C06407-2023

SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C

CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER

1. Date of Report (Date of earliest event reported)
Aug 15, 2023
2. SEC Identification Number
A200117708
3. BIR Tax Identification No.
219-934-330-000
4. Exact name of issuer as specified in its charter
Xurpas Inc.
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
Unit 804 Antel 2000 Corporate Center, 121 Valero St., Salcedo Village, Makati City Postal Code 1227
8. Issuer's telephone number, including area code
(632) 8889-6467
9. Former name or former address, if changed since last report
Not applicable
10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA
Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
Common Shares 2,054,615,059
11. Indicate the item numbers reported herein
Item 9

The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.

Xurpas Inc.X

PSE Disclosure Form LR-1 - Comprehensive Corporate Disclosure on Issuance of Shares (Private Placements, Share Swaps, Property-for-Share Swaps
or Conversion of Liabilities/Debt into Equity) Reference: Rule on Additional Listing of Securities

Subject of the Disclosure

Comprehensive Corporate Disclosure of Xurpas Inc. (the “Company”) on Issuance of Shares in relation to the Memorandum of Agreement (MOA) executed among the Company, Mr. Fernando Jude F. Garcia and Mr. Nico Jose S. Nolledo.
Background/Description of the Disclosure

On June 30, 2023, the Board of Directors (the “Board”) of the Company approved the conversion of the advances to equity made by Mr. Fernando Jude F. Garcia and Mr. Nico Jose S. Nolledo (the "Assignors”). The aggregate amount of the advances to be converted into equity is Php136,520,626.34. The Company and the Assignors signed the MOA on June 30, 2023.

The MOA provides that the Conversion Price per Share shall be above market price, calculated based on the weighted average of the closing prices for a period of thirty (30) trading days prior to the execution of the Memorandum of Agreement (“Effective Date”), and shall be supported by a Fairness Opinion issued by an independent firm in relation to the transaction.Within thirty (30) calendar days from the Effective Date, the Assignors shall execute a Deed of Assignment of Advances.

On July 28, 2023, the Board of Directors of Xurpas approved the conversion price of Php0.30 per share. The foregoing conversion price is supported by a Fairness Opinion issued by Isla Lipana & Co. ("PWC"). Accordingly, the Company shall issue 455,068,753 common shares from the unissued portion to the Assignors upon receipt of the confirmation of valuation from the Securities and Exchange Commission (SEC). The Company and the Assignors signed the Deed of Assignment of Advances on July 28, 2023.
Date of Approval by Board of Directors Jul 28, 2023
Comprehensive Corporate Disclosure
Description of the proposed transaction including the timetable for implementation, and related regulatory requirements

In relation to the foregoing transaction, the Company shall secure approval from the SEC through an application for Confirmation of Valuation. Upon receipt of the approval from the SEC, the Company shall issue the common shares to the Founders.

The Company shall also submit an application for additional listing of the shares with the Philippine Stock Exchange.
Rationale for the transaction including the benefits which are expected to be accrued to the listed issuer as a result of the transaction

The foregoing transaction will improve Xurpas’ equity position.
The aggregate value of the consideration, explaining how this is to be satisfied, including the terms of any agreements for payment on a deferred basis

The aggregate amount of the advances that will be converted into equity is Php136,520,626.34.
The basis upon which the consideration or the issue value was determined

The parties have mutually agreed on a conversion price of Php0.30 per share, that is:

1) above market price, or 19% higher than the weighted average of the closing prices for a period of 30 trading days prior to the execution of the Memorandum of Agreement; and

2) supported by a Fairness Opinion issued by PWC.
Detailed work program of the application of proceeds, the corresponding timetable of disbursements and status of each project included in the work program. For debt retirement application, state which projects were financed by debt being retired, the project cost, amount of project financed by debt and financing sources for the remaining cost of the project

The Parties have agreed to convert the advances to equity to address and improve Xurpas' financial condition, by strengthening its equity position and reducing its interest expense.
Identity and/or corporate background of the beneficial owners of the shares subscribed, including the following
Beneficial Owners/Subscribers Nature of Business Nature of any material relationship with the Issuer and the parties to the transaction, their directors/officers or any of their affiliates
Fernando Jude F. Garcia Not applicable He is a principal stockholder of the Company, holding more than 10% of the total issued and outstanding shares. He is also currently a director, the Treasurer and Chief Technology Officer of the Company. Please see attached Annex "A".
Nico Jose S. Nolledo Not applicable He is a principal stockholder of the Company, holding more than 10% of the total issued and outstanding shares. His mother, Atty. Mercedita S. Nolledo, is currently a non-executive director in the Company. Please see attached Annex "B".
Organizational/Ownership Structure of Subscribers
Controlling Shareholders of Subscribers Number of Shares Held %
Not applicable - -
For subscribers with no track record or with no operating history: the Subscriber must present a statement of active business pursuits and objectives which details the step undertaken and proposed to be undertaken by the Issuer in order to advance its business. Projected financial statements shall only be required should there be references made in the Statement to forecasts or targets

Not applicable
The interest which directors of the parties to the transaction have in the proposed transaction

Aside from Mr. Garcia, no other director of Xurpas have interest in the proposed transaction.
Statement as to the steps to be taken, if any, to safeguard the interests of any independent shareholders

The foregoing transaction has been duly approved by the Audit / RPT Committee of the Company. The Company has also appointed a third party (PWC) that prepared a valuation report and issued a fairness opinion for the foregoing transaction.

The proposed listing of the foregoing shares shall also be subject to the approval of the stockholders.
Any conditions precedent to closing of the transaction

The Company will need to secure SEC confirmation on the valuation, prior to the issuance of the new shares.
Change(s) in the composition of the Board of Directors and Management

No change in the composition of the Board of Directors and Management.

Effects on the following

Ownership structure
Principal Shareholders Before After
Number of shares % Number of shares %
Nico Jose S. Nolledo 464,875,041 22.63 730,213,914 29.1
Fernando Jude F. Garcia 375,073,960 18.26 564,803,840 22.5
Raymond Gerard S. Racaza 375,765,960 18.29 375,765,960 14.97

Capital structure

Issued Shares
Type of Security /Stock Symbol Before After
X - Common Shares 2,116,744,034 2,571,812,787
Outstanding Shares
Type of Security /Stock Symbol Before After
X - Common Shares 2,054,615,059 2,509,683,812
Treasury Shares
Type of Security /Stock Symbol Before After
X – Common Shares 62,128,975 62,128,975
Listed Shares
Type of Security /Stock Symbol Before After
X - Common Shares 1,797,700,660 1,797,700,660
Effect(s) on the public float, if any There will be a decrease in the public float to 31.72%.
Effect(s) on foreign ownership level, if any There will be a decrease in the foreign ownership level to 9.84%.
Other Relevant Information

Attached is a copy of the Fairness Opinion issued by PWC.

The disclosure is amended to adjust the total shareholder advances from Php136,520,626.35 to Php136,520,626.34. We have also attached the notarized copies of the Memorandum of Agreement and Deed of Assignment.
Filed on behalf by:
Name Mark Gorriceta
Designation Assistant Chief Information Officer