SPM SEC-Form-19-1 Tender Offer Report by Nini Oñate

SECURITIES AND EXCHANGE COMMISSION

SEC FORM 19-1 TENDER OFFER REPORT

Check the appropriate box:

Initial Filing

Amendment

Amendment No. .........................................................

Items Amended by the Filing .....................................

1. Exact Name of Subject Company as Specified in its Charter

SEAFRONT RESOURCES CORPORATION

(a) Address of Principal Offices and Postal Code

7th Floor, JMT Building, ADB Avenue, Ortigas Center, Pasig City 1605

(b) SEC Identification Number: 40976

(d) BIR Tax Identification Number: 000-194-465-000

2. Name of Bidder

SEAFRONT RESOURCES CORPORATION

(a) Address of Bidder and Postal Code

3. Title or Class of Securities Subject to Tender Offer Common Shares x

7th Floor, JMT Building, ADB Avenue, Ortigas Center, Pasig City 1605

Item 1. Subject Company and Class of Security Subject to the Tender Offer

(a) The subject company is Seafront Resources Corporation (“SPM” or the “Company”), a corporation duly organized and existing under and by virtue of the laws of the Philippines, with principal office at 7th Floor, JMT Building, ADB Avenue, Ortigas Center, Pasig City.

(b) As of the date of this Tender Offer Report, SPM has an outstanding capital of One Hundred Sixty-Three Million Pesos (₱163,000,000.00) consisting of One Hundred Sixty-Three Million (163,000,000) issued, outstanding and fully paid common shares of stock (the “Issued Shares”).

The Tender Offer

SPM intends to acquire under the same terms through a voluntary tender offer pursuant to Section 19 of the Securities Regulation Code (the “Tender Offer”), the shares owned by the investing public. The subject of this Tender Offer is Thirty Four Million Five Hundred Eighty Thousand (34,580,000) common shares of stock of SPM, representing Twenty One and Twenty One Hundredths percent (21.21%) of the Issued Shares (the “Tender Shares”), at a price of Two Pesos and Seventy Centavos (₱2.70) per share (the “Tender Offer Price”), or an aggregate price of up to Ninety Three Million Three Hundred Sixty-Six Thousand Pesos (₱93,366,000.00).

The Tender Offer Period

The Tender Offer will commence at 9:00 a.m. on January 29, 2026 and end at 3:00 p.m. on February 27, 2026, or such later period as may be announced by SPM with the approval of the Securities and Exchange Commission (the “SEC”), during which period any tendering shareholder of SPM may offer all or a portion of their shares in the Company for sale to SPM in accordance with, and subject to the terms and conditions of the Tender Offer. Should any of the business days during the Tender Offer Period be officially declared a non-working holiday, the Tender Offer Period shall be extended by the number of business days corresponding to those days which are declared nonworking holidays, with the approval of SEC. For purposes hereof, a “business day” shall mean any day other than a Saturday, Sunday, or a non-working holiday during which banks are required to be open for business in Metro Manila, Philippines. Any change in the tender offer period shall be announced by the Company in newspapers of general circulation in the Philippines.

Shareholders who previously tendered their shares are allowed to withdraw such Tender Shares at any time while the Tender Offer Period remains open.

The accepted Tendered Shares are intended to be crossed through the facilities of the Philippine Stock Exchange (“PSE”) within seven (7) business days after the close of the Tender Offer Period or on or before March 10, 2026 (the “Cross Date”), subject to approval by the PSE of the crossing of the Tender Shares.

The settlement of the Tender Shares, consisting of (a) payment of the Tender Offer Price to the tendering shareholders; and (b) crediting of the account of SPM with the Tender Shares shall be no later than March 12, 2026 (the “Settlement Date”), subject to any extension of the Tender Offer Period with the approval of the SEC.

Any change in the Cross Date and Settlement Date shall be announced by the Company in newspapers of general circulation in the Philippines.

On Settlement Date, the Tender Offer Agent (as defined below) shall make the check in the amount of the total Tender Offer Price (net of selling charges and other applicable fees) in the name of either: (i) each selling broker which delivered the scripless shares of its tendering clients (scripless shareholders), or (ii) the tendering shareholders that have delivered certificated shares directly to the Tender Offer Agent.

Payment of the price of Tender Shares validly tendered and accepted for payment shall be by way of checks which shall be made available for pick up at the office of RCBC Securities, Inc. (“RSEC” or the “Tender Offer Agent”), at 21F, Tower 2, RCBC Plaza, 6819 Ayala Avenue, Makati City on Settlement Date

Tender Offer Price

THE TENDER OFFER IS BEING MADE AT THE PRICE OF ₱2.70 PER COMMON SHARE.

The Tender Offer Price (a) is the highest price that the Bidders are willing to offer in the Tender Offer, (b) represents a 19% premium over the volume weighted average price (“VWAP”) of SPM’s listed shares for a one(1)-year period ending on January 21, 2026, and (c) is within the range provided in the Fairness Opinion rendered by Unicapital, Inc., and attached and made an integral part of this Report as Exhibit C.

The Tender Offer Price will be paid by the Company, subject to the Terms of the Tender Offer, at the Settlement Date.

Payment of the price of Tender Shares validly tendered and accepted for payment shall be by way of checks which shall be made available for pick up at the office of the Tender Offer Agent, at 21F, Tower 2, RCBC Plaza, 6819 Ayala Avenue, Makati City on Settlement Date.

The total Tender Offer Price does not include the following customary selling charges which shall be for the account of the Tendering Shareholder:

(a) Stock transaction tax: 0.1% of the aggregate value of the Tender Shares at the Tender Offer Price;

(b) Securities Clearing Corporation of the Philippines fee: 0.01% of the aggregate value of the Tender Shares at the Tender Offer Price;

(d) SEC Fee: 0.005%of the aggregate value of the Tender Shares at the Tender Offer Price; and

(e) Securities Investor Protection Fund fee: 0.001% of the aggregate value of the Tender Shares at the Tender Offer Price,

(collectively, the Selling Charges).

After deducting the Selling Charges (other than broker’s commission) from a Tendering Shareholder’s tender proceeds, the net Tender Offer Price is estimated to be ₱2.697 per share. If the Tendering Shareholder will lodge its shares through the Tender Offer Agent, other fees such as lodgment fee and EQ trade transfer fee (as applicable) will be for the account of the Company. If the Tendering Shareholder will lodge its shares through a different PSE authorized broker, other fees such as lodgment fee and EQ trade transfer fee (as applicable) will be for the account of the Tendering Shareholder. The selling broker’s commission, including value added tax, shall be payable by the Tendering Shareholder, subject to mutual agreement between the Tendering Shareholder and the broker.

(c) The principal market for the shares is the Exchange. The high and low prices of the Tender Shares on the Exchange for each quarterly period during the past three (3) years are as follows:

Item 2. Identity and Background

The party making this Tender Offer is SPM, which is the issuer of Tender Shares.

SPM is a corporation organized and existing under Philippine laws with principal place at 7th Floor, JMT Building, ADB Avenue, Ortigas Center, Pasig City. After its divestment in Hermosa Ecozone Development Corporation in July 2025, the Company’s main source of income is from its portfolio of investments in stocks and government securities.

SPM is offering to buy the Tender Shares of its Tendering Shareholders, which will result in treasury shares of SPM after the Tender Offer.

The following are the current directors and key executive officers of SPM:

Name of Director/Key Executive Officer

Position

Raul M. Leopando Director / Chairman

Milagros V. Reyes Director and President

Basil L. Ong Lead Independent Director

Ernestine Carmen Jo D. Villareal-Fernando Independent Director

Nicasio I. Alcantara Independent Director

Chun Bing G. Uy Director

Victor V. Benavidez Director

Jose Luis F. Gomez Director

Xavier Y. Zialcita Director

Samuel V. Torres Corporate Secretary and Chief Information Officer

Carlota R. Viray Treasurer

Louie Mark R. Limcolioc Asst. Corporate Secretary, Compliance Officer, and Alternate Information Officer

Arlan P. Profeta Chief Risk Officer

Maria Carmela D. Hautea

Data Privacy Officer

During the last five (5) years, SPM has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, domestic or foreign, which resulted in an order, judgment, or decree permanently or temporarily enjoining, barring, suspending, or otherwise limiting involvement in any type of business, securities, commodities, or banking.

During the last five (5) years, no executive officer nor director of SPM, nor any person controlling SPM, nor any executive officer or director of any corporation ultimately in control of SPM, has been convicted in any criminal proceeding or was a party to any civil proceedings of a judicial or administrative body of competent jurisdiction, domestic or foreign.

Item 3. Purpose of the Tender Offer and Plans or Proposals of the Bidder

The purpose of this Tender Offer by SPM is to allow for a reacquisition of outstanding SPM shares (“Share Buyback”), which will result in treasury shares for SPM.

The Share Buyback is intended to enhance shareholder value by raising the Company’s earnings per share, and ultimately, its market price, reflecting its confidence in SPM’s fundamentals and future prospects.

In addition, the Share Buyback will also provide an opportunity for shareholders holding odd-lot or below-board lot shares to gain liquidity and monetize their holdings. From the perspective of the SPM shareholders, the Tender Offer provides an attractive exit opportunity at a premium to the current market price.

As of the date of this Tender Offer Report, there are no plans or proposals which relate to or would result in an extraordinary corporate transaction, such as merger, reorganization, or liquidation, involving SPM.

As of the date of the Tender Offer Report, the Company does not expect any sale or transfer of any material amount of assets.

The Tender Offer is not expected to result in any material changes to SPM’s corporate structure, business, operations, assets, liabilities, or condition (financial or otherwise) of SPM. As to ownership structure, SPM’s public ownership will be reduced by the number of Tender Shares accepted by SPM, which Tender Shares will become treasury shares.

As of the date of this Tender Offer Report, there are no plans or proposals to change the present board of directors or management of SPM, including the number or term of the directors, or to change any material term of the employment contract of any executive officer.

As of the date of this Tender Offer Report, there are no plans or proposals which relate to or would result in: (i) any material change in the present dividend rate or policy or indebtedness or capitalization of SPM (except for the treasury shares resulting from the Tendered Shares); (ii) causing the Issued Shares to be delisted from the Exchange; and, (iii) causing SPM to no longer be subject to the reporting requirements of SRC Rule 17.

The resulting treasury shares may be reissued in the future to raise capital, providing SPM with additional financial flexibility.

Following the Tender Offer, the total outstanding shares of SPM will remain above the minimum public ownership requirement applicable to SPM, thereby maintaining compliance with existing listing rules.

Item 4. Interest in Securities of the Issuer

(a) The Company has One Hundred Sixty-Three Million (163,000,000) outstanding common shares, of which One Hundred Thirty-Two Million Five Hundred Twenty-Five Thousand Eight Hundred SeventySix (132,525,876) shares (approximately 81.31%) are held by public shareholders.

The table below presents the principal / substantial stockholder of the Company as of 31 December 2025:

Following the Tender Offer, the public shareholdings of SPM will decrease as the Tender Shares will form part of the treasury shares of SPM. Assuming the full Tender Shares are tendered and accepted, the resulting treasury shares of SPM will be Thirty-Four Million Five Hundred Eighty Thousand (34,580,000) treasury shares. The Tender Shares intended to be acquired through the Tender Offer were calculated based on the cap peso amount of Ninety-Three Million Three Hundred Sixty-Six Thousand Pesos (₱93,366,000.00) at a price of Two Pesos and Seventy Centavos (₱2.70) and is subject to change depending on the results of the Tender Offer.

No other associates or majority-owned subsidiaries hold significant direct ownership in SPM’s equity securities.

(b) This is a voluntary Tender Offer by the Issuer. There is no transaction in the Shares which is the subject of the Tender Offer that was effected during the past sixty (60) days by the Bidder or any of its associates and affiliates.

Item 5. Contracts, Arangements, Understandings or Relationships with Respect to Securities of the lssuer

N/4. This is a voluntary Tender Offer by the lssuer.

Item 6. Materials to be Filed as Exhibits

This Tender Offer Report is filed with the following materials, which will be published or made available to shareholders of SPM:

Exhibit A - Terms of the Tender Offer

Exhibit B - Certification on the Sufficiencv of Resources to Satisfv Full Acceotance of the Tender Shares

Exhibit C - Fairness Opinion and Valuation Report

Exhibit D - Application to Tender Shares with the following annexes:

Annex A - Terms of the Tender Offer

Annex B - Form of Affidavit of Loss

Annex C - Form of lrrevocable Power of Attorney for Individual Tendering Shareholders

Annex D - Form of Board Resolution for SPM's Corporate stockholders

Annex E - Form of PartnershiD Resolution for Partnershio Stockholders

Exhibit E - Instruction to Participating Brokers for Delivering the Shares to their Clients

Exhibit F - Announcement of Intention to Make a Tender Offer to Shareholders of SPM (The Affidavit of Publication executed by the publisherwill be submitted upon receipt from the publisher.)

Exhibit G - Announcement of Terms and Conditions to Shareholders of SPM to be Published at the Start ofthe Tender Offer Period and for Two (2) Consecutive Days (The Affidavit of Publication executed by the publisher will be submitted upon receipt from the publisher.)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and beliet I certify that the information set forth in this report is true, complete and correct. This report is signed in the City of Pasig on January 27,2026.

By: SEAFRONT RESOURCES CORPORATION

TERMS AND CONDITIONS OF THE TENDER OFFER FOR THE COMMON SHARES OF SEAFRONT RESOURCES CORPORATION

Presented below are the terms and conditions for the tender offer of Seafront Resources Corporation (“SPM” or the “Company”) to reacquire up to Thirty-Four Million Five Hundred Eighty Thousand (34,580,000) common shares representing 21.21% of the total outstanding shares of SPM.

Buyer

Subject Company

Seafront Resources Corporation

Subject Shares up to Thirty-Four Million Five Hundred Eighty Thousand (34,580,000) common shares (“Tender Shares”)

Tender Offer Price ₱2.70 per share

The Tender Offer Price (a) is the highest price that the Bidder is willing to offer in the Tender Offer, (b) represents a 19% premium over the volume weighted average price (“VWAP”) of SPM’s listed shares for a one(1)-year period ending on January 21, 2026, and (c) is within the range provided in the Fairness Opinion rendered by Unicapital, Inc., and attached and made an integral part of this Report as Exhibit C

The Tender Offer Price will be paid by the Company, subject to the Terms of the Tender Offer, at the Settlement Date.

The total Tender Offer Price does not include the following customary selling charges which shall be for the account of the Tendering Shareholder:

(a) Stock transaction tax: 0.1% of the aggregate value of the Tender Shares at the Tender Offer Price;

(b) Securities Clearing Corporation of the Philippines fee: 0.01% of the aggregate value of the Tender Shares at the Tender Offer Price;

(d) SEC Fee: 0.005%of the aggregate value of the Tender Shares at the Tender Offer Price; and

(e) Securities Investor Protection Fund fee: 0.001% of the aggregate value of the Tender Shares at the Tender Offer Price, (collectively, the Selling Charges).

Tender Offer Period

The Tender Offer Period shall commence at 9:00 a.m. on January 29, 2026, and end at 3:00 p.m. on February 27, 2026, unless extended by the Buyer with prior approval from the Securities and Exchange Commission (the “Commission”).

Cross Date March 10, 2026

Settlement Date March 12, 2026

Tender Offer Agent

Stock Transfer Agent

Application to Tender Shares

RCBC Securities, Inc

Address: 21st Floor, Yuchengco Tower II, RCBC Plaza, 6819 Ayala Avenue, Makati City

Contact Person: Ms. Karen Movilla

RCBC Trust Corporation

Address: Ground Floor, Grepalife Building, Sen Gil Puyat Avenue, Makati City 0727

Contact Person: Mr. Antonio Madrid, Jr.

Any stockholder of SPM who wish to offer all or a portion of their SPM shares for sale to the Buyer (the “Tender Sellers”) should complete the Application to Tender Shares, and submit the following to the Tender Offer Agent at the address of the Tender Offer Agent set forth above before 3:00 p.m. of February 27, 2026:

(i) Duly accomplished Application to Tender Shares (in duplicate);

(ii) Lodgment of SPM shares in favor of the Tender Offer Agent;

(iii) If the Tender Seller is a corporation, a notarized Secretary’s Certificate substantially in the form attached as Attachment 1 setting forth resolutions of the tendering stockholder’s Board of Directors authorizing the tender and sale of the SPM Shares and designating the signatories for the purpose, certified true copies of its Articles of Incorporation and By-laws and latest amendments thereof, and duly accomplished signature card containing the specimen signature of its authorized signatories validated by the Corporate Secretary and verified by its broker or an officer of the bank where it is maintaining an account; and

(iv) If the Tender Seller is a natural person, two (2) valid identification cards of the shareholder containing his specimen signature, a duly accomplished signature card containing his specimen signatures verified by his broker or an officer of the bank where he is maintaining an account, and if such shareholder is acting through an attorney-in-fact, a duly notarized Special Power of Attorney substantially in the form attached hereto as Attachment 2 must also be submitted.

Delivery of the required documents to the Tender Offer Agent shall be deemed made only upon actual receipt thereof by the Tender Offer Agent. The Buyer reserves the right to require presentation of additional documents in respect of its determination of the validity, eligibility and acceptability of any SPM shares tendered pursuant to the Tender Offer.

Lodgment with the Philippine Depository & Trust Corporation (“PDTC”)

Tender Shares must be received by the Tender Offer Agent in scripless form not later than 3:00 p.m. on February 27, 2026.

To ensure prompt receipt by the Tender Offer Agent:

(i) Tender Sellers owning certificated Tender Shares should submit the required documents to the Tender Offer Agent five (5) business days before the end of the Tender Offer Period, or on or before February 20, 2026, to allow for lodgment of the Tender Shares with the PDTC.

(ii) Tender Sellers owning Tender Shares already lodged with their brokers, should instruct their brokers to electronically transfer the Tender Shares to the Tender Offer Agent before 3:00 p.m on February 27, 2026.

Acceptance of Tender Shares

Payment for the Shares

At any time before the Closing Date, the Buyer shall, at its sole discretion, have the right to reject or accept any Application to Tender Shares which is not completed in full or which lacks any of the required attachments. The Tender Offer Agent will accept the Application to Tender Shares on behalf of the Buyer on the condition that the Applicant has been certified by SPM Stock Transfer Agent as a shareholder of SPM and that the signature/endorsement on the SPM stock certificates matches the signature on file with the SPM Stock Transfer Agent, if such is available.

If a Tender Seller does not have any signature card on file, or the signatures on the certificates and on the application form differ from the signature on file with the SPM Stock Transfer Agent, the Stock Transfer Agent will certify the same to the Buyer. The Buyer shall exercise its sole discretion to accept or reject the application. The Tender Offer Agent will rely on the signature affixed on the Application to Tender Shares and on the validated endorsement of the relevant SPM stock certificates. The Buyer and the Tender Offer Agent shall not be required to make further inquiries into the authenticity of the signature.

The Buyer shall be deemed to have accepted for payment all SPM Shares validly tendered and not properly withdrawn when it gives a notice of acceptance to the Tender Offer Agent.

Payment for the SPM Shares so accepted will be deposited with the Tender Offer Agent. The Tender Offer Agent will act as agent of the Tender Sellers for the purpose of receiving payments from the Buyer and transmitting payments to such Tender Sellers. Check payments issued to the Tender Seller for the Tender Shares shall be made available by the Tender Offer Agent for pick-up by the Tender Seller or his duly authorized representative on the Settlement Date as defined above at the address of the Tender Offer Agent set forth above.

When collecting payments, the Tender Seller shall present the “Shareholder’s copy” of the Application to Tender Shares as well as proper identification (e.g. driver’s license, passport, or company I.D. with picture and signature). The duly authorized representative of the Tender Seller shall be required to present an authorization letter from the Tender Seller.

In any event, no payment shall be made to shares tendered beyond the Tender Offer Period. All Tender Shares that are subject to incomplete application as of 3:00 p.m. of February 27, 2026 shall be deemed to have been tendered beyond the Tender Offer Period. No payment shall be made without the Tender Offer Agent having timely received the duly accomplished Application to Tender Shares, the duly endorsed and validated stock certificates evidencing the SPM Shares and other documents required therein and herein.

Any payment not collected within 30 calendar days from the time the checks are made available to the Tender Seller shall be dispatched, via registered mail, to the last recorded address of the Tender Shares at the risk of the latter.

Withdrawal

A Tender Seller shall have the right to withdraw any Tender Shares tendered to the Buyer, at any time during the Tender Offer Period.

For a withdrawal to be effective, a written notice of withdrawal must be timely received by the Tender Offer Agent in the address set forth above. The notice must specify the name of the Tender Seller and the number of Tender Shares to be withdrawn. If the stock certificates evidencing the Tender Shares have been delivered to the Tender Offer Agent, the serial numbers shown on such certificates must be submitted to the Tender Offer Agent prior to the physical release of such certificates. No request for withdrawal

Taxes and Other Expenses

or fractions of Tender Shares will be considered. The Buyer shall have the right, at its sole discretion, to determine the form and validity of the notice of withdrawal, including the time of receipt thereof.

All expenses incurred by the Tender Offer Agent in respect of withdrawal of Tender Shares shall be for the account of the Tender Seller making the withdrawal.

Any capital gains tax, documentary stamp tax, stock transaction tax, value added tax, brokerage commission, application fees of the Securities Clearing Corporation of the Philippines or the Philippine Central Depository and stock certificates cost pertinent to the transfer of the Buyer of Tender Shares purchased, shall be for the account of the Tender Seller.

Representations and Warranties of the Tender Seller

By accepting the Tender Offer, the Tender Seller is deemed to have represented and warranted to the Buyer as follows:

(i) The Tender Shares are solely, legally, beneficially owned by it/him/her, are fully paid and non-assessable, and are free and clear of any claims, liens, encumbrances or any restrictions apart from those specified in the Articles of Incorporation and By-Laws of SPM or any amendment thereof;

(ii) It/he/she can and has full authority to transfer good, valid, and clean title to its/his/her Tender Shares under the Tender Offer, and

(iii) The Buyer will obtain full and valid title to such Tender Shares, free from any liens, claims and encumbrances and will be able to freely and fully exercise all rights and privileges arising from ownership of such Tender Shares, including but not limited to the right to vote and receive dividends.

Application Form and SEC Form 191

Copies of the Application Form and the SEC Form 19-1 are also available from the following:

SEAFRONT RESOURCES CORPORATION

7th Floor, JMT Building, ADB Avenue, Ortigas Center, Pasig City 1605

Email Address: corpaffairs@seafrontresources.com.ph Attention: Ms. Maritess D. Reyes

RCBC SECURITIES CORPORATION

21st Floor, Yuchengco Tower II, RCBC Plaza, 6819 Ayala Avenue, Makati City

Contact Number: 8894-9000 loc. 1676 Attention: Ms. Karen Movilla

:

SeafrontResourcesCorporation

FairnessOpinionandValuationReport

December15,2025

TheBoardofDirectorsof: SEAFRONTRESOURCESCORPORATION 7FJMTBuilding,ADBAvenue OrtigasCenter,PasigCity

Gentlemen:

Pursuant to our engagement, we are pleased to present to the Board of Directors of Seafront Resources Corporation (“SPM” or the “Company”) the Final Fairness Opinion and ValuationReport(the“FOVR”)onthefairmarketvalueofthecommonsharesofSPMinaccordancewiththevaluationmethodologiesagreedupon

TheTransaction

SPMwasincorporatedonApril16,1970,andwasoriginally engaged inoilexploration andproduction OnOctober18,1996,itamendeditsprimarypurposetooperateasa holding company while retaining oil exploration and production as a secondary activity At present, SPM functions as a holding company with various investment securities

OnJuly8,2025,theCompanydisclosedthesaleofits1133%equitystakeinHermosa Ecozone Development Corporation (“HEDC”), equivalent to 1 million common shares, for a total cash consideration of PhP325 million (“HEDC Share Sale”) As per Management, the HEDC Share Sale has been consummated as of report date For purposes of this valuation exercise, the HEDC Share Sale has been treated as completedandaccordinglyfactoredintotheanalysis Thedivestmentresultsin(i)the removaloftheCompany’seconomic interestinHEDC,and(ii)therecognitionofthe correspondingcashproceedsfromthesale Theseadjustmentshavebeenreflected inthevaluationofthesubjectshares

SPMhasalsoobtainedBoardapprovaltoconductasharebuyback,throughatender offer,ofuptoPhP75milliontoreduceitscurrentshareholderbase(the“Transaction”)

As of the date hereof, the Company has 132,525,876 common shares held by the public,representingafreefloatof8131% WeunderstandthatSPMseekstodetermine a fair and equitable valuation of its common shares (the “Subject Shares”) in connectionwiththeTransaction

OurEngagement(2/2)

OnSeptember17,2025,Unicapital,Inc (“UI”orthe“FinancialAdvisor”)wasengagedby SPMtoarriveatanindependentthird-partyvaluationandissueafairnessopinionon thefairmarketvalueofSPM’scommonsharesinrelationtotheTransaction

UIhasnotactedasfinancialadvisorinrelationtotheTransaction,toSPMandanyof itssubsidiariesand/oritsaffiliates,oranypartiesinvolvedintheTransaction Forthis engagement, UI will receivea Financial Advisory Fee, which isnot dependent on the success of the Transaction, but upon delivery of the Fairness Opinion and Valuation Report Forpurposesofthisexercise,thepreviouslydisclosedsaleofSPM’s1133%stake inHEDCisconsideredtohavetakenplace

Inlinewiththetermsofreferencefortheengagement,UIimmediatelycommenceda review of SPM’s financial statements and financial projections, along with relevant inputsprovidedbySPM’sManagement

Subsequently, a structured approach was applied using the following valuation methodologies,whenapplicable,namely:

• Asset-Based Approach (“NAV”), which entails the adjustment of SPM’s financial statements,asnecessary;

• VolumeWeightedAveragePrice,(“VWAP”)whichexaminesthetradinghistoryof SPM’ssharesonthePSEinordertoassessthemarket’sperceptionofSPM’svalue

In arriving at the fair value of SPM, the Financial Advisor carefully examined the relevance of each valuation methodology used and the results of the different valuation methodologies performed After careful examination of the different valuation methodologies,theAsset-Based Approach wasusedtodeterminethefair valueofSPM’scommonsharessubjectoftheTransaction

The Financial Advisor is of the opinion that SPM’s common shares subject of the Transaction may be considered fairly valued at a range of PhP420.08 million to PhP46281million,equivalenttoapricepershareofPhP258toPhP284

EXECUTIVE SUMMARY

Scope andLimitations (2/2)

We have no obligation to update this report or our recommended valuation for information that comes to our attention after the date of this report. This Valuation Report is based on the prevailing market, corporate and economic conditions at the time of writing.

We have also assumed that all governmental, regulatory and other consents and approvals necessary for the consummation of the Transaction and any of SPM's business dealings will be obtained without any material adverse effect on SPM.

This Fairness Opinion and Valuation Report does not constitute a selling document, recommendation to purchase or sell the shares of any of the companies mentioned herein, and makes no reference to the likelihood or relative benefits of any alternative transaction.

Information Sources (1/2)

The following sources of information were used in the preparation of this report:

Company disclosures relevant to the analysis; Audited financial statements, interim unaudited financial statements as of the relevant date of the report of SPM; Internal company information about SPM that was considered relevant for this analysis and financial projections, as prepared by the management team of SPM; Discussions with and statements by members of SPM's senior management concerning the business and financial condition of SPM at the time of the preparation of this report;

Certain publicly available financial and stock market information (FactSet Research Systems, Inc., Bloomberg, PSE Edge) regarding selected listed companies and capital market transactions in a similar line of business we believe are comparable to that of SPM.

ScopeandLimitations(1/2)

We have not audited or otherwise reviewed the accuracy of the audited financial statements which have been provided by SPM It was assumed that these financial statements are true and accurate and are reflective of SPM’s financial condition duringthedateofthefinancialstatements ThepreparationoftheFairnessOpinionby UIislimitedtothepurposeoftheTransaction

We do not express any opinion on and we do not take any responsibility for or in relation to the financial projections supplied to us by SPM’s management We have furtherassumedthatallbasesandassumptions,statementsoffact,beliefs,opinions and intentions made by SPM’s management in preparing the financial forecasts, in representingthereasonablenessandachievabilityofthoseforecastsandinrelation toSPMhavebeenreasonablymadeafterdueandcarefulinquiry

Some of the information contained in this report may have been taken from thirdparty sources or publicly available information We have not independently verified whethersuchfactsorinformationaretrueandcorrect

No representation or warranty, expressed or implied, is made by UI, or its respective affiliates subsidiaries, principals, directors, shareholders, officers, employees, agents, advisors,orrepresentatives, astotheaccuracyorcompleteness ofany information, whether written or oral, contained in this Fairness Opinion and Valuation Report UI expressly disclaims any and all liability which may be based on such information, errorsthereinoromissionstherefrom

Nothing contained within this Fairness Opinion and Valuation Report, is or should be relieduponas,apromiseorrepresentationastothefutureperformanceofSPM The recommendations and valuations contained herein were prepared by the Financial AdvisorbasedoninformationavailableatthetimetheFairnessOpinionandValuation Report was prepared, and there are no representations, warranties, or other assurancesthatanyoftheconditionssetforthhereinwillberealized

Information Sources (2/2)

For purposes of our analysis, we have assumed that all financial and other information received from all sources listed above were accurate and complete and have relied on this information without accepting any responsibility for independent verification.

Ul has further relied on the assurances given by SPM's Management that they are not aware of any facts or circumstances that would render the information contained in this Fairness Opinion and Valuation Report incomplete, inaccurate, or misleading.

Very truly yours, UNICAPITAL, INC.

Jaime J. Martirez President & CEO

Karen G. Singson Managing Director

ABOUTUNICAPITAL,INC.

Unicapital,Inc (“UI”)isafull-serviceinvestmenthousethatisdulylicensedbytheSecuritiesandExchangeCommission(“SEC”)toprovide thewidestarrayoffinanceandinvestment-bankingproductlines Incorporatedin1994,thefirmhassuccessfullyestablisheditselfasan activeplayerinthetradingoffixedincomeandequitysecurities,theunderwritinganddistributionofcommercialpapers,bonds,preferred sharesandequityissuesforlistinginthePhilippineStockExchange(“PSE”),andtheprovisionoffinancialadvicetoitscorporateclients On July25,2024,thePSEissuedmemorandumCN-2024-0040(seeANNEXVII|PSEACCREDITATION)confirmingthere-accreditationofUIasan accreditedfirmforissuingFairnessOpinionsandValuationReportsforaperiodofthreeyearsvaliduntilJuly25,2027

The Fairness Opinion and Valuation Report was not approved by a committee created within UI but instead was subject to an internal processofreviewandpreparation TheFairnessOpinionfortheCompanywasinitiallypreparedbyananalystandaseniorofficerofthe CorporateFinanceDepartmentassignedtothetransaction ItwasthenreviewedandapprovedbythePresidentofthefirmbeforeitwas issuedouttotheBoardofDirectorsoftheCompany

Mr JaimeJ Martirez,PresidentandCEO HecurrentlyservesasPresidentandCEOofUnicapital,Inc concurrentlyholdsthepositionofCEO atUnicapitalFinanceandInvestments,Inc,andistheChairmanoftheGroup’sExecutiveCommittee Heholdsotherkeypositionsinseveral privateandpubliclylistedcorporationsthatareengagedinthefieldsofenergy,realestate,andwaterdistribution HeistheVicePresident andDirectorofMAJALCO,Inc andTreasurerandDirectorofDesEauxUtilitiesCo,Inc,abulkwaterproviderofseverallocalwaterdistrictsin Bulacan HeislikewiseaDirectorandVicePresidentofMJRealty;TreasurerofGJHoldings;andPresidentofUnoventure,Inc,anenterprise facilitiesproviderlocatedinthePEZAIndustrialParks,southofMetroManila HealsositsasDirectorofAcmePawnshops,Inc Hesitsasa Director of Basic Energy Corporation, a publicly listed company in the Philippine Stock Exchange engaged in oil and renewable energy exploration HeisalsoaDirectorofUnicapitalSecurities,Inc Mr MartirezisamemberoftheMakatiBusinessClub,Chartermemberofthe RotaryClubofMakatiAyalaandapastdirectorofthePhilippineFinanceAssociation Hehasacquiredanddevelopedprofessionalexpertise inthefieldofInvestmentBankingforthelast49years,since1976

Ms KarenG Singson, ManagingDirector Shehas extensiveexperience infinanceandinvestment banking, withabackgroundspanning bothgovernmentandinternationalinstitutions SheservedasUndersecretaryofFinanceforPrivatizationandtheOfficeofSpecialConcerns fortheRepublicofthePhilippines,andasChiefPrivatizationOfficeroftheDepartmentofFinance’sPrivatizationandManagementOffice from2010to2013 Priortohergovernmentservice,sheheldrolesininvestmentbankingatMacquarieCapitalcoveringthePhilippinesand at Swiss Re Capital Partners in New York, as well as in equity research at Morgan Stanley in New York and The Boston Company Asset Management in Boston She is a CFA Charter holder and holds an MBA from

and InternationalRelations,magnacumlaude,fromBrownUniversity

WhileMr MartirezandMs Singsonhaveextensiveexperienceinbusinessandfinance,theCodeofEthicsforprofessionalaccountantsisnot applicabletotheirprofessions

|COMPANYOVERVIEW

SEAFRONTRESOURCESCORPORATION

SeafrontResourcesCorporation(“SPM”orthe“Company”)wasregisteredwiththeSecuritiesandExchangeCommission(the“SEC”)onApril16,1970asanoil exploration and production company On October 18, 1996, the Company amended its Articles of Incorporation which provides for the revision of its primary purposeaholdingcompanyandtoincludeoilexplorationandproduction asoneofitssecondarypurposes TheCompanylisted itscommonsharesonthe PhilippineStockExchange(“PSE”)onMay7,1974

TheCompanymaintainsaportfolioofinvestmentsinstockstradedonthePSEandinPhilippineGovernmentSecurities Further,theCompanyalsohasfinancial assetsatFairValuethroughOtherComprehensiveIncome(“FVOCI”)consistingofquotedandunquotedsharesofstockheldforlong-terminvestmentpurposes

AsofSeptember30,2025,theCompany’sinvestmentportfolioconsistsofthefollowing: FinancialAssetsatFVTPL

DivestmentinHermosaEcozoneDevelopmentCorporation

(“HEDC”)

OnJanuary31,1997,theCompanyenteredintoaProjectShareholders’Agreementwith five other companies led by Investment and Capital Corporation of the Philippines (“ICCP”) and Penta Capital Investment Corporation (“PCIC”) to develop 500 to 600 hectaresofrawlandinHermosa,Bataanintoanewtownshipconsistingofindustrial estates,residentialcommunities,agolfandcountryclubandacommercialcenter

Over the years, HEDC has continued to pursue strategic initiatives to unlock and maximize the value of its real estate portfolio These efforts include the active dispositionofremainingsaleablelotsandtheacquisitionofadditionallandtosupport futuredevelopment In2024A,HEDCacquiredapproximately256,538squaremetersof landandsoldabout9,750squaremeters

As of 2024A, HEDC has historically declared and paid a total of PhP105 billion of dividends,whereinSPMreceiveditsshareintheamountofPhP012billion

OnJuly8,2025,theCompanydisclosedthesaleofits1133%equitystakeinHEDC,fora total cash consideration of PhP325 million The Company received an upfront cash paymentofPhP300million,whiletheremainingPhP25millionistobepaidthroughan earnoutbasedonfuturedividendsandrecordedasnon-currentassets Theproceeds fromthesalewillbeallocatedtofuturegrowthinitiativesandpotentialinvestmentsin theenergysector

Source:2025GeneralInformationStatement

OwnershipStructure

Source:2025GeneralInformationStatement

RaulM.Leopando Filipino ChairmanoftheBoard

NicasioI.Alcantara Filipino IndependentDirector

ChunBingG.Uy Filipino Director

JoseLuisF.Gomez Filipino Director

VictorV.Benavidez Filipino Director

ErnestineD.Villareal-Fernando Filipino IndependentDirector

MilagrosV.Reyes Filipino PresidentandDirector

BasilL.Ong Filipino IndependentDirector

CarlotaR.Viray Filipino Treasurer

SamuelV.Torres Filipino CorporateSecretary

Source:2025GeneralInformationStatement RelatedPartyTransactions–PetroEnergyResourcesCorporation

On April 1, 2022, the Company entered into a management agreement with PetroEnergy Resources Corporation (“PERC”), under which PERC provides management and technical services, including compliance, administration, and supervisionofoperations,finance,accounting,treasury,andgeneralservices Asof September 30, 2025, SPM owns 7,465,016 shares of PERC, representing a 131% beneficial ownership interest Other than seconded employees under the managementagreement,SPMdoesnothavedirectemployees

SeafrontResourcesCorporation| FairnessOpinionandValuationReport

2|INDUSTRYOVERVIEW

SeafrontResourcesCorporation|FairnessOpinionandValuationReport

MACROECONOMICENVIRONMENTINTHEPHILIPPINES

The Philippine Gross Domestic Product grew 55% year-on-year ("y-o-y") in 2Q25, mainly driven by (a) wholesale and retail trade, (b) repair of motor vehicles and motorcycles, (c) public administration anddefense,amongothers

All major economic sectors, namely (a) Agriculture, forestry, and fishing, (b) Industry, and (c) Services posted2Q25y-o-ygrowthratesof70%,21%,and69% respectively

The Asian Development Bank ("ADB") forecasts Philippine GDP growth of 56% in 2025F and 58% in 2026F driven by strong domestic demand and sustainedpublicinfrastructureinvestment

The Philippines’ headline inflation rate increased to 17%in9M25from15%inthepreviousmonth Average inflation year-to-date stood at 17%, lower than the 19%recordedinthesameperiodlastyear

Themonth-on-month(“m-o-m”)increaseinheadline inflation was mainly driven by higher prices of housing, water, electricity, gas, and other fuels, food and non-alcoholic beverages, and restaurants and accommodationservices,amongothers

Meanwhile,coreinflationeasedto26%in9M25,down from 27% in 8M25 and 24% in the same period last year

Source:BangkoSentralngPilipinas

In its latest monetary policy meeting, the BSP MonetaryBoarddecidedtoreducepolicyratesby25 basis points, citing a benign inflation outlook The Monetary Board observed that domestic economic growth has softened, partly due to governance concerns surrounding public infrastructure spending, whichhaveweighedonbusinessconfidence

As of October 15, 2025, the BSP has implemented a totalof175basispointsincumulativeratecutssince 8M24 to further accommodate growth amid easing inflationpressures

Notes:“RRP”–OvernightReverseRepurchaseRate; “OLF”–OvernightLendingFacilityRate; “ODF”–

Source:PhilippineStockExchange

6,094

AsofOctober15,2025,thePSEihasdeclinedby approximately 665% year-to-date and 1827% in the past 12 months reflecting continued cautionamonginvestors

Domestically, while monetary policy direction has become clearer following recent rate cuts by the BSP, investor sentiment remains tempered by sector-specific challenges and governance issues related to public infrastructure spending, which have weighed onbusinessconfidence

Source:BureauofTreasury

The Philippine 10-year government bond yield has remained relatively volatile over the past year, reflecting shifting market sentiment amid changing monetarypolicyexpectations

Theyield onthePhilippine10-yearGovernment Bond stood at 5866% as of October 15, 2025 The recent decline in yields is in line with the BSP Monetary Board’s 25-basis-point policy rate cut on October 9, 2025, which brought the benchmark rate down to 475%

Source:PhilippineStockExchange

|HISTORICALFINANCIALHIGHLIGHTS

• Core Revenues: SPM’s revenues primarily come from interest income on cash andcashequivalents,whichearninterestbasedonprevailingbankdepositand short-termplacementrates The6221%increaseininterestincomefrom2023A to2024A wasmainly attributable tothe placementof PhP100million ina362day promissory note, which carried a quarterly interest payment of 800% per annum and generated PhP594 million in income In addition, SPM also earns dividendincomefromitsequitysecuritiesholdings

• OtherComprehensiveIncome: SPM’sothercomprehensiveincomefrom2022A to2024Awasdriven by theincreaseinvalueofremaining realestate heldfor saleanddevelopmentbyHEDC,whereSPMholdsan1133%equityinterestasof 2024A Forthesaidperiod,SPM’stotalcomprehensiveincomestoodatPhP8802 millionafteraccountingforincometaxes,drivenbyaPhP11242millionincrease from its share in HEDC’s appraised value The fair value of the parcels of land wasdeterminedusingthenetassetvaluemethod,withthevaluationperformed byCuervoAppraisers,Inc,anSEC-accreditedindependentvaluer Asof2024A, the carrying value of SPM’s stake in HEDC on HEDC’s AFS stood at PhP60307 million

• ExpensesandCharges:SPM’sexpensesandchargesarecomposedofgeneral and administrative expenses, which include stock transfer expenses, professional fees and services, and management fees related to technical services rendered by PetroEnergy Resources Corporation (“PERC”), among others In 2024A, SPM recorded PhP837 million in net losses on fair value changes of financial assets at FVTPL, arising from its holdings of listed equity sharesinthePhilippineStockExchange(the“PSE”)

• Asset Composition: As of 2024A, the Company’s total assets stood at PhP77134million,largelycomposedoffinancialassetsatFVOCI,representing SPM’sstakeinHEDC,whichhadafairvalueofPhP60307millionasofyearend By3Q25,thesaleofSPM’sstakeinHEDChadbeencompleted,resulting inasignificantincreaseintheCompany’scashposition,furthersupportedby the maturity of notes receivable amounting to PhP100 million As of 3Q25U, SPMheldPhP38373millionincashandcashequivalents,whichearninterest at prevailing bank deposit and short-term placement rates SPM’s financial assetsatFVOCIasof3Q25UstoodatPhP2033million,consistingofholdings inPERC and investments in government securities; while financial assets at FVTPLstoodatPhP2955million,representingthemarketvalueofSPM’sequity holdings in PSE listed stocks In addition, the Company’s other non-current assets amounting to PhP2500 million relate to the remaining consideration from its divestment in HEDC, which is expected to be received through an earnoutarrangementbasedonfuturedividends

• Liabilities: As of 2024A, SPM’s total liabilities stood at PhP7549 million, primarily composed of deferred tax liabilities arising from the 15% deferred taxonunrealizedgainsfromunquotedsharesofstockclassifiedasfinancial assets at FVOCI, mainly attributable to its stake in HEDC By 3Q25, following thedivestmentofitsHEDCshares,therelateddeferredtaxliabilitywasfully reversed,resultinginasignificantdeclineintotalliabilities Asof3Q25,SPM’s total liabilities stood at only PhP022 million, consisting solely of accounts payableandaccruedexpenses

• CapitalStructure:Asof3Q25U,SPM’stotalequitystoodatPhP46281million, mainly composed of retained earnings of PhP29952 million for the same period, and common shares totaling PhP16300 million, representing 163,000,000shareswithaparvalueofPhP1pershare

• Cash Balance: As of 2024A, the Company’s cash balance decreased significantly from PhP11106 million to PhP1682 million, following the placementofPhP100millionina362-daypromissorynote,whichcarriesa quarterly interest rate of 800% per annum As of 3Q25U, Cash and Cash Equivalents rose from PhP1682 million to PhP38373 million in line with the maturity of its placement of PhP100 million in a 362-day promissory note throughRCBCCapitalCorporationaswellasSPM’sdivestmentofits1133% stakeinHEDCforatotalcashconsiderationofPhP325million

4|FINANCIALPROJECTIONS

ThefinancialforecastsandassumptionswerepreparedandprovidedbySPMmanagement

projections,forecastsor forward-lookingstatementsmadeavailablebySPMorUIthroughthisFOVRare

and

andunknownrisks,uncertaintiesand contingencies,manyofwhicharebeyondSPMmanagement’scontrol Movingforward,theprojectionperiodreferredtointhissectionpertainstoyears2025Fto2030F Figures mayslightlydifferfromthoseinthefinancialforecastsprovidedbySPMmanagementduetoroundingandformattingadjustments

Discussion

• ProjectedTotalAssets:Asof2025F,SPM’stotalassetsareprojectedtoreachPhP46717 million, primarily reflecting the sale of its stake in HEDC for a total consideration of PhP32500million,consistingof(1)PhP30000millioninupfrontcashand(2)PhP2500 million tobereceivedthroughanearnoutbasedonfuturedividendsfromtheshares sold, assumed to be fully collected by 2028F As per SPM Management, there are presentlynoplanstopayoutdividendsfromtheexistingcashbalance

• AssumptionsonOtherAssetsandLiabilitiesDuringtheprojectionperiod,SPM’sother asset accounts (ie, financial assets at FVTPL and FVOCI,

5|VALUATION

ASSET-BASEDAPPROACH

TheAsset-basedApproachmethodestimatesthenetresidualvalueoftheCompany'scommonsharesbycarefullyarrivingattheroundvalueofitsassets,andsubsequently deductingallitsliabilities,goodwill,andnon-controllinginterest(the“NetAssetValue”or“NAV”)

The Asset-Based Approach computes the value of a company or business based on its Book Value (“BV”), or the

valuation approach, the BV formula was applied to SPM’s latest

management

TotalConsiderationforHEDC

atFVOCI**

atFVTPL**

*Pro-formacomputationbasedoncarryingvalueofSPM’sstakeinHEDCasof2024Aand3Q25U **DifferencebetweenthecarryingvalueofSPM’sholdingsasofthemarketcloseonSeptember30,2025,relativeto2024Afigures.

Thepro-formaAdjusted2024ANAVwascalculatedbysubtractingthecarryingvalueofHEDCasof2024AandaddingbackthetotalconsiderationfromSPM’sdivestmentin HEDC(ie PhP325M);afteralsoincorporatingadjustmentstothecarryingvalueofSPM’sfinancialassetsatFVOCIandFVTPLasofSeptember30,2025,theAdjusted2024ANAV standsatPhP42008million,orapricepershareofPhP258

Using the Asset-based Approach, SPM’s indicative equity value ranges at PhP42008 million, PhP46281 million, and PhP46695 million for Adjusted 2024A, 3Q25U, and 2025F translatingtoapricepershareofPhP258,PhP284,andPhP286respectively

TheFinancialAdvisorisoftheopinionthattheAsset-Based ApproachusingBookValueisthemostsuitablemethodforvaluingSPM,astheCompany’srevenueisprimarily driven by interest income from cash and cash equivalents, which constitute the majority of its assets following the divestment of its 1133% stake in HEDC Furthermore, adjustmentstoSPM’sfinancialassetsatFVOCIandFVTPLasoftheSeptember30,2025cut-offfurtherenhancetheaccuracyofthisapproach Given

derivedfromitsholdings,thismethodprovidesafairandappropriatereflectionofitscurrent

positionpriortotheTransaction

RELATIVEVALUATION

ComparableTransactionsApproach(“CT”)

The Comparable Transactions (“CT”) approach is a form of relative valuation that estimates the worth of a company in the event of an acquisition, based on the valuation multiplesderivedfromcomparabletransactions TheCTapproachoperatesundertheassumptionthatcompanieswithsimilarcharacteristics,suchasindustry,size,andgrowth prospects,shouldhavecomparablevaluationsbasedonpricespaidinsimilartransactions

TheFinancialAdvisorconductedaglobalsearchforcompletedminoritystakeacquisitionsandM&Atransactionsoverthepast10years,targeting

withfinancialinvestmentsinequityandgovernmentsecurities(the“CTPeerGroup”) DetailsoftheselectedcomparabletransactionsarepresentedinAnnex

Report

Source:FactSetResearch.ImpliedP/Bwascomputedbydividingthetransactionpricebythebookvalueasofthemostrecentfinancialcutoff

Despitesimilaritiesinbusinessnatureandscale,theFinancialAdvisorisoftheviewthattheCPCMPeerGroupandCTPeerGroupshouldnotberelieduponindeterminingthefair valuerangeforSPM Thisisprimarilyattributabletotheerraticandhighlyvariablevaluationmultiplesobservedamongthesecompanies,withcertainpeersreportingnegativeor volatileearnings,whileothersexhibitrevenueprofilesthatdiffermateriallyfromSPM’spredominantlyinterest-basedincome Moreover,differencesinregulatoryenvironments acrossjurisdictionsfurtherlimitthecomparabilityofbothpeergroups

With respect to the CT Peer Group in particular, the significant dispersion of multiples highlights the lack of a clear relationship between transaction pricing and reported underlyingcompanyfundamentals

Accordingly,theFinancialAdvisorconsidersthatapplyingRelativeValuationtoSPM’scommonsharesmaynotprovideameaningfulindicationofvalue,giventheabsenceofa consistenttrendtoguidetheanalysis

RESULTSANDFAIRNESSOPINION

TheobjectiveofthisFOVRistodeterminethefairmarket

oftheTransactionas wellasthecurrentstateofSPM’soperationsandfinancialconditiontoarriveatafairvaluationofSPM’scommonshares The illustration summarizing the resulting market capitalization derived from the different valuation methodologies employed, and the Financial Advisor’s recommended valuation for the common shares of SPM, subject of the Transactioncanbeseenontheleft

Basedontheanalysisundertaken,theFinancialAdvisorconcludesthatthefairmarketvalueofSPM’scommonshares asofthedateofthisReportrangesbetweenPhP420.08millionandPhP462.81million,translatingtoapersharevalue ofPhP258toPhP284

TheFinancialAdvisorconsiderstheNAVapproachtobethemostsuitablemethodforvaluingSPM,astheCompany’s revenueisprimarilydrivenbyinterestincomefromcashandcashequivalents,whichconstitutethemajorityofitsassets followingthedivestmentofits1133%stakeinHEDC,andotherinvestmentsinlistedandunlistedequityandgovernment securities AdjustmentstoSPM’sfinancialassetsatFVOCIandFVTPLtoreflectmarketpricesasoftheSeptember30 2025 cut-offdatefurtherenhancetheaccuracyofthisapproach GiventhatSPM’svalueislargelyderivedfromitsholdings, thismethodprovidesafairandappropriatereflectionofitscurrentfinancialpositionpriortotheTransaction

RelativeValuationapproacheswerealsoconsideredbytheFinancialAdvisorbutwereultimatelyexcludedduetothe erraticandhighlyvariablevaluationmultiplesobservedamongtheCPCMPeerGroupandCTPeerGroup Somepeers reported negative or volatile earnings, while others had revenue profiles that differed materially from SPM’s predominantly interest-based income Additionally, differences in regulatory environments across jurisdictions further limitedthecomparabilityoftheaforementionedpeergroups

VWAPwasalsoexcludedasavaluationapproachforSPM’ssharesduetotherelativeilliquidityofthestock

TheDiscountedCashFlow(“DCF”)andDividendDiscountModel(“DDM”)approacheswerelikewisedeemedunsuitable WhileSPM’srevenuesappeartoberecurring,theyareprimarilyderivedfrominterestincomeoncashplacementsand short-terminvestments,whichareprojectedtoearnreturnsbasedonprevailingmarketdepositratesbasedonSPM’s current plans These returns are generally at or below the risk-free rate, making a DCF analysis uninformative as the discountingeffectwouldoutweighthemodestgrowthininterestincome Further,thecurrentfinancialprojectionsdonot capturethevalueofpotentialbutyet-to-be-identifiedfutureprojectssuchasrenewableenergyinvestmentsforwhich SPM is setting its excess cash aside Furthermore, the DDM approach was not applied, as SPM Management has confirmedthattheCompanydoesnotintendtodeclareordistributedividendsintheforeseeablefuture,withearnings expectedtoberetainedforreinvestmentandliquiditymanagement

IncomeStatement(inPhP’M)

Sheet(inPhP’M)

ThefinancialforecastsandassumptionswerepreparedandprovidedbySPMmanagementforthepurposeof

looking statements made available by SPM or UI through this FOVR are not guarantees of future performance and involve

and

and contingencies,manyofwhicharebeyondSPM’smanagement’scontrol Movingforward,theprojectionperiodreferredtointhissectionpertainstoyears2025Fto2030F Figures mayslightlydifferfromthoseinthefinancialforecastsprovidedbySPMmanagementduetoroundingandformattingadjustments

looking statements made available by SPM or UI through this FOVR are not guarantees of future performance and involve

and contingencies,manyofwhicharebeyondSPM’smanagement’scontrol Movingforward,theprojectionperiodreferredtointhissectionpertainstoyears2025Fto2030F

mayslightlydifferfromthoseinthefinancialforecastsprovidedbySPMmanagementduetoroundingandformattingadjustments

COMPARABLECOMPANIESDATA

COMPARABLETRANASCTIONSDATA

The Comparable Transactions (“CT”) approach is a form of relative valuation that

multiplesderivedfromcomparabletransactions TheCTapproach

have

prospects,

acquisitionsandM&Atransactionsoverthepast10years,targetinginvestment

Group”)

FactSet

EnterprisesLtd.

TTIEnterpriseLtd.

AprivategroupledbyJitendraRasiklalSanghaviagreedtoacquireanadditional174%minoritystakeinSitaEnterprisesLtd forINR489million(US$005 million)incashatINR925(US$11)persharethroughatenderofferscheduledfromJuly18toAugust7,2025,subjecttoregulatoryandRBIapprovals

A private group led by VS Ranganathan, Vasanthy Ranganathan, Bindu K C, Kanakavally Prathapan Karumanthra, Mridula Mukundan, and Sujith Venugopalan acquired an additional 111% stake in TTI Enterprise Ltd for INR268 million (US$04 million) in cash at INR95 (US$013) per share through a triggeredtenderofferunderasharepurchaseagreement,withtheofferperiodrunningfromApril19toMay2,2022

HISTORICALSTOCKPRICE(PSE:

SPM)

HISTORICALSTOCKPRICE(PSE:SPM)

03/19/25 2.00 03/18/25 2.00

03/17/25 2.00

03/16/25 2.00

03/15/25 2.00

03/14/25 2.00

03/13/25 2.00

03/12/25 2.00

03/11/25 2.10

03/10/25 1.85

03/09/25 1.85

03/08/25 1.85

03/07/25 1.85

03/06/25 1.85

03/05/25 1.85

03/04/25 1.85

03/03/25 1.85

03/02/25 1.85

03/01/25 1.85

CONFIRMATIONOFINDEPENDENCE

This application must be prepared in triplicate and completed in all parts:

1. SPM’s/Stock Transfer Agent’s Copy

2. Tender Offer Agent’s Copy

3. Applicant’s Copy

DO NOT COMPLETE THIS APPLICATION IF YOU ARE NOT OFFERING YOUR COMMON SHARES FOR PURCHASE BY THE BIDDER.

APPLICATION TO TENDER SHARES OF SEAFRONT RESOURCES CORPORATION

This Application to Tender Shares (the “Application”) of SEAFRONT RESOURCES CORPORATION (“SPM”) is intended for shareholders of SPM (the “Applicant” or “Tendering Shareholder”) who wish to tender their common shares of stock (the “Tender Shares”) under the terms and conditions of the tender offer undertaken by SPM (the “Terms of the Tender Offer”) attached as Annex A to this Application, which forms an integral part hereof in compliance with Section 19 of the Securities Regulation Code (the “Tender Offer”). SPM has also prepared SEC Form 19-1, which was filed with the Securities and Exchange Commission (the “SEC” or the “Commission”) and The Philippine Stock Exchange, Inc. (“PSE”) on January 27, 2026 (the “Tender Offer Report”). Unless otherwise specifically defined herein or the context otherwise requires, capitalized terms used in this Application have the same meaning given to them in the Tender Offer Report.

Each shareholder is advised to read and understand the provisions of SEC Form 19-1, the terms and conditions stated in this Application, and the Terms of the Tender Offer prior to making any decision. Inquiries and requests for assistance, and copies of SEC Form 19-1, may be directed to RCBC Securities, Inc. (the “Tender Offer Agent”) at its contact details appearing on the attached Terms of the Tender Offer.

The Application Form, together with the required attachments set forth below must be received by the Tender Offer Agent no later than 3:00 p.m. of February 27, 2026, unless extended by SPM with the approval of the SEC, at the time and date when the Tender Shares are tendered to SPM. SPM reserves the right to accept or reject any application to tender the Tender Shares, or to withdraw the Tender Offer, at its sole discretion.

REPRESENTATIONS AND WARRANTIES

The Applicant hereby represents and warrants to SPM as follows: (i) all information contained in the Application and its attachments are true and correct and that the signatures thereon are genuine, properly authorized and obtained without use of fraud, coercion or any other vice of consent; (ii) the Tender Shares have been validly issued, fully paid and non-assessable; (iii) the Tendering Shareholder is the registered and absolute legal and beneficial owner of, and has good and marketable title, to the Tender Shares; (iv) the Tendering Shareholder has obtained all the required approvals and authorizations to enable it/him/her to transfer the Tender Shares to SPM, and there is no objection, adverse claim, dispute or notice concerning its/his/her right to tender and transfer the Tender Shares; (v) on the Cross Date, SPM will obtain full and valid title to the Tender Shares, free and clear from any warrants, interests, options, liens, claims and encumbrances and will be able to freely and fully exercise all rights and privileges arising from ownership of such Tender Shares; (vi) for corporate shareholders, the transfer of the Tender Shares to SPM shall not constitute a breach of the constitutive documents of the Tendering Shareholder or of any agreement or arrangement, law, order, regulations or other issuances applicable to the Tender Shares or the Tendering Shareholder; and (vi i) each Tendering Shareholder has read and understood, and has relied solely upon the provisions of the Tender Offer Report, and any and all documents and materials provided by SPM, in connection therewith or in relation thereto, and the terms and conditions of the Tender Offer as stated therein, and unconditionally accepts such terms and conditions. The Tendering Shareholder understands that no person has been authorized to give information or to make any representation with respect to the Tender Offer other than those specified and made in the Tender Offer Report.

The Applicant, in executing this Application, confirms that it/he/she: (i) has paid all the customary selling charges, including broker’s commission and all relevant taxes thereon, for the Tender Shares; (ii) has read and understood and unconditionally accepted the Terms of the Tender Offer and Instructions to Participating Brokers attached to this Application (as applicable); (iii) warrants having read and understood and relied solely upon the provisions of SEC Form 19-1 and the terms and conditions stated herein, and unconditionally accepts said terms and conditions; and (iv) understands that no person has been authorized to give information or to make any representation with respect to the Tender Offer other than those specified and made in the SEC Form 19-1.

The Applicant further authorizes SPM, the Tender Offer Agent, and RCBC Trust Corporation (the “Stock Transfer Agent”), to collect, process, retain, share, dispose and destroy such information that are required to enable SPM, the Tender Offer Agent and the Stock Transfer Agent to carry out their duties under the Tender Offer, including personal, sensitive or privileged information of such Applicant. In addition, by signing this Application, the Applicant hereby (i) consents to the collection, processing, retention, sharing, disposal and destruction by the foregoing of the information contained herein (the “Information”) and (ii) acknowledges receipt of notice of and consents to the following:

(a) SPM, the Tender Offer Agent, and the Stock Transfer Agent shall collect, process, retain, share, dispose and destroy the Information in accordance with the Data Privacy Act of 2012 and its Implementing Rules and Regulations (“IRR”).

(b) SPM, the Tender Offer Agent, and the Stock Transfer Agent shall not sell, trade or otherwise share the Information for marketing purposes to third parties without the consent of the Applicant. SPM, the Tender Offer Agent, and the Stock Transfer Agent may disclose the Information to:

(1) government or regulatory agencies if required by applicable law or by an order of government or regulatory agency or if reasonably determined by SPM, the Tender Offer Agent, or the Stock Transfer Agent to be necessary in relation to the use of the Information in connection with the provision of any service related to thisApplicant’s account and for data processing, storage, retention, collection, sharing, disposal and destruction as may be necessary for the provision of such service, antimoney laundering monitoring, review and reporting and for purposes of complying with any law or regulation (the “Purpose”), for law enforcement purposes, national security or public interest;

(2) its employees, directors, officers, representatives, agents and service providers if SPM, the Tender Offer Agent, and the Stock Transfer Agent deem it reasonably necessary in relation to the Purpose; and

(3) its subsidiaries and affiliates as well as employees, directors, officers, representatives, agents and service providers of such subsidiaries and affiliates if SPM, the Tender OfferAgent, and the Stock TransferAgent deem it reasonably necessary in relation to the Purpose.

(c) The Applicant has rights and remedies relating to the processing of the Information under the Data Privacy Act of 2012, its IRR and under applicable laws, such as, but not limited to the right to access the Information in accordance with the procedures of SPM, the Tender Offer Agent, and the Stock Transfer Agent to have it corrected in accordance with the procedures of SPM, the Tender Offer Agent, the Stock Transfer Agent and to file a complaint with the appropriate government agency. Please refer to the National Privacy Commission for details of such rights and remedies.

(d) The Applicant may address any concerns or questions regarding the processing of the Information to the Data Privacy Officer of the relevant (i) SPM, (ii) Tender Offer Agent, and/or (iii) Stock Transfer Agent, if any. If this Application is executed by a broker, custodian bank, or any of the PSE Trading Participants (the “PCD Participant” or “Participating Broker/s”), the PCD Participant hereby represents and warrants that:

(i) it is duly licensed under applicable law and regulations and has the full power and authority to act on behalf of its client in connection with the tender of its client’s SPM’s shares in the Tender Offer.

(ii) it has obtained all necessary authorizations, consents, and approvals from its clients to tender the client’s SPM shares in the Tender Offer in accordance with these Terms of the Tender Offer, and such authorizations are in full force and effect.

(iii) it has provided its client with all material information regarding the Tender Offer, including the delivery of the required notice/s under applicable rules, and the implications/impact of tendering the SPM shares, enabling its client to make an informed decision.

(iv) it has disclosed to the client all fees, taxes, charges and commissions related to the Tender Offer, and the client has acknowledged and agreed to such fees, taxes, charges, and commissions.

(v) it will comply with all applicable laws, rules, and regulations in connection with the tender of the client’s SPM’s shares in the Tender Offer.

(vi) it holds, as a custodian or nominee, the SPM shares of its clients that are being tendered in this Tender Offer, and it has full authority to transfer the Tender Shares to SPM or its Tender Offer Agent.

(vii) it represents that the SPM shares being tendered on behalf of its client are validly held by its client and are free from any liens, encumbrances, or adverse claims.

(viii) it will transfer the Tender Shares of its clients to SPM in accordance with these Terms of the Tender Offer, ensuring that all necessary actions are taken to facilitate the transfer.

(ix) it represents that its execution, delivery, and performance of its obligations under this Tender Offer will not conflict with, or result in a breach of any agreement or instrument to which the PCD Participant is a party or by which it is bound.

Applicant’s/ PCD Participant’s Full Name (IN PRINT)

Applicant’s Address

Applicant’s Signature Tel No(s) TIN/ Passport Nationality

APPLICATION TO TENDER SHARES

I/We hereby apply to tender the following common shares of SPM under the terms stated or referred to herein, and the Terms of the Tender Offer:

Certificate Number(s)

of Shares Represented by Each Certificate

ACKNOWLEDGEMENT

Tender Offer Agent’s Certification Acceptance

We received this Application, with all the required attachments below on ___________, at __________ a.m./p.m.

Tender Offer Agent’s

Authorized Signatory

This Application is hereby accepted for _____________ common shares of SPM, subject to the terms and conditions set forth herein, and the Terms of the Tender Offer.

Buyer

Authorized Signatory

REQUIRED ATTACHMENTS TO THIS APPLICATION

A valid tender of the Tender Shares shall be made by completing and delivering this Application, which, along with the following attachments, must be received by the Tender Offer Agent not later than 3:00 p.m. of February 27, 2026.

Tendering Shareholders whose shares are lodged with the Philippine Depository Trust Corporation (“PDTC”) who wish to offer all or a portion of their Tender Offer Shares for sale to the Bidder should instruct their brokers (Participating Brokers) to accomplish and submit, on their behalf, the duly accomplished Application, together with all the requirements as stated herein, to the Tender Offer Agent at its address as stated herein, and instruct their Participating Broker to electronically transfer their Common Shares to the Tender Offer Agent for receipt by the Tender Offer Agent prior to 3:00 p.m. of February 27, 2026

For those whose stock certificate/s covering the Tender Share/s is/are lost, such shareholder(s) should submit to the designated PCD Participant, and such PCD Participant shall deliver to the Tender Offer Agent along with the Application no later than five (5) trading days prior to the end of the Tender Offer Period, the following: (i) one (1) original of a duly notarized affidavit of loss (in substantially the form of Annex B to the Application; (ii) copy of the affidavit of loss as published in a newspaper of general circulation; (iii) affidavit of publication (of affidavit of loss); and (iv) bond in the amount of twice the closing price per share of the SPM shares as of the date of execution of the affidavit of loss, multiplied by the number of shares covered by each lost stock certificate.

(b) IF THE APPLICANT IS AN INDIVIDUAL

Two (2) valid identification cards with the stockholder’s photographs and specimen signature, a duly accomplished signature card containing the specimen signature of the stockholder verified by its broker, and a duly notarized Special Power of Attorney, if he is acting through an attorney-in-fact (See Annex C).

(i) Notarized Board Resolution (substantially in the form of the Secretary’s Certificate attached as Annex D to the Application, authorizing the sale of the Tender Shares, designating signatories for the purpose and indicating the specimen signatures of those signatories. (ii) Copy of the SEC Registration or equivalent constitutive document certified as true copy of the original by the Corporate Secretary or equivalent person having official custody of company records. (iii) Copy of latest Articles of Incorporation and By-Laws of the Applicant or equivalent constitutive document certified as true copy of the original by the Corporate Secretary or equivalent person having official custody of company records. (iv) Duly accomplished signature cards containing the specimen signature of the Applicant’s designated authorized signatories and verified by the Applicant’s Corporate Secretary or equivalent person having official custody of company records. (v) Copy of latest General Information Sheet (“GIS”) filed with SEC and certified as true copy of the original by the Corporate Secretary or equivalent person having official custody of company records. (vi) For corporations based abroad, if a document that is required to be notarized is executed abroad and the country where it was executed is a member state of the Apostille Convention, then it must be authenticated by the Office of the Philippine Consul in the country where the document is executed.

(d) IF THE APPLICANT IS A PARTNERSHIP

(i) Copy of SEC Registration or equivalent constitutive document certified as true copy of the original by the Partnership Secretary or equivalent person having official custody of the partnership records. (ii) Copy of the latest Articles of Partnership of the Applicant or equivalent constitutive document certified as true copy of the original by the Partnership Secretary or equivalent person having official custody of the partnership records. (iii) Notarized Partnership Resolution (in substantially the form of the Partners’ Certificate attached as Annex E to the Application) authorizing the sale of the Tender Shares, designating signatories for the purpose and indicating the specimen signature of the signatories. (iv) Duly accomplished signature cards containing the specimen signature of the Applicant’s designated authorized signatories and verified by the Applicant’s Partnership Secretary or equivalent person having official custody of the partnership records. (vii) For partnerships based abroad, if a document that is required to be notarized is executed abroad and the country where it was executed is a member state of the Apostille Convention, then it must be authenticated by the Office of the Philippine Consul in the country where the document is executed.

TERMS AND CONDITIONS OF THE TENDER OFFER FOR THE COMMON SHARES OF SEAFRONT RESOURCES CORPORATION

Buyer

Seafront Resources Corporation

Subject Company Seafront Resources Corporation

Subject Shares up to Thirty-Four Million Five Hundred Eighty Thousand (34,580,000) common shares (“Tender Shares”)

Tender Offer Price Php 2.70 per share

The Tender Offer Price will be paid by the Company, subject to the Terms of the Tender Offer, at the Settlement Date.

Payment of the price of Tender Shares validly tendered and accepted for payment shall be by way of checks which shall be made available for pick up at the office of the Tender Offer Agent, at 21st Floor, Tower 2, RCBC Plaza, 6819 Ayala Avenue, Makati City on Settlement Date.

The total Tender Offer Price does not include the following customary selling charges which shall be for the account of the Tendering Shareholder:

(a) Stock transaction tax: 0.1% of the aggregate value of the Tender Shares at the Tender Offer Price;

(b) Securities Clearing Corporation of the Philippines fee: 0.01% of the aggregate value of the Tender Shares at the Tender Offer Price;

(d) SEC Fee: 0.005%of the aggregate value of the Tender Shares at the Tender Offer Price; and

(e) Securities Investor Protection Fund fee: 0.001% of the aggregate value of the Tender Shares at the Tender Offer Price, (collectively, the Selling Charges).

After deducting the Selling Charges (other than broker’s commission) from a Tendering Shareholder’s tender proceeds, the net Tender Offer Price is estimated to be Php 2.697 per share. If the Tendering Shareholder will lodge its shares through the Tender Offer Agent, other fees such as lodgment fee and EQ trade transfer fee (as applicable) will be for the account of the Company. If the Tendering Shareholder will lodge its shares through a different PSE authorized broker, other fees such as lodgment fee and EQ trade transfer fee (as applicable) will be for the account of the Tendering Shareholder. The selling broker’s commission, including value added tax, shall be payable by the Tendering Shareholder, subject to mutual agreement between the Tendering Shareholder and the broker.

Tender Offer Period

Cross Date March 10, 2026

Settlement Date March 12, 2026

Tender Offer Agent

Stock Transfer Agent

Application to Tender Shares

RCBC Securities, Inc

Address: 21st Floor, Yuchengco Tower II, RCBC Plaza, 6819 Ayala Avenue, Makati City

Contact Person: Ms. Karen Movilla

RCBC Trust Corporation

Address: Ground Floor, Grepalife Building, Sen Gil Puyat Avenue, Makati City 0727

Contact Person: Mr. Antonio Madrid, Jr.

(i) Duly accomplished Application to Tender Shares (in duplicate);

(ii) Lodgment of SPM shares in favor of the Tender Offer Agent;

Lodgment with the Philippine Depository & Trust Corporation (“PDTC”)

Tender Shares must be received by the Tender Offer Agent in scripless form not later than 3:00 p.m. on February 27, 2026.

To ensure prompt receipt by the Tender Offer Agent:

Acceptance of Tender Shares

Payment for the Shares

The Buyer shall be deemed to have accepted for payment all SPM Shares validly tendered and not properly withdrawn when it gives a notice of acceptance to the Tender Offer Agent.

Withdrawal

A Tender Seller shall have the right to withdraw any Tender Shares tendered to the Buyer, at any time during the Tender Offer Period.

Taxes and Other Expenses

Representations and Warranties of the

Tender Seller

All expenses incurred by the Tender Offer Agent in respect of withdrawal of Tender Shares shall be for the account of the Tender Seller making the withdrawal.

By accepting the Tender Offer, the Tender Seller is deemed to have represented and warranted to the Buyer as follows:

(ii) It/he/she can and has full authority to transfer good, valid, and clean title to its/his/her Tender Shares under the Tender Offer, and

Application Form and SEC Form 191

Copies of the Application Form and the SEC Form 19-1 are also available from the following:

SEAFRONT RESOURCES CORPORATION

7th Floor JMT Building, ADB Avenue, Ortigas Center, Pasig City 1605

Email Address: corpaffairs@seafrontresources.com.ph

Attention: Ms. Maritess D. Reyes

RCBC SECURITIES CORPORATION

21F, Yuchengco Tower II, RCBC Plaza, 6819 Ayala Avenue, Makati City Contact Number: 8894-9000 loc. 1676

Attention: Ms. Karen Movilla

AFFIDAVIT OF LOSS

I, _____________, of legal age, ___________ (Nationality), single/married, with address at ______________, after being duly sworn in accordance with law, depose and say that:

1. I am the registered sole legal stockholder of _____________ (___) common shares (the “Tender Shares”) of Seafront Resources Corporation (“SPM”), represented by certificate number (s) ______________ (the “Original Certificate(s)”).

2. I have not sold, conveyed, or otherwise transferred any of the record or beneficial ownership in the Tender Shares represented by the Original Certificate(s), or any interest therein, and no other person has any right, title or interest in or to any of the Tender Shares.

3. The Original Certificate(s) was/were not endorsed for transfer.

4. The Original Certificate(s) has/have been lost, destroyed, or stolen and despite diligent search the same has not been found or produced.

5. I have not sold, assigned, pledged, or otherwise transferred the Original Certificate(s) or the Tender Shares or any interest therein.

6. I have not taken any action which would give any other person or entity any rights or interests in the Tender Shares.

7. I have not granted any person a power of attorney to exercise the rights of Holder with respect to the Tender Shares.

8. This Affidavit of Loss is made to induce SPM to substitute this Affidavit of Loss for the Original Certificate(s) for all purposes in connection with my tender of the Tender Shares to SPM under the terms and conditions of the tender offer undertaken by SPM.

9. In consideration of the foregoing, I agree to indemnify and hold SPM and any successor corporation harmless from any and all actions and suits, and from and against any and all losses, damages, costs, expenses and liabilities whatsoever which it may sustain or incur by reason of such reliance on my representations in this Affidavit of Loss.

10. I further agree that in the event the Original Certificate(s) shall come into my possession, I shall forthwith surrender and deliver the same to SPM or any successor corporation or entity for cancellation.

IN WITNESS HEREOF, I have hereunto set my hands this ____________ at ____________, Philippines.

TENDERING SHAREHOLDER

SUBSCRIBED AND SWORN TO before me this ___________ day of ________________, affiant exhibiting to me his/her Passport No. __________________ issued on _____________ at ___________.

Doc. No. _____; Page No. _____; Book No. _____; Series of

ANNEX C

Sample form (For Individual Shareholders)

SPECIAL POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

I, __________ of legal age, single/married, with residence at ______________ hereby name, constitute and appoint ________________________, to be my true and lawful attorney, in my name, place and stead, to do any of the following acts, in relation to the offer of Seafront Resources Corporation (“SPM” or the “Buyer”) to reacquire its common shares (“SPM Shares”):

a. To sell/tender ______ (____) SPM Shares registered in my name to SPM for a purchase price of ₱2.70 per share and in accordance with the Terms of the Tender Offer (“Tender Shares”)

b. To sign any and all documents necessary to effect the transfer of the Tender Shares from my name to the Buyer (other than to endorse the stock certificates which endorsement shall be made by me as the stockholder-of-record);

c. To receive payment for the Tender Shares from the Tender Offer Agent of the Buyer net of taxes and reasonable expenses as indicated in the Terms of the Tender Offer; and

d. To do or cause to be done any and all acts and deeds as may be necessary to effect the sale/tender of the Tender Shares.

HEREBY GIVING AND GRANTING unto the said attorney (whose signature appears below) full powers and authority to do and perform all and every act requisite or necessary to carry into effect the foregoing authority, as fully to all intents and purposes as I might or could lawfully do if personally present, with full power of substitution and revocation and hereby ratifying and confirming all that the said attorney or his/her substitute/s shall lawfully do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this ______ day of ______ at _______________.

TENDERING STOCKHOLDER

ATTORNEY-IN-FACT

ACKNOWLEDGMENT

BEFORE ME, a Notary Public for and in __________, personally appeared ________________with Passport No. ______________________ issued on _________________, known to me and to me known to be the same person who executed the foregoing Special Power of Attorney and he/she acknowledged to me that the same is his/her free and voluntary act and deed.

Doc. No. _____; Page No. _____; Book No. _____; Series of

SECRETARY’S CERTIFICATE

I, ______________________, of legal age, Filipino, and with office address at _________________________________ in accordance with law, depose and state that:

1. I am the duly elected Corporate Secretary of ________________________ (the “Corporation”), a corporation duly organized and existing under the laws of the Republic of the Philippines, with principal office at ________________________.

2. At a regular/special meeting of the Board of Directors of the Corporation held on ____________________ at which meeting a quorum was present, the Board of Directors approved the following resolutions:

RESOLVED, that in relation to the offer of Seafront Resources Corporation (“SPM”) to reacquire its common shares (“SPM Shares”), the Corporation is hereby authorized to sell its __________________________ (__________) SPM Shares registered in the name of the Corporation to SPM for the price of ₱2.70 per share and in accordance with the Terms of the Tender Offer (“Tender Shares”);

RESOLVED FURTHER, that the Corporation authorizes, as it hereby authorizes any _______ (__) of the following: (a) to sign any and all documents necessary to implement the foregoing resolution, including to endorse the stock certificates covering the Tender Shares, (b) to receive payment for the Tender Shares from the Tender Offer Agent of the Buyer net of taxes and reasonable expenses, and (c) do or cause to be done any and all acts and deeds as may be necessary to effect the sale/tender of the Tender Shares.

NAME

SIGNATURE

3. The foregoing resolutions have not been revoked, amended or modified and remain valid and binding on the Corporation.

4. The foregoing is in accordance with the records of the Corporation.

SUBSCRIBED AND SWORN TO before me this ___________ day of ________________, affiant exhibiting to me his/her Passport No. __________________ issued on _____________ at ___________.

Doc. No. _____; Page No. _____; Book No. _____; Series of _____.

PARTNERSHIP RESOLUTION

We, the undersigned partners, of _____________, all of legal age, Filipinos, and with office address at _________________________________________, after being duly sworn in accordance with law, hereby certify that:

1. At the duly constituted meeting of __________________ (hereinafter referred to as the “Partnership”) held on __________________, during which a quorum was present and acting throughout, the Partners passed and approved the following resolutions:

RESOLVED, that in relation to the offer of Seafront Resources Corporation (“SPM”) to reacquire its common shares (“SPM Shares”), the Partnership is hereby authorized to sell, convey or transfer its __________ (__) SPM Shares registered in the name of the Partnership to SPM for the price of ₱2.70 per share and in accordance with the Terms of the Tender Offer (the “Tender Shares”);

RESOLVED, FURTHER, that the Partnership authorizes any ___ (__) of the following, whose specimen signatures appear beside their respective names: (a) to sign any and all documents necessary to implement the foregoing resolution, including to endorse the stock certificates covering the Tender Shares, (b) to receive payment for the Tender Shares net of taxes and reasonable expenses, and (c) do or cause to be done any and all acts and deeds as may be necessary to effect the sale, conveyance or transfer of the Tender Shares.

NAME SIGNATURE

2. The foregoing resolutions have not been revoked, amended or modified and remain valid and binding on the Partnership.

3. The foregoing is in accordance with the records of the Partnership.

SUBSCRIBED AND SWORN TO before me this ___________ day of ________________, affiant exhibiting to me his/her Passport No. __________________ issued on _____________ at ___________.

Doc. No. _____; Page No. _____; Book No. _____; Series of

Form of Instructions to Participating Brokers

INSTRUCTION TO BROKERS

In connection with the tender offer of Seafront Resources Corporation (“SPM” or the “Company”) to reacquire up to Thirty-Four Million Five Hundred Eighty Thousand (34,580,000) common shares, the following are the instructions for Participating Brokers whose clients are accepting the said offer:

1. The Terms of the Tender Offer form part of these instructions.

2. Participating Brokers are required to electronically transfer the shares being tendered by their clients (“Tender Shares”) to RCBC Securities, Inc. (the “Tender Offer Agent”), Philippine Depository and Trust Corporation (“PDTC”) Account No. 21700000000. The Tender Offer Agent will act as custodian for such Tender Shares.

3. For each Participating Broker transacting a transfer of the Tender Shares to the Tender Offer Agent, the PDTC’s charges for the share transfer and any subsequent withdrawal will be for the Participating Broker’s account.

Only those shares electronically transferred to the Tender Offer Agent as of 3:00 p.m. on February 27, 2026 are eligible for the Tender Offer.

For orderly transfer and accurate tracking, the Participating Broker should deliver in original, a letter to the Tender Offer Agent (in the form attached as Annex A) citing the exact number of shares being transferred under the tender offer.

Please email the letter to the Tender Offer Agent to the following:

RCBC SECURITIES, INC.

21F, Yuchengco Tower II, RCBC Plaza, 6819 Ayala Avenue, Makati City

Attention: Ms. Karen Movilla

Email: rsecsettlement@rcbc.com

Contact Number: 8894-9000 loc. 1676

The Tender Offer Agent will email the Participating Broker a confirmation notice of receipt of the letter.

Form of Instructions to Participating Brokers

ANNEX A

LETTER TO TENDER OFFER AGENT FROM PARTICIPATING BROKERS DELIVERING THE SHARES OF THEIR CLIENT

[Date]

[Tender Offer Agent]

Gentlemen:

[Name of Participating Broker] is delivering ______ (___) common shares of Seafront Resources Corporation (“SPM”) from our clients who wish to participate in the Tender Offer made by SPM under the Terms of the Tender Offer (Exhibit A to the SEC Form No. 19-1 filed by SPM on January 27, 2026, which we have read and understood).

Our clients commit to sell/tender the Tender Shares and authorize RCBC Securities, Inc. (the “Tender Offer Agent”) to tender these Tender Shares under the Terms of the Tender Offer. These Tender Shares will be held in custodianship by the Tender Offer Agent until such time that the transfer of these shares to SPM has been effected by the Tender Offer Agent.

Very truly yours,

[Participating Broker’s Name]

By: ____________________

Signature over Printed Name of Authorized Signatory/Signatories

PCD Account No.:_______________________

Telephone Number:______________________

The Tender Offer Agent hereby accepts ___________ SPM Shares from ______________ and shall hold these shares in custody under the Terms of the Tender Offer.

Acceptance and Conforme:

RCBC Securities, Inc.

Date: ____________________

January 27, 2026

Announcement of Intention to Make a Tender Offer

TO SHAREHOLDERS OF COMMON SHARES OF SEAFRONT RESOURCES CORPORATION

This is to advise you that SEAFRONT RESOURCES CORPORATION (the “SPM” or the “Company”) intends to acquire through a voluntary tender offer pursuant to Section 19 of the Securities Regulation Code (the “Tender Offer”), the shares owned by the investing public. The subject of this Tender Offer is Thirty Four Million Five Hundred Eighty Thousand (34,580,000) common shares of stock of SPM, representing Twenty One and Twenty One Hundredths percent (21.21%) of the outstanding common shares (the “Tender Shares”), at a price of Two Pesos and Seventy Centavos (₱2.70) per share, or an aggregate price of Ninety Three Million Three Hundred Sixty-Six Thousand Pesos (₱93,366,000.00).

A Tender Offer Report (in the form of SEC Form 19-1, including its annexes, exhibits and schedules) will be filed with the Securities and Exchange Commission and The Philippine Stock Exchange, Inc.

The Company intends to commence the voluntary tender offer at 9:00am on January 29, 2026 and close at 3:00 p.m. on February 27, 2026 The other terms of the voluntary tender offer shall be announced on the date of the commencement of the voluntary tender offer. Copies of the Tender Offer Report and the relevant tender offer materials will be sent to each shareholder of the SPM Shares.

The foregoing announcement is made in compliance with Rule 19.5 of the 2015 Implementing Rules and Regulations of the Securities Regulation Code.

Very truly yours,

SEAFRONT RESOURCES CORPORATION

ATTY. SAMUEL V. TORRES Corporate Secretary

NOTICE OF THE TENDER OFFER TO THE SHAREHOLDERS OF SEAFRONT RESOURCES CORPORATION

TO ALL SHAREHOLDERS OF SEAFRONT RESOURCES CORPORATION:

All shareholders of SEAFRONT RESOURCES CORPORATION (the “SPM” or the “Company”) are hereby notified that SPM filed a Tender Offer Report (in the form of SEC Form 19-1, including its annexes, exhibits and schedules) with the Securities and Exchange Commission (“SEC”) and The Philippine Stock Exchange, Inc. (“PSE”) in connection with its public tender offer to acquire up to Thirty Four Million Five Hundred Eighty Thousand (34,580,000) common shares of stock of SPM, representing Twenty One and Twenty One Hundredths percent (21.21%) of the Issued Shares (the “Tender Shares”).

Tender Offer Period and Price:

The Tender Offer will commence at 9:00 a.m. on January 29, 2026 and end at 3:00 p.m. on February 27, 2026. The Offer for the Tender Shares shall be at a price of ₱2.70 per share, which was deemed appropriate based on the Fairness Opinion and Valuation Report issued by Unicapital, Inc. on December 15, 2025.

Sufficiency of Funds and Key Dates

Rizal Commercial Banking Corporation confirms that the Company has available resources for the full implementation of the Tender Offer. Tender Shares validly tendered to and duly accepted for payment by the Company are intended to be crossed at the Philippine Stock Exchange, Inc. on March 10, 2026 (the “Cross Date”). Settlement Date shall be on March 12, 2026.

Check payments for Tender Shares duly accepted for payment shall be made available for pick-up by the tendering stockholder (the “Tender Seller”) or his/its duly authorized representative, from the Tender Offer Agent at its offices between 9:00 a.m. and 3:00 p.m. on Settlement Date. When collecting payment, the Tender Seller shall be required to present the Application Form duly conformed and accepted by the Buyer together with the proper identification documents. A duly authorized representative shall be required to present an authorization letter from the Tender Seller and proper identification.

Requirements for Tendering Shareholders

A valid tender of the Tender Shares shall be made by accomplishing and delivering the Application Form, which, along with the following attachments, must be received by the Tender Offer Agent not later than 3:00 p.m. of February 27, 2026.

(a) Original SPM stock certificates duly endorsed to the designated PCD Participant for lodgment and to be verified by the Tender Offer Agent with the Stock Transfer Agent, as valid and authentic certificates. Tendering Shareholders whose shares are lodged with the Philippine Depository Trust Corporation (“PDTC”) who wish to offer all or a portion of their Tender Offer Shares for sale to the Bidder should instruct their brokers (Participating Brokers) to accomplish and submit, on their behalf, the duly accomplished Application, together with all the requirements as stated herein, to the Tender Offer Agent at its address as stated herein, and instruct their Participating Broker to electronically transfer their Common Shares to the Tender Offer Agent for receipt by the Tender Offer Agent prior to 3:00 p.m. of February 27, 2026

For those whose stock certificate/s covering the Tender Share/s is/are lost, such shareholder(s) should submit to the designated PCD Participant, and such PCD Participant shall deliver to the Tender Offer Agent along with the Application no later than five (5) trading days prior to the end of the Tender Offer Period, the following: (i) one (1) original of a duly notarized affidavit of loss (in substantially the form of Annex B of the Application to Tender Form; (ii) copy of the affidavit of loss as published in a newspaper of general circulation; (iii) affidavit of publication (of affidavit of loss); and (iv) bond in the amount of twice the closing price per share of the SPM shares as of the date of execution of the affidavit of loss, multiplied by the number of shares covered by each lost stock certificate.

(b) IF THE APPLICANT IS AN INDIVIDUAL

(c) IF THE APPLICANT IS A CORPORATION

(i) Notarized Board Resolution (substantially in the form of the Secretary’s Certificate attached as Annex D of the Application to Tender Form), authorizing the sale of the Tender Shares, designating signatories for the purpose and indicating the specimen signatures of those signatories. (ii) Copy of the SEC Registration or equivalent constitutive document certified as true copy of the original by the Corporate Secretary or equivalent person having official custody of company records. (iii) Copy of latest Articles of Incorporation and By-Laws of the Applicant or equivalent constitutive document certified as true copy of the original by the Corporate Secretary or equivalent person having official custody of company records. (iv) Duly accomplished signature cards containing the specimen signature of the Applicant’s designated authorized signatories and verified by the Applicant’s Corporate Secretary or equivalent person having official custody of company records. (v) Copy of latest General Information Sheet (“GIS”) filed with SEC and certified as true copy of the original by the Corporate Secretary or equivalent person having official custody of company records. (vi) For corporations based abroad, if a document that is required to be notarized is executed abroad and the country where it was executed is a member state of the Apostille Convention, then it must be authenticated by the Office of the Philippine Consul in the country where the document is executed.

(d) IF THE APPLICANT IS A PARTNERSHIP

(i) Copy of SEC Registration or equivalent constitutive document certified as true copy of the original by the Partnership Secretary or equivalent person having official custody of the partnership records. (ii) Copy of the latest Articles of Partnership of the Applicant or equivalent constitutive document certified as true copy of the original by the Partnership Secretary or equivalent person having official custody of the partnership records. (iii) Notarized Partnership Resolution (in substantially the form of the Partners’ Certificate attached as Annex E of the Application to Tender Form) authorizing the sale of the Tender Shares, designating signatories for the purpose and indicating the specimen signature of the signatories. (iv) Duly accomplished signature cards containing the specimen signature of the Applicant’s designated authorized signatories and verified by the Applicant’s Partnership Secretary or equivalent person having official custody of the partnership records. (vii) For partnerships based abroad, if a document that is required to be notarized is executed abroad and the country where it was executed is a member state of the Apostille Convention, then it must be authenticated by the Office of the Philippine Consul in the country where the document is executed

The Tender Sellers shall have the right to withdraw the Tender Shares at any time during the Tender Offer Period, by filing a written notice of withdrawal with the Tender Offer Agent before 3:00 p.m. of February 27, 2026.

Tendering Shareholders are advised to read the Application Form, the Tender Offer Report (including the Terms and Conditions of the Tender Offer appended as Exhibit A thereof) as filed by the Bidder with the SEC and the PSE.

For queries, please contact the Tender Offer Agent through the following:

RCBC SECURITIES, INC.

21st Floor, Yuchengco Tower II, RCBC Plaza, 6819 Ayala Avenue, Makati City

Attention: Ms. Karen Movilla

Email: rsecsettlement@rcbc.com

Contact Number: 8894-9000 loc. 1676

Copies of the Application Form and the Tender Offer Report may also be obtained by Common Shareholders from the Tender Offer Agent.

Yours Truly, SEAFRONT RESOURCES CORPORATION

ATTY. SAMUEL V. TORRES Corporate Secretary