C00328-2024

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 19, 2024
2. SEC Identification Number
A199701848
3. BIR Tax Identification No.
200-302-092-000
4. Exact name of issuer as specified in its charter
AgriNurture, Inc.
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
NO. 54 NATIONAL ROAD, DAMPOL II-A, PULILAN, BULACAN Postal Code 3005
8. Issuer's telephone number, including area code
044-8156340
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 1,024,446,888
PREFERRED SHARES 400,000,000
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.

AgriNurture, Inc.ANI

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

Conversion of stockholder advances from Earthright Holdings Inc. ("EHI") amounting to Php150,000,000.00 into 150,000,000 ANI common shares from the unissued capital stock, at a par value of Php1.00 per share.
Background/Description of the Disclosure

Said resolutions are made with a view toward improving ANI's financial and liquidity positions. The conversion of EHI advances into equity will improve ANI's financial position.
Date of Approval by Board of Directors Dec 7, 2023
Comprehensive Corporate Disclosure
Description of the proposed transaction including the timetable for implementation, and related regulatory requirements

The conversion of EHI advances to ANI equity shall be reflected in ANI corporate reports in the beginning of fiscal year 2024.

After implementation, ANI's capital stock shall consist of 1,960,000,000 common shares (1,174,446,888 shares subscribed) with a par value of Php1.00 per stock and 400,000,000 preferred shares (fully subscribed) with a par value of Php0.10 per share. ANI's common capital stock shall be increased to 1,174,446,888 shares after the conversion of EHI advances into equity is implemented.
Rationale for the transaction including the benefits which are expected to be accrued to the listed issuer as a result of the transaction

The conversion of EHI advances to ANI into equity projects the resolve of the substantial ANI stockholder, EHI, toward supporting ANI's endeavors by converting its receivables from ANI into equity therein.
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 amount of receivables by EHI that shall be converted into ANI common shares is also Php150, 000,000.00, to be taken up in the books of ANI in beginning fiscal year 2024.
The basis upon which the consideration or the issue value was determined

The pricing for the conversion of EHI advances into ANI common shares was fixed on actual values, without inputting interests, at par value of Php 1.00 per share.
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 conversion of EHI advances into shares, the advances were used to support as additional working capital for ANI's various projects in the past.
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
Earthright Holdings Inc. Holding Company Has been a substantial shareholder in the Issuer
Organizational/Ownership Structure of Subscribers
Controlling Shareholders of Subscribers Number of Shares Held %
EHI is majority -owned by Antonio L. Tiu 9,995 60 na
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

Earthright Holdings Inc. is an operating corporation.
The interest which directors of the parties to the transaction have in the proposed transaction

The directors of EHI have no interest in the transactions concerned other than that of the corporations that they are directors in.
Statement as to the steps to be taken, if any, to safeguard the interests of any independent shareholders

ANI's board of directors and stockholders have previously ratified in 2009 an Amendment to Article Seventh of ANI's Articles of Incorporation in order to deny to any stockholder any pre-emptive right to subscribe to all issues or disposition of shares of any class in the corporation. The SEC on November 9, 2009 approved the said amendment (see the attached SEC Certificate of amendment of Articles of Incorporation dated November 9, 2009.
Any conditions precedent to closing of the transaction

For purposes of effecting the conversion of EHI's Advances into equity, it became effective with the executiuon of the parties of the Stock Conversion Agreement.
Change(s) in the composition of the Board of Directors and Management

No ensuing changes in the composition of the Board of Directors and management of ANI shall result out of these two separate transactions.

Effects on the following

Ownership structure
Principal Shareholders Before After
Number of shares % Number of shares %
Earthright Holdings Inc. 250,000,000 24.4 400,000,000 34.06
Greenergy Holdings INc. 116,296,246 11.35 116,296,246 9.9

Capital structure

Issued Shares
Type of Security /Stock Symbol Before After
Common/ANI 1,024,446,888 1,174,446,888
Preferred/ANI (Unlisted) 400,000,000 400,000,000
Outstanding Shares
Type of Security /Stock Symbol Before After
Common/ANI 1,024,446,888 1,174,446,888
Preferred/ANI (Unlisted) 400,000,000 400,000,000
Treasury Shares
Type of Security /Stock Symbol Before After
none N/A N/A
Listed Shares
Type of Security /Stock Symbol Before After
Common 720,000,066 720,000,066
Effect(s) on the public float, if any After conversion of EHI's Advances into equity, a decrease of .05% in the percentage on public float.
Effect(s) on foreign ownership level, if any After conversion of EHI's Advancrs into Equity, a deccrease of 1.93.% in the percentage on foreign level
Other Relevant Information

Please see relevant documents as attachments hereto:
For EHI:
1. Stock Conversion Agreement with ANI sec certificate/ 2009 Amended ANI-AOI
2. Articles of Incorporation and By-laws
3. Audited Financial Statements (2020, 2021, 2022)
4. GIS 2023
Filed on behalf by:
Name ROSANA PLANCO
Designation Compliance Officer