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BW Resource Corporation

PSE Circular for Brokers No. 2651-99 • Philippine Stock Exchange • Circulars for Brokers • Oct 18, 1999

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October 18, 1999 PSE CIRCULAR FOR BROKERS NO. 2651-99 SUBJECT : BW Resource Corporation With reference to Circular No. 2536-99 dated October 6, 1999 pertaining to BW Resource Corporation's ("BW") negotiations for the acquisition of Tivoli Royale, BW furnished the Exchange a copy of the following: 1. Company profile of Villa Crista Monte Realty & Development, Inc. ("Villa Crista"). The Tivoli Royale property is now registered and owned by Villa Crista. 2. List of Board of Directors and Officers of Villa Crista and Certificate of Filing of amended Articles of Incorporation. There is no relationship between any officers and directors of Villa Crista and BW. 3. Financial Statements of Villa Crista. The above-mentioned documents are available for reference at the PSE Centre and PSE Plaza Libraries. Furthermore, BW furnished the Exchange the following additional information to further clarify the negotiations for the acquisition of Tivoli Royale, Oranbo and Rightland properties: I. TIVOLI ROYALE PROPERTY Appraised value of the property : The subject property has been appraised at P3,458,454,000.00. Reason and purpose of the acquisition : BW expects the property market to improve substantially in the near future considering the improving economy. The corporation would want to be in a good strategic position to take advantage of this expected improvement. Description of the property : The subject property has an area of 6.7 hectares and is located in Quezon City along Commonwealth Avenue. It is a developed high-end housing subdivision with an exclusive country club house selling membership shares for use of its facilities. Intention of BW : BW intends to continue with the business of Villa Crista in selling the residential lots in the subdivision and shares in the said country club. cdll Terms being negotiated : The said property will be acquired by BW for One Billion Pesos (P1,000,000,000.00) in exchange for shares of stocks of BW at par value. No final written agreement has yet been finalized and signed by the parties. II. ORANBO PROPERTY Owner : Oranbo Realty Corporation Terms being negotiated : Shares for property No. of shares to be issued : Up to One Billion Two Hundred Fifty Million (1,250,000,000) Amount : 91 ,250.000.000.00 (at P1.00 par value) No final or written agreement or specific terms has been agreed upon or signed. Directors and Executive Officers: Joaquin C. Rodriguez, Sr. - Director/Chairman/President Joaquin H. Rodriguez, Jr. - Director/Vice President Antonio H. Rodriguez - Director/Treasurer Armando H. Rodriguez - Director Lito A. Mondragon - Director/Corporate Secretary There is no relationship between officers and directors of Oranbo Realty Corporation and BW. Description of the property : 3.1 hectares located in Oranbo Drive, Ortigas. The estimated fair market value of the land has been appraised at P1 ,456,894,000.00. Nature of business in which the asset was used : The property has not yet been utilized. Reason and purpose of the acquisition : The same as the above. Moreover, BW has received a letter of intent from PBA and Vintage to build the PBA City on the property which include the building of a modern coliseum, the PBA Office building (including a. press center) and a TV station/studio. Residential condominiums are also being planned. Intention of BW : To develop the property for the reason and purpose of above-mention. The financial statements of Oranbo Realty Corporation is not available. III. RIGHTLAND PROPERTY Owner - Rightland Corporation Terms being negotiated - Shares for property No. of shares to be issued - Up to One Hundred Million (100,000,000) Amount - P100,000,000.00 (at P1.00 par value) No final or written agreement or specific terms has been agreed upon or signed. Directors and-Executive Officers: Hanson So - Director/President Genaro Hao - Director/Corporate Secretary Domingo Tan - Director Dean Edgar Ablan - Director Elmer Sy - Director/Treasurer There is no relationship between officers and directors of Rightland Corporation and BW. cdlex Description of the property : ; 50 hectares located in Pampanga, adjacent to the Clark Special Economic Zone. The estimated fair market value of the land has been appraised by Cuervo Appraisers, Inc. at P99,468,000.00. A copy of this appraisal report is available for reference at the PSE Centre and PSE Plaza Libraries. Nature of business in which the asset was used : The property has not yet been utilized. Reason and purpose of the acquisition : Same as the above. Intention of BW : To develop the property for housing of employees who are employed in the Clark Economic Zone and also to develop a theme park. The financial statements of Rightland Corporation is not available. For your information. (SGD.) JOSE LUIS U. YULO, JR. President and CEO

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