DOMINION Holdings, Inc. (DHI) expects its proposed merger with two companies that collectively hold 100% of the voting rights in Sagittarius Mines, Inc. (SMI), operator of the Tampakan Copper-Gold Project, to be completed by the fourth quarter (Q4), subject to shareholder and regulatory approvals.
In its comprehensive corporate disclosure filed on Monday, DHI said the merger with Indophil Resources Phils., Inc. and Sonar Holdings, Inc. is expected to be fully implemented by the fourth quarter of 2026.
DHI shareholders are scheduled to vote on the merger and related matters at the company’s annual shareholders’ meeting on Sept. 14.
The company said the parties aim to finalize the merger exchange ratio and projected post-merger shareholdings in DHI before the meeting.
The exchange ratio will be based on the latest audited financial statements of the constituent companies, while an independent third-party valuator will issue a fairness opinion.
Under the proposed transaction, the assets of Indophil and Sonar will be transferred to DHI in exchange for new DHI shares. The shares will come from DHI’s existing unissued capital stock and from its proposed increase in authorized capital stock to P30 billion from P3.42 billion.
DHI said the applications for the capital increase and the merger will be processed simultaneously.
The company also disclosed that the parties are considering transactions involving Indophil shares or, once trading in DHI shares resumes, DHI shares, including possible sell-downs, to ensure compliance with the Philippine Stock Exchange’s (PSE) minimum public ownership requirement after the merger.
DHI said it will seek confirmation from the Securities and Exchange Commission (SEC) that the transaction is exempt from the tender-offer requirement and that the company is not required to amend its registration statement.
Its board of directors and principal officers are expected to remain substantially unchanged after the transaction, apart from changes in its capital structure that will depend on the final merger terms, according to the disclosure.
The PSE in August ruled that the proposed transaction falls under its Revised Rules on Backdoor Listing because it would result in a substantial change in DHI’s business. Trading in DHI shares remains suspended pending the company’s compliance with the applicable requirements.
DHI’s board approved the merger in August, with DHI as the surviving entity. Upon completion, Indophil and Sonar will cease to exist, while their assets, liabilities, and interests, including their voting rights in SMI, will be transferred to DHI.
DHI will consequently acquire 100% of the voting rights in SMI, which holds the Financial and Technical Assistance Agreement (FTAA) covering the Tampakan Copper-Gold Project.
The company said the merger is aligned with its strategy of investing in the mining industry. It noted that it previously acquired a 20.43% stake in Atlas Consolidated Mining and Development Corp.
OWNERSHIP STRUCTURE
DHI also detailed the ownership of the companies being absorbed.
Companies controlled by the Sy family own 87.93% of Indophil, while DFC Holdings, Inc., a holding company of the Consunji family, owns 10.02%. Alsons Consolidated Resources, Inc. and Alsons Corp., holding companies of the Alcantara family, own 1.81% and 0.23%, respectively.
Sonar, meanwhile, is an investment holding company of the Sy family.
Indophil holds a 40% ownership interest in SMI, while Sonar is disclosed as holding a 31.6% interest, with the transfer of legal title to the Sonar-held shares still undergoing registration. The two companies together hold 100% of the voting rights in SMI, according to the disclosure.
SMI FINANCIALS
SMI’s audited financial statements attached to Monday’s disclosure showed total assets of P33.06 billion at the end of 2025, up from P31.01 billion a year earlier, while total liabilities increased to P27.50 billion from P23.53 billion.
Mine development costs rose to P32.82 billion from P30.75 billion, accounting for the bulk of SMI’s assets.
SMI also had P18.73 billion in loans payable to a related party at end-2025, up from P14.97 billion a year earlier.
Indophil’s audited financial statements, also attached to the disclosure, showed P16.73 billion in loans to SMI as of end-2025. The accounts said the loans are repayable from future cash flows generated by the Tampakan project.
PROJECT STATUS
SMI’s 2012 mineral resource estimate placed the Tampakan deposit at 2.94 billion metric tons grading 0.51% copper and 0.19 gram per ton of gold, containing an estimated 15 million metric tons of copper and 17.9 million ounces of gold at a 0.2% copper cut-off grade.
SMI said the mineral resource report has not been updated since 2012.
The financial statements also said SMI had received full approval of its Declaration of Mining Project Feasibility, authorizing it to proceed with the development and operating periods of its amended FTAA, including the extraction and commercial disposition of copper, gold, and associated minerals, subject to conditions.
Several additional permit applications remained pending as of the financial statements, including applications for areas intended as a limestone source, a possible extension of the Tampakan mineralization domain, and a water-treatment facility.
SMI’s amended FTAA is set to expire on March 22, 2038, following the restoration of 18 years that the government had recognized as lost due to force majeure, according to the company’s financial statements.
DHI, formerly BDO Leasing and Finance, Inc., was renamed in 2022 as part of BDO Unibank, Inc.’s move to repurpose the company into a holding company.
DHI shares were last traded on Aug. 19 at P15.60 apiece before the PSE halted and subsequently suspended trading pending compliance with the backdoor-listing requirements. — Arjay L. Balinbin