Nebrasca Industrial & Development Corporation

June 10, 1999 Nebrasca Industrial & Development Corporation c/o Mr. William G. Sia Unit 53-A Midland-II Manor Park Condo Ortigas Avenue, Greenhills San Juan, Metro Manila G e n t l e m e n: This refers to your letter dated June 1, 1999 requesting opinion on whether or not "mineral claims" may be used as equity paid-up in a new corporation or for purposes of shares-swapping with an existing corporation. The Corporation Code provides: "SECTION 62. Consideration for stocks ...Consideration for the issuance of stock may be any or a combination of any two or more of the following: 2. Property ,tangible or intangible, actually received by the corporation and necessary or convenient for its use and lawful purposes at a fair valuation equal to the par or issued value of the stock issued;" (Emphasis supplied) Thus, inasmuch as mining claims can be considered as property and are capable of valuation, they may be used as consideration for the issuance of shares of stock for as long as they are necessary and convenient for use by the acquiring corporation in carrying out its lawful purposes, subject, however to the requirement that the actual value of the mining property must be appraised and determined by the Bureau of Mines & Geo-Sciences and confirmed directly to this Commission by that Office. Very truly yours, (SGD.) FE ELOISA C. GLORlA Associate Commissioner