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Annual Report 2015

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Annual Report 2015 PART 1 BUSINESS AND GENERAL INFORMATION Item 1. BUSINESS Business Development Apex Mining Co., Inc. (the “Company”) was incorporated and registered with the Philippine Securities and Exchange Commission (SEC) on February 26, 1970 primarily to carry on the business of mining, milling, concentrating, converting, smelting, treating, preparing for market, manufacturing, buying, selling, exchanging and otherwise producing and dealing in gold, silver, copper, lead, zinc brass, iron, steel and all kinds of ores, metals and minerals. The Company’s operation is situated in the Municipalities of Maco and Mabini. The area is well known for epithermal gold deposits, porphyry copper deposits and has a long history of production from various mines. On March 7, 1974, the Company listed its shares in the Philippine Stock Exchange (PSE) and attained the status of being a public company on the same date. The Company is considered a public company under Rule 3.1 of the Implementing Rules and Regulations of the Securities Regulation Code, which, among others, defines a public corporation as any corporation with assets of at least P50 million and having 200 or more shareholders, each of which holds at least 100 shares of its equity securities. As of December 31, 2013, the Company has 2,801 shareholders (2012 - 2,535) each holding at least 100 shares. On August 24, 2005, Crew Gold Corporation (Crew Gold), an entity incorporated and doing business in Canada, and its associated Philippine company, Mapula Creek Gold Corporation (Mapula), acquired 28.03% and 44.88% of the Company’s shares, respectively, by virtue of the Share Purchase Agreement (SPA) entered into by both Crew Gold and Mapula with the previous majority shareholder (Puyat Group). The SPA involved the sale and transfer of a total of 549,966,524 shares (including 459,524,591 of unlisted shares) for $6.6 million. Pursuant to the SPA, the Puyat Group divested fully its shareholdings in the Company. The SPA also provides, among others, the termination of all existing mine operating agreements of the Company. In relation thereto, on December 23, 2005, Crew Gold and PJS Investment Corporation (PJS), an entity owned by the Puyat Group, agreed that certain liabilities of the Company as of December 31, 2005 amounting to P83.2 million be assigned to PJS in order to facilitate the investment of Crew Gold into the Company. In October 2009, Crew Gold sold its equity share in the Company, as well as in local affiliates including Teresa Crew Gold (Philippines), Inc. (Teresa) and Mapula to Mindanao Gold Ltd. (Mindanao Gold), an entity incorporated and registered in Malaysia. In the meeting of Board of Directors of the Company held on September 11, 2014, the Board approved the purchase for cash by the Company of all the outstanding capital stock of Monte Oro Resources & Energy, Inc. (“MORE”) consisting of 5,122,161,096 shares at par value of Php1.00 per share. The purchase is to expand the business of the Company, allowing it to acquire other business interests of MORE. It will also provide the Company a healthier balance sheet with an increase in its assets base and equity. The purchase is to be funded from the cash to be raised in the issuance of new shares from the increase in capital stock of the Company at par value of Php1.00 per share. Those who will sell their shares in MORE to the Company will be allowed to participate in the subscription to new shares from the increase in capital stock of the Company at par value of Php1.00 per share. In October 2014, the deeds of sale between the Company and the stockholders of MORE were executed and thereby paid by February 2015. MORE owns 100% of Paracale Gold Ltd. which owns Coral Resources Philippines Inc. which in turn owns a mineral processing plant in Jose Panganiban, in Camarines Norte, and 40% of Bulawan Mineral Resources Corporation (with the option to acquire the other 60% shareholdings). Bulawan has mineral areas covering a total of 6,208 hectares, three of which are under Application for Production Sharing Agreements (APSA) and four under Exploration Permits Applications (EXPA), and 18 mineral application areas covering a total of 97.850 hectares under royalty agreements with option to purchase. 1 MORE also owns 30% participating interest in Service Contract No. 72 (a service contract for natural gas in offshore area eastwest of Palawan in the West Philippine sea). MORE likewise owns 52% shareholdings in International Cleanvironment Systems Inc. (formerly Jancom Environmental Corporation) which has a BOT Contract with the Republic of the Philippines for solid waste management. Other assets of MORE include: (a) 100% shareholdings in Minas de Oro Mongol LLC (a Mongolian company) which owns 51% shareholdings in Erdenejas LLC, a joint venture company which holds a mining license in Khar At Uul in Mongolia. (b) 90% shareholdings in Monte Oro Mining Company Ltd. which is engage in mining exploration in Sierra Leone, and in MORE Minerals SL which engages in artisinal mining and gold trading in Sierra Leone. (c) 3.92% participation in National Prosperity Gold Production Group Ltd. (NPGPGL) which holds mining claims and license from the government of Myanmar to develop and operate the gold mine located at Moe di-Moe mi Region, Yemethin Township, Mandalay Division, Myanmar, known as the Maudi Taung Gold Mine. On June 24, 2015, the Company acquired 98% of the total outstanding capital stock of Itogon-Suyoc Resources (ISRI). The purchase price is P0.007456 per share for a total of P182,672,000 consisting of P32,672,000 in cash and P150,000,000 in Apex shares valued at 2.91 per share. ISRI is a holder of four (4) Patented Mineral Claims, MPSA No. 152-2000-CAR, pending application for the third renewal of its exploration permit, APSA No. 0103-CAR, APSA No. 0067-CAR, EXPA No. 030 and EXP No. 000048-V. ISRI owns the mill and production facilities in Sangilo. Itogon, Benguet. Business of Issuer Products/Sales The Company’s mine produces bullion containing gold and silver. All of the mine’s production in 2015 were smelted and refined in Hongkong through Heraeus Limited. Competition The Company’s sales from gold bullion are based on internationally accepted pricing in the world market available from the London Bullion Market Association. Philippine mining companies do not affect international metal prices, hence, competition among these mining companies is basically inexistent. Development Activities Expenditures for the development activities by the Company in the last three fiscal years and its percentage to revenue are shown in the following table: Year Development Cost Revenue Percentage 2015 P815,884,075 P2,430,097,329 34% 2014 P505,142,145 P1,730,741,568 29% 2013 P486,896,802 P1,735,840,754 28% Sources of Materials and Supplies The Company’s ore production comes primarily from the Company’s mineral properties in Maco, Compostela Valley. Equipment and maintenance parts and operating supplies are provided by a number of suppliers both domestic and foreign on competitive basis. 2 Employees Total manpower headcount as of December 31, 2015 is 1,911. Division/Dept Rank & File Supervisor Manager/Sr. Managers Total Mine 955 128 19 1,102 Mill 144 27 2 173 Power, Gen. & Elec. Services 131 24 1 156 Geology and Exploration 88 31 5 124 Support 181 64 13 258 Corporate Services 34 30 10 74 Head Office 3 12 9 24 Total 1,536 316 59 1,911 Mining Properties / Royalty Agreements 1) MPSA 225-2005-XI On December 22, 2005, the Mines and Geosciences Bureau (MGB) approved this Mineral Production Sharing Agreement (MPSA) covering 679.02 hectares situated in Maco, Compostela Valley. This agreement is valid for a 25-year term and renewable for another 25 years. This MPSA will expire in 2030. The Company’s Maco mining operations is concentrated in this mining license which allows the development and extraction of gold/silver bearing veins. In the area covered by MPSA 225-2005-XI, the Company executed in June 2005 a Memorandum of Agreement (MOA) with the IPs/ICs and the National Commission on Indigenous Peoples, agreeing to a royalty payment of 1.0% of gross output as required under the Philippine Mining Act of 1995. The Company has been compliant relative to its obligations to the Maco Ancestral Domain Inc. for its various projects under the approved Ancestral Domain Sustainable Development Plan which the company assisted them to draft. 2) MPSA 234-2005-XI On June 25, 2007, MGB approved the Company’s second MPSA covering an additional 1,558.5 hectares near the same area where the existing operations are located. This allows the exploration of gold, copper and associated metals. The Company’s first venture during the 1970’s was a small scale copper mining via a number of minor open pit operations. With the collapse of the global copper market at the end of 1970’s, the Company shifted its focus to gold, leading to its operation of the Maco mine. Executive Order (EO) 79 On July 12, 2012, EO 79 was issued to lay out the framework for the implementation of mining reforms in the Philippines. The policy highlights several issues that includes area of coverage of mining, small-scale mining, creation of a council, transparency and accountability and reconciling the roles of the national government and local government units. Management believes that EO 79 has no major impact on its current operations as the mines are covered by existing MPSAs with the government. Section 1 of EO 79, provides that mining contracts approved before the effectivity of the EO shall continue to be valid, binding, and enforceable so long as they strictly comply with existing laws, rules and regulations and the terms and conditions of their grant.
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