C00117-2024

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 9, 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 4-2 - Acquisition/Disposition of Shares of Another Corporation
References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Acquisition of up to 75,000,000 Common Shares of Bitstar Prime Holdings Inc.

Background/Description of the Disclosure

The approval of the Company’s Board of Directors for the subscription of up to 75,000,000 Common Shares available for subscription with par value of Php1.00 per share of Bitstar Prime Holdings Inc. (“Bitstar Prime”).

Date of Approval by
Board of Directors
Jan 5, 2024
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

MRC will be able to utilize BITSTAR PRIME to pave the way for the entry of interested partners and investors for its intended telecom and broadband projects.

Details of the acquisition or disposition
Date TBA
Manner

The acquisition will be made thru Subscription Agreement between Bitstar Prime Holdings, Inc. and MRC Allied, Inc.

Description of the company to be acquired or sold

Bitstar Prime Holdings Inc. is a holding company registered with the Securities and Exchange Commission.

The terms and conditions of the transaction
Number of shares to be acquired or disposed 75,000,000
Percentage to the total outstanding shares of the company subject of the transaction 75
Price per share 1.00
Nature and amount of consideration given or received

Seventy Five Million Pesos (Php75,000,000.00)

Principle followed in determining the amount of consideration

Par Value

Terms of payment

TBA

Conditions precedent to closing of the transaction, if any

TBA

Any other salient terms

TBA

Identity of the person(s) from whom the shares were acquired or to whom they were sold
Name Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates
N/A N/A (The transaction is subscription of shares and not sale or transfer)
Effect(s) on the business, financial condition and operations of the Issuer, if any

The transaction is the initial step of MRC in growing its business portfolio by expanding into the fast-growing Information and Communication Technology (ICT). It will have no material effect on the operation of MRC as BITSTAR PRIME will have its own full corporate and manpower complement to manage the intended telecom and broadband projects.

Other Relevant Information

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Filed on behalf by:
Name Helen Chico
Designation Compliance Officer