Atty. Juan Ricardo B. Tan

June 6, 1995 Atty. Juan Ricardo B. Tan Romulo, Mabanta, Buenaventura, Sayoc & De Los Angeles 4th Flr.,King's Court 1 2129 Chino Roces Ave.,Makati, Metro Manila S i r : This refers to your letter of May 30, 1995 requesting on behalf of your client, the Omico Corporation, confirmation of your opinion that the transfer of the company's mining business from the primary to secondary purpose of its articles of incorporation will not affect its status as a mining entity. cdll As stated, the Company is currently engaged in mining business and is planning to expand its business activity by engaging in various lines of business undertakings, e.g. holding company business, property development projects, without however abandoning its mining operations .The Company still wishes to continue its long-standing commitment to the long term development of the mining industry, and this can only be done if its mining status is maintained. As a general rule, the primary purpose of the corporation determines its classification. However, where the corporation actually engages in one of its secondary purposes, it may also be classified in accordance with said secondary purpose .Thus, the Commission previously opined that where mining is the primary purpose of the corporation as indicated in its articles of incorporation, such a corporation is considered a mining corporation. This is for the reason that being its primary purpose, it is the first business to be undertaken by the corporation. In a case, however, where mining is a secondary purpose, it may be considered as a mining corporation only when it undertakes its mining purpose and is actually engaged in it .( Letters to Mr. Sixto S. de Guzman, Jr. and Mr. Aniceto Y. Dideles dated August 29, 1972 and November 8, 1972, respectively ) Accordingly, we confirm your opinion on the matter. However, it is to be pointed out that the Corporation Code requires that there must only be one "primary purpose" and the other purposes not allied or incidental thereto should be classified as "secondary purposes". It is necessary to specify the primary purpose and secondary purposes in order to determine which investment of corporate funds would require the authority of both the board and stockholders as required under Section 42 of the Corporation Code. Please be advised further that any additional business that the corporation intends to undertake is subject to existing pertinent laws, rules and regulations. Very truly yours, (SGD.) FE ELOISA C. GLORIA Associate Commissioner