C00081-2024

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)
Jan 5, 2024
2. SEC Identification Number
184228
3. BIR Tax Identification No.
000-275-291-000
4. Exact name of issuer as specified in its charter
MRC ALLIED, INC.
5. Province, country or other jurisdiction of incorporation
PHILIPPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
4th Floor Spirit of Communications Centre 106 Carlos Palanca St. Legaspi Village Makati City Postal Code 1229
8. Issuer's telephone number, including area code
632 88467910/09178082991/09087380854
9. Former name or former address, if changed since last report
5th Floor Eurovilla 4 Bldg. 853 A Arnaiz Avenue, Legazpi Village, Makati City
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 STOCK 851,265,897
11. Indicate the item numbers reported herein
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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.

MRC Allied, Inc.MRC

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

Approval of the Board of Directors for the subscription of the shares of stock of BITSTAR PRIME HOLDINGS INC.
Background/Description of the Disclosure

We would like to inform the Exchange that on January 5, 2024 the Board of Directors approved MRC ALLIED INC.’s subscription to the shares of stocks of BITSTAR PRIME HOLDINGS INC., a duly organized corporation in the Philippines.

The Board approved MRC’s subscription up to 75,000,000 common shares with par value of PHP1.00 per share.

MRC’s subscription will enable it to have controlling ownership. interest of BITSTAR PRIME and thereafter utilize the same to purchase and house telecommunication and broadband assets.

Upon completion of the transaction, MRC will assign to BITSTAR PRIME its rights and obligations under the following agreements:

a. Memorandum of Agreement between MRC and 5G Security Inc. dated 09 December 2020 for the acquisition by MRC from 5GS of Kerberus Corporation (to be renamed BITSTAR TELECOM INC.). This agreement was disclosed to the exchange on 17 December 2020 thru PSE Form 5-1 – Substantial Acquisitions; and

b. Memorandum of Agreement between MRC and Menlo Capital Corporation dated 27 February 2023 for the acquisition by MRC Five Hundred Million Common Shares owned by Menlo in PT&T Corp. This agreement was disclosed to the exchange on 27 February 2023 thru PSE Form 4-30 – Material Information/Transactions.

MRC will likewise utilize BITSTAR PRIME to subscribe to up to PHP1,000,000,000.00 worth of PT&T Corp.’s Serial Cumulative Convertible Redeemable Preferred Stocks with par value of PHP10.00 per share. This is in pursuance of the resolutions of the Board of Directors approved on 19 June 2023 that was disclosed to the exchange on the same day thru PSE Disclosure Form 4-30 – Material Information/Transactions.

The subscription transaction between MRC and BITSTAR PRIME HOLDINGS INC. will be finalized on or before 30 January 2024 through the execution of a Subscription Agreement.

The transaction being disclosed is part of MRC’s business plan to become a significant player in the fast-growing Information and Communication Technology (“ICT”) Industry in the country.
Other Relevant Information

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Filed on behalf by:
Name Federico Prieto
Designation Corporate Secretary