Definitive SRC 20-IS 2025

SEAFRONT RESOURCES CORPORATION

7th Floor, JMT Building, ADB Avenue Ortigas Center, Pasig City

8637-2917

Telephone Number

31 December 2024 Fiscal Year Ending

Notice of Regular Annual Stockholders’ Meeting

SEC Form 20-IS Information Statement Pursuant to Section 20 of the Securities Regulation Code Form Type

TO OUR STOCKHOLDERS:

NOTICE IS HERf,BY GMN that th€ Regular Annual Meeting of the Stockholders of Seafront Resourc€s Corporation (the "Company') will be conducted virtually (or via online means of communication) on Thursday, June 19, 2025 at 3:30 PM, with th€ following agenda:

(l) Certification of Service ofNotice; (2) Determination ofQuorum/Call to Order; (3) Approval ofMinutes ofthe previous Regular Stockholders' Meeting held on June 20, 2024; (4) Approval of Management Report and the 2024 Audited Financial Statements contained in the 2024 Annual Repon;

(5) Confirmation and Ratification ofall acts, contracts and investments made and entered into by Management and-/or the Board of Directors during the period from lune 20,2024 to J]une 19,2025: (6) Election ofMembers ofthe Board ofDirectors for 2025-2026. a. Approval ofthe retention and reelection of Mr. Nicasio I. Alcantara and Atty. Emestine Carmen Jo D. Vi llareal as Independent Directors. Appointment of Extemal Auditors; Other Matters; and Adjoumment.

(7) (8) (e)

Only stockholders of record at close of business on Apil 22,2025 shall be entitled to vote at said meeting or any adjoumment thereof,

Pursuant to the alternative modes ofnotice as provided for in the Securities and Exchange Commission's NOTICE dated March 13, 2023, this notice to Stockholders shall be published in the business section of two (2) newspapers of general circulation, in print and online format, for two (2) consecutive days not later than 2l days before the scheduled meeting. The Information Statement, Management Report, SEC Form l7-A, Minutes of the Annual Stockholders Meeting for the year 2025 and other pertinent meeting documents shall be made available in the Company's websit€ (rvww. seafiontresources.com.ph) and via PSE Edge (hnosi'/edtc.ose.com.oh/comnanv Disclosures,/lirrm.do lcm or id=156).

As allowed under the Company's Amended By-Laws, the Regular Annual Meeting shall be held virtually or via online/remote communication. The stockholders shall be allowed to casttheirvotes by proxy, orby remote communication, or in absentia purs\ant to Section 49 ofthe Revised Corporation Code ofthe Philippines and SEC Memorandum Circular No. 6-2020.

To panicipate in the Annual Meeting, stockholders must register fiom 9:00 a,m. ofJune 4,2025 until 5:00 p.m. ofJune 9, 2025 through the following link: hnos://forms.oflice.com/r/28CdbXNC0H and follow the steps provided therein. The procedures for participation yia remote communication and in absentia can be found in the said link. Please see Annex '8" ofthe Information Statement.

Stockholders who wish to appoint proxies may submit proxy forms until 5:00 p.m. of June 9, 2025 to the Office of Corporate S€cretary at 7'h Floor, JMT Building, ADB Ave., Ortigas Center, Pasig City or by email to . Validation of proxies will be held on June 9,2025, A sample proxy form will be enclosed in the Information Strlement for your conveoience.

Corporate Secretary

AGENDA DETAILS AND RATIONALE

1. Call to Order

The Chairman of the Board of Directors, Mr. Roberto Jose L. Castillo, will call the meeting to order.

2. Certification of Notice and Quorum

The Corporate Secretary will certify that the written Notice for the meeting was duly sent to stockholders of record, including the date of publication and the newspaper where the notice was published. He will also certify that the quorum exists, and the Stockholders representing at least a majority of the outstanding capital stock, present in person or by proxy, shall constitute a quorum for the transaction of business.

Pursuant to Sections 23 and 57 of the Revised Corporation Code and SEC Memorandum Circular No. 6, Series of 2020, stockholders may participate and vote through remote communication or in absentia. Stockholders may register by submitting the requirements via email at corpaffairs@seafrontresources.com.ph and vote in absentia on the matters for resolution at the meeting. A stockholder who votes in absentia, as well as a stockholder participating by remote communication, shall be deemed present for the purpose of quorum.

Please refer to Annex “B” on the Procedures and Requirements for Voting and Participation in the 2025 Regular Annual Stockholders’ Meeting for complete information on remote participation or voting in absentia, as well as on how to join the livestream for the 2025 ASM.

3. Approval of the Minutes of the Annual Stockholders’ Meeting held on June 20, 2024

The Minutes of the Meeting held on June 20, 2024 are available at the Company’s website: www.seafrontresources.com.ph

4. Approval of Management Report and the 2024 Audited Financial Statements contained in the 2024 Annual Report

The Report summarizes the milestones and key achievements of Seafront Resources Corporation (the “Company”) and provides a clear picture of how the Company achieved its goals and strategic objectives for the year 2024. The Company’s audited financial statements, the highlights of which are explained in the President and Chief Executive Officer’s Report and in the Information Statement. Copies of the 2024 Audited Financial Statements, previously approved by the Board of Directors, were also submitted to the Securities and Exchange Commission (SEC) and the Bureau of Internal Revenue (BIR). Please see Annex “D” for the 2024 AFS.

5. Confirmation and Ratification of all acts contracts and investments made and entered into by the Management and/or Board of Directors during the period June 20, 2024 to June 19, 2025

The actions for approval are those taken by the Board and/or its Committees and the Management since the Annual Stockholders’ Meeting on June 20, 2024 until June 19, 2025, including the internal procedures for participation in meetings and voting through remote communication or in absentia. Agreements, projects, investments, treasury-related matters and other matters covered by disclosures to the SEC and the Philippine Stock Exchange will likewise be presented for approval. The acts of the officers were those taken to implement the resolutions of the Board or its Committees or made in the general conduct of business.

6. Election of Nine (9) members of the Board of Directors for the year 2025-2026

At its meeting held on April 24, 2025, the Corporate Governance Committee, as the standing committee of the BoardofDirectorsconstitutedforthepurposeofreviewingandevaluatingthequalificationsofpersons nominated to become members of the Board of Directors (including the independent directors) and pursuant to the provisions of the Revised Manual on Corporate Governance of the Company, reviewed the candidates for director to ensure that they have all the qualifications and none of the disqualifications for nomination and election as members of the Board of Directors.

The nine (9) nominees will be submitted for election to the Board of Directors by the stockholders at the Annual Stockholders’ Meeting. For this year, the candidates to the Board are the following:

a. As Regular Directors:

1) Mr. Roberto Jose L. Castillo

2) Mr. Medel T. Nera

3) Mr. Jose Luis F. Gomez

4) Mr. Victor V. Benavidez

5) Ms. Milagros V. Reyes

6) Ms. Yvonne S. Yuchengco

b. As Independent Directors:

7) Atty. Ernestine Carmen Jo D. Villareal-Fernando

8) Mr. Nicasio I. Alcantara

9) Mr. Basil L. Ong

Please refer to Item 5 – Directors and Executive Officers of the Information Statement for the profile of the nominees to the Board. Stockholders will have the opportunity to elect the directors who will serve for the term 2025- 2026 by way of individual voting, by ballot and by proxy.

Under the Company’s Manual on Corporate Governance and as warranted by the SEC Memorandum Circular No. 19, Series of 2016, the Independent Directors may be retained and reelected upon meritorious justification/s and Stockholders’ approval. In this regard, the retention and the reelection of Mr. Nicasio I. Alcantara and Atty. Ernestine Carmen Jo D. Villareal as Independent Directors will be proposed for approval

7. Appointment of the Company’s External Auditor

The Company’s Audit and Board Risk-Oversight Committee assessed and evaluated the performance for the previous year of the Company’s external auditor, SYCIP GORRES VELAYO & CO. (SGV). Based on the Board Audit Committee, the Board of Directors will recommend the reappointment of SGV as the Company’s external auditor for 2025

SGV, one of the top auditing firms in the country, is fully accredited by the SEC. A resolution for the appointment of the Company’s external auditor for 2025 shall be presented to the stockholders for approval.

9. Other Matters

The Chairman will inquire whether there are other relevant matters and concerns to be discussed.

10. Adjournment

Upon determination that there are no other relevant matters to discuss, the meeting will be adjourned on motion duly made and seconded.

7. Registrant’s telephone number, including area code: (632) 8637-2917

8. Date, time and place of the meeting of security holders: June 19, 2025 at 3:30 p.m. virtually or via online/remote communication. https://www.seafrontresources.com.ph/#!/Investor-Relations

9. Approximate date on which the Information Statement is first to be sent or given to security holders: May 22, 2025.

10. Securities registered pursuant to Section 4 and 8 of the RSA (information on number of shares and amount of debt is applicable only to corporate registrants): Title of Each Class

11. Are any or all of registrant’s securities listed on the Philippine Stock Exchange? Yes______________No If so, disclose name of the Exchange: The Philippine Stock Exchange, Inc.

Information Required by Items of SEC Form 20-IS

A. GENERAL INFORMATION

Item 1 Date, time and place of meeting of security holders

The Regular Annual Meeting of the Stockholders of Seafront Resources Corporation (the “Company”) will be held on Thursday, June 19, 2025, at 3:30 p.m. To be called and conducted and presided virtually or via online/remote communication by the presiding officer at the Company’s principal office address at 7th Floor, JMT Building, ADB Avenue, Ortigas Center, Pasig City. https://www.seafrontresources.com.ph/#!/Investor-Relations.

Mailing Address –7th Floor, JMT Building, #27 ADB Avenue, Ortigas Center, Pasig City, Philippines.

Approximate date of which the Information Statement is to be first sent or given to security holders: May 22, 2025

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A

PROXY

Item 2 Dissenters’ Right of Appraisal

There are no corporate matters or actions that will entitle dissenting stockholders to exercise their right of appraisal as provided in Section 80 of the Revised Corporation Code of the Philippines (RCC).

The Dissenter’s Right of Appraisal shall be available under the following instances:

a. In case of any amendment to the articles of incorporation has the effect of changing or restricting the rights of any stockholders or class of shares, or of authorizing preferences in any respect superior to those outstanding shares of any class, or extending or shortening the term of corporate existence;

b. In case of sale, lease, exchange, transfer, mortgage, pledge or other disposition of all or substantially all of the corporate property and assets as provided in the RCC;

c. In case of merger or consolidation; and

d. In case of investment of corporate funds for any purpose other than the primary purpose of the Company.

In the event that a dissenting stockholder exercises his Right of Appraisal, he shall be entitled to demand payment of the fair value of his shares. The right of appraisal shall be exercised by making a written demand to the Company for the payment of the fair value of shares held, within thirty (30) days after the date on which the vote was taken. Failure to make the demand within such period shall be deemed a waiver of the Appraisal Right. If the proposed corporate action is implemented, the dissenting stockholder shall be paid the fair value his shares as of the day before the vote was taken, excluding any appreciation or depreciation, upon surrender of the certificate or certificates of stock representing the stockholder’s shares (Sec. 81, RCC).

If the dissenting/withdrawing stockholder and the Company cannot agree on the fair value of the shares within sixty (60) days from the approval of the corporate action, the same shall be determined and appraised by three (3) disinterested persons, the first shall be named by the dissenting/withdrawing stockholder, the second by the Corporation, and the third by the two (2) thus chosen. The findings of the majority of the appraisers shall be final, and their award shall be paid by the Company within 30 days after such award is made, but no payment shall be made unless the Company has unrestricted retained earnings in its books to cover such payment. Upon payment by the Company of the agreed or awarded price, the stockholder shall forthwith transfer the shares to the Company (Sec. 81, RCC)

Item 3 Interest of Certain Persons in Matters to be Acted Upon

No director, nominee for election as director, associate of the nominee or executive officer of the Company at any time since the beginning of the last fiscal year had any substantial interest, direct or indirect, by security holdings or otherwise, in any of the matters to be acted upon in the meeting, other than election to office.

No director has informed the Corporation in writing that he intends to oppose any action to be taken by the registrant at the meeting

B. CONTROL AND COMPENSATION INFORMATION

Item 4 Voting Securities and Principal Holders Thereof

a) Number of Shares Outstanding as of April 22, 2025:

Number of Votes Entitled One (1) vote per share

Foreign Equity Ownership as of April 30, 2025: The Company’s Foreign equity ownership is as follows: No. of Shares

held by Filipino

b) Only holders of the Company’s stock of record at the close of business on April 22, 2025, acting in person or by proxy, on the day of the meeting are entitled to notice and to vote at the Annual Stockholders Meeting to be held on June 19, 2025 Stockholders of record are entitled to one vote per share. Voting may be done viva voce or by balloting or in absentia

c) Manner of Voting

Section 5.0 of Article II of the By-Laws of the Corporation provides that stockholder may vote at all meetings the number of shares registered in their respective names either in person or by proxy executed in writing, or through remote communication or in absentia as allowed by the Board of Directors. No proxy shall be recognized unless presented to the Secretary for inspection and registration at least ten (10) calendar days before the date of said meeting.

The stockholders have cumulative voting right with respect to the election of the Company’s Directors: (See also Page 17 Item 19 Voting Procedures).

1. Election of Directors shall be held at the Annual Stockholders’ Meeting. It shall be done by majority (2/3 for the amendment of the By-Laws) of stock represented in the meeting, or vote through remote communication or in absentia, and shall be conducted in the manner provided in Section 23 of the RCC, and with such formalities and in such manner as the presiding officer at the meeting shall then and there determine and provide:

a) he/she may vote such number of shares for as many persons as there are Directors to be elected;

b) he/she may cumulate said share and give one candidate as many votes as the number of Directors to be elected multiplied by his/her shares;

c) he/she may distribute them on the same principle among as many candidates as he/she may see fit. In any of these instances, the total number of votes cast by the stockholders should not exceed the number of shares owned by him/her as shown in the books of the Corporation multiplied by the total number of Directors to be elected.

d) Discretionary authority to cumulate vote is not solicited.

d) Security Ownership of Certain Record and Beneficial Owners and Management

1. Security Ownership of Certain Record and Beneficial Owners:

The following table sets forth information with respect to a record or beneficial owner directly or indirectly owning more than 5% of the Company’s Capital Stock as of April 30, 2025

Alsons Cons. Res., Inc. 2286 Pasong Tamo Ext. Makati City

Building, Trust Dept. Paseo de Roxas, Makati City

Trust Dept. P. de Roxas, Makati City

NOTE: 1. None of the holders of the Company’s common shares registered under the name of PCD Nominee owns more than 5% of the company’s common shares.

2. The corporate acts of PMMIC are carried out by its Board of Directors and Management.Ms. Michele Y. Dee is the President of PMMIC.

3. The Corporate acts of Alsons Cons. Res., Inc. are carried out by its Board of Directors. Mr. Nicasio I. Alcantara is the current Chairman and President of the Company.

4. CBC T/A-SSC#0010 and T/A-SSC#0011 are Trust Accounts with China Banking Corporation as Trustee. The Corporate acts of CBC are carried out

its Board of Directors and Management. Mr. Romeo D. Uyan, Jr. is the current

include Filipino and Non-Filipino.

2. Security Ownership of Management as of April 30, 2025.

The following are the number of shares owned of record by the Directors, the Chief Executive Officer and each of the key officers of the Company and the percentage of shareholdings of each:

Title of Class

Common

Common

Roberto Jose L. Castillo

Milagros V. Reyes

and Director

Common Basil L. Ong

Common Yvonne S. Yuchengco

Common Nicasio I. Alcantara

Director

Common Medel T. Nera

Common Ernestine Carmen Jo D. Villareal-Fernando

Common

Common

Jose Luis F. Gomez

Victor V. Benavidez

Samuel V. Torres

Louie Mark R. Limcolioc

Corporate Secretary

Filipino -

Filipino

As of April 30, 2025, the Company’s directors and executive officers owned an aggregate of 4,266 shares equivalent to 0.002% of the Company’s outstanding shares. None of the members of the Company’s directors and management owns more than 2% of the outstanding capital stock of the Company.

Voting Trust Holders of 5% or more -The Company is not aware of any voting trust or similar arrangement among persons holding more than 5% of a class of shares.

Changes in Control - There had been no change in the control of the Company since the beginning of the last fiscal year. The Company has no existing voting trust or change in control agreements.

Roberto Jose L. Castillo

2018 to present Milagros V. Reyes

L. Ong

Jose Luis F. Gomez

Yvonne S. Yuchengco

Nicasio I. Alcantara

Victor V. Benavidez

Medel T. Nera

Ernestine Carmen Jo D. Villareal-Fernando

Executive Officers:

Milagros V. Reyes

1999 to present

2021 to present

2024 to present

2000 to present

1995 to present

2017 to present

Filipino 2011 to present

Filipino 2012 to present

1999 to present Medel T. Nera

Atty. Samuel V. Torres

Vanessa G. Peralta

Atty. Louie Mark R. Limcolioc

2011 to present

2006 to present

2021 to present

2022 to present

The Directors of the Company are elected at the annual meeting of stockholders to hold office until the next annual meeting and until each respective successor shall have been elected and qualified. Each Board member serves for a term of one year or until his successor is duly elected and qualified.

The following are the incumbent directors of the Company and their business experience for the past five (5) years:

Board of Directors

Mr. Roberto Jose L. Castillo, 71, Filipino, Chairman (Non-Executive Director)

Publicly-Listed Companies: Mr. Castillo is the Chairman of the Board since 2018.

Non Listed: He is the Director of the following companies Brightnote Assets Corporation, Kubota-Kasui Philippines Corporation, SQ Resources, Inc., SN Resources, Inc., Somerset Hospitality Holdings Philippines, Inc., Ascott Hospitality Holdings Philippines, Inc. and Tong Hsing Electronics Philippines, Inc. He is also Chairman of the Advisory Board, Carmelray Industrial Corporation and Chairman CJC Corporation.

Educational Background: Master’s degree in Business Administration, Wharton Graduate School of the University of Pennsylvania, Bachelor of Science in Commerce, University of Santo Tomas, Bachelor of Arts, University of Santo Tomas. Professional Qualification: Certified Public Accountant (CPA)

Ms. Milagros V. Reyes, 83, Filipino, Director/President

Publicly-Listed Companies: She is the Director and President of PetroEnergy Resources Corporation and formerly of iPeople, inc. Non-Listed: She is presently the Chairman of PetroGreen Energy Corporation, Chairman of Maibarara Geothermal, Inc. and Chairman/President of PetroSolar Corporation; Director/Treasurer of Hermosa Ecozone & Development Corporation. She was formerly a Director/Consultant of PNOC-EC and a Senior Vice President of Basic Petroleum and Minerals, Inc.

Educational Background: Bachelor of Science in Geology and Physical Sciences (Double Degree) from the University of the Philippines. She pursued various technical trainings from the National Iranian Oil Co., University of Illinois and Ajman Fields in U.A.E.

Ms. Yvonne S. Yuchengco, 71, Filipino, Director

Publicly-Listed Companies: She is a Director of House of Investments, Inc. Director/Treasurer of PetroEnergy Resources Corporation and Director of iPeople, Inc.

Non-Listed: She is the Chairperson/President/Director of Phil. Integrated Advertising Agency, Inc., Royal Commons, Inc., Y Realty Corporation, Y TowerII Office Condominium Corporation, Yuchengco Museum, Inc., Yuchengco Tower Office Cond. Corporation, Chairperson of XYZ Assets Corporation, Director/President of Alto Pacific Corporation, RCBC Land, Inc., Mico Equities, Inc. She is Director/Treasurer of Honda Cars Kaloocan, Inc., Malayan High School of Science, Inc., Mona Lisa Development Corporation, PetroEnergy Resources Corporation, Water Dragon, Inc., DirectorTreasurer/CFO of Pan Malayan Mgm’t. & Inv’t. Corp., Director/Vice Chairperson of Malayan Insurance Co., Inc., Director/Vice President/Treasurer of Pan Managers, Inc., Trustee/Chairperson of The Malayan Plaza Condominium Owners Association, Inc., Trustee of AY Foundation, Inc, Mapua Institute of Technology, Inc., Phil-Asia Assistance Foundation, Inc., She is a member of Advisory Committee of Rizal Banking Corporation, Director/Corporate Secretary of MPC Investment Corporation. She is also a member of the Board of Directors of the following companies: Annabelle Y. Holdings & Management Corporation, Asia-Pac Reinsurance Co., Ltd., A.T.Yuchengco, Inc. DS Realty, Inc., Enrique T. Yuchengco, Inc., GPL Holdings, Inc., House of Investment, Inc., HYDee Management and Resource Corp., iPeople, inc., La Funeraria Paz, Inc.-Sucat, Luisita Industrial Park Corp., Malayan College Laguna, Inc., Malayan Colleges, Inc., Malayan High School of Science, Inc., Malayan International Insurance Corp., Manila Memorial Park Cemetery, Inc., National Reinsurance Corporation of the Philippines, Pan Malayan Express, Inc., Pan Malayan Realty Corporation, Shayamala Corporation and YGC Corporate Services, Inc, Yuchengco Center, Inc.

Educational Background: Bachelor of Arts in Interdisciplinary Studies from the Ateneo De Manila University

Mr. Medel T. Nera, 69, Filipino, Director/Treasurer

Publicly-Listed Companies: Mr. Nera is the Director of iPeople, Inc.; EEI, Inc. and House of Investments, Inc.

Non-Listed: He is also a Director of Generika Group. His past experience include: President and CEO of House of Investments, Inc., Director and President of RCBC Realty Corp.; Chairman of the Board of Greyhounds Security & Investigation Agency Corporation, and Zamboanga Industrial Finance Corporation (ZIFC); Chairman and President of Honda Cars Kalookan, Inc.;DirectorofHI-Eisai Pharmaceuticals,Inc.,InvestmentManagers,Inc.,LandevCorp.,MalayanCollegesLaguna,Inc.Manila Memorial Cemetery Park, Inc., YGC Corporate Services, Inc., Chairman of Risk Oversight Committee and member of the Audit Committee of Rizal Commercial Banking Corp.; and Senior Partner at Sycip Gorres Velayo & Co

Educational Background: Master in Business Administration from Stern School of Business, New York University, USA and Bachelor of Science in Commerce from Far Eastern University, Philippines, International Management Program from Manchester Business School, UK, Pacific Rim Program from University of Washington, USA.

Mr. Nicasio I. Alcantara, 82, Filipino, Independent Director

Publicly-Listed Companies: He is presently Chairman and President of Alsons Consolidated Resources, Inc., an Independent Director of The Philodrill Corporation and Phoenix Petroleum Philippines, Inc.

Non-Listed: Chairman and President of ACR Mining Corporation, Alsons Development and Investment Corporation, Sarangani Agricultural Company, Inc., Conal Corporation, Thermal Energy Corporation, Alto Power Management Corporation and many other subsidiaries under the Alcantara Group. He is the Chairman of the SITE Group International, Ltd. Mr. Alcantara serves as the Chairman ofboththe Corporate Governance Committee and Related Party TransactionsCommittee ofthe BDO Private Bank, Inc. and a member of the Bank’s Audit Committee. He is the Vice-Chairman of Aviana Development Corporation. Director of Enderun Colleges, Inc. Prior to this, Mr. Alcantara held the position of Chairman and President in various corporations, namely, Petron Corporation, Iligan Cement Corporation, Alson Cement Corporation, Northern Mindanao Power Corporation and Refractories Corporation of the Philippines. He was also the Chairman of Alsons Prime Investments Corporation until recently and servedas Directorofthe Bank OneSavings Bancasia Capital Corporation,C. Alcantara &Sons,Inc. and AlsonsCorporation.

Educational Background: Bachelor of Science in Business Administration from the Ateneo de Manila University, Master’s in Business Administration from Sta. Clara University, California, USA

Atty. Ernestine Carmen Jo Villareal-Fernando, 64, Filipino, Independent Director

Non-Listed: She is the Director of various corporations such as: Country Bankers Insurance Corporation, Country Bankers Life InsuranceCorporation,andFuegoyHielo,Inc.,FoundingPartner,PlatonMartinez FloresSanPedroLeanoFernandoPanagsagan Bantilan Law Office from 1996-2004. Trustee of Jose E. Desiderio, Inc. from 2005 to present. Trustee and former President and Council of Advisers of Philippine Bar Association from 2019 to present Independent Director of GHL Electronic Payments, Inc. GHL Systems Philippines, Inc., and GHL Philippines Financing Services, Inc. from 2022 to present.

Educational Background: Bachelor of Laws from the University of the Philippines, A.B. Economics-College Scholar, Dean’s Medal from the University of the Philippines, Certificate in Math and Computer Programming at Michigan State University, Computer Center.

Mr. Victor V. Benavidez, 73, Filipino, Director

Publicly-Listed Companies: He is a Director of Boulevard Holdings, Inc.

Non-Listed: He is formerly the General Manager of Alakor Securities, Inc, Director, Mariwasa Siam Holdings, Anglo Philippines Holdings Corporation, VP and Director Mabuhay Holdings Corporation and Tagaytay Properties & Holdings Corporation, Columnist, The Daily Globe, Investment Research Consultant of James Capel, Manager/Corplan of Banco Filipino and Manager/Investment Research of Anselmo Trinidad & Co.

Educational Background: Bachelor of Science in Economics from the University of Sto. Tomas, Master’s Degree in Economics from the University of Sto. Tomas, Professional Development Program from CRC.

Mr. Luis F. Gomez, 63, Filipino, Director

He is formerly the Chairman of RCBC Securities, Inc, Director of RCBC Capital Corporation and RCBC Bankard Services, Inc. He is formerly the President and Chief Executive Officer of RCBC Capital Corporation, Associate Director of AIG Investment Corporation, Peregrine Capital Phils., Director and General Manager of Falcon Properties and Resources Corporation, Assistant Vice President of Bank of America NT & SA and Investment and Capital Corporation of the Philippines.

Educational Background: Bachelor of Science in Management Engineering from Ateneo de Manila University

Mr. Basil L. Ong, 73, Filipino, Independent Director

Publicly-Listed Companies: He is formerly an Independent Director at PetroEnergy Resources Corporation since 2011 to 2020 Non-Listed: Mr. Ong likewise has board membership in various corporations, namely: Transnational Diversified Group, Inc., Wordtext Systems, Inc. (WSI),Transnational Medical and Diagnostic Center, Inc. Botika TDG, Inc., Wellcare Health Maintenance, Inc.

Educational Background: Mr. Ong, received his Bachelor’s Degree in Management from the Ateneo de Manila University and he completed his post graduate the Program for Management Development at the Harvard Business School.

Executive Officers:

Ms. Milagros V. Reyes, 83, Filipino, Director/President

Publicly-Listed Companies: She is a Director and President of PetroEnergy Resources Corporation and formerly of iPeople, Inc.

Non-Listed: She is presently the Chairman PetroGreen Energy Corporation, Chairman of Maibarara Geothermal, Inc. and PetroSolar Corporation; Director/Treasurer of Hermosa Ecozone & Development Corporation. She was formerly a Director/Consultant of PNOC-EC and a Senior Vice President of Basic Petroleum and Minerals, Inc.

Educational Background: Bachelor of Science in Geology and Physical Sciences (Double Degree) from the University of the Philippines. She pursued various technical trainings from the National Iranian Oil Co., University of Illinois and Ajman Fields in U.A.E.

Mr. Medel T. Nera, 69, Filipino, Director/Treasurer

Publicly-Listed Companies: Mr. Nera is the Director of iPeople, Inc.; EEI, Inc. and House of Investments, Inc.

Non-Listed: He is also a Director of Generika Group. His past experience include: President and CEO of House of Investments, Inc., Director and President of RCBC Realty Corp.; Chairman of the Board of Greyhounds Security & Investigation Agency Corporation, and Zamboanga Industrial Finance Corporation (ZIFC); Chairman and President of Honda Cars Kalookan, Inc.;DirectorofHI-Eisai Pharmaceuticals,Inc.,InvestmentManagers,Inc.,LandevCorp.,MalayanCollegesLaguna,Inc.Manila Memorial Cemetery Park, Inc., YGC Corporate Services, Inc., Chairman of Risk Oversight Committee and member of the Audit Committee of Rizal Commercial Banking Corp.; and Senior Partner at Sycip Gorres Velayo & Co

Educational Background: Master in Business Administration from Stern School of Business, New York University, USA and Bachelor of Science in Commerce from Far Eastern University, Philippines, International Management Program from Manchester Business School, UK, Pacific Rim Program from University of Washington, USA.

Atty. Samuel V. Torres, 60, Filipino, Corporate Secretary

He is the Gen. Counsel/Corporate Secretary of AY Foundation, Alto Pacific Company, Inc. (Formerly: The Pacific Fund, Inc.), Bankers Assurance Corp., FBIA Insurance Agency, Inc., Bluehounds Security & Invt. Agency, Enrique T. Yuchengco, Inc., First Nationwide Assurance Corp., GPL Holdings, Inc. GPL Cebu Tower Office Cond. Corp., GPL Holdings, Inc., Grepaland, Inc., Grepa Reality Holding Corporation, Hexagon Integrated Financial & Insurance Agency, Hi-Eisai Pharmaceutical, Inc., Honda Cars Kalookan, Inc, House of Investments, Inc.,Hexagon Integrated Fin. Ins. Agency, Inc., Hexagon Lounge, Inc., iPeople, Inc., Investment Managers, Inc.,Landev Corporation, La Funeraria Paz-Sucat, Inc., Malayan High School of Science, Inc., Malayan Insurance Co., Inc., Mico Equities, Inc., Malayan Colleges, Inc., Malayan Colleges Laguna, Inc., Malayan Securities Corporation, Mapua Information Technology Center, Inc., MJ888 Corporation, Mona Lisa Development Corporation, Pan Malayan Management & Investment Corporation, Pan Malayan Realty Corporation, Pan Malayan Express, Inc., Pan Pacific Computer Center, Inc., People eServe Corporation, PetroEnergy Resources Corporation, Philippine Integrated Advertising Agency, Inc., Royal Commons, Inc.,RCBC Forex Corporation, RCBC Realty Corporation, RCBC Land, RCBC Securities, Inc., RCBC Bankard Services Corporation, RCBC Securities, Inc., RP Land Development Corporation, Sun Life Grepa Financial, Inc., Yuchengco Museum, YGC Corporate Services, Inc., Y Realty Corporation, Y Tower II Office Condominium Corp., Yuchengco Tower Office Condominium Corp. and Xamdu Motors, Inc.

Educational Background: Bachelor of Science in Business Economics from the University of the Philippines and Bachelor of Laws from Ateneo de Manila University.

BOARD ATTENDANCE

The record of attendance of the Board of Directors in the Board Meetings and Stockholders’ Meeting for the calendar year 2024 and also Board Committee Meetings.

Roberto Jose L. Castillo

Milagros V.

*Mr. Jose Luis F. Gomez was elected as a Director, succeedingMr. Raul M. Leopando, during the Annual Stockholders’Meeting on June 20, 2024. Nominees for Election as Members of the Board of Directors for the year 2025-2026:

The following incumbent directors have been nominated to the Board of Directors of the Company for the ensuing year 2025-2026 and have been approved for election by the Corporate Governance Committee at its meeting on April 24, 2025

1. Mr. Roberto Jose L. Castillo – Director 6. Mr. Nicasio I. Alcantara – Independent Director

2. Ms. Milagros V. Reyes – Director 7. Atty. Ernestine Carmen Jo D. Villareal-Fernando–IndependentDirector

3. Mr. Jose Luis F. Gomez – Director 8. Mr. Basil L. Ong – Independent Director 4. Ms. Yvonne S. Yuchengco - Director 9. Mr. Victor V. Benavidez– Director 5. Mr. Medel T. Nera– Director

Nomination and Election of Independent Directors:

Atty. Arturo B. Maulion, a stockholder of record, formally nominated Mr. Nicasio I. Alcantara, Atty. Ernestine Carmen Jo D. Villareal-Fernando and Mr. Basil L. Ong as Independent Directors. Atty. Maulion has no relations with the Nominees. (Please see attached Annex “A” for the Certification of Independent Directors).

Retention and Re-election of Mr. Nicasio I. Alcantara and Atty. Ernestine Carmen Jo Villareal-Fernando as Independent Directors.

Justification for the retention and reelection of Mr. Nicasio I. Alcantara, 82, Filipino, Independent Director

Mr. Alcantara is a product of Ateneo de Manila University witha degree in BS Business Administration in 1964. He then pursued his studies abroad and finished his Masters in Business Administration post-graduate diploma atSta. Clara University, California, U.S.A. in 1968. Mr. Alcantara is a distinguished and an astute businessperson who has been at the helm of numerous different companies in finance, real estate, agriculture, mining, oil and power. He is presently the Chairman and President of Alsons Consolidated Resources, Inc., Alto Power Management Corp., Alsons Thermal Energy Corp., ACR Mining Corp., the Chairman of Site Group International Limited, an Australian company, and Conal Corporation, and the Vice Chairman of Aviana Development Corp.

From 2001 until 2009, he led Petron Corporation, the largest oil refining and marketing company, one of the leading oil suppliers in the Philippines, as its Chairman and CEO. He likewise served as Chairman and President for various corporations, namely, Western Mindanao Power Corporation, Northern Mindanao Power Corporation, Southern Phil. Power Corp., Refractories Corporation of the Phils., Davao Industrial Plantation, Inc., Alsons Insurance Brokers Corp., Alsons Cement Corporation, Alsons Aquaculture Corporation, and Chairman of Acil Corporation.

In addition to the aforementioned executive positions, Mr. Alcantara held and continues to hold directorships with numerous companies. Mr. Alcantara’s first directorship experience traces as far back as 1973 with Alsons Insurance Brokers Corp. and has been well-sought as director by several companies ever since. For five (5) decades, or from 1973 onwards, Mr. Alcantara served and continues to serve as director for various corporations, namely: Aces Technical Services, Inc., Acil Corporation, Alabel Sa Lipa Farms, Inc., Alcor Transport Corporation, Aleca Corp., Alsing Power Holdings, Inc., Alsons Aquaculture Corporation, Alsons/AWS Information System, Inc., ACR Mining Corporation, Alsons Corporation, Alsons Development and Investments Corp., Alsons Land Corporation, Alsons Power Holdings Corporation, Alson Properties Corporation, Alsons Security Co., Inc., Alsons Thermal Energy Corp., Alsons Prime Investments Corp., Alto Power Management Corporation, Alsons Cement Corporation, Alsons Consolidated Resources, Inc., Aquasur Resources Corporatioon, Buayan Cattle Co., Inc., C. Alcantara and Sons, Inc., Bank One Savings & Trust Corp., Bancasia Finance and Investment Cop., Bancasia Capital Corporation, Conal Corporation, Enderun Colleges Inc., Finfish Hatcheries, Inc., Indophil Resources NL, Kennemer Foods International, Lima Agri Farms, Inc., Lima Land, Inc., Roscal Corporation, Samal Agricultural Dev’t. Corporation, San Ramon Power, Inc., Sarangani Agricultural Co., Inc., Sarangani Cattle Co., Inc., Sarangani Energy Corporation, Sagittarius Mines, Inc., Seawood Holdings Incorporated, South Star Aviation Corporation, Sunfoods Agri. Ventures, Inc., Site Group International, Ltd., Southern Philippines Power Corporation, T'boli Agro-Industrial Development, Inc., Trusto Corporation, Western Mindanao Power Corporation, WWF Philippines,United Pulp and PaperCo. Mr. Alcantara likewise holds independentdirectorposition with BDO Private Bank, Inc., Phoenix Petroleum Philippines, Inc., and The Philodrill Corporation.

With the above, Mr. Alcantara’s extensive experience in various industries and remarkable professional reputation is beyond question. His guidance, through the knowledge and wisdom he gained over the years, would therefore be more than necessary in stimulating the Company’s financial growth.

Justification for the retention and reelection of Atty. Ernestine Carmen Jo Villareal-Fernando, 64, Filipino, Independent Director

Atty. Villareal-Fernando graduated fromthe University ofthe Philippines with a degree in A.B. Economics in1982 with a Dean’s Medal award and having been a college scholar. Atty. Villareal- Fernando pursued her law studies in the University of the Philippines and graduated Bachelor of Laws in 1987. Prior to her UP education, she was granted a scholarship and secured a Certificate in Math and Computer Programming from Michigan State University. She was also granted a scholarship in the revived UP LLM Program. She is a member of the UP Delta Lambda Sigma Sorority and served as its Grand Archon in 1986. She was also President of the UP Delta Lambda Sigma Alumni Association.

Atty. Villareal-Fernando was admitted to the Philippine Barin 1988. In the early years ofAtty. Villareal-Fernando’s law practice, she worked with Siguion Reyna Montecillo & Ongsiako Law Office, one of the oldest law firms in the Philippines, wherein she became its first female partner. She subsequently became one of the founding and Senior Partners of Platon Martinez Flores San Pedro Leano Fernando Panagsagan Bantilan Law Office in 1996, one of the top and prominent law firms in the Philippines. She co-headed its Labor Department as well. Her law practice covers the areas of general litigation, product liability, labor law, corporate law, property and due diligence.

Atty. Villareal-Fernando left the Firm in 2004 to live overseas. She continued a distinguished career in the corporate practice as she held and continues to hold directorships with various notable corporations. Atty. Villareal-Fernando serves as independent director for RCBC Forex Inc., RP Land Development Corp., Seafront Resources Corporation. She also sits on the board of directors of Fuego y Hielo Publishing, Country Bankers Insurance Corporation, Country Bankers Life Insurance Corporation, and Trustee in Jose E. Desiderio, Inc. Simultaneous to these directorships, as Independent Director of RCBC Securities Inc., she presided as Chairman of RCBC Securities Inc.’s Audit Committee and Corporate Governance Committee; and was a member of various committees such as Risk Management Committee and Compensation and Remuneration Committee. She is also on the Audit Committee of Seafront Resources Corporation. She is likewise in the Executive Committee, Corporate Governance Committee and Audit Committee of both Country Bankers Life Insurance Corp. and Country Bankers Insurance Corp. She was a former President and Council of Advisers of the Philippine Bar Association, the oldest voluntary lawyers’ group of the Philippines where she is likewise its Treasurer. She is with the University of the Philippines Law Alumni Foundation where she is the Vice Treasurer. She is also a Fellow of the Institute of Corporate Directors.

Notwithstanding the above, Atty. Villareal-Fernando still finds the time to share her knowledge and wisdom as an academe in several institutions and companies. She is a lecturer at the UP College of Law and is the lone Lecturer representative on the UP Law Academic Personnel Committee. She was once Chairman of the UP Law Commercial Law Cluster. She has likewise lectured for the National Convention of the Integrated Bar of the Philippines, the UP Law Center and private corporations. She has been trained in the United Kingdom and in the Asia Pacific region on litigation and evidentiary training.

Given Atty. Villareal-Fernando’s aforementioneddeepandimpressive professionaltrack-record in thefieldsoflaw andcorporate practice, together with her passion as an academe, it is undeniable that her knowledge and wisdom would prove to be invaluable in leading and guiding the Company towards a much robust future.

Assessment by the Corporate Governance Committee on the Qualifications of the Nominees for Directorship

Considering the above, the Corporate Governance Committee passed upon the qualifications of the above-named nominees and found no disqualifications in accordance with Rule 38 of Republic Act No. 8799 or otherwise known as the Securities Regulation Code (SRC) and the Company’s Manual on Corporate Governance, and as provided for in the Company’s By-Laws, as amended and approved by the Board of Directors and Stockholders on June 29, 2020, and July 27, 2020, respectively

The Corporate Governance Committee adheres to the criteria and guidelines governing the conduct of the nominations as set forth in the procedures under SRC Rule 38 on the Nomination and Election of Independent Directors, Amended By-Laws, and the Company’s Manual on Corporate Governance.

The Company has adopted SRC Rule 38 and compliance therewith has been made. Only nominees whose names appear on the Final List of Candidates shall be eligible for election as Independent Director. No further nominations shall be entertained or allowed on the floor during the actual annual stockholders’ meeting. An Independent Director is a person who is independent of management and the controlling shareholder, and is free from any business or other relationship which could, or could reasonably be perceived to, materially interfere with his exercise of independent judgement in carrying out his responsibilities as a director. (Please see Annex “A” for the Certification of Independent Director).

The members of the Board of Directors and the Independent Directors are elected at the general meeting of stockholders, who shall hold office for the term of one (1) year or until their successors shall have been elected and qualified.

The Board Committee Members and other Officers of the Company, unless removed by the Board of Directors, shall serve as such until their successors are elected or appointed.

Significant Employees

Other than the aforementioned Directors and Executive Officers identified in the item on Directors and Executive Officers in this Information Statement, there are no other employees of the Company who may have significant influence in the Company’s major and/or strategic planning and decision-making. The Corporation values its human resources. It expects each employee to do his share in achieving the Corporation’s set goals.

Family Relationship

There are no family relationships known to the Company.

Certain Relationships and Related Transactions (refer to Note 14 of the 2024 Audited Financial Statements)

Related party relationship exists when one party has the ability to control, directly, or indirectly through one or more intermediaries, the other party or exercise significant influence over the other party in making financial and operating decisions. Such relationship also exists between and/or among entities, which are under common control with the reporting enterprises and

its key management personnel, directors, or its shareholders. In considering each related party relationship, attention is directed to the substance of the relationship, and not merely the legal form. The Company in its regular conduct of business has entered into the following transactions with related parties consisting of reimbursement of expenses and management and accounting services agreements.

All of the related party transactions disclosed in the Notes to the AFS are required disclosures of the law under the SEC and BIR regulations.

Involvement in Certain Legal Proceedings

For the past five (5) years, none of the Directors or Executive Officers was involved nor has any such officer or director has been involved in any legal cases under the Insolvency Law or the Philippine Revised Penal Code either as defendant or accused, nor has any such officer or director been the subject of any court order, judgment or decree barring, suspending or otherwise limiting him from engaging in the practice of any type of business including those connected with securities trading, investments, insurance or banking activities.

As of this report, the Company is not a party to any litigation or arbitration proceedings of material importance, which could be expected to have a material adverse effect on the Company or on the results of its operations. No litigation or claim of material importance is known to be pending or threated against the Company or any of its properties.

As of the record date, to the best of Company’s knowledge, there are no legal proceedings against the directors and executive officers of the Company within the categories described in SRC Rule 12, Part 1V paragraph (A) (4).

Stocks Warrants or Options

No warrants or options were granted to the Directors and Officers from 1999.

Disagreements with the Company

No director has resigned or declined to stand for re-election for the Board of Directors since the date of the annual meeting of security holders due to any disagreement with the Corporation relative to the Corporation’s operations, policies and practices.

Item 6 Compensation of Directors and Executive Officers

Summary Compensation Table (CEO and Top 4 Highest Paid Executive Officer) Name Designation Compensation *

Milagros V. Reyes PresidentMedel T. Nera TreasurerAtty. Samuel V. Torres Corporate SecretaryAtty. Louie Mark R. Limcolioc Asst. Corporate Secretary -

Summary Compensation Table (All Directors as a group)

AllDirectors as a group*

*all executive officers of the company do not receive any compensation. ** 2025 projected per diem during BOD meetings.

There is no employment contract between the registrant and the Chairman and all others Executive Officers. Director’s per diem is ₱5,000.00 per BOD meeting.

There are no other arrangements pursuant to which any director of the Company was compensated, or is to be compensated, directly or indirectly.

Item 7 Independent Public Accountant

The external auditor of the Corporation is the auditing firm of SyCip Gorres Velayo & Co. (SGV), which was endorsed by the Audit Committee to the Board. The Board approved the endorsement and submitted the same for stockholders’ approval at the scheduled annual meeting of the stockholders. SGV accepted the Company’s nomination for re-election this year.

SGV performed the following audit services for the calendar year ended December 31, 2024 and 2023: 1) the examination of the financial statements of the Company; 2) review of income tax returns; and 3) such other services related to the filing of reports made to the SEC and the Bureau of Internal Revenue (BIR).

The representatives of SGV were consistently present during previous shareholders’ meeting and are expected to attend this year’s stockholders’ meeting to address questions as regards matters for which their services were engaged.

In compliance with SRC Rule 68 Paragraph 3 (b) (1V) (Re: Rotation of External Auditors), Ms. Wenda Lynn M. Loyola’s engagement as signing partner for SGV for the purpose of examining the Company’s 2024 financial statements, did not exceed the five-year term limit. Ms. Wenda Lynn M. Loyola’s’s engagement as signing partner of SGV for Calendar year 2024 is likewise subject to the approval by the shareholders. A two-year cooling off period shall be observed in the re-engagement of the same signing partner or individual audit.

Disagreements with External Auditors on Accounting and Financial Disclosures

As of December 31, 2024, there were no reported disagreements with Accountants on Accounting and Financial Disclosure.

Audit

and audit- related fees

External audit fees amounted to ₱444,528 (inclusive of VAT) as of December 31, 2024. Said fees are for the audit and review of registrant’s annual financial statements and other services rendered in connection with filing of said financial statements with the government institution such as SEC and BIR.

Aside from those discussed above, there were no other fees incurred for the assurance and other services, such as tax accounting, compliance, advice, planning and any other form of tax services for year end 2024 and 2023.

It is the policy of the Company that all audit findings are presented to its Audit Committee which reviews and make recommendations to the Board on actions to be taken thereon. The Board of Directors of the Company passes upon and approves the AuditCommittee/BROC’s recommendations. The Audit/Board Risk OversightCommittee (BROC), the Board ofDirectors and the stockholders of Seafront Resources Corporation approved the engagement of SGV & Co as the Company’s external auditor. The members of the Audit Committee/BROC are as follows:

Nicasio I. Alcantara - Chairman - Independent Director

Basil L. Ong - Member – Independent Director

Ernestine Carmen Jo Villareal-Fernando - Member - Independent Director

Item 8 Compensation Plan

No actionistobe taken with respect toanyplanpursuanttowhich cashornon-cashcompensation maybepaidordistributed.

C. ISSUANCE AND EXCHANGE OF SECURITIES

Item 9 Authorization or Issuance of Securities Otherwise than for Exchange

There is no matter or corporate action to be taken up in the meeting with respect to issuance of securities.

Item 10 Modification or Exchange of Securities No Modification of Outstanding Securities

Item 11 Financial and Other Information

The Audited Financial Statements of the Company is attached as Annex “D”. The Management’s Discussion & Analysis is incorporated in the attached Management Report.

Item 12 Mergers, Consolidation, Acquisition and Similar Matters Not Applicable.

Item 13 Acquisition or Disposition of Property Not Applicable.

Item 14 Restatement of Accounts None.

Item 15 Action with Respect to Reports

D. OTHER MATTERS

a) Approval of the Minutes of the 2024 Annual Shareholders’ Meeting;

The Minutes of 2024 Annual Shareholders Meeting reflects the following:

1. Approval of Management Report and the 2023 Audited Financial Statements contained in the 2023 Annual Report

2. Confirmation and Ratification of all acts, contracts and investments made and entered into by Management and/or the Board of Directors during the period of 22 June 2023 to 20 June 2024

3. Election of Nine (9) members of the Board of Directors for the year 2024-2025

4. Appointment of External Auditors.

b) Approval of Management Report and the 2024 Audited Financial Statements;

c) Confirmation and Ratification ofall acts, contracts and investments made and entered into by Management and/or the Board of Directors during the period of June 20, 2024 to June 19, 2025;

1. Constitution of various Committees and Appointment of Chairman and Members: (Organizational Meeting held June 20, 2024). Such as:

Corporate Governance Committee

Chairperson - Ernestine Carmen Jo D. Villareal-Fernando - Independent Director Members - Nicasio I. Alcantara - Independent Director - Basil L. Ong – Independent Director

Audit Committee/BROC

Chairperson - Nicasio I. Alcantara – Independent Director Members - Ernestine Carmen Jo D. Villareal-Fernando - Independent Director - Basil L. Ong – Independent Director

Corporate Information Officer/ - Atty. Samuel V. Torres

Asst. Corporate Information Officer/ Compliance Officer - Atty. Louie Mark R. Limcolioc

2. Ratification of acts and resolutions of Management and of the Board of Directors as referred to in the Notice of the Annual Meeting refers only to acts and resolutions done in the ordinary course of business and operation of the Company. Ratification is being sought in the interest of transparency and as a matter of customary practice or procedure undertaken at every Annual Meeting of Stockholders of the Company.

There are no other acts and resolutions of Management and of the Board of Directors that need the approval of the stockholders.

d) Election of Nine (9) members of the Board of Directors (including Independent Directors) for the year 2025-2026

Item 16 Matters Not Required to be Submitted

a) Proof of the required notice of the meeting

b) Proof of the presence of a quorum

Item 17 Amendm€nt of Chlrter. Bv-Laws or Other Document

None.

!!g!C Allgl-Blpposed Acdon

None.

Ilem 19 Vog4q ProcedureC

Consideri[g tbst the Cmpany will dispense with the phyeical attendance of its stocldolders, thc Board of Directon has adopted an int€rnal procedure for the voting and participation in the 2025 Anrual Stockholders' M€cting, which covers both elecfonic voting in absentia ardproxy vsting. For the dotailed steps and guidelines, plcase sec attached Arrer'8" Procedures and Rcquir€m€ots for votitrg and Participation in the 2025 A ual Stoclfiolders' Mcetiry.

SIGNATI'RE

After rearonable inquiry rnd to the best of my knowledg€ rnd beliet I certify ttrrt the lnformadotr sct forth in this report ls true, compl€te rtrd corr€ct. This report lr slgned ln the City of PrsE on Mry 13, 2025.

SEAFRONT RESOIJRCES CORPORAIION

By:

&K

MANAGEMENT REPORT TO STOCKHOLDERS

PART I - BUSINESS AND GENERAL INFORMATION

INCORPORATED HEREIN ARE THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF SEAFRONT RESOURCES CORPORTION FOR THE YEAR ENDED DECEMBER 31, 2024 WITH THE CORRESPONDING STATEMENT OF MANAGEMENT RESPONSIBILITY.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

For the last five (5) years, there have been no disagreements with the independent accountants on any matter of accounting principles or practices, financial statement disclosures or auditing scope or procedure. (Please see discussion on page 15-16 of the Information Statement Item 7 – Independent Public Accountant, Audit and Audit-Related Fees.

Description of Business

Item 1 - Business Development

Seafront Resources Corporation (the “Company”) was registered with the Securities and Exchange Commission (SEC) on April 16,1970asanoilexplorationandproductioncompany. OnOctober18,1996,theCompanyamendeditsArticlesofIncorporation which provides for the revision of its primary purpose from engaging in the business of oil exploration and production into a holding company and to include oil exploration and production business as one of its secondary purposes.

The Company implemented aquasi-reorganization plan whereby(a)its authorized capital stockwas decreased fromP800 Million divided into 800 Million shares, to P388 Million divided into 388 Million shares, both at par value of P1; and (b) its issued and subscribed capital stock were decreased from P575 Million to P163 Million applied proportionately for all stockholders. The reduction surplus resulting from the quasi-reorganization was used to offset the Company’s deficit as of December 31, 1997. The quasi-reorganization plan was approved by the SEC on October 5, 1998.

The registered office address of the Company is 7th Floor, JMT Building, ADB Avenue, Ortigas Center, Pasig City.

The Company’s shares of stocks are listed and are currently traded at the Philippine Stock Exchange.

Business of Issuer

A. Investments in Financial Assets at Fair Value through Profit and Loss (FVTPL) (Notes 8 and 14 of the AFS) The Company maintains a portfolio of investments in stocks traded in the Philippine Stock Exchange and investment in Government Securities. These financial assets at FVTPL are carried at fair value as follows:

2024

2023

B. Investment in Financial Assets at Fair value through other comprehensive income (FVOCI) (Notes 8 and 15 of the AFS)

Financial assets at FVOCI consist of quoted and unquoted shares of stock held for long-term investment purposes and are carried at fair value. The carrying values of these investments are as follows:

2024

2023

Listed equity securities:

Non-listed equity security: Hermosa Ecozone Development

Investment in HEDC

On January 31, 1997, the Company entered into a Project Shareholders’ Agreement with five other companies led by Investment and Capital Corporation of the Philippines (ICCP) and Penta Capital Investment Corporation (PCIC) to develop 500 to 600 hectares of raw land in Hermosa, Bataan into a new township consisting of industrial estates, residential communities, a golf and country club and a commercial center.

The Management of HEDC continues to implement strategic initiatives aimed at unlocking and maximizing the full potential of its real estate portfolio. As part of these efforts, the company is actively pursuing the disposition of its remaining saleable lots, with the goal of generating value and supporting the overall growth strategy of the organization. These initiatives are aligned with HEDC’s long-term vision of efficient asset utilization and sustainable development.

In line with its commitment to enhancing its property holdings, HEDC made significant progress in 2024 by acquiring an additional 256,538 square meters of land. This acquisition reflects the company's proactive approach to securing key areas that support future development opportunities and expansion plans. At the same time, HEDC successfully completed the sale of 9,750 square meters of land, reinforcing its objective to strike a balance between asset growth and revenue generation through strategic land disposition.

The fair value of investment in HEDC is determined using the adjusted net asset method wherein the assets of HEDC consisting mainly of parcels of land are adjusted from cost to its fair value. The valuation of the parcels of land was performed by a Securities and Exchange Commission - accredited independent valuer, Cuevo Appraiser, Inc., as at December 31, 2024 and 2023 This measurement falls under Level 3 in the fair value hierarchy.

Fair value measurement disclosures for the determination of fair value of unquoted equity securities are provided in Note 15 of the AFS.

Transaction with and/or dependence on related parties

Not applicable

Percentage of sale or revenue and net income contributed by foreign sales

Revenues which are mainly from the unrealized gains on market value changes of FVPL, interest income, dividend and rental income are denominated in Pesos. There are no revenues from foreign sales.

Total number of employees

The Company has no employees; PERC provides administrative, accounting and legal services to the Company. The Company does not anticipate any special undertaking that would warrant hiring some people for regular employment.

Competition

The Company itself has no competitor because it is a holding company. Its major investment, HEDC has competitors such as Clark Development Corporation, Subic Gateway Park and other nearby industrial zones.

Patent, trade, copyright, licenses and etc.

The Company has no existing patents, trademarks, copyrights, licenses, franchises, concessions or royalty agreements.

Research and development activities

No amount of money was spent for development activities for the last three fiscal years. The Company does not intend to acquire additional properties in the next twelve (12) months. However, the Company can sustain its need for operating expenses in the ordinary course of business.

Products

The Company has its investments in stocks (as discussed in the “Business of the Issuer”) as its principal product. Total revenue as of December 31, 2024 amounted to P7 901 million, bulk of which is from the interest income from the money market placements and net gain on fair value changes on financial assets at FVTPL. Other than discussed, the Company has no principal product which contributes 10% or more to sales or revenues. No government approval is needed for its principal product.

Risk Factors

Political, Economic and Legal Risks in the Philippines

The Philippines has, from time to time, experienced military instability, mass demonstrations, and similar occurrences, which have led to political instability. The country has also experienced periods of slow growth, high inflation and significant depreciationofthePeso. Theregionaleconomiccrisiswhichstartedin1997negativelyaffectedthePhilippineeconomyresulting in the decline of the Peso, higher interest rate, increased unemployment, greater volatility and lower value of the stock market,

lower credit rating of the country and the reduction of the country’s foreign currency reserves. There has also been growing concerns about the unrestrained judicial intervention in major infrastructure project of the government. There is no assurance that the political environment inthe Philippines will be stable and that current orfuture governments will adopt economic policies conducive to sustained economic growth.

The general political situation in and the state of the economy of the Philippines may influence the growth and profitability of the Company. Any future political or economic instability in these countries may have a negative effect on the financial results of the Company.

Equity Partnership Risk

The Company entered into a Project Shareholder’s Agreement with five (5) other companies led by Investment and Capital Corporation of the Philippines and Penta Capital Investment Corporation to develop 500-600 hectares of raw land in Hermosa, Bataan. Into a township consisting ofindustrial estates, residential communities, a golfand country club and a commercial center. This situation may involve special risks associated with the possibility that the equity partner (i) may have economic or business interests or goals that are inconsistent with those of the Company; (ii) take actions contrary to the interests of the Company; (iii) be unable or unwilling to fulfill its obligations under the Project Shareholder’s Agreement; or (iv) experience financial difficulties. These conflicts may adversely affect the Company’s operations. To date, the Company has not experienced any significant problems with respect to its equity partners.

Financial Risk Management Objectives and Policies (Note 15 of AFS)

The Company’s financial instruments comprise cash and cash equivalents, receivables, financial assets, accounts payable and accrued expenses and subscriptions payable. The main purpose of these financial instruments is to fund its own operations and capital expenditures. The BOD reviews and approves policies for managing these risks. Also, the Audit Committee of the BOD meets regularly and exercises oversight role in managing these risks. Financial Risks

The main financial risks arising from the Company’s financial instruments are liquidity risk, market risk and credit risk.

a. Liquidity Risk

Liquidity risk is the risk that the Company is unable to meet its financial obligation when due. The Company has substantial investments in shares of stock which are not listed in the Philippine Stock Exchange and may not be readily convertible to liquid assets necessary to meet any potential additional liquidity requirements of the Company. Investments in unquoted equity securities classified as financial assets at FVOCI amounted to ₱603 07 million and ₱490.65 million, as of December 31, 2024 and 2023, respectively.

The Company monitors its cash position and overall liquidity position in assessing its exposure to liquidity risk. The Company maintains a level of cash and cash equivalents deemed sufficient to finance operations and to mitigate the effects of fluctuation in cash flows.

The Company’s accounts payable and accrued expenses are all settled on a monthly basis.

Please refer to Note 15 of the AFS for the maturity profile of the Company’s financial assets and liabilities

b. Market Risk

Market risk is the risk of loss on future earnings, on fair values or on future cash flows that may result from changes in market prices. The value of a financial instrument may change as a result of changes in interest rates, foreign currency exchanges rates, commodity prices, equity prices and other market changes. The Company’s market risk emanates from its holdings in debt and equity securities.

The Company closely monitors the prices of its debt and equity securities as well as macroeconomic and entity-specific factors which could directly or indirectly affect the prices of these instruments. In case of an expected decline in its portfolio of equity securities, the Company readily disposes or trades the securities for replacement with more viable and less risky investments

Equity Price Risk

The Company closely monitors the prices of its debt and equity securities as well as macroeconomic and entity-specific factors which could directly or indirectly affect the prices of these instruments. In case of an expected decline in its portfolio of equity securities, the Company readily disposes or trades the securities for replacement with more viable and less risky investments

Such investment securities are subject to price risk due to changes in market values of instruments arising either from factors specific to individual instruments or their issuers, or factors affecting all instruments traded in the market.

Interest Rate Risk

The Company’s exposure to market risk for changes in fixed interest rates relates primarily to the Company’s money market placements and debt securities.

There is no other impact on the Company’s equity other than those already affecting net income.

c. Credit Risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. With respect to credit risk arising from cash and cash equivalents, receivables, financial assets at FVTPL and financial assets at FVOCI, the Company’s exposure to credit risk is equal to the carrying amount of these instruments. The Company limits its credit risk on these assets by dealing only with reputable counterparties.

For cash and cash equivalents, the Company applies the low credit risk simplification where the Company measures the ECLs on a 12-month basis based on the probability of default and loss given default which are publicly available. The Company also evaluates the credit ratingofthebank and otherfinancial institutions to determinewhetherthe debt instrument has significantly increased in credit risk and to estimate ECLs.

The Company considers its cash and cash equivalents as high grade since these are placed in financial institutions of high credit standing. Accordingly, ECLs relating to these debt instruments rounds to nil.

The Company’s receivables are aged current as of December 31, 2024 and 2023 No receivables are considered creditimpaired.

As of December 31, 2024 and 2023, the carrying values of the Company’s financial instruments represent maximum exposure as of reporting date.

Please refer to Note 15 of the 2024 AFS for the maximum credit risk exposures on the financial instruments.

Capital Management (Note 16

of the AFS)

The primary objective of the Company’s capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximize shareholders’ value.

The Company manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders or issue new shares.

The Company monitors capital using a debt-to-equity ratio, which is total debt divided by total equity. The Company includes within total debt its accounts payable and accrued expenses and subscriptions payable. Total equity includes capital stock, net unrealized gains (losses) on financial assets at FVOCI and retained earnings.

The Company has no externally imposed capital requirements as of December 31, 2024 and 2023

Please refer to Note 16 of the AFS for the table of the debt-to-equity ratios of the Company as of December 31, 2024 and 2023, respectively:

There were no changes in the objectives, policies or processes for the years ended December 31, 2024 and 2023

Item 3 - Legal Proceedings

There are no pending legal proceedings to which the Company is party or which any of its property is the subject.

Item 4 - Submission of Matters to a Vote of Security Holders

There were no matters submitted to a vote of security holders during the fourth quarter of the fiscal year covered by this report.

PART II – SECURITIES OF THE REGISTRANT

Item 5 – Market for Registrant’s Common Equity and Related Stockholders Matters

a) Market Price of and Dividends on Registrant’s Common Equity and Related Stockholder Matters

1. Market Information

Stock Market

and Dividend on Registrant’s Common Equity (last 2 years).

The Company’s common equity is traded in the Philippine Stock Exchange (PSE)

2. Holders

As of April 30, 2025, the Company has 4,663 stockholders.

Hereunder is the list of the top 20 Stockholders as of 30 Aprilch 2025:

3. The corporate acts of Alsons Consolidated Resources Inc. are carried out by its Board of Directors. Mr. Nicasio I. Alcantara is the current President of the Company.

4. CBC T/A-SSC#0010 and T/A-SSC#0011 are Trust Accounts between China Banking Corporation as Trustee. The Corporate acts of CBC are carried out by its Board of Directors and Management. Mr. Romeo D. Uyan, Jr. – is the current President and CEO of the Company.

3. Dividends

In accordance with the RCC, the Company intends to declare dividends (either in cash or stock or both) in the future. Shareholders of the Company are entitled to receive a proportionate share in cash dividends that maybe declared by the Board of Directors out of surplus profits derived from the Company’s operations. The same right exists with respect to a stock dividend, the declaration of which is subject to the approval of stockholders representing at least two-thirds (2/3) of the outstanding shares entitled to vote. The amount of dividend will depend on the Company’s profits and its capital expenditure and investment requirements at the relevant time.

The Company did not declare any cash or stock dividends in the last two (2) fiscal years 2024 and 2023

The last stock dividend (15%) was paid in 1997. Prior to 1997, the last cash/stock dividend paid was in 1990.

4. Recent sale of Unregistered Securities

There was no sale of unregistered securities for the past three years.

5. Minimum Public Ownership

The Company is compliant with the required Minimum Public Ownership of at least 20% of the total issued and outstanding capitalstock, asmandatedbySection3, Article XVlll ofthe Continuing ListingRequirements oftheListing and Disclosure Rules. As of December 31, 2024, the Company’s public float was 81.30%.

b) Description of Registrant`s Securities

1. Common Stock

The details of the Company’s capital stock are as follows:

6. Debt Securities - Not Applicable

7. Stock Options - Not Applicable

PART 111 - FINANCIAL INFORMATION

Item 6 - Management’s Discussion and Analysis or Plan of Operation

Management’s Discussion and Analysis of Financial Conditions and Results of Operations

1.Financial Condition (As of December 31, 2024 and 2023)

Financial assets at fair value through profit or loss (FVTPL)

₱

Financial assets at fair value through other comprehensive income (FVOCI)

LIABILITIES

AND EQUITY

Total assets amounted to ₱771.343 million and ₱667.405 million as of December 31, 2024 and December 31, 2023, respectively.

The Company’s cash and cash equivalents amounted to ₱16.824 million and ₱111.061 million as of December 31, 2024 and 2023, respectively. The 84.85% net decrease was due to the placement of ₱100MM 362 day notes through RCBC Capital Corporation at 8% interest per annum. This is covered by a promissory note and recorded under notes receivable account.

ReceivablesaccountasofDecember31,2024amountedto ₱1.975millioncomparedto₱1.854millionasofDecember 31, 2023. The 6.52% net increase mainly refers to interest receivable from money market placements (MMPs) and dividend receivable from various stock investments during the period.

Financial assets at FVPTL amounted to ₱29.739 million from ₱38.107 million as of December 31, 2024 and as of December 31, 2023, respectively. The 21.96% net decrease is due to downward movement of market values of investments in stocks traded at PSE.

Other current assets consist of prepayments and prepaid taxes. This amounted to ₱0.585 million and ₱0.509 million as of December 31, 2024 and 2023, respectively. The 14.81% net increase in this account mainly represents additional input taxes recorded during the period.

Financial assets at FVOCI account as of December 31, 2024 amounted to ₱620.911 million as compared with December 31, 2023 of ₱514.706 million. The net increase pertains to the upward adjustment of the fair value of the investment in HEDC. (please refer to Note 8 of the 2024 AFS).

Accounts payable and accrued expenses amounted to ₱0.822 million and ₱0.984 million as of December 31, 2024 and December 31, 2023, respectively. The 16.43% net decrease is attributable to settlement of payables during the year.

The Company recognized deferred tax liability amounting to ₱74.670 million and ₱58.589 million as of December 31, 2024 and 2023, respectively. The increase is due to the adjustment in the set-up of deferred tax liability associated with the increase in the fair value of the investment in HEDC.

Total stockholders’ equity as of December 31, 2024 is ₱695.850 million or ₱4.27 book value per share as compared with last year’s ₱607.832 million or ₱3.73 book value per share.

2.

Results of Operations (For the years ended December 31, 2024, 2023 and 2022)

REVENUES

gainonfair value changes on

AND CHARGES

The Company posted a net loss of ₱3.105 million or ₱0.0190 loss per share as of December 31, 2024 as compared with the net income of ₱3.967 million or ₱0.0243 earnings per share as of December 31, 2023.

Interest income amounted to ₱6.928 million and ₱4.271 million as of December 31, 2024 and December 31, 2023, respectively. The increase is attributable to higher interest rates from MMPs and notes receivable during the year.

Dividend income amounted to ₱0.551 million and ₱0.696 million as of December 31, 2024 and December 31, 2023, respectively. The 20.83% decrease refers to lower cash dividends received from investments during the year.

The Company’s net loss on fair value changes on financial assets at FVTPL amounted to ₱8.368 million and net gain of ₱1.279 million as of December 31, 2024 and December 31, 2023, respectively. The decrease pertains to the downward movements in market value of the investments in stocks traded at the PSE during the year.

Provision for income tax refers to the Minimum Corporate Income Tax (MCIT) set-up. The Company set-up MCIT rather than the 25% regular tax because most of its income are from unrealized market changes of investments and passive income subject to final tax. The increase from last year’s provision is mainly due to lower MCIT rate as prescribed in CREATE law.

3.

Financial Conditions (As of December 31, 2023 and 2022)

Total assets amounted to ₱667.405 million and ₱679.336 million as of December 31, 2023 and December 31, 2022, respectively.

The Company’s cash and cash equivalents amounted to ₱111.061 million and ₱99.386 million as of December 31, 2023 and 2022, respectively. The 11.75% net increase was due to the cash proceeds from sale of 2,507,604 Benguet Corp.’s shares at ₱4.45/share in October 2023.

Financial assets at fair value through profit or loss amounted to ₱38.107 million from ₱36.828 million as of December 31, 2023 and as of December 31, 2022, respectively. The 3.47% net increase is due to slight recovery in market values of investments in stocks traded at PSE.

The 73.98% net increase in receivables mainly pertains to interest receivable from MMPs, special CASA and dividend receivable from various stock investments during the period.

Other current assets consists of prepayments, prepaid taxes and input tax carry-overs. This amounted to ₱1.677 million and ₱1.446 million as of December 31, 2023 and 2022, respectively. The 15.92% net increase in this account mainly represents additional input taxes recorded during the period.

Financial assets at fair value through other comprehensive income (FVOCI) account as of December 31, 2023 amounted to ₱514.706 million as compared with December 31, 2022 of ₱540.609 million. The net decrease pertains to the downward adjustment of the fair value of the investment in HEDC and sale of investment in Benguet Corp. (please refer to Note 8 of the 2022 AFS).

Accounts payable and accrued expenses amounted to ₱0.984 million and ₱1.138 million as of December 31, 2023 and December 31, 2022, respectively. The 13.52% net decrease is attributable to settlement of payables during the year.

The Company recognized deferred tax liability amounting to ₱58.589 million and ₱61.185 million as of December 31, 2023 and 2022, respectively. The decrease is due to the adjustment in the set-up of tax liability associated with the decrease in the fair value of the investment in HEDC.

Total stockholders’ equity as of December 31, 2023 is ₱607.832 million or ₱3.73 book value per share as compared with last year’s ₱617.013 million or ₱3.79 book value per share

4. Results of Operations (For the years ended December 31, 2023 and 2022)

The Company posted a net income of ₱3.967 million or ₱0.024 earnings per share as of December 31, 2023 as compared with ₱1.212 million or ₱0.007 earnings per share as of December 31, 2022.

Interest income amounted to ₱4.271 million and ₱1.681 million as of December 31, 2023 and December 31, 2022, respectively. The increase is attributable to higher cash balance and average interest rates from MMPs and special CASA during the year.

Net unrealized gain (loss) on fair value changes on financial assets at FVTPL amounts to ₱0.716 million last year to ₱1.279 million this year mainly due to slight recovery of the investments in stocks traded at the PSE.

Dividend income amounted to ₱0.696 million and ₱0.419 million as of December 31, 2023 and December 31, 2022, respectively. The increase refers to cash dividends from various stock investments.

Bulk of the increase in the general and administrative expenses is due to expenses paid for advertisement, directors’ fees and management fees.

Provision for income tax pertains to the Minimum Corporate Income Tax (MCIT) set-up. The Company set-up MCIT rather than the 25% regular tax because most of its income are from unrealized market changes of investments and passive income subject to final tax. The decrease from last year’s provision is mainly due to lower MCIT rate as prescribed in CREATE law.

Total assets amounted to ₱679.336 million and ₱573.623 million as of December 31, 2022 and December 31, 2021, respectively.

The Company’s cash and cash equivalents amounted to ₱99.386 million and ₱100.293 million as of December 31, 2022 and 2021, respectively. The 0.90% net decrease was due to payment of working capital requirements.

Financial assets at fair value through profit or loss amounted to ₱36.828 million from ₱36.112 million as of December 31, 2022 and as of December 31, 2021, respectively. The 1.98% net increase is due to slight recovery in market values of investments in stocks traded at PSE.

The 223.19% net increase in receivables mainly pertains to interest receivable from money market placements and dividend receivable from various stock investments during the period.

Other current assets consists of prepayments, prepaid taxes and input tax carry-overs. This amounted to ₱1.446 million and ₱1.278 million as of December 31, 2022 and 2021, respectively. The 13.16% net increase in this account mainly represents additional input taxes recorded during the period.

Financial assets at fair value through other comprehensive income (FVOCI) account as of December 31, 2022 amounted to ₱540.609 million as compared with December 31, 2021 of ₱435.610 million. The net increase pertains to the upward adjustment of the revaluation of the investment in HEDC (please refer to Note 8 of the 2022 AFS).

Accounts payable and accrued expenses amounted to ₱1.138 million and ₱0.634 million as of December 31, 2022 and December 31,2021,respectively. The79.43%net increase isattributable toadditionalaccruals at the end of December 2022.

The Company recognized deferred tax liability amounting to ₱61.185 million and ₱45.649 million as of December 31, 2022 and 2021, respectively. The increase is due to the adjustment in the set-up of tax liability associated with the increase in the revaluation of the investment in HEDC, more particularly, the related 15% capital gains tax should there be any sale of HEDC shares.

Total stockholders’ equity as of December 31, 2022 is ₱617.013 million or ₱3.79 book value /share as compared with previous year’s ₱527.340 million or ₱3.24 book value per share.

6. Results of Operations (For the years ended December 31, 2022 and 2021)

The Company posted a net income of ₱1.212 million or ₱0.007 earnings per share as compared with ₱20.131 million or ₱0.124 earnings per share as of December 31, 2021.

Dividend income amounted to ₱0.419 million and ₱31.710 million as of December 31, 2022 and December 31, 2021, respectively. Bulk of this amount refers to cash dividend from various stock investments. Decline for the period is mainly due to no dividend received from HEDC.

Interest income amounted to ₱1.681 million and ₱0.624 million as of December 31, 2022 and December 31, 2021, respectively. The increase is attributable to higher interest rates from MMPs during the year.

Other income as of December 31, 2022 and 2021 pertains to accounting services rendered by the Company to HEDC and rental income.

Net unrealized gain (loss) in the changes in market values (of investment in stocks at FVTPL) from (₱2.287) million in 2021 to ₱0.716 million in 2022 is mainly due to slight recovery of the investments in stocks traded at the PSE.

Bulk of the decrease in the general and administrative expenses is mainly due to the payment in 2021 of Company’s share in the plug / abandonment cost of previous oil exploration project (refer to Note 11 of the 2022 AFS). None in year 2022.

Provision for income tax pertains to the Minimum Corporate Income Tax (MCIT) set-up. The Company set-up MCIT rather than the 25% regular tax because most of its income are from unrealized market changes of investments and passive income subject to final tax. The increase from last year’s provision is mainly due to the increase in other income.

There are no events that will trigger direct or contingent financial obligation that is material to the company, including default or acceleration of an obligation.

There are no material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the company with unconsolidated entities or other persons created during the period.

As of December 31, 2024, there are no material commitments for capital expenditures.

There are no known trends, events or uncertainties that has material impact on sales.

Aside from discussed above, there are no other significant elements of income or loss.

The causes of the material changes from period to period of the financial statements, using the horizontal and vertical analysis are discussed above. Aside from those discussed, there are no other items that reached the material threshold of 5%.

There are no seasonal aspects that has material effect in the financial statements

Key Performance Indicators

Please refer to the attached Financial Soundness Indicators

Plan of Operations

A. Investment in Financial Assets at FVOCI not traded in the market (Investment in HEDC)

AsofDecember31,2024 theCompanyholds11.33%interestinitsinvestmentinHermosaEcozoneDevelopment Corporation (HEDC).

Significant progress has been made in Phase 2 of the Hermosa Ecozone Industrial Park (HEIP), highlighting HEDC’s commitment to infrastructure development. Rehabilitation of roads, sidewalks, curbs, and gutters along Technology and Micron streets has been completed, along with the construction of the Phase 3 stone masonry retaining wall. Road improvements along parkway drive to Roman Highway and landscape works around the administration building have also been finished. The construction of street signage and wayfinding for HEIP Phase 1 and 2, along with the completion of pipe bridge and water systems for Phase 3, further enhance the park’s infrastructure. Additionally, repair works on the Tama River slope are underway to ensure long-term stability.

These developments contribute to HEDC’s ongoing efforts to serve locators and stakeholders efficiently.

B. Investment in Financial Assets at FVPL and FVOCI traded in the market

The Company will continue to closely monitor the prices of its securities as well as those specific factors which could directly or indirectly affect the prices of these instruments. Because such investments are subject to price risk due to changes in market values, an expected decline in the portfolio will prompt the Company to dispose or trade the securities for replacement with more viable and less risky investments in the future.

With the Company’s current cash position, itcan sustain itsneeds foritsoperating expenses. Therearenopossible material commitment expected in the next twelve months. Thus, it does not intend to raise additional funds.

Aside from the Company’s investments stated above, there are no other researches or development plans, and purchase or sale of significant equipment that the Company expects to perform.

Commitments

There are no known trends, demands, commitments, events or uncertainties that will have material impact on the Company’s liquidity.

Discussion of indicators of the Company’s level of performance

Receivable Management

The Company manages its receivables by monitoring on a regular basis to ensure timely execution of necessary intervention efforts.

Bulk of the receivables as of December 31, 2024 pertains to the dividends receivable and accrued interest receivable.

Liquidity management

The Company has substantial investments in shares of stock which are not listed in the Philippine Stock Exchange and may not be readily convertible to liquid assets necessary to meet any potential additional liquidity requirements of the Company. Investment in unquoted securities included in financial assets at FVOCI amounted to ₱603.068 million and ₱490.650 million as of December 31, 2024 and 2023, respectively.

Management of liquidity requires a flow and stock perspective. Constraint such as political environment, taxation, foreign exchange, interest rates and other environmental factors can impose significant restrictions on firms in management of their financial liquidity.

Seafront has considered the above factors and paid special attention to its cash flow management. The Company identifies all itscash requirements fora certain period and investsunrestricted funds to maximize interest earnings, i.e.money market placements and placement in promissory note

Rate of return of each stockholder

The Company has no existing dividend policy. However, the Company intends to declare dividends in the future out of its unrestricted retained earnings accordance with the RCC

Cost-reduction effort

In order to minimize expenses, the Company has engaged the services of PetroEnergy Resources Corporation to handle its legal, administrative, accounting and treasury functions.

Item 7 - Financial Statements

The 2024 Audited Financial Statements (AFS) and Supplementary Schedules of the Company are incorporated herein by reference.

Item 8 - Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

As of December 31, 2024, there are no disagreements with Accountants on Accounting and Financial Disclosure.

PART IV – MANAGEMENT AND CERTAIN SECURITY HOLDERS

Please refer to page 8 to page 12 of the Information Statement for the discussion on the identity of each of the Company’s directors and executive officers, their principal occupation or employment, the name of the principal business of any organization by which such directors and executive officers are employed.

PART V – CORPORATE GOVERNANCE

Compliance with Leading Practices on Corporate Governance

a. Evaluation System to Determine Compliance with Manual of Corporate Governance – The Company’s Board of Directors and Management substantially adheres to and complies with the principles and best practices contained in its Manual of Corporate Governance. The Company is adopting the Integrated Annual Corporate Governance Report, pursuant to the Code of Corporate Governance for Publicly-listed Companies (CG Code for PLCs), as an evaluation system for the Company to measure or determine the level of compliance of the Board of Directors and top management with its Manual of Corporate Governance.

b. Measures Undertaken/to be undertaken to Comply with Leading Practices on Corporate Governance – Among the measures undertaken/to be undertaken to comply the Company’s Manual of Corporate Governance, are as follows:

1. The attendance of each Director in the scheduled meetings of the Board of Directors is monitored and recorded

2. The Company has Audit/Board Risk Oversight Committee (BROC) and Corporate Governance Committee under the CG Code for PLCs.

3. The financial reports and reports of operations are thoroughly reviewed by the external auditor before these are released to shareholders, the SEC and PSE.

c. Deviation from the Company’s Manual of Corporate Governance - There is no deviation from the Company’s Manual of Corporate Governance.

d. Plan to Improve Corporate Governance – The Company updated its Manual as mandated by SEC Memorandum Circular No. 19, series of 2016, based on the CG Code for PLCs and will, as far as they are practicable and relevant to the Company, adopt the recommendations therein. The Company will likewise accomplish and submit the Integrated Annual Corporate Governance Report.

General Notes to Financial Statements

1. Assets subject to Lien and Restrictions on Sales of Assets

As of December 31, 2024, there were no assets mortgaged, pledged or otherwise subject to lien.

2. Subsequent Events

There were no subsequent events that required adjustments on the December 31, 2024 Audited Financial Statements.

3. Defaults - None

4. The following are not applicable in the preparation of this report.

a. Adjustments made that lead to the revenue recognition but which adjustments cannot be properly supported.

b. Changes in estimates without proper disclosure which have the impact of improving results of operations.

c. Non-application or misapplication of accounting principles and standards, misstatements, omissions, etc.

d. Other cases involving accounting and auditing matters resulting to possible concealment of a fraud or the creation of a risk for the commission of fraud.

5. Schedule of Receivable account – please refer to Note 9 of the 2024 AFS

6. Breakdown of Accounts payable and accrued expenses

7. As of December 31, 2024, the Corporation has no receivables from any officer, directors, employees and principal stockholders.

8. The Company has no liability guaranteed by others.

9. There were no assets pledged against secured liabilities.

Und€rtaking to Provide Annusl Report

UPON THE WRITTEN REQUEST OF THE STOCKHOLDERS, THE COMPANY UNDERTAKES TO FIJRNISH SAID STOCKIIOLDER WITH A COPY OF SEC FORM 17-A FREE OF CIIARGE. ANY WRITTEN REQUEST FOR A COPY OF SEC F'ORM-l7A SIIALL BE ADDRESSED TO THE FOLLOWING:

Office of the Corporate Secretary

SEATRONT RESOURCES CORPORATION 7h Floor, JMT Building, ADB Avenue Ortigas Center, Pasig City

Pursuant to the requirements of the Securities Regulation Code, lhe Issuer has duly caused this report to sign on its behalf by the undersigned hereunlo duly authorized, this May 13, 2025 in Pasig City

SEAFRONT RESOURCES CORPORATION Issuer

By:

S,AMUEL V. TORR-ES ' Corporat€ Secretary

CERTIFICATION OF INDEPENDENT DIRECTOR

CERTIFICATION OF INDEPENDENT DIRECTOR

I, BASIL L. ONG, Filipino, of legal age and a resident of 420 Agoncillo cor. Alitagtag Street, Ayala Alabang Village, Muntilupa City, after having been duly sworn in accordance with law do herebv declare that:

1. I am a nominee for Independent Director of SEAFRONT RESOURCES CORPORATION and have been Independent Director since 2021 to oresenL

2. I am affiliated with the following companies or organizations (including Government-Owned and Controlled Corporations):

COMPANY / ORGANIZATION

Transnational Diversified Grouo, Inc.

4.

POSITION / RELATIONSHIP PERIOD OF SERVICE

Director 1996 to present Adventure International Tours, Inc.

Director 1996 to present Wordtext Systems, Inc. (WSl)

Director 2009 to present Transnational Medical and Diaqnostic Center, Inc.

Director 2016 to present Botika TDG, lnc.

Director 2020 to present

Director 2016 to present WellCare Health Maintenance. lnc.

I possess all the qualifications and none of the d isq ualifications to serve as an Indeoendent Director of SEAFRONT RESOURCES CORPORATION, as provided for in Section 38 of the Securities Regulation Code, its lmplementing Rules and Regulations and other SEC issuances.

I am not related to the following director/officer/substantial shareholder of SEAFRONT RESOURCES CORPORATION. its subsidiaries and affiliates, other than the relationship provided under Rule 38.2.3 of the Securities Regulation Code. (where applicable)

NAME OF DIRECTOR / OFFICER / SUBSTANTIAL SHAREHOLDER

COMPANY

NATURE OF RELATIONSHIP

5. To the best of my knowledge, I am not the subject of any pending criminal or administrative investigation or proceeding. OFFENSE

CHARGED/INVESTIGATED

TRIBUNAL OR AGENCY INVOLVED STATUS

6. service or am affiliated with a qovernment

I am not in government agency or GOCC.

7. I shall faithfully and diligently comply with my duties and responsibilities as lndependent Director under the Securities Regulation Code and its lmplementing Rules and Regulations, Code of Corporate Governance and other SEC issuances.

8. Doc. No: 185; Page No. 38; Book No. Vl; Series of 2025.

I shall inform the Corporate Secretary of SEAFRONT RESOURCES CORPORATION of any changes in the abovementioned information within five (5) days from its occurrence.

Done this April24,2025 at Pasig City, Metro Manila, Philippines.',4-4

BASIL L, ONG Lead lndependent Director

SUBSCRf BED AND SWORN to before me this April 24, 2025, affiant personally appeared before me and exhibited his Philippine Passport No. P5209696B issued on 05 June 2020 and valid until 04 June 2030 as competent evidence of his identitv.

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Appolorr Nl/rc t00 0lptz@t) rfsy R*trh. Oty oa Prdg e'|d |l r,[ll$6fyd pec Coflnir*,n E{*rsm tiaco a(31.ro6 7F, J*lT BtJgi, ADBAI o- oiigas Cdrr. Ps$g Cit Roaoa^tbtrn lb 666lls ilCU Co.|] f.rE fb UHn!646t rgP t{0. 491a5001{!2AgRSU In ib. 030{l435AAmr{9?02tP6lg City

CERTIFICATION OF INDEPENDENT OIRECTOR

I, ERNESTINE CARMEN JO DESIDERIO VILLAREAL-FERNANOO, Filipino, of legal age and a resident of 22 Bright Hill Street, New Manila, Rolling Hills Subdivision, Quezon City, after having been dulv sworn in accordance with law do herebv declare that:

1. I am a nominee for Indeoendent Director of SEAFRONT RESOURCES CORPORATION and been Indeoendent Director since Mav \Q.2012.

2. I am affiliated with the following companies or organi.ations,

COMPANY/ORGANIZATION

Country Bankels lnsurance Corporation

POSITION/RELATIONSHIP PERIOD OF SERVICE

Director 2005 to oresent Countrv Bankers Life lnsurance CorDoratron

Director 2005 to oresent Jose E. Desiderio, Inc.

Trustee 2005 to oresent Fueoo v Hielo Publications, Inc.

Director 2017 to oresent Philippine Bar Assocjation

GHL Electronic Pavments. lnc.

GHL Svstems Phrlippines. Inc.

3.

Former President and Council of Advisers 2019 to present

Independent Director 2022 to present

IndeDendent Director 2022 to oresent GHL Philiooines Financina Services lnc. ndependent Director 2022 to present

I possess all the qualifications and none of the disqualifications to serve as an Independent Director of SEAFRONT RESOURCES CORPORATION, as provided for in Section 38 of the Securities Regulation Code, its lmplementing Rules and Regulations and other SEC issuances.

I am not related to the following director/officer/su bstantial shareholder of SEAFRONT RESOURCES CORPORATION its subsidiaries and affiliates, other than the relationship provided under the Rule 38.2.3 of the Securities Regulation Code.

5.

I o. 7. d.

To the best of my Knowledge, I am not the subject of any pending criminal or administrative investigation or proceeding.

I am not in government service or am affiliated with a government agency or GOCC.

I shall faithfully and diligently comply with my duties and responsibilities as Independent Director under the Securities Regulataon Code and its lmplementing Rules and Regulations, Code of Corporate Governance and other SEC issuances.

I shall inform the Corporate Secretary of SEAFRONT RESOURCES CORPORATION of any changes in the above-mentioned information wathin five (5) days from its occurrence.

Done this April 24,2025 at Pasig City, Metro Philippines.

ERN

JO DESIDERIO VILLAREAL.FERNANDO

SUBSCRIBED AND SWORN to before me this April 24,2025, affjant personally appeared before me and exhibited her TIN 119-871-285.

Doc. No: 184; Page No. 38, Book No. Vl; Series of 2025.

SAN JUAN IC i ir.-.. PATEROS -.jrlr/

SEAFRONT RESOURCES CORPORATION

Procedures and Requirements for Voting and Participation in the 2025 Annual Stockholders’ Meeting

Seafront Resources Corporation (the “Company”) will dispense with the physical attendance of its stockholders for the 2025 Annual Stockholders’ Meeting (ASM). Instead, the Company will conduct the 2025 ASM scheduled on June 19, 2025 at 3:30 PM by remote communication and will conduct electronic voting in absentia.

Only stockholders of record as of April 22, 2025 are entitled to participate and vote in the 2025 ASM.

The Company has adopted the following procedures and requirements to enable its stockholders to participate and vote in the 2025 ASM:

I. ONLINE REGISTRATION STEPS AND REQUIREMENTS

A. Stockholders may register from 9:00 AM of June 4, 2025 until 5:00 PM of June 9, 2025 to signify his/her/its intention to participate in the 2025 ASM by remote communication. The registration steps and requirements are available through the following link: https://www.seafrontresources.com.ph/#!/Investor-Relations

B. To register, stockholders shall submit the following requirements to the Office of the Corporate Secretary via email at corpaffairs@seafrontresources.com.ph:

B.1. For Individual Stockholders:

(i) Scanned valid government issued identification card;

(ii) Valid email address and active contact number;

B.2. For Stockholders with Joint Accounts:

(i) Authorization letter signed by all stockholders indicating the name of the person authorized to cast the votes;

(ii) Valid email address and active contact number of the authorized stockholder;

(iii) Scanned copy of valid government-issued identification card of the authorized stockholder;

B.3. For Stockholders under PCD Participant/Brokers Account or holding ‘Scripless Shares’:

(i) Broker’s Certification on the stockholder’s number of shareholdings; (ii) Valid email address and active contact number of the stockholder; (iii) Scanned copy of valid government-issued identification card of stockholder; and

B.4. For Corporate Stockholders:

(i) Secretary’s Certificate attesting to the authority of the representative to vote the shares on behalf of the corporate stockholder;

(ii) Valid email address and active contact number of authorized representative; and (iii) Valid government-issued identification card of authorized representative.

C. The documents submitted will then be verified by the Office of the Corporate Secretary with the assistance of the Stock Transfer Agent. The validation process will be completed by the Company no later than three (3) business days from the stockholder’s receipt of an email from the Company acknowledging receipt of the stockholder’s registration documents. Once validated, the stockholder will receive an email that his/her/its account has been verified and shall be provided instructions for the stockholder’s access to the Company’s electronic voting and to access the ASM livestreaming link.

II. ELECTRONIC VOTING IN ABSENTIA

A. Duly registered stockholders have the option to vote for the matters contained in the agenda for the 2025 ASM through electronic voting in absentia (ANNEX “C-1”). The deadline for registration is 5:00 PM of June 9, 2025 Beyond this date, stockholders may no longer avail of the option to electronically vote in absentia.

B. After verification, the Company shall send a ballot to the registered stockholder through his/her/its e-mail address which shall contain all the agenda items for approval as indicated in the Notice of Meeting and the registered stockholder may vote as follows:

(1) For items other than Election of Directors, the registered stockholder has the option to vote: In Favor of, Against, or Abstain. The vote is considered cast for all the registered stockholder’s shares.

(2) For the Election of Directors, the registered stockholder may vote for all nominees, not vote for any of the nominees, orvote for some nominees only, in such number of shares as preferred by the stockholder, provided that the total number of votes cast shall not exceed the number of shares owned, multiplied by the number of directors to be elected. The total number of votes the stockholder is allowed to cast shall be based on the number of shares he/she or it owns.

(3) Once voting on the agenda items is finished, the stockholder can proceed to submit the accomplished ballot via email to corpaffairs@seafrontresources.com.ph

(4) After the ballot has been submitted, the stockholder may no longer change his/her vote. The stockholder will receive a confirmation email that his/her/its vote has been recorded.

C. Thereafter, the Office of the Corporate Secretary, shall tabulate all valid and confirmed votes cast through electronic voting, together with the votes through proxies.

D. Registered stockholders shall have until 5:00 PM of June 9, 2025 to cast their votes in absentia. Stockholders will not be allowed to cast votes during the livestream of the 2025 ASM.

III. VOTING BY PROXY

A. For individual stockholders holding certificated shares of the Company – Download the proxy (ANNEX “C”) form that is available at https://www.seafrontresources.com.ph/#!/Investor-Relations.

B. For stockholders holding ‘scripless’ shares, or shares held under a PCD Participant/Broker – Download the proxy form that is available at https://www.seafrontresources.com.ph/#!/Investor-Relations. Stockholders are advised to coordinate with their brokers first for the execution of this type of proxy.

C. For corporate stockholders - Download the proxy form that is available at https://www.seafrontresources.com.ph/#!/Investor-Relations. A copy of the duly signed and notarized Secretary’s Certificate must be submitted together with the proxy form.

D. General Instructions on Voting by Proxy:

(1) Download and fill up the appropriate proxy form. Follow the instructions on how to cumulate or allocate votes in the election of directors.

(2) Send the scanned copy of the duly executed proxy form via email to corporate secretary via corpaffairs@seafrontresources.com.ph or submit the original proxy form to the Office of the Corporate Secretary at 7th Floor, JMT Building, ADB Avenue, Ortigas Center, Pasig City.

(3) Deadline for the submission of proxies is at 5:00 PM of June 9, 2025

(4) Validation of proxies will be on June 9, 2025.

(5) If a stockholder avails of the option to cast his/her vote electronically in absentia and also issues proxy votes with differing instructions, the duly accomplished ballots sent through e-mail shall replace the proxy votes issued by the stockholder.

IV. PARTICIPATION BY REMOTE COMMUNICATION

A. Only duly registered stockholders will be included in determining the existence of a quorum.

B. Duly registered stockholders may send their questions and/or comments prior to the ASM through email at corpaffairs@seafrontresources.com.ph. The deadline for submitting questions shall be at 5:00 PM of June 9, 2025.

C. The proceedings during the 2025 ASM will be recorded. For any clarifications, please contact the Office of the Corporate Secretary via email at corpaffairs@seafrontresources.com.ph

SAMPLE

ONLY

PROXY SEAFRONT RESOURCES CORPORATION 2025 STOCKHOLDERS’ MEETING

I/WE hereby name and appoint, _____________________________, or in his absence, the Chairman of the meeting, as my/our proxy at the annual stockholders’ meeting of SEAFRONT RESOURCES CORPORATION. (“SRC”) to be held on June 19, 2025 and/or at any postponement or adjournment thereof, and/or any annual stockholders’ meeting of SRC, which appointment shall not exceed five (5) years from date hereof.

In particular, I hereby direct my said proxy to vote all my shares on the agenda items set forth below as I have expressly indicated by marking the same with an “X”.

Item No. Subject Action

For Against Abstain

I. Approval of Minutes of the Annual Meeting on June 20, 2024

II. Approval of Management Report and the 2024 Audited Financial Statements contained in the 2024 Annual Report

III. Confirmation and Ratification of all acts, contracts and investment made and entered during the period June 20, 2024 to June 19, 2025.

IV. Retention and Election of Directors for the year 2025-2026

1. Roberto Jose L. Castillo

2. Milagros V. Reyes

3. Nicasio I. Alcantara

4. Ernestine Carmen Jo D. Villareal-Fernando

5. Yvonne S. Yuchengco

6. Jose Luis F. Gomez

7. Medel T. Nera

8. Basil L. Ong

9. Victor V. Benavidez

VI. Appointment of External Auditors

I am accomplishing this Proxy Form this _____ day of June 2025.

PRINTED NAME OF STOCKHOLDER

AUTHORIZED SIGNATORY

THIS PROXY SHOULD BESUBMITTED UNTIL 5:00 PM OF JUNE 9, 2025, TO THEOFFICEOF THE CORPORATE SECRETARY AT 7th Floor, JMT Building, ADB Avenue, Ortigas Center, Pasig City OR BY EMAIL AT corpaffairs@seafrontresources.com.ph. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER AS DIRECTED HEREIN BY THE STOCKHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES AND FOR THE APPROVAL OF THE MATTERS STATED ABOVE AND FOR SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING IN THE MANNER DESCRIBED IN THE INFORMATION STATEMENT. A STOCKHOLDER GIVING A PROXY HAS THE POWER TO REVOKE IT AT ANY TIME BEFORE THE RIGHT GRANTED IS EXERCISED. A PROXY IS ALSO CONSIDERED REVOKED IF THE STOCKHOLDER ATTENDS THE MEETING IN PERSON AND EXPRESSED HIS INTENTION TO VOTE IN PERSON. THIS PROXY DOES NOT NEED TO BE NOTARIZED.

SEAFRONT RESOURCES CORPORATION 2025 STOCKHOLDERS’ MEETING

ELECTRONIC VOTING IN ABSENTIA

B. Duly registered stockholders have the option to vote for the matters contained in the agenda for the 2025 ASM through electronic voting in absentia. The deadline for registration is 5:00 PM of June 9, 2025. Beyond this date, stockholders may no longer avail of the option to electronically vote in absentia.

B. After verification, the Company shall send a ballot to the registered stockholder through his/her/its e-mail address which shall contain all the agenda items for approval as indicated in the Notice of Meeting and the registered stockholder may vote as follows:

(1) For items other than Election of Directors, the registered stockholder has the option to vote: In Favor of, Against, or Abstain. The vote is considered cast for all the registered stockholder’s shares.

(2) For the Election of Directors, the registered stockholder may vote for all nominees, not vote for any of the nominees, or vote for some nominees only, in such number of shares as preferred by the stockholder, provided that the total number of votes cast shall not exceed the number of shares owned, multiplied by the number of directors to be elected. The total number of votes the stockholder is allowed to cast shall be based on the number of shares he/she or it owns.

(3) Once voting on the agenda items is finished, the stockholder can proceed to submit the accomplished ballot via email to corpaffairs@seafrontresources.com.ph

(4) After the ballot has been submitted, the stockholder may no longer change his/her vote. The stockholder will receive a confirmation email that his/her/its vote has been recorded.

C. Thereafter, the Office ofthe Corporate Secretary and the TransferAgent, shall tabulate all valid and confirmed votes cast through electronic voting, together with the votes through proxies.

D. Registered stockholders shall have until 5:00 PM of June 9, 2025 to cast their votes in absentia. Stockholders will not be allowed to cast votes during the livestream of the 2025 ASM

Item No.

Subject

I. Approval of Minutes of the Annual Meeting held on June 20, 2024

II. Approval of Management Report and the 2024 Audited Financial Statements contained in the 2024 Annual Report

III. Confirmation and Ratification of all acts, contracts and investment made and entered during the period June 20, 2024 to June 19, 2025

IV. Election of Directors for the year 2025-2026

1. Roberto Jose L. Castillo

2. Milagros V. Reyes

3. Nicasio I. Alcantara (reelection & retention)

4. Ernestine Carmen Jo D. Villareal-Fernando (reelection & retention)

5. Yvonne S. Yuchengco

6. Jose Luis F. Gomez

7. Medel T. Nera

8. Basil L. Ong

9. Victor V. Benavidez

V. Appointment of External Auditors

Action

For Against Abstain

April 2, 2025

From: noreply-cifssost@sec.gov.ph

Sent: Tuesday, May 13, 2025 10:58 AM

Subject: SEC eFast Initial Acceptance

CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe.

Greetings!

SEC Registration No: 0000040979

Company Name: SEAFRONT RESOURCES CORP.

Document Code: SEC_Form_17-Q

This serves as temporary receipt of your submission. Subject to verification of form and quality of files of the submitted report. Another email will be sent as proof of review and acceptance.

Thank you.

REMINDER:

TO ALL FILERS OF REPORTS IN THE e-FAST

Please strictly follow the instruction stated in the form.

Filings not in accordance with the prescribed template for the following reports will be automatically reverted by the system to the filer.

1. General Information Sheet (GIS-Stock)

2. General Information Sheet (GIS-Non-stock)

3. General Information Sheet (GIS- Foreign stock & non-stock)

4. Broker Dealer Financial Statements (BDFS)

5. Financing Company Financial Statements (FCFS)

6. Investment Houses Financial Statements (IHFS)

8. General Form for Financial Statements

9. Financing Companies Interim Financial Statements (FCIF)

10. Lending Companies Interim Financial Statements (LCIF)

Per Section 18 of SEC Memorandum Circular No. 3 series of 2021, the reckoning date of receipt of reports is the date the report was initially submitted to the eFast, if the filed report is compliant with the existing requirements.

A report, which was reverted or rejected, is considered not filed or not received. A notification will be sent to the filer, stating the reason for the reports rejection in the remarks box.

SECURITIES AND EXCHANGE COMMISSION

SEC Headquarters, 7907 Makati Avenue, Salcedo Village, Barangay Bel-Air, Makati City, 1209, Metro Manila, Philippines

THIS IS AN AUTOMATED MESSAGE - PLEASE DO NOT REPLY DIRECTLY TO THIS EMAIL

The contents of this e-mail message and any attachments are confidential and are intended solely for the addressee. The information may also be legally privileged. This transmission is sent in trust, for the sole purpose of delivery to the intended recipient. If you have received this transmission in error, any use, reproduction or dissemination of this transmission is strictly prohibited. If you are not the intended recipient, please immediately notify the sender via e-mail or phone and delete this message and its attachments, if any.

The contents of this e-mail message and any attachments are confidential and are intended solely for the addressee. The information may also be legally privileged. This transmission is sent in trust, for the sole purpose of delivery to the intended recipient. If you have received this transmission in error, any use, reproduction or dissemination of this transmission is strictly prohibited. If you are not the intended recipient, please immediately notify the sender via e-mail or phone and delete this message and its attachments, if any.

SECFORM17-Q

QUARTERLYREPORT PURSUANTTO SECTION11 OFTHESECURITIESSREGULATIONCODE(SRC) ANDSRCRULE17(a)-1(b)(2)THEREUNDER

1. March31,2025 Forthequarterlyperiodended

2. SECIdentificationNumber 40979

3. SeafrontResourcesCorporation

Exactnameofregistrantasspecifiedinitscharter

4. Manila,Philippines

3. BIRTaxIdentificationNo.000-194-465-000

5. (SECUseOnly) Province, countryorotherjurisdiction IndustryClassificationCode: of incorporation

5. 7th Floor,JMTCondominium,ADBAvenue,OrtigasCenter,Pasig City 1605

Addressof principaloffice PostalCode

6. (632)8637-29-17

Registrant’stelephonenumber,includingareacode

7. Notapplicable

Formername, formeraddressandformerfiscalyear,ifchangedsincelastreport

8. Securitiesregisteredpursuantto Sections8 and12ofthe Code,or Sections4and8oftheRSA

TitleofEachClass

NumberofSharesofCommonStock Outstanding

9. Areanyorallofthesecuritieslistedonthe PhilippineStockExchange?

Allissuedandoutstandingcommonsharesarelisted in thePhilippineStockExchange

10. Indicatebycheckmarkwhethertheregistrant:

(a) hasfiled allreports required to be filedbySection 11 of theSecurities Regulation Code(SRC) andSRCRule11(a)-1thereunderandSections26and141oftheCorporationCodeofthePhilippines,during the preceding 12months(orforsuchshorterperiodtheregistrantwasrequiredtofilesuchreports)

(b) hasbeensubjecttosuchfilingrequirementsforthepast90days

SEAFRONTRESOURCESCORPORATION

STATEMENTSOFFINANCIALPOSITION

ASSETS

CurrentAssets Cashandcashequivalents(Notes6,7,8and13)

(Notes8and9)

(Notes8and10)

assetsatfairvaluethroughprofitorloss (FVTPL)(Note8)

NoncurrentAssets

Financialassetsatfairvaluethroughother comprehensiveincome(FVOCI)(Note8and13)

LIABILITIESANDEQUITY

CurrentLiabilities

Accountspayableandaccruedexpenses (Notes11,12and13)

(Unaudited)

(Unaudited)

(Audited)

Equity

Capitalstock-P =1parvalue(Note14)

Authorized-388,000,000shares

Issuedandoutstanding-163,000,000shares

NetunrealizedgainsonfinancialassetsatFVOCI (Notes8and13)

Retainedearnings(Note14) 104,841,093

See accompanying Notes to Financial Statements.

SEAFRONTRESOURCESCORPORATION

STATEMENTSOFCOMPREHENSIVEINCOME 31-Mar-25 (Unaudited) 31-Mar-24 (Unaudited)

(Note 6and10)

(Note9)

(Note 11)

lossonfairvaluechangesonfinancialassetsatFVTPL(Note8)

OTHERCOMPREHENSIVEINCOME(LOSS)

Items not to be reclassified to profit or loss in subsequent periods: Netunrealizedgains(losses)onfinancialassetsatFVOCInetoftax (Note8) (7,741) (1,374,223)

See accompanying Notes to Financial Statements.

SEAFRONTRESOURCESCORPORATION

STATEMENTSOFCHANGESINEQUITY 31-Mar-25 (Unaudited)

CapitalStock(Note14)

Authorized-388,000,000

NetUnrealizedGainsonFinancialAssetsat FVOCI(Notes8and13)

RetainedEarnings(Note14)

See accompanying Notes to Financial Statements.

(Unaudited) 31-Dec-24 (Audited)

SEAFRONTRESOURCESCORPORATION

STATEMENTS

OFCASH

FLOWS

CASHFLOWSFROMOPERATINGACTIVITIES

31-Mar-25 31-Mar-24 31-Dec-24 (Unaudited) (Unaudited) (Audited)

Income(loss)beforeincometax P=409,542 (P=566,415) (P=3,096,323)

Adjustmentsfor:

lossonfairvaluechangesonfinancialassetsat FVTPL(Note 8)

income(Note9) (64,514) (34,819) (551,383)

income (Note6,9and10) (1,570,480) (1,582,573) (6,927,751) Operatinglossbeforeworkingcapitalchanges (562,021) (525,291) (2,207,114)

Decrease (increase) in:

(80,772) (68,867) (142,475) Increase(decrease)inaccountspayable andaccruedexpenses (342,290) (440,736) (161,696)

(101,047,073) (102,653,153)

CASHFLOWSFROMINVESTINGACTIVITIES

(Note8)

NETINCREASE(DECREASE)INCASH ANDCASHEQUIVALENTS (1,240,844) (98,642,053) (94,236,898)

(Note

See accompanying Notes to Financial Statements.

SEAFRONTRESOURCESCORPORATION

NOTESTOFINANCIALSTATEMENTS

1. CorporateInformation

Seafront Resources Corporation (the Company or SRC) was registered with the Securities and Exchange Commission (SEC) on April 16, 1970 as an oil exploration and production company. On October 18, 1996,theCompanyamendeditsArticlesofIncorporationwhichprovidesfortherevision of its primary purpose from engaging in the business of oilexploration and production into a holding companyandtoincludeoilexplorationandproductionbusinessasoneofitssecondarypurposes.The Company’ssharesofstockwerelistedonMay7,1974andarecurrentlytradedatthePhilippineStock Exchange.

The registered office address of the Company is 7th Floor, JMT Building, ADB Avenue, OrtigasCenter,PasigCity.

The accompanying financial statements were approved and authorized for issue by the Board of Directors(BOD).

2. BasisofPreparation

BasisofPreparation

The accompanyingfinancial statements of the Company have been prepared under the historical cost basis,exceptforthefinancialassetsatfairvaluethroughprofitorloss(FVTPL)andfinancialassetsat fairvaluethroughothercomprehensiveincome(FVOCI),whichhavebeenmeasuredatfairvalue. The Company’s financial statements are presented in Philippine Peso (P=), which is also the Company’s functionalandpresentationcurrency.

The Company has investment in trust funds. The transactions and balances of the Company’s trust funds(seeNote7)areconsolidatedonalinebylinebasiswiththeCompany.Thetrustfundreportsare prepared for the same reporting year as the Company, using consistent accounting policies in accordancewithPhilippineFinancialReportingStandards(PFRSs).

StatementofCompliance

The financial statements of the Company have been prepared in accordance with PFRSs. The term PFRSs, in general, include all applicable PFRSs, Philippine Accounting Standards (PASs) and Interpretations issued by the Standing Interpretations Committee, the Philippine Interpretations Committee(PIC)andtheInternationalFinancialReportingInterpretationsCommittee(IFRIC),which have beenapprovedbythe Philippine Financial Reporting StandardsCouncil (FRSC) andadopted by thePhilippineSEC.

3. ChangesinAccountingPolicies

NewStandards,InterpretationsandAmendments

Theaccountingpoliciesadoptedareconsistentwiththoseofthepreviousfinancialyear,exceptforthe adoption of new standards effective in 2024. The Company has not early adopted any standard, interpretationoramendmentthathasbeenissuedbutisnotyeteffective.

Unless otherwise indicated, adoption of these new standards did not have any impact on the financial statementsoftheCompany.

 AmendmentstoPAS1, Classification of Liabilities as Current or Non-current

 AmendmentstoPFRS16, Lease Liability in a Sale and Leaseback

 AmendmentstoPAS7andPFRS7, Disclosures: Supplier Finance Arrangements

StandardsIssuedButNotYetEffective

Pronouncementsissuedbutnotyeteffectivearelistedbelow. Unlessotherwiseindicated,theCompany doesnot expect that the future adoption of the said pronouncements will have a significant impact on its financial statements. The Company intends to adopt the following pronouncements when they become effective.

Effective beginning on or after January 1, 2025

 AmendmentstoPAS21, Lack of exchangeability

Effective beginning on or after January 1, 2026

 AmendmentstoPFRS9andPFRS7, Classification and Measurement of Financial Instruments

 AnnualImprovementstoPFRSAccountingStandards–Volume11

o AmendmentstoPFRS1, Hedge Accounting by a First-time Adopter

o AmendmentstoPFRS7, Gain or Loss on Derecognition

o AmendmentstoPFRS9, Lessee Derecognition of Lease Liabilities and Transaction Price

o AmendmentstoPFRS10, Determination of a ‘De Facto Agent’

o AmendmentstoPAS7, Cost Method

Effective beginning on or after January 1, 2027

 PFRS17, Insurance Contracts

 PFRS18, Presentation and Disclosure in Financial Statements

 PFRS19, Subsidiaries without Public Accountability

Deferred Effectivity

 AmendmentstoPFRS10, Consolidated Financial Statements,andPAS28, Sale or Contribution of Assets between an Investor and its Associate or Joint Venture

4. SummaryofSignificantAccountingPolicies

FinancialInstruments

Initial recognition and subsequent measurement

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liabilityor equityinstrumentofanotherentity.

Financial assets - Initial recognition and measurement

Financial assets are classified, at initial recognition, as subsequently measured at amortized cost; FVOCI;andFVTPL.

The classification of financial assets at initial recognition depends on the financial asset’s contractual cashflowcharacteristicsandtheCompany’sbusinessmodelformanagingthem.TheCompanyinitially measuresafinancialassetatitsfairvalueplus,inthe caseofafinancialassetnotatfairvaluethrough profitorloss,transactioncosts.

InorderforafinancialassettobeclassifiedandmeasuredatamortizedcostorfairvaluethroughOCI, it needs to give rise to cash flow that are ‘solely payments of principal and interest (SPPI)’ on the

principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrumentlevel.

The Company’s business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whethercash flows will result fromcollectingcontractualcashflows,sellingthefinancialassets,orboth.

Subsequent measurement

Forpurposesofsubsequentmeasurement,financialassetsareclassifiedinfourcategories:

 Financialassetsatamortizedcost(debtinstruments)

 FinancialassetsatFVOCIwithrecyclingofcumulativegainsandlosses(debtinstruments)

 Financial assets designated at FVOCI with no recycling of cumulative gains and losses upon derecognition(equityinstruments)

 FinancialassetsatFVTPL

Financial assets at amortized cost (debt instruments)

TheCompanymeasuresfinancialassetsatamortizedcostifbothofthefollowingconditionsaremet:

 The financial asset is held within a business model with the objective to hold financial assets in ordertocollectcontractualcashflows;and

 Thecontractualtermsofthefinancialassetgiveriseonspecifieddatestocashflowsthataresolely paymentsofprincipalandinterestontheprincipalamountoutstanding.

Financialassetsatamortizedcostaresubsequentlymeasuredusingtheeffectiveinterest(EIR)method and are subject to impairment. Gains and losses are recognized in profit or loss when the asset is derecognized,modifiedorimpaired.

TheCompany’sfinancialassetsatamortizedcostincludesCashandcashequivalents,Receivablesand Notesreceivable.

Financial assets at FVTPL

Financial assets at fair value through profit or loss include financial assets held for trading, financial assets designated upon initial recognition at fair value through profit or loss, or financial assets mandatorily required tobe measured atfair value. Financial assets are classified as held for trading if they are acquired for the purpose of selling or repurchasing in the near term. Derivatives, including separated embedded derivatives, are also classified as held for trading unless they are designated as effectivehedginginstruments.Financialassetswithcashflowsthatarenotsolelypaymentsofprincipal andinterestareclassifiedandmeasuredatfairvaluethroughprofitorloss,irrespectiveofthebusiness model. Notwithstanding the criteria for debt instruments to be classified at amortized cost or at fair value through OCI, as described above, debt instruments may be designated as at FVTPL on initial recognitionifdoingsoeliminates,orsignificantlyreduces,anaccountingmismatch.

FinancialassetsatFVTPLarecarriedinthestatementoffinancialpositionatfairvaluewithnetchanges infairvaluerecognizedinprofitorloss.

This category includes derivative instruments andquoted equity investments which the Companyhad not irrevocably elected to classify at fair value through OCI. Dividends on quoted equityinvestments arealsorecognizedasotherincomeinprofitorlosswhenthe rightofpaymenthasbeenestablished.

The Company’s financial assets atFVTPL consists of investmentsinquotedequity securitiesheldfor trading.

Financial assets designated at FVOCI (equity instruments)

Uponinitialrecognition,theCompanycanelecttoclassifyirrevocablyitsequityinvestmentsasequity instruments designated at FVOCI when they meet the definition of equity under PAS 32 and are not heldfortrading. Theclassificationisdeterminedonaninstrument-by-instrumentbasis.

Gainsandlossesonthesefinancialassetsareneverrecycledtoprofitorloss.Dividendsarerecognized as other income in profit or loss when the right of payment has been established, except when the Companybenefitsfromsuchproceedsasarecovery ofpartofthecostof thefinancialasset,inwhich case, such gains are recorded in OCI. Equity instruments designated at FVOCI are not subject to impairmentassessment.

The Company’s financial assets at FVOCI include quoted and unquoted equity securities and quoted governmentsecurities.

Impairment of financial assets

TheCompanyrecognizesanallowanceforexpectedcreditloss(ECLs)foralldebtinstrumentsnotheld at FVTPL. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Company expects to receive, discounted at an approximation ofthe original effective interest rate. The expectedcash flows will include cashflows fromthesaleofcollateralheldorothercreditenhancementsthatare integraltothecontractualterms.

ECLs are recognized in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from defaulteventsthatarepossiblewithinthenext12months(a12-monthECL). Forthosecreditexposures for whichtherehasbeenasignificant increasein credit risksinceinitialrecognition, a lossallowance isrequiredforcreditlossesexpectedovertheremaininglifeoftheexposure,irrespectiveofthetiming ofthedefault(alifetimeECL).

The Company may consider a financial asset to be in default when internal or external information indicates that the Company is unlikely to receive the outstanding contractual amounts in full before takingintoaccountanycreditenhancementsheldbytheCompany.Afinancialassetiswrittenoffwhen thereisnoreasonableexpectationofrecoveringthecontractualcashflows.

Financial liabilities - Initial recognition and measurement

The Company’s financial liabilities consist of payables and accrued expenses classified, at initial recognition,asloansandborrowingsrecognizedatfairvalue.

Afterinitialrecognition,interest-bearingloansandborrowingsaresubsequentlymeasuredatamortized costusingtheEIRmethod.

Derecognition of financial assets and financial liabilities

Financial assets

Afinancialasset(orwhereapplicable,a partofafinancial asset orpart of agroupof similarfinancial assets)isderecognizedwhen:

 therightstoreceivecashflowsfromtheassethaveexpired;

 theCompanyretainstherightstoreceivecashflowsfromtheasset,buthasassumedanobligation topaytheminfullwithoutmaterialdelaytoathirdpartyundera“pass-through”arrangement;or

 the Company has transferred its right to receive cash flows from the asset and either (a) has transferred substantially all the risks and rewards of the asset, or (b) has neither transferred nor retainedsubstantiallyalltherisksandrewardsoftheasset,buthastransferredcontroloftheasset.

Financial liabilities

Afinancialliabilityisderecognized whentheobligationundertheliabilityisdischarged,cancelledor hasexpired.

FairValueMeasurement

Fairvalueisthepricethatwouldbe receivedtosellanassetorpaidtotransferaliabilityinanorderly transactionbetweenmarketparticipantsatthemeasurementdate. Thefairvaluemeasurementisbased onthepresumptionthatthetransactiontoselltheassetortransfertheliabilitytakesplaceeither:

 Intheprincipalmarketfortheassetorliability,or

 Intheabsenceofaprincipalmarket,inthemostadvantageousmarketfortheassetor liability.

The principalorthemostadvantageousmarketmust be accessibletobytheCompany. Thefairvalue of an asset or a liability is measured using the assumptions that market participants would use when pricingtheassetorliability,assumingthatmarketparticipantsactintheireconomicbestinterest.

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs andminimizingtheuseofunobservableinputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorizedwithinthefairvaluehierarchy,describedasfollows,basedonthelowestlevelinputthatis significanttothefair valuemeasurementasawhole:

 Level1-Quoted(unadjusted)marketpricesinactivemarketsforidenticalassetsor liabilities

 Level 2 - Valuation techniques for which the lowest level input that is significant to the fair valuemeasurementisdirectlyorindirectlyobservable

 Level 3 - Valuation techniques for which the lowest level input that is significant to the fair valuemeasurementisunobservable

For assets and liabilities that are recognized in the financial statements on a recurring basis, the CompanydetermineswhethertransfershaveoccurredbetweenLevelsinthe hierarchybyre-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole)attheendofeachreportingperiod.

CapitalStock

Capital stock is measured at par value for all shares issued. Incremental costs incurred directly attributabletotheissuanceofnewsharesareshowninequityasadeductionfromproceeds,netoftax. WhentheCompanypurchasesitsowncapitalstock(treasuryshares),theconsiderationpaid,including any attributable incremental costs, is deducted from equity until the shares are cancelled, reissued or disposed of. Where such shares are subsequently sold or reissued, any consideration received, net of anydirectlyattributableincrementaltransactioncostsandtherelatedtaxeffectsisincludedinequity.

RetainedEarnings

Retained earnings represent accumulated earnings of the Company less dividends declared and with consideration of any changes in accounting policies and other adjustments applied retroactively. The retainedearningsoftheCompanyareavailablefordividendsonlyuponapprovalanddeclarationofthe BOD.

EarningsPerShare(EPS)

Basic earnings per share are computed on the basis of the weighted average number of shares outstandingduringtheyearaftergivingretroactiveeffectforanystockdividendsdeclaredinthecurrent year.

RevenueRecognition

Interest income

Interestincomeisrecognizedastheinterestaccruestakingintoaccounttheeffectiveyieldontheasset.

Dividend income

DividendincomeisrecognizedwhentheCompany’srighttoreceivethepaymentisestablished,which isgenerallywhentheBODapprovesthedividenddeclaration.

Rental income

Rental income under non-cancellable leases is recognized in the statement of comprehensive income onastraight-linebasisovertheleaseterms,asprovidedunderthe termsoftheleasecontract.

Management income

Management income from contacts with customers is recognized when control of the services is transferredtothecustomeratanamountthatreflectstheconsiderationtowhichtheCompanyexpects to be entitled in exchange for those goods. The Company has concluded that it is the principal in its revenue arrangement since it is the primary obligor in all revenue arrangements, has pricing latitude andisalsoexposedtocreditrisk. Managementincomeisrecognizedovertime,usinganinputmethod tomeasureprogresstowardscompletesatisfactionoftheservice,becausethecustomersimultaneously receivesandconsumesthebenefitsprovidedbytheCompany.

GeneralandAdministrativeExpenses

Expenses are recorded when incurred. General and administrative expenses constitute costs of administeringthebusiness.

IncomeTax

Current tax

Currenttaxassetsandliabilitiesforthecurrent andpriorperiodsaremeasuredatthe amountexpected toberecoveredfromorpaidtothetaxationauthorities. Thetaxratesandtaxlawsusedtocomputethe amountarethosethatareenactedorsubstantiallyenactedbythereportingdate.

Deferred tax

Deferred tax is provided on all temporary differences at the reporting date between the tax bases of assetsandliabilitiesandtheircarryingamountsforfinancialreportingpurposes.

Deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized for all deductible temporary differences, carryforward of unused tax credits from excess minimum corporate income tax (MCIT) over regular corporate income tax and unused net operating loss carryover (NOLCO), to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carryforward of unused tax credits from excess MCITandunexpiredNOLCOcanbeutilized.

Thecarryingamountofdeferredtaxassetsisreviewedateachreportingdateandreducedtotheextent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferredtaxassettobeutilized. Unrecognizeddeferredtaxassetsarereassessedateachreportingdate and are recognized to the extent that it has become probable that future taxable profit will allow the deferredtaxassettoberecovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enactedorsubstantiallyenactedatthereportingdate.

EventsAfterthe ReportingDate

Post year-end events up to the date of auditors’ report that provide additional information about the Company’ssituationatthereportingdate(adjustingevents)arereflectedinthefinancialstatements,if any. Postyear-endeventsthatarenotadjustingeventsaredisclosedinthenoteswhenmaterial.

5. SignificantAccountingJudgments,EstimatesandAssumptions

The preparation of the accompanying financial statements requires management to make judgments, estimates and assumptions that affect amounts reported in the financial statements and related notes. The judgments, estimates and assumptions used in the financial statements are based upon management’sevaluationofrelevantfactsandcircumstancesasofthedateoftheCompany’sfinancial statements. Actualresultscoulddifferfromsuchestimates.

Judgments andestimates are contractually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Judgments

In the process of applying the Company’s accounting policies, management has made the following judgments,apartfromthoseinvolvingestimations,whichhasthemostsignificanteffectontheamounts recognizedinthefinancialstatements:

Recognition of deferred tax assets

The Company’s deferred tax assets pertain to the carryforward benefits of NOLCO and excess MCIT overRCIT.Judgmentisrequiredtodeterminetheamountofdeferredtaxassetsthatcanberecognized, based upon the likely timing and level of future taxable profits together with future tax planning strategies.

The Company did not recognize deferred tax assets because the management believes that it may not be probable thatsufficienttaxable income willbeavailable against which the incometax benefits can berealizedpriortotheirexpiration.

EstimatesandAssumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the statementsoffinancialpositiondate,thathaveasignificantriskofcausingamaterialadjustmenttothe carryingamountsofassetsandliabilitieswithinthenextfinancialyeararediscussedbelow.

Estimation of fair value of unquoted equity securities classified as financial assets at FVOCI

The Company uses its judgment to select the most appropriate valuation methodology to value its unquotedequityinvestmentsandmakeassumptionsthataremainlybasedonmarketconditionsexisting at each reporting period. As of March 31, 2025 and December 31, 2024, the Company valued the unquoted equity securities classifiedas financial assets at FVOCI using the adjusted net asset method which is a combination of the market and income approaches. It involves directly measuring the fair value of the assets and liabilities of the investee company. Assets of the investee company consist mainlyofparcelsoflandforsalewhichisadjustedtoitsfairvalue. Thefairvalueadjustmentsarising fromchangesinfairvalueofunquotedequitysecuritiesarefullydisclosedinNote8.

6. CashandCashEquivalents

31-Mar-25 31-Dec-24 (Unaudited) (Audited)

Cashinbanks(Note7) P=5,675,241 P =5,040,634

Cashequivalents(Note7) 9,907,681 11,783,132 P=15,582,922 P =16,823,766

Cash in banks earn interest at the prevailing bank deposit rates. Cash equivalents are short-term investmentsthataremadefor varying periodsofuptothree monthsdependingontheimmediatecash requirementsoftheCompanyandearninterestattheprevailingshort-termplacementrates.

InterestincomeearnedoncashinbanksandcashequivalentsamountedtoP =1.57millionandP =1.58for the1stquarter of2025and2024,respectively.

7. InvestmentinTrustFunds

The Company established trust funds (the Trust) which are being administered by a local bank under two trust agreements. The details of the trust funds based on the financial statements issued by the trusteebankareasfollows:

31-Mar-25 31-Dec-24 (Unaudited) (Audited)

(Note6)

atFVTPL(Note8)

(Note8)

trustfundlossat beginningofyear 1,539 537,147 Trustfundincome(loss)for the year (3,724,220) (4,390,186) Accumulatedtrustfundlossatendof year (3,722,681) (3,853,039) P=24,284,049 P =24,203,378

The assets, liabilities and performance of the funds are consolidated in the applicable accounts of the Companyforfinancialstatementpresentationpurposes.

8. FinancialAssets

TheCompany’sfinancialassetsaresummarizedbymeasurementcategoriesasfollows: 31-Mar-25 31-Dec-24 (Unaudited) (Audited)

andcashequivalents(Note6)

(Note9)

(Note10)

FVTPL(Note7)

atFVOCI(Note13)

FinancialAssetsatFVTPL

DetailsoffinancialassetsatFVTPLconsistingofquotedequitysecuritiesareasfollows:

31-Mar-25 31-Dec-24 (Unaudited) (Audited)

The netloss onfairvaluechangesonfinancialassetsatFVTPL amountedtoP =0.66millionandP =8.37 millionforMarch31,2025andDecember31,2024,respectively.

ThemovementsinfinancialassetsatFVTPLforthe1stquarterendedMarch31,2025andyearended December31,2024areasfollows:

31-Mar-25 31-Dec-24 (Unaudited) (Audited)

Balanceatbeginningofyear P=29,738,681 P =38,107,024

Fairvalue gain(loss)recognizedduringtheyear (663,431) (8,368,343)

Balanceatendofyear P=29,075,250 P =29,738,681

FinancialAssetsatFVOCI

FinancialassetsatFVOCIconsistofquotedandunquotedsharesofstockheldforlong-terminvestment purposesandarecarriedatfairvalue. Thecarryingvaluesoftheseinvestmentsareasfollows:

31-Mar-25 31-Dec-24 (Unaudited) (Audited)

Quotedequitysecurities:

PetroEnergyResourcesCorporation(PERC) (Note 13) P=13,787,168 P =13,864,191

Unquotedequitysecurity: HermosaEcozone DevelopmentCorporation(HEDC) (Note13) 603,067,536 603,067,536

Investmentsingovernmentsecurities (Note7and13) 6,048,575 3,979,293 P=622,903,279 P =620,911,020

ThemovementsinfinancialassetsatFVOCIforthe1stquarterendedMarch31,2025andyearended December31,2024areasfollows:

31-Mar-25 31-Dec-24 (Unaudited) (Audited)

MovementsinthenetunrealizedgainsonfinancialassetsatFVOCIinequityareasfollows:

31-Mar-25 31-Dec-24 (Unaudited) (Audited) Balanceat

DividendincomeearnedonitsinvestmentsamountedtoP =0.06millionandP =0.03millionfor1st quarter of2025and2024.

Investment in HEDC

OnJanuary31,1997,theCompanyenteredintoaProjectShareholders’Agreementwithfive(5)other companies led by Investment and Capital Corporation of the Philippines (ICCP) and Penta Capital Investment Corporation(PCIC) to develop500to600hectaresofrawlandin Hermosa,Bataanintoa new township consisting of industrial estates, residential communities, a golf and country club and a commercialcenter.

The fair valueofinvestment inHEDCisdeterminedusingtheadjustednetasset valuemethodwherein the assets of HEDC consisting mainly of parcels of land are adjusted from cost to its fair value. The valuation of the parcels of land was performed by Cuervo Appraisers, Inc., a SEC-accredited independentvaluerasatDecember31,2024and2023. ThismeasurementfallsunderLevel3inthefair valuehierarchy.

Fairvaluemeasurementdisclosuresforthedeterminationoffairvalueofunquotedequitysecuritiesare providedinNote13.

9. Receivables

fromHEDC(Note12)

31-Mar-25 31-Dec-24 (Unaudited) (Audited)

10. NotesReceivable

OnFebruary1,2024,theCompanyplacedP =100.00millionina362-daytenorpromissorynotethrough RCBCCapitalCorporation,subjecttoquarterlyinterestpaymentof8%perannum. Thiswasrecorded under Notesreceivableinthestatementoffinancialposition.

InterestincomeearnedonnotesreceivableamountedtoP =1.10millionandP =1.04millionfor1st quarter of2025and2024.

11. OtherIncome

(Note12)

31-Mar-25 31-Mar-24 31-Dec-24 (Unaudited) (Audited) (Audited)

Management income pertains to accounting, legal and administrative services rendered by the CompanytoHEDC(seeNote12).

Rental income pertains to rentals earned from a parking slot owned by the Company which are classified as investment property. As of March 31, 2025 and December 31, 2024,the cost of the fully depreciatedparkingslotsamountedtoP =207,598.

The fair value of the investment property ranges from P =800,000 to P =1,735,000 per slot as of March31,2025andDecember31,2024,respectively. Thishasbeendeterminedonthebasisofrecent sales of similar properties in the same area as the investment property and taking into account the economicconditionsprevailingatthetimethevaluationwasmade.Thesignificantunobservableinputs used in determining the fair value include the location, size, shape, and highest and best use (Level 3 - Significant unobservable inputs). There are no related costs for the operation of the investment property.

12. RelatedPartyTransactions

Relatedpartyrelationshipexistswhenonepartyhastheabilitytocontrol,directly,orindirectlythrough one or more intermediaries, the other party or exercise significant influence over the other party in makingfinancialandoperatingdecisions. Suchrelationshipalsoexistsbetweenand/oramongentities, which are under common control with the reporting enterprises and its key management personnel, directors,oritsshareholders. Inconsideringeachrelatedpartyrelationship,attentionisdirectedtothe substanceoftherelationship,andnotmerelythelegalform.

TheCompanyinitsregularconductofbusinesshasenteredintothefollowingtransactionswithrelated partiesconsistingofreimbursementofexpensesandmanagementandaccountingservicesagreements.

The Company’s financial statements include the following amounts resulting from transactions with relatedparties:

31-Mar-25 (Unaudited)

* included as part of accounts payable and accrued expenses

31-Dec-24 (Unaudited)

(Notes9and 11)

* included as part of accounts payable and accrued expenses

TheCompanyhasnoemployeesandPERCprovidesadministrativesupporttotheCompany.

OnApril1,2022,theCompanyenteredintoamanagementagreementwithPERC,underwhichPERC provides management and technical services includingcompliance, administration and supervision of operations,finance,accounting,treasury,andgeneral services.This agreement tookeffect onthedate ofexecutionandmaybeterminatedbyeitherpartyupon30daysofpriorwrittennotice. TheCompany paysamonthlyservicefeeamountingtoP =35,000,exclusiveofVAT. Furthermore,PERCalsocharges directcostsasanincidenceoftheperformanceofservicessuchasrentofofficespaceandotherofficerelatedcosts.

TheCompanyalsoenteredintoanagreementwithHEDC,underwhichtheCompany,throughPERC, provides management services particularly the supervision of finance, accounting and treasury functions.HEDCpaysamonthlyfeeamountingtoP=25,000.

Terms and conditions of transactions with related parties

Outstandingbalancesatyear-endaretobesettledincash. Therehavebeennoguaranteesprovidedor receivedforanyrelatedpartyreceivablesorpayables.

13. FinancialInstruments

CategoriesandFairValuesofFinancialInstruments

The methods and assumptions used by the Company in estimating the fair values of the financial instrumentsare:

Cash and cash equivalents and receivables

Due to the short-term nature of the instruments, carrying amounts approximate fair values as of the reportingdate.

Government securities

Fairvaluesaregenerallybasedonquotedmarketpricesatreportingdate. ThisisunderLevel1category ofthefairvaluehierarchy.

Equity securities

For quoted equity securities, fair values are based on published quoted prices. This is under Level1categoryofthe fairvaluehierarchy.

For unquoted equity securities, fair values are determined using the adjusted net asset value method which involves directly measuring the fair value of the assets and liabilities of the investee company. ThismeasurementfallsunderLevel3inthefairvaluehierarchy.

Accounts payable and accrued expenses

Carryingvaluesapproximatefairvaluesduetotheirshort-termnature.

Descriptionofsignificantunobservableinputstovaluation:

The significant unobservable inputs used in the fair value measurement categorized within Level 3 of the fair value hierarchy together with a quantitative sensitivity analysis as at March 31, 2025 and December31,2024areshownbelow:

The appraised value of the land was determined using the market approach which is a valuation technique that uses prices and other relevant information generated by market transactions involving identical or comparable assets. Net adjustment factors arising from external and internal factors (i.e. location, size/shape/terrain, and development) affecting the subject properties as compared to the marketlistingofcomparablepropertiesrangesfrom-20%to-10%.Significantfavorable(unfavorable) adjustments to the aforementioned factors based on the professional judgment of the independent appraisers would increase (decrease) the fair value of land, in return the fair value of the unquoted financialasset.

FinancialRiskManagement

Objectives

andPolicies

TheCompany’sfinancialinstrumentscomprisecashandcashequivalents,receivables,financialassets andaccountspayableandaccruedexpenses. Themainpurposeofthesefinancialinstrumentsistofund its own operations and capital expenditures. The BOD reviews and approves policies for managing these risks. Also, the Audit Committee of the BOD meets regularly and exercises oversight role in managingtheserisks.

Financial Risks

The main financial risks arising from the Company’s financial instruments are liquidity risk, market riskandcreditrisk.

Thetablesbelowsummarize thematurityprofileoftheCompany’sfinancialassetsandliabilitiesas ofMarch31,2025andDecember31,2024basedoncontractualundiscountedpayments.

31-Mar-25 (Unaudited)

Liquidity risk

Liquidity risk is the risk that the Company is unable to meet its financial obligation when due. The Company has substantial investments in shares of stock which are not listed in the Philippine Stock Exchangeandmaynotbereadilyconvertibletoliquidassetsnecessarytomeetanypotentialadditional liquidity requirements of the Company. Investments in unquoted equity securities classified as financialassetsatFVOCIamountedto₱603.07million,asofMarch31,2025andDecember31,2024, respectively.

The Company monitors its cash position and overall liquidity position in assessing its exposure to liquidityrisk. TheCompanymaintainsalevelofcashandcashequivalentsdeemedsufficienttofinance operationsandtomitigatetheeffectsoffluctuationincashflows.

Market risk

Marketriskistheriskoflossonfutureearnings,onfairvaluesoronfuture cashflowsthatmayresult fromchangesinmarketprices. The valueof afinancialinstrumentmaychangeasa resultofchanges in interest rates, foreign currency exchanges rates, commodity prices, equity prices and other market changes. TheCompany’smarketriskemanatesfromitsholdingsindebtandequitysecurities.

The Company closely monitors the prices of its debt and equity securities as well as macroeconomic and entity-specific factors which could directly or indirectly affect the prices of these instruments. In case of an expected declineinits portfolio of equitysecurities,theCompanyreadilydisposesortrades thesecuritiesforreplacementwithmoreviableandlessriskyinvestments.

Credit risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. With respect to credit risk arising from cash and cash equivalents, receivables, financial assets at FVTPL and financial assets at FVOCI, the Company’s exposure to credit risk is equal to the carrying amount of these instruments. The Company limits its creditriskontheseassetsbydealingonlywithreputablecounterparties.

For cash and cash equivalents and quoted government securities, the Company applies the low credit risksimplificationwheretheCompanymeasurestheECLsona12-monthbasisbasedontheprobability of default and loss given default which are publicly available. The Companyalso evaluates the credit rating of the bank and other financial institutions to determine whether the debt instrument has significantlyincreasedincredit riskandtoestimateECLs.

The Companyconsidersitscashand cashequivalentsandquotedgovernment securitiesashighgrade since these are placed in financial institutions of high credit standing. Accordingly, ECLs relating to thesedebtinstrumentsroundstonil.

The Company’s receivables are aged current as of March 31, 2025 and December 31, 2024. No receivablesareconsideredcredit-impaired.

As of March 31, 2025 and December 31, 2024, the carrying values of the Company’s financial instrumentsrepresentmaximumexposure asofreportingdate.

Thetablebelowshowsthecomparativesummaryofmaximumcreditriskexposuresonfinancial instrumentsasofMarch31,2025andDecember31,2024:

31-Mar-25 (Unaudited) 31-Dec-24 (Audited)

FinancialassetsatFVTPL:

atamortizedcost:

FinancialassetsatFVOCI:

equitysecurities:

Unquotedequitysecurity:

The following tables show financial instruments recognized at fair value as of March 31, 2025 and December31,2024,analyzedbetweenthose whosefairvaluesare basedon:

1. quotedpricesinactivemarketsforidenticalassetsorliabilities(Level1);

2. thoseinvolvinginputsotherthanquotedpricesincludedinLevel1thatareobservablefortheasset orliability,eitherdirectlyorindirectly(Level2);and

3. those with inputs for the asset or liability that are not based on observable market data (unobservable inputs)(Level3).

31-Mar-25 (Unaudited)

31-Dec-24 (Audited)

TherewerenotransfersbetweenLevel1andLevel2fairvaluemeasurementsandnotransfersintoand outofLevel3fairvaluemeasurementsinMarch31,2025andDecember31,2024.

14. CapitalManagement

The primary objective of the Company’s capital management is to ensure that it maintains a strong creditratingandhealthycapitalratiosinordertosupportitsbusinessandmaximizeshareholders’value.

TheCompanymanagesitscapitalstructureandmakesadjustmentstoit,inlightofchangesineconomic conditions. Tomaintainoradjustthecapitalstructure,theCompanymayadjustthedividendpayment toshareholdersorissuenewshares.

TheCompanymonitorscapitalusingadebt-to-equityratio,whichistotaldebtdividedbytotalequity. The Company includes within total debt its accounts payable and accrued expenses. Total equity includescapitalstock,netunrealizedgainsonfinancialassetsatFVOCIandretainedearnings.

TheCompanyhasnoexternallyimposedcapitalrequirementsasofMarch31,2025andDecember31, 2024.

The table below demonstrates the debt-to-equity ratios of the Company as of March 31, 2025 and December31,2024:

Therewerenochangesintheobjectives,policiesorprocessesforthe1st quarterof2025andyearended December31,2024.

The Company has retained earnings available for dividend declaration amounting to P =91.907 million asofMarch31,2025.

TheCompany’strackrecordofcapitalstockisasfollows:

date-May7,1974

(deduct):

5,1973

September28,1992

February8,1994

15. BasicandDilutedEarningsPerShare

ThecomputationsoftheCompany’sbasic earningspershareareasfollows:

31-Mar-25 (Unaudited) 31-Mar-24 (Unaudited) 31-Dec-24 (Audited) Netincome (loss) P=407,948 (P=568,518) (P=3,104,736)

The Company has no potentially dilutive common stock as of March 31, 2025, March 31, 2024, and December31,2024.

16. Others

a) The Interim Financial Report as of March 31, 2025 is in compliance with generally accepted accountingprinciples(alleffectivestandardsandinterpretationsunderPFRS).

b) The same policies and methods of computation were followed in the preparation of the interim financialreportcomparedtotheDecember31,2024AuditedFinancialStatements.

c) Therearenounusualitemoritemsthataffectedtheassets,liabilities,equityandcashflowsofthe March31,2025FinancialStatements.

d) Thereare no material events happened subsequent tothe endof March 31, 2025 that might affect theresultofsaidfinancialstatements.

e) Earnings (loss) per share is presented in the face of the unaudited statements of income for the periodendedMarch31,2025andMarch31,2024.

f) No significant events happened during the quarter that will affect the March 31, 2025 Unaudited FinancialStatements.

g) There are no seasonal aspects that had a material effect on the financial condition or results of operationof theCompany.

h) There is no foreseeable event that will trigger direct or contingent financial obligation that is materialtotheCompany,includinganydefaultofacceleratedobligation.

i) There are no material off-balance sheet transactions, arrangements, obligations and other relationshipoftheCompanywithotherentitiesorpersonsthatwerecreatedduringtheperiod.

j) Therearenochangesinestimatesofamountsreportedinpriorperiodsofthecurrentfinancialyear orchangesinestimatesofamountsreportedinpriorfinancialyearsthatcouldhavematerialeffect inthecurrentperiod.

k) Therearenoissuances,repurchases,repayments,repaymentsofdebtandequitysecurities.

l) Therearenochangesinthecompositionoftheissuerduringtheinterimperiod,includingbusiness combinations, acquisitionor disposal ofsubsidiariesand long term investments, restructuringand discountingoperationsduringtheperiod.

ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOFOPERATIONS

1.FinancialCondition(AsofMarch31,2025andMarch31,2024)

ASSETS

LIABILITIESANDEQUITY

TotalassetsamountedtoP=771.401millionandP=665.022millionasofMarch31,2025andMarch31,2024, respectively.

TheCompany’scashandcashequivalentsamountedtoP =15.583millionasofMarch31,2025andP =12.419 millionas of March 31, 2024.The25.48% net increasewasdueto thecashreceivedfrominterestincome onnotesreceivable.

FinancialassetsatFVTPLamountedtoP =29.075millionandP =36.449millionasofMarch31,2025andas ofMarch31,2024,respectively.The20.23%decreaseisduetodownwardmovementofmarketvaluesof investmentsinstockstradedatPSE.

Receivables account as of March 31, 2025 amounted to P =1.855 million compared toP =2.062 million as of March31,2024.The10.04%netdecreasemainlyreferstocollectionofdividendreceivablesfromvarious stockinvestmentsandmoneymarketplacements(MMPs)duringtheperiod.

Notes receivable as of March 31, 2025 refers to the placement of ₱100MM 362 day notes through RCBC CapitalCorporationat8%interestperannum.

Othercurrentassetsconsistofprepaymentsandprepaidtaxes.ThisamountedtoP =0.594millionandP =0.524 millionasofMarch31,2025andMarch31,2024,respectively.The13.40%netincreasemainlyrepresents additionaloutputtaxesrecordedduringtheperiod.

FinancialassetsatFVOCIasofMarch31,2025amountedtoP =622.903millionandP =512.332millionasof March 31, 2024. The 21.58% net increase is due to the upward adjustment of the fair value of the investment inHEDC.

Input VAT amounted to P =1.391 million and P =1.236 million as of March 31, 2025 and March 31, 2024, respectively.The12.49%netincreasemainlyrepresentsadditionalinputtaxesrecordedduringthe period.

Accounts payable and accrued expenses amounted to P =0.480 million and P=0.543 million as of March 31, 2025 and March 31, 2024, respectively. The 11.64% decrease is due to settlement of payables during the period.

Totalstockholders’equityasofasofMarch31,2025amountedtoP =696.251millionorP =4.271bookvalue pershareandP =605.889millionorP =3.717bookvaluepershareasofMarch31,2024.

2. ResultsofOperations(FortheQuarterendedMarch31,2025andMarch31,2024)

The Company posted a net income of P =0.408 million or P =0.003 earnings per share as of March 31, 2025 comparedtonetlossofP =0.569millionorP =0.003losspershareasofMarch31,2024.

InterestincomeamountedtoP =1.570millionandP =1.583millionasofMarch31,2025andMarch31,2024, respectively. The slightly decrease is attributable to lower interest rates from MMPs and notes receivable duringtheperiod.

Dividend income amounted to ₱0.065 million and ₱0.035 million as of March 31, 2025 and March 31, 2024,respectively.Theincreasereferstocashdividendsfromvariousstockinvestments.

Other income amounted to P =0.080 million and P =0.105 million as of March 31, 2025 and March 31, 2024 respectively.ThedecreasereferstomanagementservicesrenderedtoHEDC.

GeneralandadministrativeexpensesamountedtoP =0.643millionandP =0.631millionasofMarch31,2025 andMarch31,2024,respectively.The1.84%increaseaccountsforhigherstocktransferagentfeesbrought aboutbyrisingcostsofoperationsandsystemenhancements.

The Company’s net loss on fair value changes on financial assets at FVTPL amounted to P =0.663 million andP =1.659millionasofMarch31,2025andMarch31,2024,respectively.The60.00%decreaseisdueto theupwardmovementofinvestmentsinstocksduringtheperiod.

Provision for income tax as of March 31, 2025 and 2024 refers to the Minimum Corporate Income Tax (MCIT) of 2% set-up. The Company set-up MCIT rather than the 25% regular tax because most of its incomearefromunrealizedmarketchangesofinvestmentsandpassiveincomesubjecttofinaltax.

3. FinancialConditions(AsofMarch31,2025andDecember31,2024)

31-Mar-2531-Dec-24%Change%Asset ASSETS Cashandcashequivalents

Total assets amounted to P =771.401 million as of March 31, 2025 compared to P =771.343 million as of December31,2024,respectively.

TheCompany’scashandcashequivalentsamountedtoP =15.583millionasofMarch31,2025comparedto P =16.824millionasofDecember31,2024.The7.38%decreasewasduetothesettlementofauditfeesand othergeneraladministrativeexpenses.

FinancialassetsatFVTPLamountedtoP =29.075millioncomparedtoP =29.739millionasofMarch31,2025 and December 31, 2024. The 2.23% decrease refers to downward movement of market values of investmentsinstockstradedatPSEduringtheperiod.

Receivables account as of March 31, 2025 amounted to P =1.855 million compared toP =1.975 million as of December 31, 2024. The 6.08% decrease mainly refers to shorter tenor of investments in MMPs and dividendreceivablefromvariousstockinvestmentsduringtheperiod.

Notes receivable as of March 31, 2025 refers to the placement of ₱100MM 362 day notes through RCBC CapitalCorporationat8%interestperannum.

Increaseof0.32%infinancialassetsatFVOCIreferstotheincreaseingovernmentsecuritiesinvestments fromRCBCtrustaccount.

Input VAT account as of March 31, 2025 amounted to P =1.391 million compared to P =1.310 million as of December31,2024.The6.17%increasemainlyreferstotheinputtaxesduringtheperiod.

Accounts payable and accrued expenses amounted to P =0.480 million and P=0.822 million as of March 31, 2025 and December 31, 2024, respectively. The 41.62% net decrease accounts for the settlement of payablesandaccrualsduringtheperiod.

Total stockholders’ equity as of March31, 2025 amounted toP =696.251 million or P4.271 book value per sharecomparedtoP =695.851millionor P4.269bookvalueasofDecember31,2024.

Exceptforitemsdiscussedabove,there arenomorechangesinthefinancialstatementsthatwillreachthe materialitythresholdof5%.

KEYPERFORMANCEINDICATORS(KPI):

The following liquidity and profitability ratios indicate acceptable levels of financial condition and performanceofthecompany:

Liabilities

0.0026:10.01:1Revenue/TotalAssets

0.003(0.003)(0.019)NetIncome(Loss)/Issued&Outstanding Shares

Thereis anincreaseinthe Company’s current ratio asofMarch 31, 2025ascomparedtoMarch31,2024 mainlyduetothedecreaseincurrentassetsandcurrentliabilities.

ThereisadecreaseintheCompany’sdebt-equityratioasofMarch31,2025comparedtoMarch31,2024 duetoincreaseinstockholders’equityduringtheperiod.

Asset turnover for the 1st quarter of 2025 is lower compared to the 1st quarter of 2024 due to decrease in revenuesduringtheperiod.

Please refer to Financial Soundness Indicators for additional KPIs DiscussionofindicatorsoftheCompany’slevelofperformance ReceivableManagement

TheCompany’sreceivablesreportedintheStatementsofFinancialPositionincludethefollowing:

1. CashDividendsfromvariousstockinvestments.

2. Accrued Interest Receivable fromtheCompany’sshortterminvestmentsasofMarch31,2025of whichtheCompanywillreceiveuponmaturity.

Furthermore, the Company manages its receivables by monitoring on a regular basis to ensure timely executionofnecessaryinterventionsefforts.

LiquidityManagement

The Company has substantial investments in shares of stock which are not listed in the Philippine Stock Exchange and may not be readily convertible to liquid assets necessary to meet any potential additional liquidity requirements of the Company. Investment in unquoted securities included in financial assets at FVOCIamountedtoP =603.068millionasofMarch31,2025andDecember31,2024.

Managementof liquidity requires aflow andstockperspective. Constraint such as political environment, taxation,foreignexchange,interestratesandotherenvironmentalfactorscanimposesignificantrestrictions onfirmsinmanagementoftheirfinancialliquidity.

Seafront has considered the above factors and paid special attention to its cash flow management. The Companyidentifiesallitscashrequirementsforacertainperiodandinvestsunrestrictedfundstomaximize interestearnings,i.e.moneymarketplacementsandplacementinapromissorynote.

RateofReturnofEachStockholder

The Companyhasnoexistingdividend policy. However,theCompanyintendstodeclaredividendsinthe futureoutofitsunrestrictedretainedearningsinaccordancewiththeCorporationCodeofthePhilippines.

CostReductionEffort

In order to minimize expenses, the Company has engaged the services of PetroEnergy Resources Corporationtohandleitslegal,administrative,accountingandtreasuryfunctions.

Financialdisclosuresinviewofthecurrentfinancialcondition

The Company is still on wait-and-see attitude with respect to investing in other businesses. It has no intentionofincreasingitscapitalstock. Thecurrentmarketdoesnotwarrantanaggressivestancetowards investments. The Company is generating its funds from interest earnings on money market placements.

Therearenoknowntrends,demands,commitments,eventsoruncertaintiesthatwillhave materialimpact ontheCompany’sliquidity.

TheCompanyassessthefinancialrisksexposuresparticularlyoncurrency,interestcredit,andmarketand liquidityrisks.Ifanychangethereofwouldmateriallyaffectthefinancialconditionandresultsofoperation of the Company, provide a discussion in the report on quantitative impact or such risks and include a descriptionofenhancementinthecompany’sriskmanagementpoliciestoaddressthesame.

The Company’s principalfinancialinstrumentsinclude cashandcash equivalents,tradingand investment securities (financial assets at FVTPL) andreceivables.The main purpose of these financial instruments is tofundtheCompany’sworkingcapitalrequirements.

FinancialRiskManagementObjectivesandPolicies

Please refertoNote13.

PlanofOperations

A. InvestmentinFinancialAssetsatFVOCInottradedinthemarket(InvestmentinHEDC)

As of March 31, 2025 the Company holds 11.33% interest in its investment in Hermosa Ecozone DevelopmentCorporation(HEDC).

SignificantprogresshasbeenmadeinPhase2oftheHermosaEcozoneIndustrialPark(HEIP),highlighting HEDC’scommitment toinfrastructuredevelopment.Rehabilitationofroads,sidewalks,curbs,andgutters alongTechnologyandMicronstreetshasbeencompleted,alongwiththeconstructionofthePhase3stone masonryretainingwall.RoadimprovementsalongparkwaydrivetoRomanHighwayandlandscapeworks around the administration building have also been finished. The construction of street signage and wayfindingforHEIPPhase1and2,alongwiththecompletionofpipebridgeandwatersystemsforPhase 3, further enhance the park’s infrastructure. Additionally, repair works on the Tama River slope are underwaytoensurelong-termstability.

These developmentscontributetoHEDC’songoingeffortstoservelocatorsandstakeholdersefficiently.

B. InvestmentinFinancialAssetsatFVTPLandFVOCItradedinthemarket

The Company will continue to closely monitor the prices of its securities as well as those specific factors which could directly or indirectly affect the prices of these instruments. Because such investments are subject to price risk due tochanges in market values, an expected decline inthe portfolio will prompt the Companytodispose ortrade thesecurities for replacementwithmore viableandlessriskyinvestmentsin thefuture.

Withthe Company’s current cashposition,itcansustainitsneedsforits operatingexpenses.Thereareno possible material commitment expected in the next twelve months. Thus, it does not intend to raise additionalfunds.

Otherthantheinvestmentspreviouslydisclosed,theCompanyhasnocurrentplansforadditionalresearch anddevelopmentactivities,nordoesitanticipateanysignificantpurchasesorsalesofequipment.

PARTII-OtherInformation

The Company has no other information that need to be disclosed other than disclosures made under SEC Form17-C(ifany).

SEAFRONTRESOURCESCORPORATION

SUPPLEMENTARYINFORMATIONANDDISCLOSURESREQUIREDONSRC RULE68ASAMENDED MARCH31,2025

Philippine Securities and Exchange Commission (SEC) issued the amended Securities Regulation Code RuleSRCRule68whichconsolidatesthetwoseparate rulesandlabeledintheamendmentas“PartI”and “Part II”,respectively. Italsoprescribedthe additionalinformationand schedulerequirements forissuers ofsecuritiestothepublic.

BelowaretheadditionalinformationandschedulesrequiredbyRevisedSRCRuleNo.68,thatarerelevant totheCompany. ThisinformationispresentedforpurposesoffilingwiththeSECandisnotrequiredpart ofthebasicfinancialstatements.

ScheduleA.FinancialAssets

BelowisthedetailedscheduleoftheCompany’sfinancialassetsasofMarch31,2025:

NameofIssuingEntityandAssociationof EachIssue

FinancialassetsatFVTPL

EquitySecurities:

NameofIssuingEntityandAssociationof EachIssue

FinancialassetsatFVOCI

Debtequities

Quoted:

Unquoted:

Numberof Sharesor Principal Amountof BondsandNotes

AmountShown inthe Statementof Financial Position Income Receivedand Accrued

Numberof Sharesor Principal Amountof Bondsand Notes AmountShown inthe Statementof Financial Position

HermosaEcozoneDevelopment Corporation 603,067,536 P =622,903,279 P =

Thefairvalueforfinancialinstrumentstradedinactivemarketsatthereportingdateisbasedontheirquoted market price without any deduction for transaction costs. For securities in which current bid and asking pricesarenotavailable,thepriceofthemostrecenttransactionprovidesevidenceofthecurrentfairvalue

as long as there has not been a significant change in economic circumstances since the time of the transaction.

For unquotedfinancial securities, the Company uses its judgment to select the most appropriate valuation methodology to value its unquoted equity investments and make assumptions that are mainly based on market conditions existing at each reporting period. It involves directly measuring the fair value of the assets andliabilitiesofthe investee company,asmainly determinedbythe Company’s external appraiser. Assetsoftheinvesteecompanyconsistmainlyofparcelsoflandforsalewhichisadjustedtoitsfairvalue

Schedule B. Amounts Receivable from Directors, Officers, Employees and Principal Stockholders (Other thanRelatedParties)

The Company has no outstanding receivables from its directors, officers, employees and principal stockholdersasofMarch31,2025andDecember31,2024.

Schedule C. Amounts Receivable from/Payable to Related Parties which are Eliminated during the ConsolidationofFinancialStatements

Notapplicable.

Schedule D.Long-termDebt

TheCompanyhasnooutstandinglong-termdebtasofMarch31,2025andDecember31,2024.

Schedule E.IndebtednesstoRelatedParties(LongTermLoansfromRelatedCompanies)

The Company has no long-term indebtedness to related parties as of March 31, 2025 and December 31, 2024.

Schedule F.GuaranteesofSecuritiesofOtherIssuers

The Company doesnothaveguaranteesofsecuritiesofotherissuers as of March31, 2025and December 31,2024.

ScheduleH.CapitalStock

SEAFRONTRESOURCESCORPORATION

SCHEDULEOFFINANCIALSOUNDNESSINDICATORS

Financial Soundness Indicators

Below are the financial ratios that are relevant to the Company for the 1st quarter ended March 31, 2025, March31,2024andfor theyearendedDecember31,2024:

*Earnings before interest, taxes, depreciation and amortization (EBITDA)

SEAFRONTRESOURCESCORPORATION

SCHEDULEOFRECONCILIATIONOF RETAINEDEARNINGSAVAILABLE FORDIVIDENDDECLARATION

MARCH31,2025

ThetablebelowpresentstheretainedearningsavailablefordividenddeclarationasofMarch31,2025:

UnappropriatedRetainedEarnings(Deficit),beginningofthereporting period P =92,162,586

Add:CategoryA:ItemsthataredirectlycreditedtoUnappropriated RetainedEarnings

ReversalofRetainedEarningsappropriation

Effectofreinstatementsorprior-periodadjustments

Others

Less:CategoryB:ItemsthataredirectlydebitedtoUnappropriated RetainedEarnings

Dividenddeclaration duringthereportingperiod

RetainedEarningsappropriatedduringthereportingperiod

Effectofreinstatementsorprior-periodadjustments

Others

Less:CategoryC.1Unrealizedincomerecognizedintheprofitorloss duringthereportingperiod(netoftax)

Equityinnetincomeof associate/jointventure,netofdividendsdeclared

Unrealizedforeignexchangegain, exceptthose attributableto cash and cashequivalents

Unrealizedfairvalue adjustment(mark-to-marketgains)offinancial (663,431) instrumentsatfairvaluethrough profitorloss(FVPTL)

Unrealizedfairvalue gainofInvestmentProperty

Otherunrealizedgainsoradjustmentstothe retainedearningsasa resultofcertaintransactionsaccountedforunderthePFRS

Subtotal (663,431)

Add:CategoryC.2Unrealizedincomerecognizedintheprofitorlossinprior reportingperiodsbutrealizedinthecurrentreportingperiod(netoftax)

Realizedforeign exchangegain,exceptthoseattributabletocashand cash equivalents

Realizedfairvalueadjustment(mark-to-marketgains)offinancial instrumentsatfairvaluethrough profitorloss(FVPTL)

RealizedfairvaluegainofInvestmentProperty

Otherrealizedgainsoradjustmentstotheretainedearningsasaresultof

certaintransactionsaccountedforunderPFRS

Subtotal

Add:CategoryC.3Unrealizedincomerecognizedintheprofitorlossinprior reportingperiodsbutreversedinthecurrentreportingperiod(netoftax)

Reversalofpreviously recordedforeignexchangegain, exceptthose attributabletocashandcashequivalents

Reversalofpreviously recordedfairvalueadjustment(mark-to-market gains)offinancialinstrumentsatfairvalue throughprofitorloss(FVPTL)

Reversalofpreviously recordedfairvaluegainofInvestmentProperty

Reversalofotherrealizedgainsoradjustmentstotheretainedearningsasa resultofcertaintransactionsaccountedforunderPFRS

Subtotal

Add:CategoryD:Nonactuallossesrecognizedinprofitorlossduringthe reportingperiod(netoftax)

Depreciationonrevaluationincrement(aftertax)

Subtotal

Add/Less:CategoryE:AdjustmentsrelatedtothereliefgrantedbySEC andBSP

Amortizationoftheeffectofreportingrelief

Totalamountof reportingreliefgrantedduring theyear

Others

Subtotal

Add/Less:CategoryF:Otheritemsthatshouldbeexcludedfromthe determinationoftheamountavailablefordividendsdistribution

Netmovementof thetreasuryshares(exceptforreacquisitionof redeemableshares)

Netmovementof thedeferredtaxassetnot consideredin reconcilingitems underpreviouscategories

Netmovementof thedeferredtaxassetanddeferredtaxliabilitiesrelated tosametransaction, e.g,set-upofrightof use assetandleaseliability, set-up ofassetand leaseliability,set-upof assetandassetretirement obligation,andset-upofservice concessionassetandconcession payable

Adjustmentduetodeviationfrom PFRS/GAAP-gain(loss)

Others

Subtotal

SEAFRONTRESOURCESCORPORATION

MAPOF RELATIONSHIPSOFTHECOMPANIESWITHIN THEGROUP

Group Structure

AllexistingstockholdersasofMarch31,2025neitherconstitute controlnorsignificantinfluenceoverthe Company. Also,theCompany’sinvestmentsneitherconstitutecontrolnorsignificantinfluence.