Voluntary Revocation of Registration of Securities and Certificate of Permit to Sell Securities to the Public

July 13, 2016 CORPORATE GOVERNANCE AND FINANCE DEPARTMENT IN THE MATTER OF CAMARINES MINERALS, INC. (CMI), petitioner . VOLUNTARY REVOCATION OF REGISTRATION OF SECURITIES AND CERTIFICATE OF PERMIT TO SELL SECURITIES TO THE PUBLIC NOTICE Notice is hereby given that on July 13, 2016, a duly verified Petition for Voluntary Revocation of Registration of Securities and Certificate of Permit to Sell Securities (hereafter, the "Petition") was filed with the Securities and Exchange Commission (hereafter, the "Commission") by Camarines Minerals, Inc., (hereafter, the "Petitioner") stating among others, the following: 1. CMI does not intend to further sell any more shares to the public as it has not been operating since 1998. 2. CMI has not sold new shares to the public for more than twenty (20) years. Except for transfers between or among the original stockholders and their heirs, there have been no other sales, transfers or trading of CMI's shares. Aforesaid Petition, which is subject to the approval of the Commission, as well as other papers/documents attached thereto, are open to inspection by interested parties at SEC Office Ground Floor, North Wing Hall, Secretariat Building, PICC Complex, Vicente Sotto Street, 1307 Pasay City during business hours, and copies thereof, photostatic or otherwise, shall be furnished to every party at such reasonable fees as the Commission may prescribe. For inquiries or complaints, interested parties may contact the Department at (02)818-6103 or (02)818-5952 or email [emailprotected]. (SGD.) JUSTINA F. CALLANGAN Director ATTACHMENT IN RE: VOLUNTARY REVOCATION OF REGISTRATION OF SECURITIES AND CERTIFICATE OF PERMIT TO SELL SECURITIES OF CAMARINES MINERALS, INC. SEC Case No. _____________ CAMARINES MINERALS, INC., Petitioner. PETITION Petitioner Camarines Minerals, Inc. (hereinafter, "CMI") by counsel, respectfully states that: 1. CMI is a corporation duly registered and incorporated in accordance with Philippine law, copy of the Certificate of Registration No. 68259 is attached as Annex "A" . 2. On September 19, 1989, the Securities and Exchange Commission (SEC) issued a Certificate of Permit to Offer Securities for Sale to CMI covering 300 Million Class A and 200 Million Class B shares, both with a par value of One Centavo (PhP0.01) per share. Copy of the Certificate is attached as Annex "B" . CAIHTE 3. CMI does not intend to further sell any shares to the public as it has not been in operation since 1998. 4. CMI has not sold new shares to the public for more than twenty (20) years. Except for transfers between or among the original stockholders and their heirs, there have been no other sales, transfers or trading of CMI's shares. 5. SRC Rule 3 (1) (M) of the Amended Implementing Rules and Regulations of the Securities Regulation Code, provides that a public company is any corporation with a class of equity securities listed on an Exchange or with assets in excess of Fifty Million Pesos (Php50,000,000) and having 200 or more shareholders at least 200 of which are holding at least 100 shares of a class of its equity securities. 6. CMI is not listed on any Exchange and has presently less than 100 stockholders holding 100 shares and, it does not meet the definition of a public company under SRC Rule 3 (1) (M). 7. Fifty (50%) percent of its outstanding capital stock is held by a single stockholder, Marsman Drysdale Foundation, Inc., 49.6% by 14 other stockholders and the remaining 0.4% is held by other stockholders. 8. In a special meeting of CMI's Board of Directors held on March 2, 2016, the Board passed a Board Resolution authorizing CMI to voluntarily revoke or cancel the registration of its securities with this Honorable Office. 9. SRC Rule 13 (4) (A) provides that an application for the Voluntary Revocation of Registration of Securities shall be effected by filing the following: 1. Verified Petition for Revocation of Registration and Permit to Sell Securities to the Public; 2. Board Resolution approving said revocation, certified under oath by the Corporate Secretary and attested to by the President or one performing similar function, attached hereto as Annex "C" ; 3. List of Stockholders indicating their respective shareholdings as of the latest date, attached as Annex "D" ; 4. Proposed Notice of Filing of Petition for Voluntary Revocation of Registration of its Securities, reciting the fact supporting the said petition and that the same is subject to the approval of the Commission attached hereto as Annex "E" ; and, 5. Copy of Official Receipt representing payment of filing fee in the amount of Five Thousand Pesos (Php5,000.00) or such amount as the Commission may determine. 10. No stockholder of CMI or any third party will be unduly prejudiced by the revocation of the CMI's Registration of Securities and Certificate of Permit to Sell Securities. Such revocation will have no effect on the ability of the present stockholders of CMI to transfer their shares to their nominees, heirs or third parties. 11. With the revocation of its Registration of Securities and Certificate of Permit to Sell Securities, CMI will be able to save on the administrative expenses incident to being a company whose shares are registered under the securities laws. 12. CMI undertakes to comply with the other requirements of this Honorable Office for the filing of the instant petition, including the publication of the appropriate Notice in the newspaper of general circulation. 13. Mr. Eduardo B. Castillo, president of CMI, is duly authorized to file and prosecute this petition as per Secretary's Certificate attached as Annex "C" . RELIEF WHEREFORE, CMI respectfully prays that this Honorable Office issue an Order: Revoking CMI's Registration of Securities and Certificate of Permit to Sell Securities pursuant to the SRC Rule 13 (4) (A); and, Other relief, just or equitable, are likewise prayed for. Quezon City for Mandaluyong City, June 15, 2016. KHO ANTONIO VELASCO & PAYOS LAW OFFICES 2/F William Building 35 Quezon Avenue, Quezon City Tel. Nos. 731-8540/731-6424 Email: [emailprotected] By: (SGD.) CONRADO V.VELASCO PTR 2208664 1-07-16 QUEZON CITY IBP 1029489 1-21-16 QUEZON CITY MCLE NO. V-0009110-7-14-15 Roll No. 35172 VERIFICATION/CERTIFICATION OF NON-FORUM SHOPPING I, EDUARDO B. CASTILLO, Filipino, of legal age, with office address at 45F Philamlife Tower, 8767 Paseo de Roxas, Makati City, after having been sworn in accordance with law, hereby depose and state: I am the President and General Manager of CAMARINES MINERALS, INC. (the "Corporation"), petitioner in the above-captioned case. I have caused the preparation and filing of this petition on behalf of the Corporation pursuant to the attached Secretary's Certificate, and have read and understood all the allegations of fact therein, all of which are true and correct of my own personal knowledge and based on authentic documents in my possession. I certify that the Corporation has not commenced any other action or proceeding involving the same issues and the same parties in the Supreme Court, the Court of Appeals, the divisions thereof, or any other court, tribunal or quasi-judicial agency, and that to the best of my knowledge, no such other action or proceeding is pending therein. If I should thereafter learn that the same or similar action or claim has been filed or is pending, I undertake to report such fact to this Honorable Commission within five days therefrom. (SGD.) EDUARDO B. CASTILLO Affiant SUBSCRIBED AND SWORN to before me on this 15th day of June 2016 at Makati City, Philippines, affiant who is personally known to me and whose identity I have confirmed through his competent evidence of identity as follows: Social Security System (SSS) I.D. No. 03-1909014-1 Tax Identification No. (TIN) I.D. No. 122-287-460 (SGD.) ENRIQUE D. DIMAANO Notary Public Until Dec. 31, 2017 Notarial Appointment No. M-125 (2016-2017) Roll of Attorney No. 35372 PTR No. 5330007 (1/6/16 - Makati) IBP Life Member Roll No. 010504 MCLE Compliance No. V-0000731 10/07/13 DOC. NO. 176 BOOK NO. LII PAGE NO. 36 SERIES OF 2016 ANNEX "A" Certificate of Registration No. 68259 ANNEX "B" Certificate of Permit to Offer Securities for Sale ANNEX "C" REPUBLIC OF THE PHILIPPINES ) MAKATI CITY ) SS. SECRETARY'S CERTIFICATE I, CONRADO V. VELASCO, of legal age, Filipino citizen and with office address at the 2/F William Building, 35 Quezon Avenue, Quezon City, Philippines, under oath, depose and say: 1) That I am the duly appointed Assistant Corporate Secretary of CAMARINES MINERALS, INC. (the "Corporation"), a corporation duly organized and existing under Philippine laws, with principal office at 45/F Philamlife Tower, 8767 Paseo de Roxas, Makati City, Philippines, and as such as I am the custodian of the corporate records of the Corporation, including the minutes of the meetings of its Stockholders and Board of Directors. 2) That at a special meeting of the Board of Directors of the Corporation on March 2, 2016, the following resolution was unanimously adopted and approved: "RESOLVED, that the Corporation be authorized to file a petition with the Securities and Exchange Commission (SEC) for the revocation of its Certificate of Permit to Offer Securities for Sale issued on September 19, 1989 by the SEC, and in connection therewith to authorize the Corporation's President and General Manager, EDUARDO B. CASTILLO, to sign the petition, verification and certification of non-forum shopping, and any and all forms, certifications, letters and documents necessary to put into effect the foregoing authority and to obtain the SEC's approval of said petition for revocation." IN WITNESS WHEREOF, I have hereunto set my hand this 10th day of March 2016 at Makati City, Philippines. Attested by: (SGD.) EDUARDO B. CASTILLO President and General Manager (SGD.) CONRADO V. VELASCO Assistant Corporate Secretary SUBSCRIBED AND SWORN to before me this 10th day of March 2016 at Makati City, affiant exhibited to me his Passport No. EC3286113 issued on 27 January 2015 at DFA NCR Northeast." (SGD.) ENRIQUE D. DIMAANO Notary Public Until Dec. 31, 2017 Notarial Appointment No. M-125 (2016-2017) Roll of Attorney No. 35372 PTR No. 5330007 (1/6/16 - Makati) IBP Life Member Roll No. 010504 MCLE Compliance No. V-0000731 10/07/13 DOC. NO. 370 BOOK NO. LI PAGE NO. 75 SERIES OF 2016 ANNEX "D" STOCKHOLDERS OF RECORD OF CAMARINES MINERALS, INC. As of December 31, 2015 Authorized Number of Number of Par Value Capital Stock Shares Subscribed Shares P25,000,000.00 2,500,000,000 10,728,747.60 0.1 Stockholder Number of Amount (in PhP) Percent of Shares Subscribed and Ownership Fully Paid Marsman-Drysdale Foundation, Inc. 537,100,000 5,371,000.00 50.06% (Filipino) George M. Drysdale 133,333,333 1,333,333.33 12.42% (American) Mary B. Drysdale 133,333,333 1,333,333.33 12.42% (American) Dorothy I. Drysdale 133,333,334 1,333,333.34 12.42% (American) Luciano E. Salazar 50,000,000 500,000.00 4.66% (Filipino) Antero M. Sison, Jr. 49,999,960 499,999.60 4.66% (Filipino) Gerardo M./Isabel Alberto 7,020,000 70,200.00 0.65% (Filipino) Lorenzo &/or Gerardo M. Alberto 7,020,000 70,200.00 0.65% (Filipino) Luis M. Alberto 7,020,000 70,200.00 0.65% (Filipino) Zoilo M. Alberto/Marco Alberto 7,020,000 70,200.00 0.65% (Filipino) Uy Chun Huy 1,578,960 15,789.60 0.15% (Filipino) Benjamin S. Ohnick, Jr. 625,770 6,257.70 0.06% (Filipino) Mauro Tan 624,510 6,245.10 (Filipino) Annie Tan 624,510 6,245.10 (Filipino) Rosemary Tate 309,510 3,095.10 (American) Fanny Soriano 276,180 2,761.80 Tan Tiong Tick ( dec'd ) 259,200 2,592.00 c/o Annie Tan C.L. Yuan 216,570 2,165.70 Angelina Castro 198,570 1,985.70 Amparo, Rafael, Norberta, Tomasa 197,280 1,972.80 Gana Benito So 197,280 1,972.80 Jose Maria Regalado Jr. 197,190 1,971.90 Teresita R. Guanzon 197,190 1,971.90 Ramona R. Locsin 197,190 1,971.90 Virginai M. Bewley Geeslin 177,600 1,776.00 Andrea H. Wray 174,630 1,746.30 Gerardo M. Alberto 171,000 1,710.00 Godfrey D. Bohanan 130,050 1,300.50 Eduardo B. Castillo 129,610 1,296.10 Armando Bandojo 129,600 1,296.00 Elizabeth Irvine 122,310 1,223.10 Roeshr Foundation, Inc. 110,430 1,104.30 Jose M. Castro Jr. 103,770 1,037.70 Angelica Carmelo 98,490 984.9 Tan Tiong Tick (dec'd) 90,720 907.2 c/o Annie Tan Jose Go 64,890 648.9 Lina S. Yao 60,180 601.8 Flora R. Caayupan 43,200 432 Remedios B. Cuevas/Milagros 43,200 432 Tolentino Ladislao V. Tapia, Jr. 43,200 432 Marcela Cristina Tapia 43,200 432 Ralph W. Crosby 43,200 432 Corporacion de P.P. Dominocos 30,990 309.9 Mariano T. Maglutac 30,810 308.1 Alegar Corporation 24,420 244.2 Ann B. Saltzman 23,610 236.1 Mary Anne or Greg Wookey 19,680 196.8 Stevens & Co., Inc. F.H. 19,680 196.8 Mercedes C. de Martinez 19,650 196.5 Mary Anne or George Wookey 19,650 196.5 Concepcion de la Rosa 19,650 196.5 Conchita M. Ambas 6,390 63.9 Genaro V. Catungal 6,390 63.9 Gregorio R. Castillo 4,320 43.2 Teopisto S. Mirasol 4,200 42 Igual Development Corporation 3,870 38.7 Felicia M. Nicasio 1,920 19.2 Jose G. Caburian 10 0.1 Rosauro E. Dayao 10 0.1 E.B. Pacannuayan Jr. 10 0.1 Total: 1,072,894,410 P10,728,944.10 ============ ============ ANNEX "E" Notice of Filing of Petition for Voluntary Revocation of Registration of Securities Notice is hereby served to the public that Camarines Minerals, Inc. with office address at 46/F Philamlife Tower, 8767 Paseo De Roxas, Makati City has filed with this office a Petition for Voluntary Revocation of Registration of Securities and Certificate of Permit to Sell Securities on the ground that it has ceased operations since 1998 and does not intend to further sell any shares to the public. The petition is subject to the approval of the Securities and Exchange Commission. Any person adversely affected by said petition may file his written opposition, under oath, with this office not later than three days from the date of this publication. Date of Publication: _____________________