C06729-2023

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 31, 2023
2. SEC Identification Number
42020
3. BIR Tax Identification No.
000-526-765-000
4. Exact name of issuer as specified in its charter
LMG Corp.
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
1006B West Tower, Philippine Stock Exchange Centre, Exchange Road, Ortigas Center, Pasig City, Philippines Postal Code 1605
8. Issuer's telephone number, including area code
+63 2 8636 6686
9. Former name or former address, if changed since last report
N/A
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 193,544,176
11. Indicate the item numbers reported herein
Item No. 9 Other Events

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.

LMG Corp.LMG

PSE Disclosure Form 4-30 - Material Information/Transactions References: SRC Rule 17 (SEC Form 17-C) and
Sections 4.1 and 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Termination of the Share Purchase Agreement dated 6 June 2023 (the “Agreement”) between the principal shareholders of LMG Corp. (the “Corporation”), namely Ann Marrieta L. Sytin, Robinson W. Siao, and Value Quest Securities, Corp. (the “Sellers”), and Maxwealth Infinity Holdings Corp. (the “Buyer”)
Background/Description of the Disclosure

The Corporation was advised by the Sellers that on 31 August 2023, they sent the Buyer a Notice of Termination of the Agreement.

Under the Agreement, the Buyer agreed to purchase One Hundred Twenty-Nine Million Six Hundred Seventy-Four Thousand Five Hundred Ninety-Eight (129,674,598) common shares of capital stock in the Corporation registered under the name of the Sellers (the “Transaction”). The parties further agreed that the Long Stop Date for the completion and closing of the Transaction shall be on 31 August 2023, or such later date as may be agreed by the parties. The failure to close the Transaction by the said Long Stop Date is a ground for termination of the Agreement.

As of 31 August 2023, the closing contemplated in the Agreement has not occurred and the parties did not reach an agreement for the extension of the Long Stop Date. The parties signified their intention to mutually terminate the Agreement. In view thereof, the Sellers exercised their right to terminate the Agreement under Sections 4.6 and 9.1 of the Agreement.

The Transaction does not require the board approval of the Corporation since it is not a party to the Agreement. Moreover, since the Buyer did not acquire the shares of the Sellers, the Revised Rules on Backdoor Listing (the “Rules”) does not apply. Section 2(a) of the Rules states that a backdoor listing occurs when a listed company, directly or indirectly, acquires the shares or assets of an unlisted company or person or group of persons or vice versa. Considering the termination of the Agreement, the Corporation is no longer involved in any acquisition of its shares. Hence, the Corporation is requesting the Philippine Stock Exchange to lift the trading suspension imposed on the shares of the Corporation on 7 June 2023, through Disclosure Notice DN00083-2023.
Other Relevant Information

None.
Filed on behalf by:
Name Ronald Ian Ching
Designation Compliance Officer