation' firm' trttst'
"Person" means any inciividual' partnership' '
Philippine governmental authority' or
any
unincorporated association, joint venture'
other entitY of whatever nature'
set forth in Section 3'4'
"VIMC Ciosing Documents" shall have the meaning

"Philippines" means the Repr-rbiic of the Philippines'

per share'
"Price Per Share" shall mean One Peso IPhp1'00J

"PSE" shall mean the Philippine Stock Excirange'

Exchange Commission'
"SEC" shall mean the Philippine Securities ancl

agreements representing
"subscription Agreement" shall mean the subscription Section 3'3'1'
the Sr-rbscription Shares' as set forth in
the sttbscription olthe HGP Gror-rp to
in Section 2'2'
"subscription Price" shall have the meaning set forth
Hundred Eighty Million
"subscription Shares" sl-rall mean Five Billion One authorized capital
VIMC's
s]rares of ViMC or-rt of the increase of
[5;180,000,000) common
Agreement'
strct. to be appiied for pursuant to this

"Transaction Documents" shali mean this Agreement'

the Sr-rbscription
or clocuments which the
Agreement/s, Deeci of Assignment and any otirer agreements
Agreement'
the transactions contemplatecl in this
Parties shall execlrte to give eifect to

''VlMC" shall have the meaning set forth in tl-re parties

clause'

the context otherwise requires:

1..2. InterPretation. In this Agr eement, unless
shall include the plural and vice
(a) Worcls imPorting the singu lar number gender an d vice
sha ll inclucle the feminine and neuter
and worcls inrporting the masculine
VCTSA;
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to
to Articles' Sections' Schedules or Annexes is a reference
[bJ Any reference
or annexes to' this Agreement;
articles and sectio;;;f,;"d scheclules
(i) shall include all
Any reference to any document instrument or agreement
[c) tr'tttto' [iii ihall include all documents'
anEexes, scheclutes lnJ otflti
"'utrl*tnt' in replacement thereoi and [iii) shall
instturnenr, o. ,gi'**tn* issued "t't-"t"ta ot t*i1"ement or predecessor thereto'
mean such document, instrument "t
;g;;;;-;i' with the terms
modified and supple*tn'?t from time to time in accordance
as amended,
time;
thereof and in effect at any given
h-erein are inserted for
The heaclings to the-Articles' Sections and paragraphs
[dJ or of this Agreement;
ease of reference only and shall
not affect the interpretation thereof
a reference to telex'
cognate expressions includes
(e) Any ref'erence to "writing" or
comparab'ie means of communications;
cable, facsimile transmission or
permitted successors and permitted
(0 Any reference to a Person includes its
assigns;
and shall be
"includes" anci "inclr"rrling" are not limiting
(g) The words "inclucle"'
be followed by the words "*i'flo" lin-ritation"fwhether or not so followed;
cieemeci to
of similar import
"hereof"' "herein"' ancl "hereuncler" and words
[h) The words to such ciocr:ment as a whole and not
to any
when trsecl in any document shall refer
particr.rlar provision of sucl-t document;
to a time of day
rnean caiendar clays' References
(i) Any reference to "days" shallpl"riiippines'
unless otirerwise specified;
sl-rall mean sr-rch time in U*"'
ft'f
'"if ''
among' ancl has been reviewed by'
(i) This Agreement is the resr'ilt ol negotiations
advisors' Accordingly' this Agreement
the Parties and their respective counsels ''ia7ot
of ali the Parties'
shall be cleemed to he the proclr-rct

ARTICTE 2
AGREEMENT TO SUBSCRIBE

ancl conditions of this

2'1,. Agreement to Sr-rbscribe' Subject to Jh'e terms Price Per
Gror-rp agrees to to tl-'e Subscription Shares at the
Agreement, tl-re HGP
"tU"tit'e to this Agreement'
pay the Subscription Price pursuant
Share anci
In co nsideration of the subscription by
2.2.PaYm ent of the Subscription Price'
the HGP GrouP shall paY VIMC a subscriPtion
the HGP GrouP to the SubscriP tion
Shares,
"subscriPtion Price") in fu ll in cash, assets
and/or shares
Price Per Share (the
p rice at tl-re oPinion to be secure
a third-PartY valuation/ fairness
ln held in ECMRC, suPPorted bY
prior to Closittg.
the Parties, as aPPlicable, on or
the
2.3. ExclusivirY From the date of
this Agreemen t until Closing, or unless
or indirectlY, solicit
each of the Parties shall not clirectly
Agreem ent is terminated earlier, with, 0r enter into an
any discussions or negotia tions
any offe rs from, or be involved in

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any information (unless required

by law' PSE
agreement or arrangemenl with' or,provide as applicable' to any
of vf rt'rC and/or ECMRC'
and/or SEC regulaif"i'f"ut the buJn*tt Shares;
or issuance of the Subscription
third parties with respect Io th: (i) subscription its operating agreements or [iii) any
(ii) the ECMRC rrrr.*!lna/or iti MPSAs ind/ar under this Agreement'
contemplated
othEr similar transaction[s) as those
The Parties agree that the
2.4. Application of the Subscription Price' in connection with
as aepo'it for future subscription
Subscription p.i.. ,f-,ull be appliea the
capital stock of VIMC to accommodate
the application for the increiie of authorized
SrUr.iiption Shares under Section 3'5'1 herein'

ARTICTE 3
PRE.CLOSING, CLOSING AND POST'CLOSING

after the signing of this

3.1. Undertakings Prior to Closing' lmn-reciiately
Date:
Agreement ancl/or prior to Ciosing
of a recorcl clate for the Annr'ral
3,1.1. VIMC sl-rall car-rse the setting
Stockholders' Meeting of the Company
to be approximately held
ot ut such other date agreed
within the first week ol Septemb er 20Zi
uPon bY the ParLies'

3.1'.Z.VIMC shall secr-rre the approval

of its stockl-rolders in the Annual
contemplated under this
Stockholclers' Meeting for the transactions
of its articles of incorporation'
Agreement, incluJing"the amenciment
increase oi its auihorizecl capital stock
to accommodate the
of the HGP Group for tl-re
Subscription Shares, ancl the subscription
SubscriPtion Shares;
secure a third-party
The Parties shall cooperate to of
3'1'3' the HG'P Group' should
valuation/fairness opinion' at the expense
of assets and/or shares held
the Sr-rbscription Price be paid by way
by the HGP GrouP in IiCMRC;

take any action' implement any

policy
3.1,.4'The Parties shall not perform' or occllrrence
event'
or incur or permit to exist any act' transaction'
which wouicl be inconsistent witir the
representations and

warranties set Forth in this AgreemenU

and/or ECMRC
3.1.5. to mutual agreement bY the Parties, VIMC
Sr-rbj ect
shal I not: make anY dividend d eclaration
and PaYment or other
of borrowing or in its
distributions; make anY change in the level
borrowing or indebtedness
working capital requirements; repaY any
a ny increase or decrease n
in advan ce of its stated maturitY; cause
any cl-range in accoun
the levels of debts or receivables; cause chan
any m aterial adverse
methods, PrinciP les, or practices; cause
of the ComPanY or
in the financial position or in the ProsPects r has occured which
ECMRC and ensure that no event,
fact or matte
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is likely to give rise to such change; or enter into a new contract,

liability, or commitment [whether in respect of capital expenditure
or otherwise unless in the usual course of business);

3.1.6. VIMC shall cause the election/appointment of three [3) regular

directors nominated by the HGP Group;

3,1.7. VIMC s^hall car_rse the election/appointment of clirectors nominatecl

by the I-lGP Gror"rp in its Annr"ral Stockholders' Meeting.

3.2. Closing. The Closing shall take place within five [5J days from the
fulfillment of the conditions uncler Section 3,1 herein at the offices of VIMC or at such
other date and place as the Parties shall designate (the "Closing Date,,),

3.3, On Closing Date, and unless waived by the other party, the HGp Group shall
deliver to VIMC [the "HGP Gror-rp Closing Docuntents"):

3.3.1, The Subscription Agreement[s) [the,,subscription Agreement,,J

executed by the HGP Group sr_rbstantially in the form in ANNEX "A"
in relation to the Subscription Shares;

3.3.2. The Deeds of Assignment (the "Deed of Assignment") substantially

in the form in ANNEX "B", and the relevant proxy/ies from the HGp
Group in favor of VIMC, should the Subscription price be paid in
assets and/or shares held by the HGp Group in ECMRC; and

3.3.3, A sworn and notarized certificate in the form attached hereto as

ANNEX "C" executed by a duly authorized representative of the HGp
Group certifying to: [a] the truth and correctness of the
representations and warranties under Section 4.2 as of Closing
Date, in relation to Section 5.2.3; and [b) stating that there has been
no action or proceeding instituted to restrain or prohibit any of the
transactions contemplated in this Agreement, in relation to Section
5.t.L.

'3.4. On Closing Date, and unless waivecl by the other party, VIMC shall cleliver
to the HGP Gror-rp [the "VIMC Closing Documenrs"):

3.4.1. A sworn and notarized certificate in the form attached hereto as

ANNEX "D" executed by a duly authorized representative of VIMC
certifying to: (aJ the truth and correctness of the representations
and warranties under Section 4.1 as of Closing Date, in relation to
Section 5.1.3; and (bJ stating that there has been no action or
proceeding instituted to resffain or prohibit any of the transactions
contemplated in this Agreement, in relation to Section S,1.4; and

3.4.2 Written resolution of the Board of Directors andf or stockholders of

VIMC approving this Agreement and the transactions conte mplated
herein, including the increase in the authorized capital stock
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Shares in favor of the

VIMC, subsequent issuance of the Subscription
the HGP Group of their
HCe Croup in exchange of the assignmentby
assets ,nd7o. sharesin ECMRC to VIMC' as
applicable'

Post-CIosing Undertakings' ln'rnrecliately Llpon

Closing or within a
3,5.
reasonable time thereafter:
filing of an application
3.5.1, VIMC, through the HGP Group, shallcause the increase of
for the amenclment of its articles of incorporation and
authorized capital stock with the SEC to accommodate
the
approval of tl-re same;
Subscription Shares ancl secure the SEC

Autl-rorizing
3.5.2. 'fhe HGP Grorrp shall sectrre the necessary Certificate ECMRC to
Registration 1';CAR"1 for the transfer of the shares
in
VIMC;

3.5,3, VIMC shall Lrpclate its Stock and Transfer Book

and/or registry of
the SEC under
currentiist of stockholclers following the approval of
Section 3.5.1 herein and the receipt of the CAR;

Sheet with the SEC

3.5.4. VIMC shall file an amencieci General lnformation
of the HGP Group to the
which accurately reflects the subscription
documentary stamp
Subscription Shires ancl pay the corresponding
taxes to the same;

certificates to tl-re I.IGP

3.5.5, VIMC shall issue the corresponding stock
Grotrp for the Subscription Shares;
and/or
3,5,6, VIMC shall make a}l other necessary filings with
the PSE SEC

in connection with tire foregoing;

Stock and T'ransfer
3.5.7. The HGP Group shall cause ECMRC to r-rpclate its
tsook;

3.5.8. The HGP Group shall cause ECMRC to file

an amended General
reflects
Information Sheet with the SEC which accurately -the
pay the corresponding
ownership of VIMC to the ECMRC shares ancl
clocumentary stamP tax; and

HGP Gror-rp shall cause ECMRC to issue

the corresponding stock
3,5.9, Tire
certificates to VIMC for the ECMRC shares

ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF THE PARTIES

waived by the othe

4.L. Representations and Warranties of VIMC' Unless
the HGP Group' as of th e date of this
Party, VIMC fr*.*Uy-*fresents and warrants to
Agreement and as of Closing Date: ,l/
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Structure
[a) Corporate Matters and Capital
the laws of
incorporatecl and is validly existing ttncler
(i) VIMC is cluly
and legal tig]-'ttJo*n its
assets and
has frill power'
the Philippines, ancl "Joti'y'
- carry on its businesses'
the relevant board and
(ii) ' VIMC has secured or shall
secllre
of the Subscription Shares
for
approvals the issuance
stockholder fas applicable)
to the HGP GrouP'

has obtainect the consent of all sovernmental and non-

[iii) VIMC creditors' as app"licable' to
contplete the
povernmental thircl parties' including
ir ansacrions uncler this Agreenrctrt'
and'
has been duiy authorized
of t]re Transaction Docttments
[ix) Each binding obligation'
wili consti;;;"*; ;;iia 'na iegally petition filed' order
when executecl uy virt'rc beei no
enforceable in accorclance
with itu t"ln""' There has
liqtiidation' dissoltttion
pus"a ttt ihe rehabilitation'
macle or ellective ;;;;;i"" affiliate as appiicabie'
of UUni': its relevant subsidiary or
or winciing r-rp
'"Alor
of any of its obligations
The execution ancl pe.rformance by VIMC
[xii any of it.'t rtun'action Documlnts
contemplated
uncler this Agree;;;;;;; ;;;;::1.:,T"'of the terms' conditions
(i) conflict with orres,;i;':
thereby cio not:
a default' or require tonttnt under' any
or provision' of, or constitute "ny to which it
agreement or other instrument ot uit'ngement
inclentltre, mortgage' the terms or provisions of
is a party or bv *Tlitt'-i' is bounci; i;i;t;i; a1Y
'of clecree or order or any
or violate'ny ir-rdgment'
VIMC's charter; [iii) ""it'o'ization' it or its properties'
ruie, regulation ot tto"lit*tnluppiit'i'lu to
statute,law,

tb) The SubscriPtion Shares

Shares shall be duly and
their issuance' the Subscription
til Upon
t*p"313 VIMC and shall not be
validly authorized by all neces.sary
of
lttl:"l::t
first refusal or other restrictions
on
riglrts',rights
subject to any pt"-*1"'pii"e been waived' and there is
no
or third parti rights wh.ich *"rrfi'"ti f"t'uu or other
lien
o' oUiig'tion to cr:1te or grant with respect to
transfers a
existing ,g."u*tt', ""'igt*tnt transfereeJ
VfftAC 1o' u'y""bsequent
third party .igt't o;ft"i'g
uny of the SubscriPtion Shares'

IcJ Assets and Liabi]ities

all its rights and interests
in its previous
l-ras already waived
til VIMC
holcis **irig' ancl petroleum-related
assets'
mining clain-rs unal.rolonger 'ni-oii
proj
operates any petroleum
tii) VIMC no longer hoicls ancl/or
Corporation and I
The claims of Ninety-Niners Deveiopnent or
[iiiJ
Muy.u &
future
Associatt',1"t'
liabiliry, ^*^inst
thl C;;;;"y will not ripen into a contingent
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 EXECUTION COPY

(iv) The Compromise Agreement between the Company and Patrick de

Vera Caoile dated 07 October 2016 has been fully complied'

td) Labor and Employment

t'i) VIMC has no employees and/or retirement obligations.

[e) Regr-rlatory

til VIMC is currently non-operational and has obtained all material

permits, licenses, concessions, and other governmental attthorizations,
certificates, consents, and approvals necessary to exist as a corporate entity and
own its Palawan properfy assets,

t0 Litigation

ti) The Company is not currently involved, whether as plaintiff or

defendant or otherwise, in any civil, criminal or arbitration proceedings in relation
to the Sr-rbscription Shares and its real properties or in any such proceedings
before any tribunal which will ripen into a contingent or futttre liability'

tel Taxes

ti) The Company has no open tax cases as of 21 December 2A20.

4.2, Representations and Warranties of the HGP Group. The HGP Group hereby
represents and warrants to VIMC, as of the date of this Agreement and as of Closing Date:

[a) General

(i) The HGP Group has obtained the consent of all the concerned
parties, including government agencies and existing creditors, as applicable, to
complete the transactions under this Agreement.

(ii) The HGP Group's obligations under this Agreement are solidary.

(iii) The HGP Group has fr"rll power, authoriry, and legal right to enter
into this Agreement and to execute and deliver this Agreement, The
consummation of the transactions contemplated hereby will not result in the
breach or cancellation or termination of any of the terms or conditions of or
constitute a default under any agreement, commitment or other instrument to
which the HGP Group is a parry or by which the HGP Group may be bound or
affected or violate any law or any rule or regulation of any administrative age cy
or governmental body or any order, writ, injunction or decree of any co
administrative agency or governmental body affecting the HGP Group w

tl
violation will materially and adversely affect the subscription by the HGP Gr oup
of Subscription Shares and the transfer of the ECMRC shares.

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[iv) The HGP Group is t]re legal ancl beneficial owner, with good and
valicl rights, interest and title to tl-re shares they will transfer to VIMC pltrsuant to
this Agieemen! that sr-rch shares constitllte one hundred percent (100%o) of the
oLrtstancling capital stock of ECMRC; tl-rat such shares have been duly authorized,
validly issuecl, and are fully paid; that sr-rch shares are not subject to any Liens nor
subject'to any litigation which may affect the consltmmation of the transactions
contemplated in this Agreement; and that the taxes on the issuance of sr"rch shares
have been clLrly paid to the Bureau of Internal Revenue.

ib) East Coast Mineral Resources Con-rpany Incorporated IECMRCJ

ti) ECMRC is dr,rly incorporated and is validly existing under the laws
of the Phiiippines, and has full power, authority, ancl legal right to own its assets
and carry on its bttsinesses.

tii) ECMRC is the owner of the MPSAs which remain to be valid and
sirbsisting with expiration dates as follows: 19 November 2022 (MPSA No' 078-
97-Xtll [SMR)), B June 2032 [MPSA No' 232'2A07'XIII [SMR)), and B fune 2032
IMPSA No. 233-2007-XIII tSMR)), With respect to MPSA No. 078-97-XIII [SMR),
the same is r-rndergoing renewaland ECMRC has not encoLlntered any in-rpediment
to sr.rch renewal.

tiii) and/or beneficial title to all of its assets [other than

ECMRC has legal
the MPSAs) and has not created any Lien tirereon except in the ordinary course of
br-rsiness.

[iv) ECMRC is in con-rpliance in all ntaterial respects with all applicabie

laws and regulations.

[v) ECMRC is not in breach ol or in default under, any material

agreement, boncl or other instrument to which it is expressed to be a party or
which is binding upon it or any of its assets or revenlles'

(ri) ECMRC has obtainecl ali material permits, licenses, concessions, ancl
other governmental authorizatiolls, certificates, consents and approvals
necessary to: [a) concluct its br-rsiness and operate its assets as presently
condr-rcted and operated; and [b) own its assets.

fviiJ ECMRC's audited financial statements as of December 31',2A20have

been prepared in accordance with the Philippine Financial Reporting Standards,
consistently applied and fairly present its financial position and financial
performance in all material respects as of December 31, 2020'

fviiijThere has been no material adverse change in ECMRC's finan

condition since December 31,2A20.

(ix) ECMRC has not taken any corporate action nor have any other steps
been taken or legal proceedings been started or to HGP Group's knowl

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threatenecl against ECMRC for its bankruptcy' winding

LIp' dissolution'
aclministration or re-organization or for the appointment
of a receiver'
aclministrator, aclministrative receiver, trllstee' bankrr'rptcy
trustee or similar
officer of it or of any or all of its assets or revenlles'

txJ ECMRC is cltrrentiy not involvecl' whether as plaintiff or defendant

or tax
or otherwise, in any material ctvi}, criminal or arbitration proceedings debt
(apart from
assessntents/tax ."r., in relation to its assets' the MPSAs'
such proceedings before
collecting in the orclinary coLlrse of br'rsinessJ or in any
any tribirnal, and whic-h n-ray affect the constlmmation of the
transactions
c0ntemplated in this Agreement,

(xi) Its operating agreements are valicl and subsisting except the one
with Cagclianao Mining Coiporation which is undergoing renewal'

(xii) ECMRC iras no outstanding obligations except those

arising under
agreements and
the ioan agreement with its operators ttndtt existing operating
with a r-rniversal bank'

Reliance. Each of the Parties acl<nowieclges that it

makes the
4.3
the intention of indr-rcing each
representations ancl warranties under this Article 4 with
given to enter into this
Party to which such representations ancl warranties are
consllmmate the transaction
Agreement and the other Transaction Documents and to
Party enters into the Transaction
contemplatecl r-tncier this Agreement ancl that each other
hereby and thereby on
Documents and will consummate the transactions contemplatecl
and warranties' Each of
the basis ol and in full reliance on, each of such representations
and (except where
the representations and warranties is to be cottstruecl independently
other representation and/or
this Agreement provicles otherwise) is not limitecl by any
warrantY.

ARTICTE 5
CONDITIONS TO THE HGP GROUP'S AND VIMC'S OBLIGATTONS

subscription of the HGP Group to tire Subscription Shares on

Ciosing
5,1, Tl-re
as of the date of this
conclitions
Date is conciitionecl uponihe satisfaction of the following
Agreement and as of Closing Date:

5.1'1, Corporate Autirorizations' VIMC has obtained all the corporate

approvals and authorizations necessary for the execution'
delivery' and
performance of ti-re Agreement'

Agreement until
5.1,.2. No MaterialAdverse Change' From the date of this
in the
the Closing Date, there shall have been no material adverse change
operations and assets of the Company'

5.1,3. Truth of RePresentationr s and Warranties. The representations

and correct in all
warranties of VIMC contained in this Agre ement shall be true
same effect as thor-rgh such
material respects on and as of the Closi ng Da te with the
representations and warranties had bee n made on ancl as
of such date.
M
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 EXIICLJTION COPY

5,1,.4. No Litigation Threatened, From the date of this Agreement and

until Closing Date, VIMC is not a party to or has- been-notified of any action or
proceeding ivtli.tt has been instituied or, to the knowledge of VIMC' is threatened
before a court or other governmental body or by any public authority to restrain
or prohibit any of the transactions contemplated hereby'

5.2. The issr-tance of the Sr-rbscription Shares by VIMC in favor of the HGP Group
is conclitionecl r:pon the satisfaction, at or prior to Closing f)ate' of the following
conditions:

5.2.1. No Litigation'l'hreatenecl' No action or proceeding shall have been

instituted, or to the knowieclge of the HGP Gror-rp, threatened before a court or
other government bocly or by any public authority to restraitr or prohibit any of
[he transactions contemp]ated hereby'

5.2.2. Authorizations. The HGP Grortp, as applicable' have obtained all

the
ar-rthorizations ancl approvals, corporate or otherwise, necessary to ar-rthorize
executiott, clelivery, and performance of this Agreentent'

5.2.3. No MaterialAdverse Change' From the date of this Agreement until

the Closing Date, there shall have been no material adverse change in the
operations and assets of ECMRC.

5.2.4. Truth of Representations ancl Warranties' The representations and

warranties of the HGP Group in this Agreement shall be true ancl correct in all
material aspects on and as of Closing Date with the same effect as through sucl"t
representafions and warranties hacl been made on and as of such date'

ARTICLE 6
TAXES

Taxes. Taxes, transfer fees, registration fees and other similar fees
and
6.1. of VIMC'
taxes due on the issuance of the Subscription Shares shall be for the account
Taxes and other fees on the transfer and/or assignment of the assets and'/or the shares
of the HGP Group in ECMRC shall be for the account of the HGP Group'

ARTICLE 7
INDEMNIFICATION

7.1. IndemnitY. A PartY [the " Indemnifying Party"J shall indemnify the other
Party (the "lndemnified Party"J, without prej udice to the limitations specified
in Section
7.2 and 7,3 hereol from all costs, losses, claims, damages and liabilities, including
Party an d ari
reasonable attorneys' fees [the "Losses"J, incurred by such Indemnified
out of any breach by the Indemnifying Party of any material obligation or warra
contained in this Agreement, except to the exten t such Losses relate to the negligen
contractLlal defar-rlt or willful misconduct of the Indemnifiecl Party

^l/
1.2
 EXECUTION COPY

7.2. Limitation on Liability. Notwithstanding any other provision of this

Agreement, no Party shall be entitlecl to indirect, moral, exemplary, nominal or
.on..qu*ntial losses or damages arising out of or in connection with this Agreement'
-. ; 7.3. Notice. The Indemnified Party may not bring any claim for Losses against
the-lndemnifying Party unless the Indemnified Party gives written notice of any such
claim, specifying in reasonably sufficient detail the nature of the breach and, to the extent
practicable, the amount claimed in respect thereof.

7.4. Survival of Representations and Warranties' The representations and

warranties of the Parties hereto contained in this Agreement and the indemnification
ohligations related thereto pursuant to Sections 7.1 shall survive the Closing but shall
terminate and be of no further force or effect upon the expiration of one (1) year after the
Closing Date; and a Party cannot raise an indemnity claim against another Party after such
expiration,

7,5. Failure to Close or Obtain Approval from the SEC. In the event that: (a)
Closing does not occur on or before the Long Stop Date, or such later date as may be
*rturlly determined by the Parties, for any reason; or [b) the Company fails to obtain
,pp.orrl for the increaie in authorized capital from the SEC, then this Agreement shall
automatically terminate in all respects upon written notice thereby from the HGP Group
to VIMC. Upon such termination, all Parties shall be deemed released from any and all
obligations that they may have under this Agreement, without prejudice to the rights
andfor remedies that may have accrued in favor of any Parry for any breach committed
by the other Party prior to such termination, and in any case inclusive of the right of the
HGP Group to aemand the immediate return of the Subscription Price or any other
payments made herein by the HGP Group' In any case, the Party at fault shall be liable for
iny .ott that may have been incurred under this Agreement, including any filing fees paid
to the SEC for the increase of authorized capital stock pursuant to this Agreement'

7.6. Exclusive Remedy. After the Closing Date, the indemnification provided for
in this Article 7 shall be the sole and exclusive remedy of a Party hereto for asserting
claims for Losses with respect to the matters covered under Section 7'1-, except in cases
of fraud, intentional misrepresentation, willful misconduct or criminal conduct by the
other Party. The foregoing however shall not limit any right or remedy of a Party
available at law or in equity to seek to enforce any covenant, agreement or obligation
under this Agreement.

ARTICLE B
TERMINATION AND DISPUTE RESOTUTION

8.1. Amicable Settlement, Any dispute, controversy or claim arising out of,
relating to or in connectio n with this Agreement, including any questions regarding its
existence, validiry 0r termi nation, or regarding a breach thereof feach a "Dispute") shall,
so far as is possible, be settled amicably between the Parties within thirty (30J days a r
written notice of such Dispute has been given by one Party to the other Parties'
settleme.nt and, if any, arbitral proceedings pursllant to Section B'2 shall be kept
confidential. If the Parties are unable to settle any such Dispute within such thirty (30)'
day period, such Dispute shall be su bmitted for mediation to VIMC's President or his

1,3
 EXECUTION COPY

nominee and the HGP Croup's representative or his nominee, Such persons shall mediate
the Dispute in an effortto assistthe Parties to reach a resolution of the Dispute mutually
acceptable to the Parties. If the matteris notresolved within thirty (30) days afterithas
been submitted to such officers, any Party may refer such Dispuie io irniiration as set
forTh in Section 8.2.

8.2. Arbitration Procedure, (a) Subject to Section 8.1, any Dispute shall be
finally settled by arbitration under and in accordance with the philippine Dispute
Resolution Center, Inc. fthe "Rules"J as at present in force, which Rules are deemed to be
incorporated by reference into this Section 8.2, The place of arbitration shall be in pasig
City or Mandaluyong City, at the election of the party who institutes arbitration. The
tribunal shall consist of three (3J arbitrators. The first arbitrator shall be appointed by
the Party which provided notice in writing to the other party informing the latter of its
intention to initiate arbitration. The other party shall appoint the second arbitrator
within one (1J month from receipt of the aforementioned notice. The two arbitrators
shall appoint the third arbitrator. The proceedings shall be conducted in English, and the
arbitrators shall be conversant in and have a thorough command of the English language.
The award rendered by the arbitrators shall be final, conclusive and binding Jn th*
Parties and judgment thereon may be entered and enforced in any court of competent
jurisdiction.

8.3. Termination by MutualAgreement. Notwithstanding the provisions under

Sections 8,1 and 8.2, the Parties, by mutual agreement, may terminate this Agreement, In
such case, any and all amounts paid by the HGp Group shall be returned to them and tl-re
Parties shall be restored to tl-reir circumstances prevailing before Closing. Each party
shail bear its own costs for the mutual restitution under this provision.

ARTICTE 9
MISCELLANEOUS

9.1. Notices. Any notice to be given by any party to this Agreement shall be in
writing and in English and shall be delivered personally or sent by certified, registered
(return receipt requested) or express mail, postage prepaid, electronic mail oiprivate
courier. Any such notice shall be deemed given when received and shall be addressed as
follows:

9.1,1,. if to VIMC to

ADRIAN PAUTINO S. RAMOS

President
Vulcan Industrial and Mining Corporation
Quad Alpha Centrum, L25 Pioneer Street
Mandaluyong Ciry
ramosas@nationalbookstore.com.ph

9.1.2. if to the HGP Group to

HILARIO G. PAGAUITAN
Balay San Jose, Rancho Agripino,
,!,/
L4
 EXECUTION COPY

Brgy'Calamagui West, Sta' Maria' Isabela

hgPnickel@gmail'com

Any Party may, by notice given in accordance

with this Section to the other Parties'
of notices hereunder'
de5ignate another uidr.r, or Peison for receipt
Annexes and other
9.2. Entire Agreement' This Agreement and the Schedules'
agreement among the Parties with
documents referrecl to herein, contain the entire
all prior agreements' written or oral
respect to the subject matter hereof "nJ "put'edes
with resPect thereto.

g.3. Preservation of
Waivers and Amendments; Non-Contractual Remedies;
superseded' cancelled' renewed' or
Remedies. This Agreement may be amended'
extended, and the terms hereof may be waived'
onlyby a written instrument signed by
all the Parties or, in the case of a waiver' by
the Party waiving compliance' The failure of
of this Agreement on any occasion
a Party to insist tlpon strict adherence to-any term
shall notbe considlred a waiver or deprive
that Party of the rightthereafter to insistupon
Agreement'
strict adherence to that term or any other term of this

9.4. Binding EffecU No Assignment' No Third-Party Beneficiaries' This

"inure of the Parties and their
Agreement shall be binding upon and
to the benefit
assigns' Neither this Agreement' nor any
respective permitted ,,.tt'io'i and permitted
or in part' without the prior
right hereunder, *rV Uu assigned Uy any Party' in whole
may designate a related party
written consent of the other Party, **ttpittlut the Assignee
the Closing' Nothing in this Agreement is
to be the assignee, in whole or in part, prior to
other than the Parties hereto' any legal
intended or shall be construed to give 'ny pt"on'
respect of this Agreement or any provision
or equitable right, remedy or claim under or in
contained herein'
anything set forth herein
9.5. No Joint Venture or Partnership' Notwithstanding
to the contrary, the Parties acknowledge that it is their
ht"Uy intention and
hereby clo not in any way constitute
understanding that the transactions contemplated
between the Parties for tax
or imply the formation of a joint venture or partnership
or. power to act as agent for' or the
purposes, nor confer upon any Party the right
Party'
resionsibiliry for the acis or commitments of' any other
g.6, Counterparts' This Agreement may. be executed
in lwo or more
be considered an
counterparts, each of which when uo t*ttu"d
and delivered shall
instrument'
taken together shall constitute one and the same
original, but all of which

g.7. SeverabilirY. If anY Provi sion containecl in

this Agreement or any part
in any respect under the
thereof shall for any reason be held inv alid or unenforceable
j uriscliction, the remainder of the Agreement
laws of the Philippines or any other relevant
shall remain in effect, to the extent permitte d
by law, ancl the Parties will negotia in
goocl faith to replace such provision in light of
the intention of the Parties e
herein.

q.A.
Governing Law' This Agreement sirall be governed
accordance with the laws of the Philippines'
by and construed in

v
15
 EXECUTION COPY

by law or any applicable national

g.9. Publicity' Except as otherwise required press release or make any other
the-Parties shall issue any
securities exchange, none of this Agreement
public statement, in each case relati"g;'
;;';cted with or arising out ofof the other Party'
.onoin*i n*t"in' witf'oui obtaining the prior approval
or the.matters
own expenses relating to the
' 9'10' Expenses' The Parties shall pay all"of'theirwithout limitation' the fees and
this egr;;*uni' including'
transactions contemplated by financial consultants'
of their ;;;;'"iltrs' finders' agents' representatives'
expenses agreed'
accountants and counsels' except as otherwise

lsignature Page follows) )/

t6
 EXECUTION COPY

Agreement on the date

Parties have executed this
IN WITNESS WHEREOF' the
first above written'

MINING
G' VULCAN INDUSTRIAL AND
HITARIO G. PAGAUITAN, SOFIA
7 CORPORATION
PAGAUITAN, MA. HILARNIE -
ISAAC HITARIO
MERCURIE P. PARADA,
ABRAHAM
C. pacauITAN lI, MIcHAEL
G. PAGAUITAN

By:
By:

PAULINO S. RAMOS
HILARIO G. UITAN president
Repr tative )/

SO PAGAUITAN
Representative

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 EXECUTION COPY

ANNEX A: FORM OF SUSBCRIPTION AGREEMENT

SUBSCRIPTION AGREEMENT

This Subscription Agreement fthis "Agreement"J is made

this* day of-2021"
in City, bY anclbetween

of legal xge, Filipino, and with address at

fhereinafter referred to as the
"subscriber")

and-

VULCAN INDUSTRIAT AND MINING CORPORATION' a

corporation dr-rly
organized and existing r-rncler and by virtue of the laws of
the Republic of
Alpha Centrttm'
thJ nhitippines, with principal place of business at Quad
I25 Pioneer Street, Mandaluyong City, represented by its President'
"Issuer")
ADRIAN PAULINO S. RAMOS [hereinafter referred to as the

WITNESSETH THAT-

WHIlREAS, cltrrently, the lssuter has an authorized caPital stock of

Pesos (Php 0j divided into
C ommon shares with a par value
ol Peso [Php-.00) Per
share;
-
WHEREAS, the Subscriber offered to infuse additionai
capital into the Issuer in
"lnvestment") Issull has accepted
exchange for common shares of the Issuer (the i'9.th:
between the parties on
the same pursuant to the Memorandum of Agreement executed

premises and mutual

NOW THEREFORE, for and in consideration of the foregoing
covenants herein contained, the Parties hereby agree as
follows:

1. The Subscriber hereby subscribes to

common shares of the Issuer at a subscriptio n price oF -------
Pesos
Pesos
fPho I per s hare, for a total subscription price of
00), the receiPt of which is ackno wledged by the Issuer
(Php
or
2, Each Party represents to the other party that all approvals Icorporate
have been obtained
otherwiseJ required for the execution and delivery of this Agreement
and that this Agreement constitutes a binding obligation
of such party' enforceable in
accordance with its terms.

The ciocumentary stamp tax clue on the original issuance of the

shares
3.
subject.of rhis Agreement shallbe for the accollnt of the Issuer'
)r/

18
 EXECUTION COPY

each of
ntay signed i1 n1y' nrtmber of collnterparts'
be-ani
4. This Agreement
aff of which constitute one and the same
wirich shali be deeilecl an originaf
instrument'
by the laws ol the Philippines'
5, 'Ihis Agreement shall be governecl
on the date and
f the Parties have executed this Agreement
IN WITNESS WHEREOF'
place above written

MINING
VULCAN INDUSTRIAT AND Subscriber
CORPOBATION
Issuer By:

By

finsert notarial Pagel

v
n{ L9
 EXECUTlON COPY

ASSIGNMENT
OF DEED OF
ANNEX B: FORM
DEED OF ASSIGNMENT

This Deed o
bY and between
2A21 ar at
and w ith address
of lega l age, FiliP ino,
inafter ref'erred
to as the
[here

"Assign or");
-and-
corporation
AND MTNING
CORPORA'tO}."'
vULCAN INDUSTRIAL

*ruffi h{#J1.^?djir.tiffi
n' r
to rte r e re r r e d
as
lau li* o s' *a'" iii*fi.' "I
i

tyl':jtr*#m "t,iil+#;;f
"Assignee"J;
the
collectively referred to as
hereinafter
the Assignee is
fthe Assignor and
I;ilt;;";nd each' a "PartY")
THAT:
WITNESSETH
of
thc ASSI gnor is
the registe red ownerCorPora tion equiv alent to
w HEREAS, Mineral R esources per share
shares in East Coa st r value of One Peso tPhP1.00)
comm0ll ) with a Pa
Pesos [PhP
caPital
Itil e "Shares"); to the increase of authorized
to subscribe
Assign or wishes suc h subscriPtion;
WHEREAS, the Share s as Payment for
ee and use the
stock of the Assign the Assig nor herebY
of the forego ing, don for the
consideration
THEREF ORE, for a ncl in as paym ent of its subscriP
NOW ee the Shares'
ffansfers unto the Assign with details as follows:
assigns and caPi tal stock,
of authorized
aforesai cl increase Amount Paid
Amount
No. of Shares b ed
Assignor
Sub scr ibed

TO TAL

)r/
20
 I]XECUTION COPY

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date and
place above written,

VULCAN INDUSTRIAL AND MINING

qoRPoRATTON Assignor
Assignee
By,
By

[insert notarial page]

),/
27
 EXECUTION COPY

GROUP
ANNEX C: FORM OF CERTIFICATION FOR HGP

REPUBLIC OF THE PHILIPPINES)

CII'Y OF ) S'S'

CERTIFICATION

at
of legal age, singlefm arried, FiliPino, with address
after being dulY sworn in
accorclance witl-t }aw, do l-rereby depose and state:
pursuant to the
1 I am the duly authorized representative of the HGP Group
Memorandum of Agreement executed on
with Vulcan Indusirial and Mining Corporation (the "Agreement")'
a
of the Republic of the
corporation duly organized ancl existiig under the laws
125 Pioneer Street'
Phiiippines with principal office at Quad Alpha Centrum'
Mandalr"rYong CitY.

tlre representations and warranties containecl in Section

4'2 of the
2. A11
aspects as of
Memoranclum of Agreement are true ancl correct in ail material
date.

of any material adverse

3. From tl-re signing of the Agreement, we are notaware
change occtrrririg in the o[erations of East Coast
Mineral Resottrces Company
Incoiporatecl, its assets and liabilities' as clefined therein'
or threatened before
4. We are not aware ol any action or proceeding instituted
public authority to restrain or
a court or other gou..n*tntal body or by any
prohibit any of the transactions contemplated in the Agreement'
shail have the meanings
Definecl terms userl herein ancl not otherwise clefinecl
ascribed to sttch terms in the Agreement'

lN WITNESS WHEREOF, t have hereunto set my hand this

day of -.- at
-
...--.-=- city

Authorized RePresentative

{insert notarial Page)

,1,/
,).
LL
 EXECUTION COPY

FOR VIMC
ANNEX D: FORM OF CERTIFICATTON

REPUBLIC OF THE PHIL]PPINES)

crTY OF I S'S'
CERTIFICATION
FiliPino, with address
of legal age, single/ married,
I after being dulY sworn in
at
dePose and state:
a/- cordance with law, do herebY
resentative of Vulcan
and the dulY authorized reP
1,. I am the (the "CorPoration"J, a corporation
dulY
Industrial and Mining Corporation with
of the PhiliPPines
orB.a nized and existing
under the laws of the RePublic CitY
12 5 Pioneer Street, MandaluYong
prin cipal olfice at Qr-racl Alpira Centrum,
contained in Section 4'1 of
the
ancl warranties
2. All the representations tn"tttiinto by the Corporation and the majority
Memoranclum ol Agreernent Group")
of Eist Coast Uint'*t Resources Corporation ["HGP
sirareholclers

aspects as of this date'

aclverse
of the Agreement' we are not aware of any material
3. Fronl the signing
of VIMC as defined therein'
change o..r-t"in'g in tt"'t ofierations
threatened before
of any action or proceeding instituted or
4. We are not aware
boiy;;;y ari'V Uu'blic authority to
restrain or
a court or other governmental
contemplated in ti-re Agreement'
prohibit any of tf,e transactions
shall have the meanings
and not otherwise defined
Defined terms ttsecl herein
,r.riU.a to such terms in the Agreement'
day of al
I have hereunto set my hancl this
IN WITNESS WHEREOF' -
Citv -

Authorized RePresenta tive

(insert notarial Page)

W
23