10 2 SECURITIES AND EXCHANGE COMISSION ‘SEC FORM 17-A ANNUAL REPORT Pursuant to Section 17 of the Securities Regulation Code and Section 14% of the Corporation Code of the Philippines Forthe fiscal yearended December 31, 2021 SEC Kenifieation Number AN99906865 3. BIR Taxidentfication No, 905-301-677 Exaczname ofissver os specified in tscharter AB ITAL, INC. Metro Manila, ligpines 6 (SEC Use Only) Province, Country or ater jurisdiction of Irdustry Classification Code: Incorporation or organization Unit 504 Galleria Corporate Center, Edsa cor. Ortives Avenue, Bray. Usong Norte, Quezon City 2100 Adeiress of principal office Postal code #6302] 532-8654 lesuer's telephone number, inclucting area code NA Formername, former address, and former fiscal year if changed since last report ‘Securities registered pursuant to Sections 8 and 12 of the SRC, or Section 4 ard 8 ofthe ASA Title of Each Cless Number af Shares of Common Stock Outstanding, ‘Common Stock, 90.01 par value 292,686,349,297 ‘Are any ofall of these cecurtes listed on a Stock Exchange? yes] Nol] it yos, state the name of such stock exchange and the classes of securities listed therein: Philippine Stock Exchange Common Stock Check whether the issuer: (a), has filad al reports required ta He filed ty Section 17 of the SRC end SRC Rule 17.4 thereunder or ction 14 cf the RSA and ASA Rule 1{2)-1 thereunder, and Sections 26 and 142 of the Corporation Code of the Philippines during the preceding twelve (12) months (or For such shorter perizd thot the registrant was required to Fle such reports}? Yes] Nol J {b) has been subject to such filing requiremonts forthe past ninety 20} days? Yes(¥] Not] doata ebsites) we BSiws ‘Netuaracantectorn sae13, Stare the apgregate market value of the voting stock held by non-affilates ofthe registrant. The agerenste ‘market value shali be computed by reverence to the price at which the stack was sold, er average bid and asked prices of such stock, as of a specified date within sixty (60| days prior to the cate of filing. if a tletermination as to whether » particular person or entity is ar affiliate cannot be made without iwoling tnreasonable affort or expense, the aggregate market value of the common stock held by nor-afiliates nay be calculated on the basis of assumptions reasonable under the clrcumstarces, provided the assumptions ave set forth inthis Form, (See definition of “affiliate” in “Annex B") ‘Aggregate market value of voting common stock held by nor-afflistes as of December 31, 2024 is 1P3,622,982, 230.08 based on closing price of 0.08 per share. ‘APPLICABLE ONLY TO ISSUERS INVOLVED IN INSOLVENCY /SUSPENSION OF PAYMENTS PROCEEDING DURING THE PRECEEDING FIVE YEARS: 1A. Check whether the issuer has filed all documents and ceperts required to be flled by Section 17 of the Code subsequent to the distribution of securities under a plan confirmed by a court or the Commission. wa vest] Not] DOCUMENTS INCORPORATED BY REFERENCE 15, iFany of the following documents are incorporated y reference, briefly describe them anc identify the part of SEC Form 17-A into which the document is incorporated: (0) Anyannual report to security holders; (@] Any information statement filed pursuant to SRC Rule 20; (c) Any prospectus fled pursuant to SRC Rule 81 pein capa ne Sted eg ‘ital Rapns seta agePART | AUSIN 1ERAL INT Business Company Overview ‘Agolis Global Capital, Ine, (APL, formerly Yehey! Corporation (YEHEY), was incorporated on lune 10, 1988 to engage in the business of internet cnline related products (On August 9, 2012, the SEC approved the YEHEV's application to list 27 8-billon commen shares by way oF troduction in the second board of the Philippine Stock Exchange (PSC) at an inital price of P4 per share, (0 Detober 12, 2012, the Parent Company was Isted in the PSE. (09 Setober 15, 2015, YEHEY ceased to be a majority-owned subsidiary of ‘¥ sold its 66,9596 stake in APL to 2 group of ndtv dual shareholders. fentsge Equities, inc (V] when 05 October 12, 2016, the SEC aporoved the Company/s change in name te Apollo Global Capital, Inc. as ‘well as the winding down of its digital marketing operations and the corresponding change in primary purpose to invest In, purshass, or othorwice acquire and own, hold, use, sell, assign, transfer, | mortgage, avavantee, exchange, develoo or otherwise dispase of real or gersonal property of every kind and description, including shares of stocks, bands, debentures, notes, evidences of indebtednes:, and other securities or obligat ons of any corporation or corporations, associations, demestie or foreign, and ro possess and exercise in respect thereof all the rights, powers and privileges of ownership, including all ‘voting powers of any stack so owned; provided it shall nct engage as a stock aroker or deaier of securities, Additional Listing of Shares (On August 21, 2021, the PSE agproved for listing of shares covered in the following transactions = 247396,071,520 shares (reverred to as the Swap Shares) issued oUt of the Increase in AFL's ‘authorized capital stock For the Share-for-Share Swap Transaction between certain stockholders of JDVC Resources Corperation JDVC) sad AL, far the later to acquire JOVC shares; and, + 5,140,277,777 shares (foferred to as che Conversion Shares) ssved from a Convertible Loon ‘Agreement, whereln APt's loan amounting to PS0.0 milion prineisal plus ®1,602,777.77 interest (were convertad in consideration Tor shares, The Company has complied with the applicable requirements of the PSE for the listing of the Swap Shares and Conversion Stares including, among others, the submission of the swom Corporate Secretary's Certification attesting that the Swap and Cenversion Shares shall be duly lodged with the Philippine Depository & Trust Cors. (PDTC) and shall be made available in the POTC system on the scheduled listing date. Said shares will be voluntarily lacked-up in escrow for a peried af 180 days ‘rom listing ofthe sald shares ard shale aliible for trading starting February 8, 2022 Upon isting of the Swep and Co-version Sharas, all ssued and outstanding shares of APL or a total of 280,336 349,297 shares as of August 21, 2021 have been listed. Prior to approval of listing, ool 27.8 bilion shares out of the 280,336,349,297 shares that were issued and outstanding were listed with the PSE, Fofow-0n Offering On August 6, 2021, the Company received the pre-effective letter from the SEC favorably considering the Regist‘ation Stazernent in relation o the proposed follow-cn offering of 12.35 billion shares (Offer Shares) at an offer price of 0.08 per snare. APL expacts to raise 9982.0 millon from the follow-on offering, prmariy to be used te acquire 2 45% stake in Poet slue Qcean Offshore Services Pte. Ltd. {P20} and additional equipment for its offshore mining operations. ‘The Offer Shares weie Usted on August 31, 2021. On listing date, APL's outstanding and listed shares Increased from 280,336,349,297 lo 252 686,349,297 ysilah| cape ne. 8 atest Sfatimepan Recta | PacedBusiness Since its change in primary purpose, APL operates as a holding company which ratains investments in JOVC, PT JAi, and PEO — companies essential in its mining operations, APL expects to earn dividends from these investments, which are dered from profits generated fram these companies’ operations. IDVC Resources Corporation IDVC is an entity reg)stetes wth the Philippine SEC tor the business aurpose cf affshore large scale ‘magnetite mining ard othar mineral resources in the province of Cagayan. The company geined wnersnip af the MPSA on November 28, 2021, denominated es MPSA-338-2010-I-0MA Amended- 1 covering 2,897.0 hectares for the Company to conduct research and mining operations 15 ilometers offshore from the municipality of Gonzaga, province of Cagayan, Phillippines. JOVC has conducted mining exaloration, gealogical nd feasiblity studies, and contracted experts in the file of mining to suecessfuly quantify and value probable magnetite ore resources in the broposed area, The ¢epesit resources of JOV have reacred a highly satiefactory tacnnical leva from inferred to incicated resources. Recently, alter revaliator of the mineral resaurces by the DENK aid the Mines ard Geosciences Bureau | MG3), che mineral resources have reached a status of high degree of geological confidancefrem inteated resources to measure! resources. (On Februzry 17, 2017, the Company and JOVC’s shareholders entered into a Deed of Exchange of Shares where I the latter hal issued 247,396,071,520 shares (par value of PO.OL per share) in exchange for 4,133,740 shares (ser value of P109 per share) at an exchange price of P598.48 of the latter, The deed covering the transaction was approved by SEC on October 8, 2017. Asa result ofthis transaction, the Company acquired 82.67% of JOVC. In December 2019, the Company purchased an additional 383,530 sheres of JOVC from ts existing stockholders for P267.5 millon resulting ina increase in ownership of JDC to 90.473. PT. JOVC Resources Indonesia (PT. JR) PT. JRL was incorporated to expend APL’s business operation anc to explore possiblities of complementary mining operetions in indonesia, a country also known for its substantial miners! eponits of ron ove PPT sRl was incorgoroted vith the indoresian Minty of Law (Similac to the Philippine Securities and Exchange Commission) and secured ite Deed of Fstablishment [similar to the Articles of Incarporation in the Philppines) on Septemer 17, 2021. t also obtained a Business License from the Ministry of Investmerts of Indonasia, which enables i t0 engage in the three (2) lines of businesses, as follows: (1) Grea: Trade of Metal Gres, (2) Big Trade of Non-metal Materials, and (3) Whelassle Trede of Solis, Liquid and Gas Fuel and Related Products. (On Septeraber 27, 2021, PT. JR! entered into s Memorandum of Understanding with Pelleized Iron & Titanium Vanadium (PHILS) Cerperation (PITY) and two (2) Indonesian farms, PT, Yakin Chrra Mandi (PT. CM ard PT. Suber Rezekt So.usindo (PT. SRS) {he Memorandum of Understanding sets out the agreement ofthe paites forthe establishment of an uparadling plant by PITY that wil process raw iron cre from Indonesian minss and recess it to export quality Iron ore with €3% and above magnetic fection, to be sli lecelly or exported to other countries. Eventually, «pelletizing plant will be estaclished for forward integration in the supply chain, ‘ultimately selling iron pellets tothe steel smeter plants in Indonesia or in other countries, Under the MOU, the obligetions ofthe parties include: 2, PITY to fund the upgrading plant oroject and operate and maintain the upgrading plant and the pelletizing plane; PT. JRi to secure perm ts and licenses for iron ore mining and trading and for the operetion of the vggrading plant: conduct mining. transport and trading for iron ore operations; and orovide ‘adequate site with utibtls for the operation of the upgracing plant and the pelletizing piznt; gta cg eB kas6. PT. YEM, which owas iran ore mine tenements in Kalimantan, indonesia, to previde permitted ‘mining area and ensure long term iron ore supply For the plants; and PT. 5RS to provide consultancy services ane corporate social responsibilty services, The sther terms of agreement, including the details o the commercial agreement among che parties, shall be covered in 2 supplemental agreement te be entered Into by them. F Jal wilacply fora Special Production Operation Mining Busines License For Tading (UP CPK) with the Minis of Energy and Mineral Resources (sia Lo the Department of Energy and Department of Environment and Natura! Resources in the Philippines}, whichis a requirement to undertake mineral tradingin Indonesia. Coupled with 2 Memorandum of Understanding (MOU) with an indoresin mie ‘owner, this (UP OPK will allow >'T. JAl the right to mine in the mine area subject of the MOU, oat Bive Ocean Offshore Services Fe, Ltd. PQ0 is @ Singeporean company ergagod in engineering design and consultancy services supporting ‘mining, oil end gos extraction and offshore exploration activities, it siso owns MB Siphon |, a marine barge outfitted with siphon pumps anc magnetic separators to draw magnetite iron ore from the sea floor, which willbe used for the offshore mining zctivties of OVC (0n 20 September 2021, the Board of Directors of APL has approved the execution of an Instrument of luansfer af shares covering the acquisition ky APL of 49% ownership of POO. The transaction Is consistent with the use of preceeds in the recently completed follow-on affering, where the APL committed to use the net praceeds from the offer primary ta buy a 49% stake in PBO. Principal Products or Services JBYE, through Agbiag Mining and Development Corporation (Agkiag) as the Vine Contreetar/Oparazorard its Equioment Procuramant Contractors [EPcs), wll institute environmentally safe and eifective offshore mining methods for che extraction of magnetite lon senda the offshore area of Gonzaga, Cagayan. Hignly technieal professionals have contricuted their knowledge and experience in coming up with state-of-the- at methodology ta be able ta Implement the project in terms of high-technology production systems. Management 4asnerm » aavaman » asda Dis Tete $b Sueno 6 dascamsin » desusicsie DabsteteutRess —Toelbi see a ee Pie ye egy Pb _sgasawote > aesszensiy © zest sissse Someriesite rl Fen 20m zoe la persire Taney aeataoaM 7 same > _anwenon Famer ‘ed inte ae mimes mss a ook ove ps shre > ooze > co 200575 Arieraming os sokieniersheyerstnineiew FRSA Ren) Bb pate ‘nde wegitad ie tn oahirn sec Emap ye a n 20mm (oors] Punt ‘Results of Onerations {December 34, 2021 vs. December 32, 2020) Terie ss ecorsoeemie Tae —| ro 2 WreQieq —age | zon 2a erro . > = tap oe rece = nol nea Geaprote . . = va] we an rea x ammianevecsts sepa garsizsi| —ooamar| sso] nea eet es PF aeuasts) » asmesss| —coama} ansoml new prerecome sa? ‘amr isso oissm| we Franca 7309) yaomasa)| pans) mesos] nea Shaves ntearamarotaiante omni =| mamas wa threes net eons) pom) suas mamas] na Protector baeit ——=S~S~CATINNS © veInIy] ARMs isan] waa one tase soem sim | sano. sana] na a rettouborte rod memes p _aazeromi| —resorany eens] ov General & Aciministratve Casts The Groue’s general & adminstrative costs Increased! by 193.08% % which was primarily due tothe i fees pertaining te the follow-on offzring and the listing of additional shares. Finance Income Total interest income increased by 655.62% arising from higher cash balance from the proceeds in the follow-on offering, Finance costs “The 24.90% incraace in interast ic correlated! to the adaltjonal interest-bearing loans and borrowings. Share in Net Earnings of Associate The amount pereains te the 495% share in net earrings of PBO. Details of PBO's earnings comprise or an Jimpairment reversal ofits shipping vessel Profit Before Tox The Group raported a profit for the yeer which was attributable te the share in net eermings of P3O. The earnings are releted from the reversal of Impairment from its shipping vessel and mat from current operations Income Tax Benefit locome tax benefit increased due the recognized deferred tax benefits trom the Group's ne eporating Josses carried ever anc from ECL impairment on its recehvables From related parties, pole cal ata ne rng Minton ie reemi ea nae1, 2021 vs, December 34 Einancial Condition Decemibe Bannan ane a a, ce ‘Aas cam imams © coms eignenn maTetoe ase vos ectis pal 2 yates vs cm tats| Eira sas Souse nemo _ajerscs muon tna Tesla Hussam» asipsy —Nooayais caseary aves Use mesrert szeate ream» = wap re sas ou Hine vepetis aitgwase " iagmmss Hemoor7 Omaha beserccre conosco aes ‘aemien = (uaes| Jase La Protarya examen net aeimast fave enees rae Gem OU A ne ae a0 gist semmnoce tara em bs ate? ASDSTODE uae teas sues SS 4csenaan pAMTAIOEA Lowaysoe 35H NFER 10900 et ees ‘ecoute and © aes » © — aasmore (esses) © aot One ineren bang wena Srenms “Seca rut asm osc fom fora suman, Simp ssa site OS “ea crt ates aE a TT en euran ties: Inar-toning vos torowes P= eTamasos asec aman ony] sosxsehomaseses sass sous yess 05k noe Taalneutes Wisp nSSERIM Pastas NSH sa aay Toa ai eaves 9 anso2 et sumas7e 3468 Tae] uty rv apd > xenmecnaa # suusomae eae sana zs Save premw9 ‘exons apse ss Ose purses Rae (eacer7A ‘cum aA Sew compart Santee a ee ee ee ot oti st isa [essisey "Lino aase “9307308 Texas = sae psgias10 LpMooywus——aesTK esse was ra. camuries neo ee ee ee Total Assets Total assets of the Grous incraased by @1.1 billon (32.53%) arising from the fcllow-cn offering. The proceeds were used to azquire 499% of PBO, acditional machinery and equipment, eile 200 milien remains unused. Other Current Assets other current assets inereesed by 1,107,848 (28.1%). The increase in ether current assets is primarily ‘used by the merease In Input toves (rom che purchase of additional machinery. Mine Properties Mine properties inckide mineral acscts, patent and mining costs, The increase In mine progervies primary caused by additonal mining costs. Property & Equipment —re' Property & equipment Hicludes offce furviture, fatures and equipment and transportation vehicle, The increase in property ane equlpmert is primarily due to additions in machinery and ecuipment to be used in the mining operations. ne 8 carne creat see hea aeDeferred Tox Aassts The increase in the deferred tax assets account pertsins to the recognized deferred taxes on the future tax eductibilty of net operating losses carried cver and ECL impairment, Total Licbitties Total lab bties have Increesed by P55 milion (14.38%), which was primanly causes! by trerease in interest bearing loans and borrowings. Interest-Bearing Loans & Borrowings Lozns & borrowings pertains ta loans from Cagayan Bue Ocean Offshore Aquamarine Serves Corporation (CHO). \n 2024, the Group availed of additional loan from CBO amounting to P52.4 milion for working capital surposes. Total Equity She increase in total equity of P1.0 lion in this account primary pertains to the transactions on the follow-on offering, jesus of Operations (December 31,2020 vs. December 2, 2010 Terese ress Dane Timea aaa] 2006 p18 Tactics! age | oto 10 Fem a =e a rT cere edmnetnie cen ose, Loxszsen| spasayy rans] oe patente: > tsnase + Samar arutkl ws rans ia a7 aawam ease] oe France nes eae) msm mare] Jcneraneases neh . asm) 30857 as bela bnett ° Grenis) © Team sue oa nce wc bone ra less) 38 " esstrtne ered ee Genero! & Administrative Costs The Group's gerersl & adminstrative costs decreased by 17.11% 8% which was primary due to the decreese in mcbiliation costs, taxes and licenses, representation arid transportation and sravel [31.99% of the totel general and administrative cost). Finance incinme Total interest income decreased by 99.79% since the Group lost interest from loans rece! collected in 2018, fe which was, Profit Before Tax The decrease in loss before tax was primanly due to decrease in genera) and administrative cost incurred dating the period. Incorne Tox Benefit Income tax benefit decreased by 38.8% due the expiry of tax banetits trem NOLCO and unrecognized cipforred tax bereits from current year lose. ei aeinangial Condltton Oacemner 41, 2020s. December 31, 2019) ssiocente 3 Tei a i eo melon) Sage aust ca , > saan gata) anne | Sterourenasits vais asa On, Toad errs > Dapiega7 ___e7e8) aso Mvrcestcrcoar Rises Sie baa sow 6ecpmant-oe hiseo—s7aiR Oe Iara aes nt ‘kerr = Sloe Ge otras ase 635535, pace tea Teal weamniaas PAB SI0Su pSBATSR ELS ules wom snes ToTALASETS ee ee ee rewaers we EE MiABILITiES @ cQUITE cuentas Teavesindehmtnentin 9 LSTSSTE P= wm ase “vcore nts Bovrourgs pre “ asssa000 ne 04D 35100 sso = oak ese 7 ogs76 > ssmeiss seas seo at Inercivetrabaistorsuegs ® —-aAROIMO = AsMsNGtD ACO eA OTRO Cheer Tabeipos = waves (ueuese aco an] son a sed pty ersoass Tesusss ese er za. __ 6258 ‘guinencireniabitis F _ayimaas) Pp —aeLmsss aye aoe uu 7s “lass PSB ews GLORIA ey ‘brea! Pp Ruaygmos » seas coos sam Suresrenir ‘sess ysmeast ~ bam “osm pecundbes its ee) Riess) stews) see es Tatu sabe alate Feetenpanes Shorter > arama © termi sete] oN aaah suing feces Rega “Ussianl gase 738 Teale Daas zasig p> Rosisassa0 (nezeraue| 050% BRON ForALuaaumes 2 SOT e awemen » sswuesisy rece 02% HHH Total Assets ‘Total assets of the Group inereased by P8.7-miltan (0.26%, which Was primerily caused by the increase in ming propertias and advances to contractors Other Current Assets Other current assets increased by 307,053 (8.46%). The Increase in other current essets is primarily ‘caused by the inereate in input taxas and construction bond, Mine Properties Mine prozerties include mineral assets, patent and mining costs. The increase in mine properties ts primarily caused by aciditional rvining costs, Property & Equipment —net Property & aquipment includes office ‘urniture, fixtures and equipment and transportation vehicle. The: intrease in property andl equipment is primarily due ro additions in office furniture end equipment Apetocnbt cap ne 2 er Sfetadan Ce Ramer ANN Pagevil vu. Totol inbiities otal Hab lties have increased by 625-milion (7.01%), which was primarily eaused ty increase n accounts & sther payables amounting to P1.24-milion and intecast bearing loans & borrowings amounting toP23.6- milion, Imcerest-Bearing loons & Borrowings Loans & borrowings pertains to loans fram Cagayan Blue Ocean Offshore Aquamarine Services Corgé (CBO), in 2020, the Group availed of additional [oan from CBC amount ng to P23,.6-milion, Accounts and Otter Payabies ‘The increase in the balance of this account by P1.34-millon was dua to the increase in aecourts and statutory payables and accrued expenses Total Equity ‘The decrease in total equity of P16.29-milion in this account pevtairs to the net loss that the Group ea in Its operations, Finencial Statements “The finarciol state nents of the Company are incorporated herein by reference and attached asan integral part of this SEC Form 17-4 Information on Independent Public Accountant and Other Related Matters Independent Public Accountant ‘The Company appointed Valdes, Abed & Company, CPAs as external auditors, covering the audit of the financial staternents for the year ended December 21, 2021 and 2020, Thair resconsibiliy is to express on opinion on the financial statements aesed on their audits conducted in accordance with Philispine Standards on Auulting. Reyes Tecendong & Co. was the appointed extemal auditors for the yeer 2019 ‘while Roxas, Cruz, Tagle & Co. was eppomntad for the years 2016 to 2018, ‘one of the appsintec extemal auditors have neither shareholding in the Company aorany eight, whether ‘yallyenforcearie or not, to rominate petsons or ta subscribe to the securities of the Compary. The dependent pustic accountants will rot ceceive any direct or indirect interest in the Compary and in any securities thereat (inching options, warrants or ightsthereto|. The foregoing isin accordance withthe Cove of Fthics for Professional Accountants in the Philppnes set by the Board of Accouncancy and apraved hy the Professional Regulstion Commiss.on, Auditand Audit-Related Fees Fees approved in connection with the assurance rendered by the external auditors pursuant to the regulatory and etatutery raquiramants (or the years ended December 31, 2021, 2020 erd 2029 amounts to the fotiowing: i Da aes Audit Fees 205,000 400,000 | _ 400.000 | Taxfoes The mdapendent external auditors did nct renderservices fortax acceunting, planning, compliance, advico, cor any other professional services for which it biled the Company the corresponding professional fees, Changes in ond Dissareertents with Accountants on Account ng and Financial Dicclosure ‘Trete were no disogreements with tre independent external auditors forthe years 7021 and 2020.0" aily ‘matterraiting to accounting principles or practices, discosure af financial statements, auditing scope and procedures, gate choca Ie tan staat een | agePART l= CONTROL AND COMPENSATION INFORMATION Directors and Executive Officers of the Issuer The overall management and supervision of the Company is undertaken by the Company's Board of Dirsctors, The Corrpariy’s executive officers cooperate with the Company's Board by preparing appropriate information and cocuments concerning the Company/s business operations financial condition ard results of operations far its review. Doardof Directors Pursuant to the Company's latest amended articias of Incorporation, approved by the SEC on December 22, 2014, the Boatd shail consist of 21 members, of which two (2} are independent directors. The table As forth each mamber of tie Companys Board of Directors as of Decernber 31, 2021. os N TE Oiterships | Age [Reston pened Served Sakador& Sartor Ocanpo | Fling | 51 | ChirmenoftheBoard | Oat 215— present David MDe Lacrs [Tipne [55 [rector Feb 2017 resent Navman De Leen wipe | 30 Bier Dec, 2015 present Grnitogher Go fiipino | 33 Director Mar 2019 aesere Bernadette Henera ty igine [45 Deector Mar, 2013 aresert Een un Tiipine [a racer 1 7015 greseat Nite Paulo Om ipino [36 Dxecior Dee 2015 presen ain Or Pascua fine [52 Diesstor ~on, 2020 present Coed Reegan Toho figs [<0 Director Dee 2018 pata even Wlaw § Tan Filpico [53] —pendone Oeecior | Mer, 22 sxeser George 0. Owa Cham Flipira [71 | lnependens Decor | Mar. 2021—aeesent Execute Officars The table sets forth the Cormpany's executive officers as of December31, 2021. f Name [ichzensiipam Aven) Trestion Slvador Araneta Saniv;-Ccempo| Finito | St | Charmanoftedoard | cr. 2015 presen. tori Pavia? tim Fisine | 36 Prosident Dac. 2015 ~ resent [Eson im Fiisiro | a6 Treasurer ‘Oct 2015 present ficarda Soho Fiisino | 66 | CH Operating Cifear | Aug. 2042 present ‘chustesher Go Fiipico | S| chef rmanaal Oricer —|__ar_2018=present ely SicknsonT.U Filipino | 39 ‘Compliance Officer | May 2017 resent Hrstina Joyce C.C3r0- Sandan Filipino | 39 | Corporate Secretary | Oct. 2015 = orarant ‘Mtr Ricardo L. Saludo resigned from his postion as Chief Operating Oifcer effective April5, 2022 due to The Beare has elected Ms, Nympha R. Pajarillaga as Chief Operating Officer effective other commitments. Apsil 3, 2022, ‘Dusiness Experience and Other Okectorshios The business experiense of gach of the directors and executive offices of the Parent Company isas follows: Mr Salvador A. Santos-Ocampo Creieman of the Board Education: Business Management and Economies (International Academy of Management and Economics) Professional Positions: President, Victoneta Rentals Corporation (2014-present), ane: Sanit Food ard Beverage Specialist Corporation (2013-presern) Treacurer, Salvader Araneta Memorial Institute (2001-present) deni ttn a ucatesMr. Vittorio Paulo ». Lim Director/ resident curation’ Protessional Positions: Me. Edwin T. im Diractor/reasurer Edveation: ‘Mr. Ricardo L Saludo Chief Operating Officer Education: >ofessicnal Positions: Me. Christopher €, Go Inerdlsciplinary Studies (Ateneo de Manila University) President, Y25 Property Developer Co, Inc. Corporate Secretary, Band P Resity, inz., Crampacs Development Corporation, x2 Enterprises Ca, Ine. WMP Prozertios Dove! oamant inc, Zelle Development Corporation, Tarae Centerpoint, Panillo Centerpoint Treasurer, Vini Agro Products, Inc achelaraf Science in Chil Engineering [Mapua institute of Technology 1997) General Menager, 3UIM’s Textile Manufacturing Industries, inc. {2000-present) Bachelor of Arts in Literature (Ateneo de Wanila University 1377) Masters in Wedia Management (Asian institute of Journalism and Communication 1984) Master of Science in Public Polley and Management (University of London 2009) Postgraduate Diploma in Strateny and Innovation (University of Oxferd 2011) Enrolled in Doctor ef Theology and Ministry Program (Durham Universty] Lecturer, Enterprise Risk Maragement Acaderty (2038-presen:), Aien20 de ‘Manila University (2011-2015), University of the Prilippines (2011-2015) Presidential Spotesgersan (2010), Chairman, Cv Servica Corwnssion {2007- 2009}, Cabinet Secretary (2c2-2008) Drectorichel Finance Officer Eduestion: Leensure! Professional Positions. Mr. Dovid M. De La Cruz Director Education: Professional Positions: Mr, Norman de Leon Director Education Professional Poshions: Bachelor of Science in Accountancy (De La Salle University 1988) Certified Public Accountant President/CEO, Modeme Citihomes Davalapment Corperstion, Perfectsoot Development incorporated, Nation Builiers Global Logisties Corp, and Sky Builders Development Corporation Bachelor of Arts in Economies and Bachelor of Science in Commerce major in ‘accounting (De La Salle University 1986) ‘Master's Degree (De La Sale University 2001) EVP/CFO, Sta, Lucia Lane, Inc. (2022-present) ttacheler of Science in Information and Communications Technology (Sen Beda College Maril 2013} Presicent and Authorized Managing Offiger, MWAWN Canstrueticn and Trading ‘Corporation |2015-present) poleietepte tsMs, Bernadette Herrera-Dy Director Eeucation’ Bachelor of Science in Business Economics (University ofthe Philippines) Master of Science in Finance (University of the Philippines) Professional Positions: Congresswoman, 18 Congress of the House of Representatives (Bagong lenerasyon Party\st) Chairperacn, Committee on Women and Gender Equality (17° Congress} \iee-chaleperson, Committee on Welfare of Children (17 Congress) IM. John Oliver L. Pascual bwrector Education achslor of Arts in Economics (De La Salle University) Professional Positions: Director, Level Up Gastranomy Inc,, WLCL Manpower Solutions Inc. Treasurer ard Maraging Director, Philippines International Life Insurance Co., nc. ‘Manager and Director, Filipina Loan and Credit Carporation Mr. Loyd Reagan C. Taboso Dirgetor Eciucation: Bachelor cf Arts in Multimedie Arts (De Le Salle-College of Scint Benikie} Professional Positions: VP and Co-Faunder, Cignvs Philipsines ine VP, Caxeyan Blue Ocean Aquamarine Services Corp. ‘Mr. Lucky Diekingon T. Uy Complience Ofticar Education: Eacholor of Seienca in Chemical Engineering (De La Salle University 2005) Drefessicnal Positions: Stockbroker, $B Equitles (2027-present) and Venture Secunties (2013-2017) -Acry Kristina Joyce C. Caro-Gangan Corporate Secretary Education: Bachelarof Arts, Majarin Poltcal Scianece, cum laude (University of the Philippines 2002) Bachalor of Laws (University of the Philippines 2006) Licensure: Philippine Bar -Lowyor Professional Positions: Partner, P\caz0 Suyco Tan Fider & Santos Law Offices Mr. édwin William S. Ten Independent director Education: Bachelor of Science in Management of Financial institutions (De La Salle University) Professional Positions: President/CEQ, Brant Group of Companies (2014-present), iquigar Corporation (2019- present), ard Federal Brent Retail Corporation (2002-cresent) Chatman, Brantoa Ince-national Venture Manufacturing Corporation (1897- present), Eoo Savers Group Ventures Incorporated (2018-present), anc Inlend (Quality Gaz Ventures Incorporated (2020-presenit Director, BMF Gas Corporation (1995-aresent), EWT Corporation (2008 present), Allert Smith Signs Corporation (1997-present), and Maysun fealty Development Corporation (2002-present) paisa caps ne rare stipe steno PuraM Mr. George O. Chua Cham Independent Director Ecuzation: Bachelor of Sclance in Chl Engineering (University ofthe Philipgines-Diliman) Professional Positions: Board Meer, Federation of Fiipine Chinese Crambers of Commerce and Industry (1989-present) Chairman, Belt and Road Initiate Committee, Federation of Flipino Chinese Chambers of Commerce and Industry (2029-present} President, Unique Lumber Ine., Qagupan City and Aziec Construction and uipment Inc Former Cneirmran, Sducation Committee 2nd External Affairs Office of FCCC, Pengasinan Universal Institute Board 0° Trustees, PEDPFI Pangasinon, Pangasinan ‘hill Competition Foundation (TESDA), Dagupan Chivese Baptist Churn, and ‘North Philippines Business Council Farmer President, Pangasinen Flioino Chinese Chamber of Commerce, UP Flisino-Chinese Student Association Former Distriet Commodore, 7° Cosst Guard District, POGA ‘Member, YMCA Gideons Red Cross Executive Compensation Allof the Company's directors and officars have not received any form oF compensation from inception Up te present other than a per diem for each meeting attended and annual per diem curing stockhoider's meoting. There is no employment contract aetweer the Company and the current executive officers. Adgition ther are nv compensatory plans or arrangements with respect the named exscutve officers that tesultee n or wil result from the resignetion, retirement or termination of such executive director or from a change-in-control in the Company. The Company has no price or stock warrants. Securtty Ownership of Certain Beneficial Owners and Management Security Qurership of Ceriain Record and Benef cial Owné ‘Tie persons or groups identified in the teble below arc known to the Company as directly or incirestiy the record oF benelicial owners of more than five percent (5%| of the Company's voting securities as of December 34, 2021: Tiles | ses: ! [commen [P20 Nominee / Filpine 181,515,582,540 esa] cexparaor(fhno) | Corre | FCO Nominee Non fips) —HGATSDE SA) S793) Corparatin Foreign) | PCD Nornines Corporation (PCP) isa nominee of the Philispine Depository & Trust Corporation (POTC) end the registered owner of the shares recorded in the books af the Company's stock and transfer agent. PCD. 's aprivate entity organizad by major insitations actively participating in the Philippine capital warkets to implement an automated book-entry system of handling securities transactions. rset cap ne tear we ohana tte a) agex, ‘Security Ownership of Management ‘Tre following table shows the shares beneficially owned by the directors and officers of the Compary 25, of December 31, 2021 ee eae ¢ set | andfelatiorshig with and Relancnshi wit sEeccent | ET issuer = Resotd Oren Z ne) a common |Uaid Reagan C Taboro | love Reagan C Taboso | Fagina | 46,473,872,000(0)| 158806 [eames [John Olver. Pascual [John Giver Fascual | Film 7,950,000(0)| 9.00% [commen Ewin. Lm lyin Tis pine 756, 700(0)| 300% [coinmon [Dave M. be (atria avd M1 Bes Graz Fig | xog.00010)| 200% Fomraon | CxsivanerC. Co Creetoohar CGO -ipino| 1c0,50910)] 2.00% Commnon TEdnare Willam §,Tan[Ednaro witam Tan | Filpino 700,305 (0)] 2.0088 Common [tuewy Dickson F_uy [Lucky Dickinson Uy | Flpino 70,5000) 00% Common [Vitus Paulo Pe Lim | Vttore Paulo P-Um Fiipino #:109(0)| 00% Common [Georae 6 Chus Char [George 0. Chua Cham | Fino 155040) | 0.00% Cemman- | Sehacor A sana Sakeder A. Samar Fipino 16040)] 0.00% Sezm00 Gcamoo. _ Common |Restau (Soe. Fars Sah Fipine som) opm [Common [Bernadette Herrersby | Bernadette nerrereby | Fi 2 10}| 02% carmen | Norman bsteen errr Oe Leon Fligino (0) — cox fcommon Perstirs layce © Caro | Rist oyee Cato | Flinn ‘o1p)] com Gongen angen Voting Trust Holsers There ie no party known to the Company as holding ary voting trust or any similar arrangement for five percant (5%) or more of the Company’s voting securities. ‘Cortaln Relationships and Related Transactions ‘There are no significant employees and no family relationships amiang the current directors ard offices, aswell as the nominated cirectors and oricers ‘Trangactone with Related Parties The Company enters inte transactions with afflates and other related parties on an arm's \enath bass. ‘aigned with this thrust, the Company, in dealing with affilates and other related parties, ensures above- board transactions and fairness and equity among all prties. ‘The Company exerts efforts to obtain the most beneficial tarms and conditions far the Company, taking into consideration various factors inclusing pricing anc quality. Forthis purpose, the Company determines the prevaliig and applicable price in the market: Inthe process, it also gathers quotes and/ar proposals from other parties engaged in similar or the same uncevtekira. FHased on these, = comparable summary is presented to ascertain a fair price for the applicable reloted party transaction ‘Moving lorwerd, the related party transaction commites shall review all related party transactions of the company. Related party transactions are discusced in Note 23, Related Party Transactions, to the 2021 audited financial statements, sateetinisistsXi PARTI. Corporate Governance: ‘The Manisal on Corporate Governance (MOCG) of the Group cetalls the standards by which fe conducts sound corporate governance that are coherent and consistent with relevant laws and regulatory rues, and censtanchy strives to create value for ts shareholders, Evalyation System Evaluation ie delegated to the Compliance Ctficer who is part of the Company/s manegement and is tasked ‘wth tie monitoring compliance wich the MOCE and related imiasitions of reguatory agencies. Ulumate responsibilty for the Group's adherence to its MOCG rests with its Board of Directors, who maintains four (4) committees, each cherged with oversight into specifi areas of the Group's business actiaties The Executive Committee (EC) assists the Board of Directors in oversight responsiolities over the Group and execution of stetepies and prackces including regulatory and ethical compliance monitoring. The EC ensures thet the Group conducts its businass following sound corporate governance principles and in accardance with relevanclaws anc regulatory ules, They are also tasked twits overall risk management ef the Group. «The Audit Committee (AC) is resporsible fer recommending the external auditor and ensuring that rnon-audit work does nat compromise thelr indepencence. The AC reviews finarcial and accounting rmatiers +The Nominetions Committee (NC) if charged wich ensuring that membership to the Board of Directors ig tiled by cualified members. The NC also ensures felr representation of indegendent members on the Board of Directors by formulating screening polcles to effectively review the qualifiation of nominges for independent directors + The Compensation ard Remuneration Committee (CRC) is tasked to ensure fair compensation pracuces are adhered to throughout the organizetion. Measures Taken to Comply with Adooted Practices on Good Corporate Governance The Sioard of Directors of the Croup Fokis ropular meatings, each with a veld quorum. The Soard committees regularly meet to ensure fair corporate governance standards were belng applied throughout the organization. eviations from the Moce ‘Tre Group ie commtrec'to festering good corporate governance practices including a dear understanding by directors of zne Group's strategie objectives, structures to ensure that the objectives are ging met, systems to ensure the effective management of risks, and the mechanisms te ensure that the Group's ccbligations are idenisfied and discharged in all aspects of its business Plans to Imp-ove Cormorete Governance ‘The Group consnues to evaludte aPe reviow its MOCS to ensure that the leading practices corporate governance are being adopted. fon good oaks Sat cee ihn SERENA acesBART V-—BCUIBITS AND SCHEDULES XN, Esibits and Reports on SEC Form 17-C List of Corporate Disclosures under SEC Form 17-0 [Current Reports! APL reported the follawing items on SEC Form 17- for the year 202; Decne) FINED |e Date. Date! | No. Mate Jan.31 | Feb.t | $ Clarification of News Report ~ Apelio Global announces subsidiany’s start of magnatite mining operations in Cagayan, Feat | reba | © Press Releace — Agollo Gieba| Capital, Inc (APL) pleased to announce tat its subsigiary, JDVC Resources Corp. Is ready to commence production of magnatite iron ore ths February 2021 Feet | Febi |e Amendl] Press Release —Apelia Globa) Capital, ine (APL) s pleased to Anneunes that hs uesid ry, JOVC Rescurces Corp. is ready co commence production of magnerite iran ave this February 2023 Fae | Fabs | © Clariication of News Report ~ Apolio Global prepares for Follow-On offering Fees | Fabs |S [Amani] Cafication of Vews Report Apollo Global prepares for Follow On offering Febd_| Fobo |S Follow-On Offering of Apolo Global Capital, Ine Feb is | Feb 16) © ‘ply to Exhange's Query ~Purchase ofa 49% stake in Poet blue Ocean Pie. Ltd. by Apollo Global Capital, nc. Wana | Man? | © henge in Indezen dent Director — Resignation of Karence by and Acpointment of Cdward Wiliam $. Tan Mars | Mana | 4 CCharige in Indesen dent Director — Resignation of Deo G. Contreras Jr. and Acpointment of George 0. Chua Chem Mars | Mang | # mend] Change in Independent Director — Resignation af Deo 6. Controras Jr and Apzaintment of George ©. Chua Cham Arie [Annis | 9 Press Release - Deploy ment cf first deep sea siphon mining vessel by APL’s subsidiary JDVC Resources Corporation May? | May7 | 9 Supplemental Report to Results of Exploration and Mineral Resoures Estimates Tune Jon 36 | 9 [Glcestans resting t JDVC Resources Corporation “un.25 | Jun 30_|_« [Death of chief Ope-ating Offer, Mr. Gary 8. Olvar “tic? [uk 7 1 9” [Election of Replacement Crsirman for JOVE Resources Corporation Tug 6 | Aug. 9 | 9 [Follow-On Oifering PresEfectve Letter Thug. 13_| Aug. 15 | 9" [Folloe-On Ofer Firal Ofer Price = ‘Aug. 30 | Aue. 20-9” | Foreign Ownership Umit ‘Aug. 20 Aug. 23 | 9 [[Amens] Fore gn Ownership Unit ‘ag.27_| Aug. 31 | + | Election of New Chit Operating Cfhcee ‘Aug. 27 | Aug 31 | 9 [Results of Follow On Offering ‘Aig.31_| Seo.1_| 9 [Follow-On Offering (FOC) Net Proceeds and Use of Proceeds Sex 20| Sep. 21 | 2 [Acauisition o Poet blue Ocean Offshore Services Pa. tz, (PSO) Sea. 22 | Sep. 22 | 2 [PSE Disclosure ~ Substantial Acquistion Relating to Acquistion ofPeet Bue Ocean Orshore Services Pte. Ltd Jen dd | Sep dd | 2 | PSE Disclosure — Acquistion of Post Bue Ocean Offshore Services Pte [td (P80) Ten D7] Sep. 26 |_9 [New Mines Corsortiim Agreement of OVE Resources Corporation Sea.27 | Sep.28 | 9 |Memorandum of Understonding for Indonesia Mining Project Ge 15 | Cet 15 | 9 [Arnal Stockroldere Meeting forthe Year 2023 Dec. 10] Des 12 | 9 [Results of the 2021 AnnuolStocenolsers' Veoting Dee. 10 | Des 17) 9 [Resulls of Organizational Macting of tho Beare of Directors See attached exh bits pommete SanSIeNATURES jathe regulrernones af Sectisn 17 of toe Code and Secclon 44) of re Chr ration Code, ews reat te ners ned, thereunto duly authored, in Queran Cry on Pures signed an bebifol Auotlo Gepa’ Capel ne, May. 26, 2022, lusuer: APOLLO GLOBAL CAPITAL, INC. Pursuait £9 the requirements the Securitas Ropulsten Cede, thi annual revort has been signed by the following pevzone in the capactiesand on the dates ested, By - Ro ‘ison Pain diike ctv Dae May 18,2077 Bate May 16,2022 “ Seasie Tonga, L Biyilig Mercia. Puiga Tee onfonwatag er Dame May 25.202 ‘SUBSCRIBED AND SWORN to defore ms. 2 Noti-y Pubic for and in AIMETON City, MotiHp Manta, YEYQUD. ants rogercaly none r2 he ery Raa centrmed rough aadGe it evcence of identity beating the atfisnts’ photograph and signature. wane Idertifeation Datectissue Pace oftee ene te Diverter Me MOLERGBLASE tar 0.2058 470 eterna ae Miwehe Faas verse te EO Fievan tere asset apcicneer 9e, No. Page Ko, ose No, Series of 3022 Pi onic bicCOVER SHEET £00 Reghtration Nember alilolols ols s|éls Company Name alplolz[cjo] [clcfo]sla|x] lelale[ eit [e..] [txie] Je uja{s[1jpolr[afeiifels LI Prineipal Office (Wu./Séreet/Barangay/City/Tawn/Provie v[y[i[t] [sfols elalu[Lle|R} tla] [c}o]R|Pjo{Ria cle|x{rlelel.| [elolsja] fejole[yfelR| jojRiti rela Al¥je[niujel.| [elriely].]| jvlele|xfe] |xjojR| tel. alu elt Department Report Secondary Liceuse Type. I Applicable i]7]- m]s{R |p COMPANY INFORMATION Compuny?s Ramat Address Compuny’s Telephone Numer’ ‘Mobile Number NA (682) 8532-8654 NA Nv. uf Sockholders Annual Meeting (Montt/Dry) Siceat Year (Monthy) 805 Last Friday of Jane December 31 CONTACT PERSON INFORMATION “Te desgncat enait peson MRT ay Olive of te Copeation Name of Contact Person Feuall Address ‘Telephone Numbers Mobile Number Kristina Joyce Caro-Gangan main@pleazolww.com (632) 8532-8654 [ NIA Contact Person's Address | Unit $04 Galleria Corporate Center, Fasa Corner Ortigas Avenue, Brey. Ugong Norte, Quezon City Not i sve of deat resignation or sesention et afies af ne Orect signa mts pn, sch ident sal repo he Cotrsion itn thy (2) ‘leider sys Per he axcarence eof wit fxm aid rnp ove deals Ue row contact perton dex gtd. 2 AL Baces mb projesty ancora Sillecaup. Faire do so shall nase oe dey in pang he Corporan’secerds w rece oF ue of Devices, Fur, rrmiccit of Notice of Deicke hl not excuse te Corporation en iil fr de ae Conunsion anos caeApollo Giobal Capital Statement of Management's Responsibility for Consolidated Financial Statements ‘The Management of Apelto Global Capt, ne. & Subsdiavias he Groups response for the presaration and falrpresontaton ofthe consol dated finandl’statame'rs Ineluctng the tehadules aetaehed therein, a8 ac Decemnbor 31, 2022 ane 2020 and for toe three years ended Dacembier 31, 2071, 2020 end 2929. in aceardsnce with Philppice Financial Repartog Standorde, and fer such internal contr! ae Management ‘determinests necossary tenable the preparatbr ofthe coneolidztec financial etatomencethatae free rom rereral misstatement, whether due to ‘taud or fro. In preparing the consoicated Francia! statemorts, Management i respons fer assasting the Grau’ abilty to caitinue as a pons concern, dsclosng. es aoplcable, matters re atad to gong concer, ant using the gang concern sis of accounting unless Managemen ite reendh ta fuile the Group orto cesse ‘op2"2tors, orhas ao vealistleaternatve rod so “The Bord cf Directors is expansibieforoversosins the Groun's Financial raporting process. he Board of Directors coviews and approves the coruoldated Mnancal tarements including the schedules attached therein, ona submitsthe same to the sha ehoidere, Velden Ahod & Company, CPAs, the independent auton appointed by the sharelcide's has audited! the ‘oniolidated Fnancisinatemants ofthe Greys in aceotdance with Philgpine Standards on Auditing, and in his repart tothe shareholéors, has expressed ts opinion on the falrnass of presansation upon compstion of such aut, ae a fo—r ' seuhers tanos Osmpo vitor Faio Pin Sudeo aan nae curiae ore Signed this 10 cay of May, 2022 gepeetcenniee (1 Seldied Presa wees aeQuezon: City, Mi SUASCRIBED AND SWORN to before me, a Notary Public for ane in Nome SeicearA Sintenocansa Veereraue Pus Chamapherc ce 2g Dee. Wo. Aad Page No. seek Ne Series of 2022 sn © Apollo Global Capital Paani » Philippines, ths atfants who are porsonally inane to me and whose identity have Contirmed through ice of dently bearing the aff'amis" photograph and signature, Ideiication| Dare of sue z eesiorena.7187"08 De beanes Ne 02-2052 Ponpor is LIEN. iefrf. ROSALINDA amoTARO YUE © Hoty ua uf commissiters ean in ‘seta Paes aPhone: (6329 RAB2-5931 1935 Valdes Abad & Srataun ving tecayasto2 os Sinai Cy fac (en gatH468 Company Rainer | (Parnes Hodes att & ascriens) (Behe DoaTC Rey Ro 8 ceriified public accountants | Cet snd Devo, SEC Avcrediacon No, (OM-SEC | eter era ENDENT AUDITOR'S REPORT The Stockholders and Board of Direstors APOLLO GLOBAL CAPITAL, INC, AND ITS SUBSIDIARIES Eormerly Veep! Corporation ard tts Subsidiary) Unit 504, Galleria Corpocate Center, EDSA comer Ortigas Ave, Brgy. Ugong None, Quezon City Opinion ‘We have audited the consolidatad fingneial statements of APOLLO GLOBAL CAPITAL, INC. AND ITS. SUBSIDIARY (Formerly Yeluy! Conporation and Its Subsidiary) which comprise the statements of cancial position a8 oF December 31, 2021 and 2020, aux the zelated consolidaced satemente of income, coniolidated statements of changes in equity, and consolidated sistements of cash flows forthe years ended ‘mober 31, 2021, 2020 end 2019, and noted to the finial staements, including w summary of significant accounting pobsies 1 our opiuion, the accompanying eoasolicoted financial statements present fairy, in all material respec's, the ianucial postion of APOLLO GLOBAL CAPITAL, INC. AND ITS SUBSIDIARY (Formerly Yehex? Corparaiion and Its Subsidiary) asof December 31, 2C21 axd 2020 and of is financia, performances ond its ‘cash flows for the years envied! December 31, 2021, 2020 and 2019 in aeeordance with Philippine Fiaancisl ‘Reporting Standards (PFRSs). Basis for Optaton ‘We conducted cur audit in accordance with Philippine Standarés on Auditing (PSAs). Our responsibilities adder those siaadards ore further deserioed fa tho AUdior’s Responsibilities forthe Audit of the Consolidated Financial Statements seetion of our report. We are independert ofthe Group in avcordance with the ethics) equlfensents hat are relevant to our audit of the firancial statements in the Philippines, and we have fulfilled ‘ur ethics cthical responsibilities in secordanee wih those requirements. We believe that the audit evidence ‘ve have obtained :s sufficient and appropriate to provide a bas's fr our opinion, Key Audit Matters Key audit matters are these mattor tat, in our professicnal jaégmen’, were of most significance in our andit of the consolidated financial satcmcrts as at and forthe year ended Decembes 31, 2021. These matiers were addnssed in the context of our audit of the financiel sctements as a waole, and in forming oar opinicn thereon, and we do not provide & separate opinion cn these mavters We have {uifled the reeponsibilities described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statemeals section of on» report, including in relation to these matters. Accordingly, out audit included the performance of procedures designed to respond to our assessment of the risks of ‘waterial misstatement ofthe consolidated financial statements. The results of our audit pzoacdares, inohuding the procedures performed to address the matters below, provide the basis for our aasit opinion on the sccarapanying consolidated financial statements. Key avait matter identifies in our aucit ard how we addressed the matteris summarized as follows! (a). Impeirment Assessment of Mine Properties The caning emount of mine properties amnountad to P3.4 billion as of December 31,2021. This represens 92% of tue Group's (tl essts and the management assesses the impaimient ots mine propetes wheneverVALDES ABAD & COMPANY, CPAs Paget ceveuts or chimiges in circumslasces indieate thot the carrying amount of the asset may nox be recoverable "This maties requires the use of sgnificant juslgments and estimates end hience, is significant to our audit Audie response We reviewed manageracnt’s detenmiation of impaisment inicaiors and management's assessment on the recoverability of mie properties, We evalusied the asansptions used by the Group which include the estimated resecres, foreign exchange zetc and discount rate end compared them against available raarkot and Industry mformuon, ching ini account a niarket partespant’s ability to generate economic Sancfis by using fhe ast in its Aighest ne best use or by selling ito another market participant that wonld une Lie esst in its highest and best use. We also reviewed the adsquacy ef the Group's disclosures in Nete 4, Significant Judgment, Accounting Estimates and Assumptions, and Note 13, Mine Properties of the eonsolaae! Financial staiements, Responsibilliles of Management nnd Tuose Charged with Governance for the Financial Statements -Monagontnt is responsible er the propartien and fur presenation ofthese consolidated financial statements in cavortince with Philippine Finaneiel Reporing Standart, and fer such internat contol as mesegcneat determines is aeoewury to exeble the preparition of financial statements that ere free from material roisslatement, wheter due to fimo or emer. paring the contoldated financial stalemens, management Is sponsible for assessing the Croup's co continue as a oiag concem, disclosing, es apolcable, matters related to gosng concern and using the going concern besis of eecouataig unre management eiher intends to Hiquidate the Group oF cease cpecatoas ox bas no reali atematve bu t do, “Those charged with govemance are responsible for overscing the Group's financial reporting process.‘VALDES ABAD & COMPANY, CPAs a ‘Auditor's Respousibilitios for the Audit of the Finsacial Statements Ou: objectives are to obtein reasonable assurance about whether the consolidated iemncial statements as 2 ‘whole are free from: rnateral wnsstat2zen|, whether due to fraud or error, end to issue an-guditor’s report that facludes eur opinion, Reasonable assurance is high level of assurance but is not gosrantee thal an aucit conducted is accoidance with PSAs will alweys detect anaterial misstatement whem it exists, Missintements ‘cab arise ficim Saud or error and ere eonsidered materal if, individually or in the aggregate, they could rononably be expected to influence the eeanamie decisions af useis lake on the basis oF these consclidaed ‘inanelal ssternems. ‘As part of en aviit is acoordance with PSAs, we exercise professional judement and maintain professional skeptic throvenout the audit. We also: ()— Mentify and assess th risks of musterial misstatement of the consolisated Sinancialsttiements, ‘whether due to Baud of eror; 19 design and perform audit procedures respousive 0 thos: risks and to obtala audit evidenes that ig sulfieant and eppropriate to provide bass for tae auditcr's opinion. The risk of not dewecxing a material misstatement resulting from: fraud it higher than fox onc resulting from ervor, as fraud may involve collusion, forgery, intentions] om'ssions, -misrepresantations or the override of intental contro. ()—_Obmnia an understanding of inteinal coatiol relevant to the audit in order to design aucit procedures that are eppvopriae in the cireomstanzes, but not tor the purpose of expressing an ‘pinion oa the effectiveness ofthe entity's interna} cortro fa ctreamsiances whea the auditoc also as a responsibilty to express an opinion on the effectiveness of intennal coatrel in ‘tion with the audit of the fiscal statements the auditor shall oni the phrase tat the 1's consideration of intemal control isnot for the purpose of expressing sn opinion ou the effectiveness of the Group's intemal control Gi) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. (6) Conclude cn the eppcoprsteness of managemant's use ofthe going concer basis cf apeosnti and, based o the aucitevienee obtained, whether aanaterisl uncertainty exis release ovens or concitions that may eas signiicent doubt on the ents sbiliy so continue as a goaig eoveer, If the ausior concludes tha a material uncestainy exist, the audcor is required to draw attention in the audicr’s repo: to he related dseloeures in the eonsolidated‘insnsial atoments or, if such ditslowres are madequate, to modify he opinion. The anctor's Gouelusioas are bated on the uit evideace obtained up tothe date of the anior’s report. However, futureeveats Srcanditions may cause Group to cease io conlimacas a oi concer. (9) __Eveluste the overall prssentetion, structure and conteat of the consolidated finuneisl statements, including the ciselosazes, and whether the financial swiements represent the underlying ‘aneactions ancl eyen's in ¥ manner that achieves fair presentation. (i) Obtein sulTicient eppropriate audit evidence regarding the Gnancial information of te endties or business activiies wicia the Group © express an opinion on the consolidated financial otements. ‘We are responsible for the direction, supervision and performance of the audit, We ‘remain solely responsible for our audit epinicn. governarce regarding, among other maters, the planned! scope end findings, including any significant ceficiencies in intzraal contrat ‘We sommunivate with those charped timing of the audit und significant audi that we ideatify during our anit. \We alto provide those charged with governance with statement that we have complied with relevent ethical requirements regarding independence, and to communicate with them all relationship ang other raters that tiny be reasonably be Thought to bear oa aur independence, and where epplicable, mated safeguards, umunicared with those charged with governance, we defennine those matters that were se ia the audit ofthe nancial steements of the cuurent period and are therefore the keyYALDES ABAD & COMPANY, CPAs Rages uf le audit mations We deserive these matters in our audivor’s report uness lew or regutstion precludes public disclosure about the mater or when, in extremely rare circumstances, we determine that matter sould not be communicated in our report because dhe slverse consequences of doing so would reusanably be expected 1o cutweigh the public imerest benefits of such communication, Other Information Aeanayement is responsible for the other information, The etker information comprises the iformation included ia the SEC For 22-18 (Definitive Lnformatioa Ststement), SEC Foom 17-A and Annual Repor fer she year ended December 31, 2021 butdoes notinclude te consolidated financial statemen's and our auditors’ report thereon. The SEC Ferm 20-1 (Definitive Information Statement) SEC Fosm 17-4 and Anaual Report forthe yenr ended December 31. 2021 ars expecied to be made available 0 ws ate the date ofthis audio report. cover the other information and we will ot (Our opinion on die vonsotidated aancial silemeats does express eny fou of assurance conclusion thereon. In conngetion with our aac of the consolidated Zinuncil statements, ous responsibility 's to read the oer ‘nfonnaton identified wave whew it becomes available and, in doing se, cousider whether the otter informaton is naletially inconsistent with the consolidated financial statements or our knowledge obteined 1 the audit or otherwise appeers to be inaerally msstated. VALDES ABAD & COMPANY, CPAs BOAIPRC Rep, No. 314 Issued on July 29, 2021, Valid until duly 14, 2024 BIR. Accreditation No, 08-002126-000-2021 assued on haxch 15, 2021, Valid until Macel 18, 2024 SEC Acereditacon No.0314-SEC, Group A Issued on February 23, 2022 Fat the fam: ies Broke Fessested BS Partner pm Restticn No, 25184, Valid ul Ap 5, TIN 15-048 248-000 IR Ne. 8620940 Io Date Janay 62022, Maka Cy BOAPPRC Reg. No. (314 Issued on July 29, 2021, Valid unt July 14, 2024 i aceotaon No, 08-002126 9012021 Issued on March 19, 2021, Valid until March 18,2024 SEC Accreditation No. 25184-SEC, Group A. Tancd en Ferunty 23,2022 ‘Moet Gi, Philippines May 16,2032savas pay ppg ao ny Gun sd aos RPO OTESSGE CST ISL ORE 6 REP USLE (Lec*oor‘cr) OSEILOSIR — cOreDeOZeT 10r Te AABN IAT LY GONV IVA os'see'e (sorost'2) orsarc’so'z —LeT'9n9'srz piees'ss (i6o'sze"t01) 3 ‘Geepisqns jeaoryppe yo uorsimboy 61o’ser‘oss ——_o00'v0s"¢ci (ec pHe Ze ALON) sams Jo aouxENSST = : -se04 on 205 2410001 32N 196'9954L1 corese'e0s'c ozpg Ie WaMNWADAM LY SONVIVE, loco'usc'o) — Waeust' OFSSISIRGT — FZLErLOFT 8 - 89 24) 20) SSO} NL 196'98S'LE cer ‘eor'cos'e 102 “1g MauWwaDaM LY SONVIVE s'z7) (609'seo") (s8u'100'91) SLLZ0r'Is (oc pur ee zem 89 2m) 105 sso] 196'98S'L1 sIase1seit ‘stov"1e WaaWADAG LY FONWTVA LSCLor'sTTe evv'seotors §—rTR'ocetaaste Czos'9zt'01) (EEHOND AND reo apyed —wjwesg eseys rend aseys Aymbg prog, SL a aq :4q panoidely uo Tueiao) aie josmuNo TEM amps NS SLT ONY ‘ONT “TWLdV9 WIOTD OTIOAV 1A NI SAONVHD JO INTWALVIS GALYOFIOSNOD 1 pun wowouodio’ :iowex Suouese.r)Approved by: Date: APOLLO GLOBAL CAPITAL, INC. AND TTS SUBSIDIARIES (Formerly Vehep! Corporation cand its Subsidiary) CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (tn Pattppine Pes) SS —_—————————eon—O SS Decomber31, ASSETS Notes 2021 2020 CURRENT ASS Cesk u 202,450,661 909,087 Receivables 12 A Other current assots B 3.932.010 ‘otal Current Assets 211,335,182 NON CURRENT ASSETS Advenoes to contactors uu 41,453,933 Ineostment in an essociate 15 809,752,974 Mine prop 6 3,315,448,592 Prepesty nd equipment, net 7 42,170.61 Website cost 13 f 360,777 Deferred tax asset 28 16,157,337 6.154305, “Total Non Current Assets 4224,983,707_ __3,342,579,604 TOTAL ASSETS 4436318,979___3.347.430,671 LIABILITIES AND EQUITY (CURRENT LIABILITIES ‘Accounts nd other payables 19 7,035,707 41,576,575 ‘Advunees from contractors a 91,070,200 $5,151,000 Imzrest-bearing loans & borrowings, extrem: poition 20 23,600,000 13,950,009 “Total Current Libiliies 121,705,907 _110,677,575 NON CURRENT LIABILITIES Inerest-bearing loans & borrowings, net of eurrent portion 20 23,600,009 ‘Advances from related patties ES 924.585 “Total Non-Curreat Liabilities SAS SRI I24 _ 271,524,585 eguiry Stare capita 2 2,926863,493 _2,803,363,493 Stare premium 23 168,071,980 17,586,961 Defic 2496777) _(101.328,091) ‘otal equity atrisutable to Parent Company's shareholders 3,752,438,096 2,719,622,363 Equity auibuablet9 non.controlling interest 246,791,252 45,606,147 “Total Equity 3,999229,948 165.228.5109 TOTAL LIABILITIES AND EQUITY, 4436318979 3.347.430,671 ‘Ses astvnpping Noer a fhe Consaiioed Fitancal SimonApproved by’ Date: APOLLO GLOBAL CAPITAL, INC. AND TTS SUBSIDIARIES (Formerly Vehey! Corporation and its Subsidiary) CONSOLIDATED STATEMENTS OF INCOME (du Paltppive Peso) ee For the Years Ended December 31, Notes 2021 2020 2019 SHARE JN NET EARNINGS OF AFFILIATES 15 97,772,094 z GENERAL AND ADMINISTRATIVE EXPENSES 5 (46,114,945) (15,734,516) (18,982,963) FINANCE INCOME, 2 36,247 4797 2,292,078 FINANCE COSTS 2 (4187,185) (1,276,450) (2,177,028) OTHER CHARGES, NET a” (368,326) G.960) 4969) INCOME(LOSS) BEFORE TAX 46,677,885 (17,010,129) (18,868,885) INCOME TAX BENEFIT 10,003,034 723,109 Lagiag NETINCOME(LOSS) 36,680,919 (16287,020) (17,687,393) NEP PROFIT ATTRIBUTABLE TO: [Equity holders of the Parent Company, 58,851,314 (15,149,443) (16,001,785) Non-controiling inerest @,150,395) 137,577) (1,685,602) 56,680,919 (16,287,020) _(17,687,395) BASIC EARNINGS(LOSS) PER SHARE, 29 0.000207 (0.000054) (@.000087) —— _ ————— “Sever poy Nota ua Concent Finance SitoAPOLLO GLOBAL CAPITAL, INC. AND TTS SUBSIDIARIES (Formerly Vehey! Corporation and its Subsidiary) CONSOLIDATED STATEMENTS OF CASH FLOWS (Qu Pappine Peso) see For the Yen's Ended December31, Notes 2021 2029 2019 CASI FLOWS FROM OPERATING ACTIVITIES Income(Loss) before tax 46,677,885 (17,010,129) (18,868,886) Adjustment for: Share in nct earnings ofa a5 (97,772,084) = Provision ‘or eredit losses 12,14 475,583 - Amortization 1 360,777 - : Depresiation 17,25 360.555 580,054 418,575 Interost meeme 27 (36247) 4.796) (2.292.074) Interest expona 20,77 4,147,188 1.276.450 2.177.028 Unrealized foreign exchange loss M20 868.326 960 62 Operating insame be‘ore changes in working cepital 40518030) (5.154.461) 08 564.390) Deeorease (increase) in Receivables (4,265,800) ‘Advances to contractors (509,628) (2,198,153) (2.112875) Other current asets 4,107,848) (282,007) (880,021) Insrease (Gvereese) int ‘Accounts and other payables (38,688,084) 63,005 (1,059,701) ‘Advances fiom contractors 35,919,200 : 3,651,600 Cash used in operations (49,170220) (17,551,616) (18,965,687) Interest income reeeived 1,27 36,247 4,796 19,753 Income taxes paid 28 . (45,446) 45,446) Net Cash from Opercting, Activities (49,133,973) _17.592.266)_ (18,991,380) CASI FLOWS FROM INVESTING ACTIVITIES ‘Additional acquisition of onmership in subsiciary n 3 - (267,607,110) Investment fn an associate 15 (711,980,880) : = Colleciion of: Loans receivable - . 254,500,000 Irverestreesivable - : 12,834,071 ‘Avanoos to tolated partis cy - a 2.595.022 Auditicas to: Mine pronerties 16 (26,700,027) (4,694,000) (26,900,514) Property and equipment 17 (40,604,248) OL777.148) 1,573,129) ‘Not Cash fiom Investing Activities (779,285,155) (6,471,148) (26,186,337)APOLLO GLOBAL CAPITAL, INC. AND ITS SUBSIDIARIES (Formerly Yehey! Corporation and its Subsidiary) CONSOLIDATED STATEMENTS OF CASI FLOWS - Continuation (tn Patippine Pos) — For the Vears Ended December 31, Netes___2021 2020 019 CASH FLOWS FROM FINANCING ACTIVITIES Proceeds Loans & borrowings 0 $3,449,901 23,600,000, 69,950,000 Advanwes fom related party 24 58638 92,041 * Issuance of shares 22.23 973,985,019 : Nos-comolling interest on issued shares by subsidiny 3,335,500 = Repayment of: Loans & borrowings 20 - - (10,000,000) Advances fom related pasty 4 - (179,981) Return of deposits for Future stock subscriptions - - (8.077.788) Ierest paid < “ (774250) Nei Cush Flow stom Financing Aer 30,829, 62,041 44.918,024 EEEECIS OF EXCHANGE RATE CIIANGES ON CASH M27 (868,326) 6,960) 969) NET INCREASE (DECREASE) IN CASH 201,561,604 675,333) (260,662) CASH, BEGINNING n 909,057 1,284,390 1,545,052 CASH, ENDING 202,450,661 909,057 1,281,399 ‘Bev accunpeaplag Nate to the Consilinay Francal Satna