In re Provenor Mining Corp.

February 20, 2008 SEC EN BANC CASE NO. 08-07-0161 IN THE MATTER OF PROVENOR MINING CORPORATION (SEC REG. NO. ASO94-006783) , petitioner . FOR : Setting Aside of the Order of Revocation of Certificate of Registration O R D E R Petitioner Provenor Mining Corporation is a stock corporation registered with the Commission on 28 July 1994 1 to "carry on the business of operating coal mines; and of prospecting, exploration and of mining, milling, concentrating, converting, smelting, treating, refining, preparing for market, manufacturing, buying, selling, exchanging and otherwise producing and dealing in all other kinds of ores, metals, and minerals, hydrocarbons, acids and chemicals, and in the products and by-products of every kind and description and by whatsoever process, the same can be or may hereafter be produced; to purchase, lease, option, locate, or otherwise acquire, own, exchange, sell, or otherwise dispose of, pledge, mortgage, deed in trust, hypothecate, and deal in mines, mining claims, mineral lands, coal lands, timber lands, water and water rights, and other property, both real and personal". 2 Its principal office is located at 78 Visayas Avenue, Quezon City, Metro Manila, Philippines. 3 On 03 November 2003, Petitioner's Certificate of Registration No. ASO94-006783 was revoked pursuant to the Order dated 30 September 2003 for non-compliance with the Commission's reportorial requirements. Said Order was published in a newspaper of general circulation on 04 October 2003. Petitioner now prays for the setting aside of the Order of Revocation on the following grounds: a) [it] has several ongoing and existing projects which would be greatly affected [by] the revocation; b) [s]everal employees, personnel and contractual laborers of [petitioner] will also be adversely affected; c) [its] failure/omission to file reportorial requirements was completely inadvertent; and aHADTC d) [in] April 2000, [it] increased its authorized capital stock from Php1,000,000.00 to Php10,000,000.00 and its subscribed and paid[-]up capital from Php100,000.00 to Php2,500,000.00 in compliance with the Department of Environment and Natural Resources (DENR) Department Administrative Order (DAO) No. 99-10, requiring (sic) mining companies whose authorized capital is less than Php10,000,000.00 to increase it to Php10,000,000.00 and whose subscribed and paid[-]up capital is less than Php2,500,000.00 to increase it to Php2,500,000.00. Non-compliance with the said DAO will be (sic) the cancellation by [the] DENR of mineral properties applied for by [petitioner] with the Mines and Geosciences Bureau. 4 In support of its Petition, Petitioner submitted its 2007 General Information Sheet (GIS) and 2006 Audited Financial Statements prepared by Mr. Benito C. Fernandez whose accreditation with the Board of Accountancy of the Professional Regulation Commission (PRC) is still under process, as evidenced by a copy of PRC Official Receipt No. 6296556 dated 03 April 2007. Petitioner also submitted an "Affidavit of No Operation" wherein its President, Mr. Pio C. Fortuno, stated that "[t]he Corporation has no commercial operation since its inception in July 1994 up to the present" but added that petitioner had undertaken "exploration works on its mineral claims". Notwithstanding the submission of the above-cited Affidavit, petitioner filed copies of the following documents to show both administrative operation and continued interest in engaging in mining operations: 1. Certificate of Filing of Certificate of Increase of Capital Stock dated 17 April 2000 accompanied by the Certificate of Increase of Capital Stock itself dated 14 March 2000; 2. Letter Appeal dated 05 February 2002 from the Order dated 04 December 2001 of Regional Director Eligio Z. Ariate of Mines and Geosciences Bureau, Region VIII, rejecting its application for Mineral Production Sharing Agreement (MPSA); 3. Certificate of Exemption issued by the Mines and Geosciences Bureau on 06 November 1997; 4. Amended Affidavit of Undertaking executed by Mr. Pio C. Fortuno on 06 October 2000, the second paragraph of which claimed that it had either secured or applied for several MPSAs in areas such as Quezon, Samar and Camarines Norte (evidenced by an application for MPSA dated 11 September 1997 addressed to Hon. Salvador G. Martin, Regional Technical Director of Mines and Geosciences Bureau, DENR, Region V); STIcaE 5. Application for Certification of Environmental Management and Community Relations Track Record executed by Mr. Vicente T. Garcia on its behalf on 16 September 1997; and 6. "Application of (sic) Mineral Production Sharing Agreement (APSA-V-0106) Tagkawayan, Quezon" submitted to the Regional Director of Mines and Geosciences Bureau, Regional Office IVA (CALABARZON) dated 04 July 2007 with the corresponding Affidavit of Undertaking. Petitioner further alleges that it has no intention to violate the law and any SEC rules and regulations and henceforth, commits to comply with the rules and regulations of the Commission regarding the submission of reports. It has also paid in full the penalty amounting to Twenty-One Thousand Five Hundred Pesos (Php21,500.00) as evidenced by Official Receipt No. 0087877 dated August 23, 2007. WHEREFORE, premises considered, the Order of the Commission dated 30 September 2003 revoking the Certificate of Registration of Provenor Mining Corporation is hereby SET ASIDE. Consistent with its undertaking, Petitioner is hereby directed to submit its Mayor's Permit for 2008 and photocopies of all Stock and Transfer Book pages with entries certified by its Corporate Secretary within thirty (30) days from date of receipt of this Order. Failure on the part of Petitioner to comply with this directive shall cause the recall of the instant Order. Let a copy of this Order be furnished the Company Registration and Monitoring Department (CRMD) and the Economic Research and Information Department (ERID) of this Commission for their appropriate action. SEIDAC SO ORDERED. Mandaluyong City, February 20, 2008. (SGD.) FE B. BARIN Chairperson (SGD.) MA. JUANITA E. CUETO Commissioner I dissent (SGD.) JESUS ENRIQUE G. MARTINEZ Commissioner (SGD.) RAUL J. PALABRICA Commissioner on official leave THADDEUS E. VENTURANZA Commissioner Footnotes 1. Certificate of Registration of Petitioner. 2. Articles of Incorporation of Petitioner, Second Article. 3. Articles of Incorporation of Petitioner, Third Article. 4. Petition, Paragraph 3.