PSE Circular for Brokers No. 106-00

January 19, 2000 PSE CIRCULAR FOR BROKERS NO. 106-00 January 18, 2000 Disclosure Department Philippine Stock Exchange, Inc. 4th Floor, Phil. Stock Exchange Center Exchange Road, Ortigas Center Pasig City, Metro Manila Attention: Grace B . De Guia Assistant Manager, Disclosure Dept . Gentlemen : In the special meeting of the stockholders of Imperial Resources, Inc. held today January 18, 2000 at 10:00 AM at the West Room 2nd Floor, Manila Golf & Country Club, Inc. at Harvard Road, Forbes Park, Makati City, the following resolution was ratified by the stockholders, amending the Articles of Incorporation by including in the secondary purposes the following business: To engage in the business of Information, Technology (I.T.) and providing products and services including the sales, distribution, maintenance, customization, and implementation of business application software, systems development and systems integration service; I.T. training and consulting services and the sales and installation of I.T. hardware, software and networking products; Likewise, to deal in the business of radio, television and telecommunication productions, broadcasting, transmitting, receiving and reproduction in a commercial and/or sustaining basis, maintain, establish, operate and manage radio, television and the communication systems, stations and networks in any place in the Philippines." Another resolution changing the par value of the shares of stock of Imperial Resources, Inc. was likewise approved, to wit: "RESOLVED, That the par value of the shares of stock of the Imperial Resources, Inc. be increased from One Peso (Php1.00) to Five Pesos (Php5.00) per share, RESOLVED, FURTHER, that the corresponding amendment of the pertinent provision of the Articles of Incorporation, be made, RESOLVED, FINALLY, that to accomplish the amendment, the Corporate Secretary be, as he hereby is, directed to do what is needful and necessary to effect the amendment." llcd As part of our disclosure also we are annexing herewith the interim report of the President which partakes of an overview of the operations of the Company. Thanking you, I am Very truly yours, (SGD.) VICENTE R. ACSAY Corporate Secretary January 18, 2000 Dear Stockholders, Good morning. We welcome you to the Special Stockholder's Meeting of Imperial Resource Inc. (the Company) to talk about the new business your Company wishes to go into, the Information-Technology and Info-Tech related business, and to change the par value of the common shares from One Peso (P1.00) to Five Pesos (P5.00). Last month, your Board of Directors approved these proposed amendments and we wish to share our thoughts with you so that you can may approve it too. Some thirty years ago, went into oil exploration. Being new in oil exploration, we engaged the services of some petroleum consultants. At that time, we were able to team up with internationally known companies Aquitaine of France, Sun Oil, Atlantic Richfield and Standard of Indianna of the United States of America. We went into oil exploration in consortium with these well know and respected oil companies so that in the event of oil discovery, we will not encounter much difficulties in raising massive funds for commercial oil production development. In oil exploration, you may spend about 5 to 10 million US$ for one offshore well. In case of oil discovery in commercial quantity, you will need some 20 to 50 times your drilling budget or about 200 to 1000 million US$ or much more to bring it into commercial oil production. In the early 1970s, there was no way we may be able to raise 200 to 1000 million US$ in the Philippines. Even now, these amount of money will be difficult to raise. However, if any one of our senior partner would announce commercial oil discovery, it would be bankable. Wall Street investment bankers would gladly participate in raising funds for us. I very clearly recall that after we have initially teamed up with Societe Nacionale of Aquitaine of France, I approached Bache and Company at Wall Street in New York City. The senior executive of Bache told me that their Paris Branch will have to re-confirm my statement of our association with Aquitaine. After they re-confirmed my statement, Bache told me that they would be glad to be the principal underwriter in case our consortium with Aquitaine would announce commercial oil discovery and we would need 500 million US$ or more. Similarly, it would be prudent and wise for us to retain Info-Tech Consultants and team up with well known foreign companies in the when we approach local and foreign underwriters, we will be able to raise funds which we will be needing. We thank you for attending this Special Stockholders' meeting and giving your approval to our proposed business vision and amendments to the Articles of Incorporation. Most of all, we appreciate your continued support to the Company. (Sgd.) Oliverio G. Laperal For and in behalf of the Company