Shareholders of Dominion Holdings Inc. have approved the company's proposed merger with Indophil Resources Philippines Inc. and Sonar Holdings Inc., advancing a transaction that will bring control of the Tampakan Copper-Gold Project in South Cotabato into the listed company.
Dominion said the merger was approved during its annual shareholders' meeting on Sept. 14, along with a waiver of the rights or public offer by the majority of minority shareholders for the new Dominion shares to be issued to Indophil and Sonar shareholders.
Indophil and Sonar together hold 100 percent of the voting rights in Sagittarius Mines Inc. (SMI), the holder of the financial and technical assistance agreement covering the Tampakan project.
Under the approved transaction, Dominion will be the surviving entity. Following the merger, it will hold 100 percent of the voting rights and acquire controlling ownership in SMI. The assets, rights and liabilities of Indophil and Sonar will be transferred to Dominion in exchange for newly issued Dominion common shares.
Dominion said the merger is aligned with its previously disclosed strategy of becoming a holding company primarily invested in mining companies.
The company also said the exchange ratio has been fixed at book-to-book value, based on the audited interim financial statements of Dominion, Indophil and Sonar as of Aug. 31, 2026. The number of Dominion shares to be issued to the shareholders of the two companies will be disclosed in due course.
Capital increase
As part of the transaction, Dominion shareholders approved an increase in the company's authorized capital stock to P30 billion from P3.42 billion.
The enlarged capital will consist of 29.75 billion common shares with a par value of P1 each and 2.5 million preferred shares with a par value of P100 each. Shareholders also approved the denial of the pre-emptive right of existing stockholders.
The merger remains subject to approval by the Securities and Exchange Commission (SEC) and other applicable regulatory clearances.
Dominion said the parties will submit the relevant documents to the appropriate government agencies after the shareholder approval, with full implementation of the merger expected in the fourth quarter of 2026.
Tampakan transaction
The development follows the Philippine Stock Exchange's classification of the proposed merger as a backdoor listing because of the substantial change it would bring to Dominion's business.
The PSE has kept Dominion shares suspended while the company completes requirements under the Exchange's revised backdoor-listing rules.
The Tampakan project is one of the Philippines' major undeveloped copper-gold projects. The transaction, however, concerns the corporate ownership and listing structure surrounding SMI and does not by itself constitute approval to begin mining operations at Tampakan.
Dominion had previously disclosed that the merger would support its transition toward a mining-focused investment portfolio.
The company is also separately building its mining portfolio. In August, Dominion disclosed plans involving a 20.43-percent stake in Atlas Consolidated Mining & Development Corp., while SM Investments Corp. has said it plans to transfer its roughly 34-percent Atlas stake to Dominion in 2027.
The immediate next steps for the Tampakan-linked transaction are regulatory approvals and completion of the merger, rather than the commencement of mining operations.
