1. business and industrial
2. mining industry

COVER SHEET
6 2 3 2 3
N I HA O
MI NE RAL
AT I ONAL ,
I NC .
R E S OUR C E S
AND
I NT E RN
SUB S I D I AR I E S
(Company's Full Name)
2 0 F
T H E
V I S T E
P E A K
S T .
T OW E R
MA K A T I
1 0 7
L . P .
L E
C I T Y
(Business Address : No. Street City / Town / Province)
ARSENIO C. CABRERA, JR.
(6 3 2) 8 1 3 7 1 1 1
Contact Person
1 2
Month
3
1
Day
Company Telephone Number
SEC 17A - 2010
Month
FORM TYPE
Fiscal Year
Day
Annual Meeting
Secondary License Type, If Applicable
Amended Articles Number/Section
Dept. Requiring this Doc.
Total Amount of Borrowings
4
6 8
Domestic
Total No. of Stocholders
To be accomplished by SEC Personnel concerned
File Number
LCU
Document I.D.
Cashier
Foreign
SECURITIES AND EXCHANGE COMMISSION
SEC FORM 17-A
ANNUAL REPORT PURSUANT TO SECTION 17 OF THE SECURITIES
REGULATIONS CODE AND SECTION 141 OF CORPORATION CODE OF THE
PHILIPPINES
1. For the calendar year ended December 31, 2010
2. SEC Identification Number
62323
3. BIR Tax Identification No. 050-000-889-223
4. Exact name of issuer as specified in its charter
INTERNATIONAL, INC.
5.
NIHAO MINERAL RESOURCES
6.
Philippines
Province, Country or other jurisdiction of
incorporation or organization
(SEC Use Only)
Industry Classification Code:
7. 22nd Floor, The Peak, 107 L. P. Leviste St. Makati City
Address of principal office
Postal Code
8.
(632)-856-20-11
Issuer's telephone number, including area code
9.
Former name, former address, and former fiscal year, if changed since last report.
10. Securities registered pursuant to Sections 8 and 12 of the SRC, or Sec. 4 and 8 of the RSA
Number of Shares of Common Stock
Outstanding and Amount of Debt Outstanding
Title of Each Class
Common Stock
680,000,000 shares
11. Are any or all of these securities listed on Stock Exchange.
Yes [ X ]
No [ ]
If yes, state the name of such stock exchange and the classes of securities listed therein
600,000,000 shares Common stock
Philippine Stock Exchange
12. Check whether the registrant:
(a) has filed all reports required to be filed by Section 17 of the SRC and SRC Rule 17
thereunder or Section 11 of the RSA and RSA Rule 11(a)-1 thereunder, and Sections 26 and
141 of The Corporation Code of the Philippines during the preceding twelve (12) months (or
for such shorter period that the registrant was required to file such reports);
Yes [ X ]
No [ ]
(b) has been subject to such filing requirements for the past ninety (90) days.
Yes [ X ]
No [ ]
13. Aggregate market value of the voting shares held by non-affiliates: P 1,269,047,213.40 as at
April 11, 2011.
DOCUMENTS INCORPORATED BY REFERENCE
A portion of the Company’s 2010 Annual Report to Stockholders is hereto attached,
incorporated by reference into Part II, Item 6 and item 7 of this report.
1
PART I - BUSINESS AND GENERAL INFORMATION
Item 1. Business
a. Brief Corporate History
NiHAO MINERAL RESOURCES INTERNATIONAL, INC. (the “Company”) was incorporated in
the Philippines and registered with the Securities and Exchange Commission on July 9, 1975 as a
mining company under the name Summit Minerals, Inc. On October 3, 1990, the Company’s shares
were offered to the public and listed on the PSE.
On December 10, 1993, the Company changed its primary purpose to that of a holding company.
Subsequently, on February 24, 1994, the Company changed its corporate name to “Magnum Holdings,
Inc.”
On June 28, 2007, the Company changed its corporate name to “NiHAO Mineral Resources
International, Inc.” and its primary purpose to that of a mining company.
b. Description of Business
The Company is a mining company engaged in exploring, developing, and operating nickel
properties. The Company aims to create an integrated mining company using its expertise in nickel
exploration, access to processing technology, and the prospectivity of its projects. The Company’s
vision is to become a leading nickel mining and processing company in the Philippines.
The Company’s name, “NiHAO,” stands for “Bountiful Nickel,” the primary mineral which the
Company intends to discover and mine. It derived its name by combining the element symbol for
Nickel “Ni,” and the Chinese character for noble or bountiful, “HAO.”
As of December 31, 2010, the Company has four (4) mining claims located in the provinces of
Zambales, Misamis Oriental, North Cotobato, and Antique. The Company’s Mining Claims cover a
total of approximately 20,841 hectares.
c. Product
In the foreseeable future, the Company plans to ship nickel ore directly to its customers, similar to
most nickel mining companies in the Philippines.
d. Subsidiaries
Since 2007, the Company has completed six (6) significant corporate acquisitions to expand its mining
claims at the total cost of approximately P83.9 Million. The following table presents certain
information related to these acquisitions.
Name of Acquired Company
Acquisition Date
Name of Acquiring
Company
Mina Tierra Gracia, Inc........................................
Visayas Ore Philippines, Inc. ...............................
Bountiful Geomines, Inc. .....................................
Companhia Nube Minerale, Inc. ..........................
Companhia Minera Tierra, Inc.............................
Minedomain, Inc. .................................................
16 October 2007
9 January 2008
9 January 2008
9 January 2008
9 January 2008
9 January 2008
NiHAO
NiHAO
NiHAO
Mina Tierra
Mina Tierra
Mina Tierra
Acquisition
Cost
(millions)
P
61.469
2.500
12.500
2.500
2.500
2.500
P
83.969
2
On October 16, 2007, the Company acquired for cash all of the outstanding shares of Mina Tierra
Gracia, Inc. (“Mina Tierra”) pursuant to Deeds of Absolute Sale between the Company and the
shareholders of Mina Tierra. The total consideration paid by the Company for the acquisition of said
shares amounted to P61,469,586.00, representing the valuation of the Botolan Mining Claim made by
Minercon International, Inc. On 23 September 2008, the MGB issued an “Order” approving the
transfer of the EP for the Botolan Mining Claim from Saprolite Mining, Inc. to Mina Tierra. Pursuant
to the aforementioned MGB “Order”, Mina Tierra enjoys exploration rights to 5,081 hectares of land
in Botolan, Zambales. Mina Tierra acquired the exploration rights over the Botolan Mining Claim
through a Deed of Assignment executed with Saprolite Mining on 31 July 2007. See “Description of
Business – Botolan Mining Claim” for detailed description.
On January 9, 2008, the Company acquired all of the outstanding shares of Bountiful Geomines, Inc.
(“Bountiful Geomines”) and Visayas Ore Philippines, Inc. (“Visayas Ore”) pursuant to Deeds of
Absolute Sale between the Company and the shareholders of Bountiful Geomines and Visayas Ore,
respectively. The Company acquired the shares of Bountiful Geomines and Visayas Ore at par value
amounting to a total consideration of P12,500,000.00 for the Bountiful Geomines shares and a total
consideration of P2,500,000.00 for the Visayas Ore shares. Bountiful Geomines has an EP application
with the MGB covering the Manticao Mining Claim with an area of 1,944 hectares. Visayas Ore has
an EP application covering the Cotabato Mining Claim with an area of approximately 11,441 hectares
and another EP application covering the Antique Mining Claim with an area of approximately 2,374
hectares.
On January 9, 2008, Mina Tierra acquired all of the outstanding shares of Companhia Nube Minerale,
Inc. (“Nube Minerale”), Companhia Minera Tierra, Inc. (“Minera Tierra”) and Minedomain, Inc.
(“Minedomain”) pursuant to Deeds of Absolute Sale between the Company and the shareholders of
Nube Minerale, Minera Tierra and Minedomain, respectively. The Company acquired the shares of
Nube Minerale, Minera Tierra and Minedomain at par value or a total consideration of P2,500,000.00
for the shares of each of the aforementioned companies. Minedomain has a SSMP over the Manticao
Small-Scale Mining Claim with an area of 20 hectares. Pursuant to its SSMP, Minedomain is allowed
to mine/extract and remove up to 50,000 metric tons of nickeliferous laterite ore per annum from the
Manticao Small-Scale Mining Claim.
e. Associate
30% Equity in Oriental Vision Mining Philippines, Inc.
On March 24, 2010, the Company acquired from various stockholders thirty percent (30%) equity
interest in the privately-held mining operator Oriental Vision Mining Philippines Corporation
(“ORVI”). NiHAO paid Three Million Pesos (P 3,000,000.00) as full payment of purchase of
3,000 shares of ORVI valued at its par of P 1,000 per share and a down payment of Thirty
Million Pesos (P30,000,000.00) for the subscription of additional 60,000 shares from the current
ORVI shareholders for a purchase price of Sixty Million Pesos (P60,000,000.00). The balance
of Thirty Million Pesos (P 30,000,000.00) was paid in December 2010 upon approval of the
increase in authorized capital stock to Four Hundred Million Pesos (P400,000,000.00). The
increase in authorized capital stock of ORVI was approved by the SEC on November 26, 2010.
In addition, NiHAO has agreed to extend shareholder advances in favor of ORVI for the purpose
of funding the existing mining projects of ORVI, which shareholder advances are payable either
in cash or in shares of stock.
To date, a total of One Hundred Thirty Seven Million
(P137,000,000.00) was extended to ORVI for working capital requirements.
3
Nickel Projects of ORVI:
The Palji Nickel Project: 2,314.2018 hectares
MPSA No. 242-2007-XIII
ORVI is currently operating the Palji Nickel Project located in Dinagat Island, from which it has
successfully shipped over 200,000 MT of nickel ore, and is still expecting to ship out additional
tonnage in the next few months. ORVI expects to secure a reserve report compliant with the
Philippine Mineral Reporting Code (PMRC). ORVI Management is now in talks with several
interested parties on the possibility of setting up a value added processing facility for nickel ore.
The Dinapigue Nickel Project: 2,391.8041 hectares
MPSA No. 258-2007-II
ORVI has developed the Isabela Nickel Project in Dinapigue, Isabela and has started production
in preparation for commercial operations in 2011. ORVI looks forward to producing substantial
tonnage of ore from this Isabela mine.
The Sangay Nickel Project: 1,225.1906 hectares
MPSA No. 240-200-XIII
The Sangay Nickel Project is blanketed with nickel laterite and chromite deposits within the
Dinagat Island. Exploration on chromite ore in laterite is ongoing.
Besides nickel, ORVI also has several other claims which have known prospects for coal, gold,
copper, sulphur and phosphate located in the Provinces of Saranggani and Surigao. These claims
are still to be further explored and developed to establish their mineability.
Long-term plans of ORVI include the development of over 30,000 hectares of gold and copper
mineral claims within the vicinity of the world-class Tampakan Copper-Gold Project being
developed in Mindanao.
f. Mining Claims and Permits
The operations of the Company’s subsidiaries are primarily conducted in the Mining Claims and
Small-Scale Mining Claims.
The following table sets forth certain information related to the Company’s Mining Claims and SmallScale Mining Claims and their corresponding permits or permit applications as of 31 December 2010.
Location
Name of Claim
Permit
Description
Zambales
Botolan and
Iba
Botolan Mining
Claim
MPSA No. 3152010-III
Mina Tierra
Gracia, inc.
5,081.6408
Manticao
Mining Claim
Manticao SmallScale Mining
Claim
EPA-000093-X
Bountiful
Geomines
Minedomain,
Inc.
1,944.0000
Misamis
Oriental
Opol,
Manticao
Malitbog,
Manticao
SSMP No. 2008006
Validity
2 years or until
26 February
2012
Permittee/
Applicant
Area
Covered
(in
hectares)
20.0000
4
Location
Name of Claim
Antique
Patnongon,
Valderama,
San Remigio
Antique Mining
Claim
Cotabato
Mining Claim
North
Cotabato
Antipas
Permittee/
Applicant
Area
Covered
(in
hectares)
EPA-000077-VI
Visayas Ore
2,374.3125
EXPA-095-XII
Visayas Ore
11,441.250
Permit
Description
Validity
20,841.20
Botolan Projects
Mining Claims and Permits
Botolan Mining Claim
The Botolan Mining Claim covers approximately 5,081 hectares located in the town of Botolan,
Zambales. The Botolan Mining Claim was originally staked by Saprolite Mining pursuant to an EPA
filed on January 10, 2007. On December 26, 2007, the NCIP issued a Certification Precondition in the
form of a Certificate of Non-Overlap for the Botolan Mining Claim, attesting to the fact that the area
covered by the Botolan Mining Claim does not affect or overlap with any ancestral domain. On
February 12, 2008, the Mines and Geosciences Bureau of the Department of Environment and Natural
Resources (“MGB”) issued an Exploration Permit in the name of Saprolite Mining for the Botolan
Mining Claim.
On July 31, 2007, Saprolite Mining assigned its rights and interests in the Botolan Mining Claim to
Mina Tierra pursuant to a Deed of Assignment (the “Deed of Assignment”). The Deed of Assignment
provided that all expenses to be incurred in relation to the execution and registration of the Deed of
Assignment as well as the transfer of the EPA from Saprolite Mining to Mina Tierra would be for
Mina Tierra’s account.
On April 9, 2008, Mina Tierra registered the Deed of Assignment with the MGB. On May 20, 2008,
Saprolite Mining filed an application with the MGB to upgrade/convert approximately 2,739 hectares
of the 5,081 hectares covered by EP-001-2008-III to a Mineral Production Sharing Agreement
(“MPSA”) (the “Application for Upgrade/Conversion”). The Application for Upgrade/Conversion was
made since the approval of the registration of the Deed of Assignment for the transfer of EP-0012008-III to the name of Mina Tierra is still pending with the MGB.
In view of the filing of the Application for Upgrade/Conversion and in order to clarify and affirm the
intent of the Deed of Assignment and the parties’ respective rights and obligations thereunder,
Saprolite Mining and Mina Tierra executed a Supplemental Agreement on July 1, 2008 (the
“Supplemental Agreement”). The Supplemental Agreement confirmed that Mina Tierra would be the
sole, absolute and legitimate owner of: (a) EP-001-2008-III; (b) the Application for
Upgrade/Conversion; and (c) any MPSA covering the Botolan Mining Claim upon approval by the
DENR Secretary and/or the MGB of the transfer of the foregoing permits or applications in favor of
Mina Tierra. Pursuant to the Supplemental Agreement, Mina Tierra agreed to assume all the
responsibilities, duties and liabilities imposed by law in relation to the aforementioned permits and
applications upon the approval by the relevant government agencies of the transfers thereof to its
name. The Supplemental Agreement was registered with the MGB on September 4, 2008.
On September 23, 2008, the MGB issued an “Order” approving the assignment of EP-001-2008-III in
favor of Mina Tierra. The “Order” further provided that EP-001-2008-III would now be recorded in
the name of Mina Tierra as a result of said “Order”.
5
On October 13, 2008, Mina Tierra applied for the full conversion of the entire 5,081 hectares covered
by EP-001-2008-III to MPSA.
On February 10, 2010, the MGB approved the application for MPSA of Mina Tierra and issued MPSA
No. 315-2010-111 in the name of Mina Tierra covering the Botolan Mining Claim.
Exploration Activities
Based on initial prospecting activities, the Company considers the moderate to gentle western slopes
of the Botolan Mining Claim, covering an area of approximately 1,800 hectares, to be the most
prospective area capable of supporting laterite mineralization.
Exploration activities focused on area known as Tatlong Sapa, and the North, South, and Top Ridges
(the “Prospective Areas”) within the Botolan Mining Claim. The Company performed surface to subsurface geologic mapping/sampling and test pitting at 200m., 100m., and 50-meter grid intervals and
topographic surveys. A total of 1,101 test pits and 25 drill holes were made, ranging in depth from 3
meters to 9 meters, which yielded a total aggregate depth of 5,011.02 test pit meters. A total of 1,126
holes were clustered into the Prospective Areas covering a total area of 627 hectares. The following
table sets forth certain information relating to the test pits made and the indicated deposit in the
Prospective Areas.
Prospective Areas
No. of Holes
Avg. Depth (meters)
Total Meters
Tatlong Sapa .....................................
851
4.22
3,901.95
North Ridge.......................................
South Ridge.......................................
Top Ridge..........................................
179
73
23
8.24
3.13
3.89
795.97
233.80
79.30
Total/Average ..................................
1,126
4.87
5,011.02
Grid Spacing
Deposit
Area
(hectares)
50m x 50m
288
100m x 100m
200m x 200m
200m x 200m
72
177
90
627
Source: Company data.
An independent Competent Person evaluated data obtained from the exploration activities in the
Prospective Areas and arrived at an estimated mineral resource. Additionally, the Company requested
the MGB to review the mineral resource delineated within the Prospective areas.
Mineral Resource Estimate
The following was derived from the December 2, 2008 report prepared by Mr. Demetrio H. Pulanco
entitled “Amended Report on the Geologic Appraisal of Botolan Nickeliferous Laterite Deposit,
Botolan, Iba, Zambales” (the “CP Report”). Mr. Pulanco is an independent Competent Person, a
Registered Mining Engineer (PRC License no. 443) and a Registered Geologist (PRC License no.
003). He is an active member of the Geological Society of the Philippines, Miners Association of the
Philippines, Society of Mining Engineers of the American Institute of Mining and Metallurgical
Engineers and a lifetime member of the Philippine Society of Mining Engineers. Mr. Pulanco has over
48 years of solid experience as an Exploration Geologist and has adequate knowledge and
competence in the mineralization and type of deposit under consideration and to the current activity.
Resource Estimates by Independent Competent Person
The following resource estimates by Mr. Pulanco are based on computations made by a mining
engineer employed by QNI Philippines, Inc. (“QNPH”). These computations were performed under a
technical assistance agreement with NiHAO. The computations and the underlying database were
evaluated by Mr. Pulanco in preparing the CP Report.
At 1.0% Ni cut-off grade, estimated total mineral resource of the deposit areas is 3,050,968 DMT
using block modeling methodology. At 1.2% Ni cut-off grade, the estimated total mineral resource is
1,261,440 DMT. The following table sets forth the ore resource estimates of the deposits in the
Prospective Areas at 1.0% and 1.2% nickel cut-off grades.
6
Cut-off Grade/Area
Resource
Classification
Estimated
Tonnage
(DMT)
Mineral Content
Estimated Average Grade
(in %)
Ni
Fe
Co
Cr
At 1.0% cut-off grade
North Area.............
Top Ridge..............
Tatlong Sapa .........
South Area.............
Total ..................
Inferred
Inferred
Indicated
Inferred
538,065
47,250
2,486,267
54,000
3,050,968
1.30
1.25
1.18
1.15
1.20
26.19
20.14
19.00
21.32
20.30
0.00
0.00
0.05
0.00
0.05
1.37
0.97
0.63
0.00
0.75
At 1.2% cut-off grade
North Area.............
Top Ridge..............
Tatlong Sapa .........
South Area.............
Total ..................
Inferred
Inferred
Indicated
Inferred
314,939
16,875
915,126
13,500
1,261,440
1.46
1.51
1.35
1.26
1.38
21.59
19.25
18.76
28.59
19.58
0.00
0.00
0.08
0.00
0.08
1.19
0.89
0.66
1.19
0.79
Source: Ibid.
MGB Mineral Resource Estimates
The MGB estimated the mineral resource in the Prospective Areas using the GEMS Mining Software
on the exploration data. The full results of their evaluation is contained in their report, “Report on the
Mineral Resource Validation of NiHAO Mineral Resources International, Inc. Botolan Mining Claim
– EP-001-2008-III” dated August 2008.
At 0.8% Ni cut-off grade, MGB estimated a total mineral resource of 5,818,038 DMT with average
grade of 1.06% Ni. The following table sets forth MGB’s resource estimates at cut-off grades of 0.8%,
1.0%, and 1.2% Ni.
Cut-off Grade/Area
Resource
Classification
Estimated
Volume
(cubic
meter)
Average
Density
(tons/cubic
meter)
Estimated
Tonnage
(DMT)
Estimated Average Grade of
Mineral Content
(in %)
Ni
Fe
Co
At 0.8% cut-off grade
North Area.............
Top Ridge..............
Tatlong Sapa..........
South Area.............
Total...................
Inferred
Inferred
Indicated
Inferred
821,250
55,000
3,462,031
92,500
4,430,781
1.26
1.35
1.32
1.35
1.31
1,033,062
74,250
4,585,851
124,875
5,818,038
1.10
1.12
1.05
1.01
1.06
24.99
20.25
18.33
18.88
19.55
0.00
0.00
0.04
0.00
0.03
At 1.0% cut-off grade
North Area.............
Top Ridge..............
Tatlong Sapa..........
South Area.............
Total...................
Inferred
Inferred
Indicated
Inferred
416,250
35,000
1,836,406
40,000
2,327,656
1.26
1.35
1.32
1.35
1.31
523,031
47,250
2,426,687
54,000
3,050,968
1.31
1.25
1.19
1.15
1.21
26.32
20.14
19.07
21.32
20.37
0.00
0.00
0.04
0.00
0.03
At 1.2% cut-off grade
North Area.............
Top Ridge..............
Tatlong Sapa..........
South Area.............
Total...................
Inferred
Inferred
Indicated
Inferred
242,500
12,500
659,687
10,000
924,687
1.30
1.35
1.33
1.35
1.32
314,250
16,875
878,039
13,500
1,222,664
1.46
1.51
1.36
1.26
1.39
22.00
19.25
18.81
28.61
19.74
0.00
0.00
0.06
0.00
0.04
The following table sets forth a comparison of resource estimates by the MGB and Mr. Pulanco.
7
Description
Summary of Estimates
MGB Estimates
Mr. Pulanco Estimates
Difference
At 0.8% Ni cut-off grade
Estimated Resource (in DMT) ........
Average grade of Ni (in %).............
Average grade of Fe (in %).............
Average grade of Co (in %) ............
Average grade of Cr (in%)..............
5,818,038
1.06
19.55
0.03
N/A
5,908,919
1.05
19.51
0.04
0.74
(90,881)
0.01
0.04
(0.01)
–
At 1.0% Ni cut-off grade
Estimated Resource (in DMT) ........
Average grade of Ni (in %).............
Average grade of Fe (in %).............
Average grade of Co (in %) ............
Average grade of Cr (in%)..............
3,050,968
1.21
20.37
0.03
N/A
3,125,582
1.20
20.30
0.04
0.75
(74,614)
0.01
0.07
(0.01)
–
At 1.2% Ni cut-off grade
Estimated Resource (in DMT) ........
Average grade of Ni (in %).............
Average grade of Fe (in %).............
Average grade of Co (in %) ............
Average grade of Cr (in%)..............
1,222,664
1.39
19.74
0.04
N/A
1,261,440
1.38
19.58
0.06
0.78
(38,776)
0.01
0.16
(0.02)
–
Other Findings, Conclusions, and Recommendations
The following summarizes other findings, conclusions, and recommendations by the MGB relating to
their evaluation of EP-001-2008-III:
∗
The integrity of the exploration database has been validated by the MGB for possible errors using
software tools.
∗
The veracity of the submitted assay report and the declared grade of the deposit were confirmed
at the MGB laboratory from the check samples and showed results within acceptable range.
Sampling methodologies and attendant measures were found deemed appropriate and conform
with the industry standards.
∗
The Company should perform additional exploratory works and more detailed field and
laboratory analyses to attain the Reserves category of the mineral resource and assess the
project’s overall viability.
Manticao Projects
Manticao Mining Claim and Permits
Manticao Mining Claim
The Manticao Mining Claim covers a total area of 1,944 hectares and is located in Manticao, Misamis
Oriental, a coastal town north of Mindanao Island. As of December 31, 2008, the Company has
conducted limited exploration work that includes preliminary field reconnaissance and sampling.
Bountiful Geomines, the Company’s wholly-owned subsidiary, holds an exploration permit
application over the Manticao Mining Claim. Bountiful Geomines filed its EPA with the MGB
Regional Office No. X in Cagayan de Oro City on October 23, 2007. In connection with the
aforementioned EPA, Bountiful Geomines submitted all mandatory requirements provided under the
Philippine Mining Act and its Implementing Rules and Regulations, including, an exploration work
program as well as proof of technical and financial competence. On January 23, 2008, Bountiful
Geomines has secured the required Area Status and Clearance from various government offices such
as the Forest Management Service and the Lands Management Service for the purpose of showing that
the area covered by the Manticao Mining Claim is free and open for mineral exploration. Bountiful
Geomines is currently preparing the required documents for publication, posting and radio
8
announcement to all barangays covered by the EPA area and is also securing the required Certification
Precondition from the National Commission on Indigenous Peoples (“NCIP”).
Manticao is connected by first class concrete roads to the cities of Cagayan de Oro and Iligan.
Manticao is about 63 kilometers west of Cagayan de Oro or about 26 kilometers east of Iligan. From
Manticao proper, the property is about 18 kilometers through the alternating concrete and
graveled/unpaved road up to Barangay Tuod, about 8 kilometers, and unpaved rough road onto the
area.
Cagayan de Oro City is reached from Manila either by plane or vessel, while Iligan City is reached by
vessel.
Manticao Small-Scale Mining Claim
The Manticao Small-Scale Mining Claim is covered by SSMP No. 2008-06 in the name of
Minedomain. The Manticao Small-Scale Mining Claim covers 20 hectares in Manticao, Misamis
Oriental. SSMP No. 2008-06 is valid for two (2) years or until February 26, 2012.
The Manticao Small-Scale Mining Claim is located in the highlands of Manticao, Misamis Oriental.
The south-west corner of the Manticao Small-Scale Mining Claim is located at 124°23’45” longitude
and 08°21’15” latitude and is situated in an area underlain predominantly by north-east trending
ultramafic rocks commonly represented by harzburgite and infrequently by dunite and pyroxenite
occurring as pods and lenses.
Exploration Activities
The Company conducted geological investigation of the Manticao Mining Claim and observed surface
manifestation of ultramafics consisting of laterite with thickness that varies relative to topographical
location. Thick profile is deposited in portions with moderate and rolling landscape, ranging from 4
meters to as thick as 8 to 10 meters. As with laterite, garnierite-bearing (Ni ore) saprolite of
ultrafamics derivation are well developed in many parts of the Manticao Mining Claim albeit with
inconsistent thickness. Thickness varies from a few meters thick to as thick as 8 meters.
In the latter part of 2007, the Company conducted exploration work in the Manticao Small-Scale
Mining Claim. At the onset, geological mapping based on the 1:50,000 and 1:25,000 scale
topographic map was conducted to determine the lithological distribution of different rock units. This
was followed by a 200-meter grid survey. As the test pitting progressed, fill-in grid at 100 meters was
pegged in grounds confirmed to have ultamafic base.
Test pit dimension is 1 meter by 1 meter averaging 3 meters depth. Samples were taken from pit walls
by channeling at 1 meter interval. Samples from an interval were thoroughly mixed and quartered to
come up with a composite sample for one interval. Samples are sun dried and sent to Ostrea
Laboratory for analyses.
A total of three hundred fifty-five (355) pits, with aggregate depth of 550.10 meters, were completed.
Test pits were spotted by total station survey supplemented with Etrex Garmin GPS. Subsequently, infill holes were added effectively drilling at 50-meter grids then in-filled drillings at 25-meter grids. A
total of 344 holes were sunk in the area from which 3,540 samples were recovered representing 3,551
meters of aggregate depth or an average depth of 10.32 meters per hole. A total of 355 test pits, with
an aggregate depth of 550.1 meters were completed covering six (6) tenement blocks.
9
Mineral Resource Estimates
The following table sets forth the mineral resource estimated by Mr. Pulanco based on the exploration
data obtained relating to the project site.
Cut-off Grade/Resource
Classification
At 0.8% cut-off grade
Measured ..................
Indicated ...................
Total/Avg..............
Estimated
Volume
(cubic meter)
Specific Gravity
Estimated
Tonnage
(DMT)
Estimated Average Grade of
Mineral Content
(in %)
Ni
Fe
Co
356,000
527,000
883,000
1.2
1.2
1.2
427,200
632,400
1,059,600
1.11
1.00
1.08
23.00
22.11
22.76
0.05
0.04
0.05
249,960
1.2
299,952
1.28
20.12
0.04
248,925
498,885
1.2
1.2
298,710
598,662
1.18
1.26
18.67
19.79
0.04
0.04
At 1.0% cut-off grade
Measured ..................
Indicated ...................
Total/Avg..............
g. Agreements
Heads of Agreement with GEOGRACE Resources Philippines, Inc.
On January 9, 2008, the Company’s Board of Directors approved the execution of a Heads of
Agreement (“HOA”) with Geograce Resources Philippines, Inc. (“Geograce”). Pursuant to the HOA,
Geograce has been granted the exclusive right to explore, develop and operate various mining
tenements which are controlled by the Company or controlled by it through its subsidiaries Mina
Tierra, Bountiful Geomines and Visayas Ore, as described herein under “Mining Claims and Permits”
(collectively known as the “Mining Tenements”).
Geograce’s exclusive right to explore, develop and operate any, some or all of the Mining Tenements
covered by the HOA shall be conditional upon the fulfillment of the following conditions precedent:
(a) satisfactory legal and technical due diligence on the Company and the Mining Tenements; (b)
satisfactory legal and technical due diligence on Minedomain, Nube Minerale and Minera Tierra and
their respective Small-scale Mining Companies; (c) satisfactory legal and technical due diligence on
Mina Tierra, Bountiful Geomines and Visayas Ore and their respective mining tenements, and the
Small-Scale Mining Permits for the Small-Scale Mining Companies; and (d) the approval of the terms
and conditions of the Operating Agreements for any, some or all of the mining tenements by the
appropriate regulatory agencies.
Subject to compliance with applicable laws, the parties intend to execute the necessary Operating
Agreements within sixty (60) days from the date the Exploration Permits and/or Small Scale Mining
Permits are secured for the various mining tenements covered by the HOA. Subject to such other
terms and conditions as may be agreed upon by the parties in the Operating Agreement. The
Company and Geograce agree to share equally in the net profits and operating expenses arising from
or relating to the operation of the concerned mining tenements covered by the HOA.
The HOA also granted Geograce the option to purchase any, some or all of the Mining Tenements by
way of cash or through property-for-share swaps whereby Geograce shall issue unissued shares in
exchange for the target Mining Tenements. The option to purchase granted to Geograce is subject to
the completion of satisfactory due diligence as detailed in the preceding paragraph, the fair valuation
of the target Mining Tenements and the approval of said transactions by the appropriate regulatory
agencies.
10
Cooperation Agreement with Jiangxi Rare Earth and Rare Metals Tungsten Group Co.
The Company, together with GEOGRACE signed on August 7, 2008, a Cooperation Agreement with
Jiangxi Rare Earth & Rare Metals Tungsten Group Co. (“Jiangxi”) (collectively known as the
“Parties”). The Parties agree to form a strategic partnership to jointly explore and develop the nickel
mining tenements directly or indirectly, held by NiHAO and GEOGRACE located in the province of
Zambales, as more particularly described below:
NiHAO Tenements
Affiliate Company
Mina Tierra Gracia, Inc.
MPSA
Location
MPSA–315-2010-III Botolan, Zambales
Area (has.)
5,081.6408
GEOGRACE Tenements
Affiliate Company
EPA #
Location
Nickeloadeon Mines, Inc.
AEP-III-08-07
Palauig and Tarlac
9,958
Ophiolite Mining, Inc.
EPA-106-III
Masinloc, Zambales
1,996
Garnierite Mining, Inc.
AEP-III-16-06
EPA-000063-III
Botolan and
Cabangan
Saprolite Mining, Inc.
AEP-III-17-06
EPA-000064-III
San Felipe and San
Narciso
2,029
Saprolite Mining, Inc.
AEP-III-22-06
EPA-000069-III
Cabangan and San
Felipe
3,474
Total
Area (has.)
12,957
30,414
Pursuant to the Cooperation Agreement, Jiangxi proposed to GEOGRACE and NiHAO the
following:
1) The formation of a Joint Venture (JV) company to conduct venture exploration on the nickel
mining tenements, directly or indirectly, held by NiHAO or GEOGRACE, subject to equity
ownerships to be determined later;
2) The establishment of a joint venture processing plant for nickel and cobalt in the Philippines,
subject to a detailed exploration work program and feasibility study; and
3) The execution of an Offtake Agreement subject to terms and conditions to be agreed upon by
the parties.
These proposed cooperation arrangements shall be covered by definitive agreements upon
completion by the Parties of their technical and legal due diligence of the parties and the
respective mining tenements described herein.
11
h. Related Party Transactions
On March 12, 2008, the Company issued 14,960,000 Common Shares to convert the advances from
Mr. Chia Kim Teck and OYEZ!!! Corporation in the aggregate amount of P15,041,465.00. Mr. Chia
Kim Teck received 2,349,732 Common Shares in exchange for his advances to the Company of
P2,349,732.00. OYEZ!!! Corporation received 12,610,268 Common Shares in exchange for its
advances to the Company in the aggregate amount of P12,691,733.00. Of the total Common Shares
issued, 14,960,000 shares were issued out the Company’s unissued stock that was authorized by the
Company’s Board and stockholders in separate meetings held on February 21 and May 31, 2007.
On July 31, 2007, the Company filed with the SEC a Notice of Exempt Transaction covering Common
Shares issued to OYEZ!!! Corporation and Mr. Chia Kim Teck. The sale of securities of an issuer to
fewer than 20 persons during a 12-month period is an exempt transaction under Section 10.1(k) of the
Securities Regulation Code.
On August 7, 2007, the SEC issued a Certificate of Approval of Valuation in relation to the issuance
of the Common Shares to convert the advances into equity. The shares issued to Mr. Chia and
OYEZ!!! were listed in the PSE on 14 August 2009.
i. Business Risks
The Company and its subsidiaries are engaged in a very competitive business. Numerous other factors
beyond the Company’s control may affect the marketability of any substances discovered. These
factors include market fluctuations, the proximity and capacity of natural resource markets and
processing equipment, government regulations, including regulations relating to prices, taxes,
royalties, land tenure, land use, importing and exporting of minerals and environmental protection.
The exact effect of these factors cannot be accurately predicted, but the combination thereof may
result in the Company not receiving an adequate return on invested capital.
j. 5:1 Stock Rights Offering
On January 14, 2009, the PSE approved the application of the Company to list up to 500,000,000
common shares to cover its 5:1 Stock Rights Offering (“the Offer”) at an offer price of P1.00 per share
to existing qualified shareholders of record as of October 9, 2009.
The Offer was conducted between October 19-23, 2009, and the Company raised a total of
P500,000,000.00 in gross proceeds. The Offer Shares were listed in the PSE on December 15, 2009.
As of December 31, 2010, the Company has made the following disbursements amounting to P 414.14
million out of the total P500 million Offer proceeds:
1. P 189.4 million as partial settlement of advances from shareholders;
2. P 137.0 million advances to Oriental Vision Mining Corp. (ORVI);
3. P 63.0 million representing 30% equity in ORVI;
4. P 16.2 million on offer-related expenses, and
5. P 8.5 million on operating expenses
k. Employees
As of year 2010, the Company had three (3) full-time employees handling the management and finance
operations. For year 2011, the Company expects to maintain the same number of employees.
The Company, its subsidiaries and the subsidiaries of Mina Tierra have no Collective Bargaining
Agreements with their respective employees. The Company believes that it has maintained an
amicable relationship with its employees and does not anticipate any labor-management issues to arise
in the near future.
12
Item 2. Properties
The Company leases office space with a total floor area of 153 square meters located at Suite 2002,
The Peak Condominium, 107 L.P. Leviste Street, Salcedo Village, Makati City from Angping and
Associates Securities, Inc. The lease is for a period of 2 years and shall expire on 31 December 2010.
Monthly lease rental amounts to P68,850.00.
A Mineral Production Sharing Agreement (MPSA) for the Company’s wholly owned subsidiary, Mina
Tierra Gracia, Inc. was released on 10 February 2010. The Company has four (4) mining claims. The
Company and its subsidiaries do not have any mortgage, lien or encumbrance over any of the Mining
Claims.
Item 3. Legal Proceedings
The Company and its subsidiaries are not involved as plaintiffs or defendants in any material legal
proceedings. There are also no threatened material legal proceedings against the Company and its
subsidiaries or involving the properties of the Company.
Item 4. Submission of Matters to a Vote of Security Holders
During the annual stockholders’ meeting and organizational meeting of the Board of Directors held on
17 December 2010, a new set of members of the Board of Directors, Officers and Committee Heads
and Members were elected and appointed during and was reported under SEC Form 17-C submitted
on the same date.
PART II - OPERATIONAL AND FINANCIAL INFORMATION
(A) Market for Registrant's Common Equity and Related Stockholder Matters
Market Information
The principal market for the shares of stock of the Company is the Philippine Stock Exchange
(PSE).
Closing Market price as at 11 April 2011 is pegged at P 2.28.
The high and low sales prices of each quarter within the last three years are as follows:
Year 2010
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
High
Low
P 04.15
3.55
3.95
3.20
P 3.95
3.40
3.85
3.00
P 01.09
2.08
3.76
8.70
P 0.75
0.85
1.55
3.15
Source : Technistock
Year 2009
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
Source : Technistock (adjusted price)
13
Year 2008
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
P 19.25
15.50
12.00
7.30
P 11.75
7.30
6.80
3.15
Source : Technistock
(2) Holders
The number of shareholders of record as of December 31, 2010 is 78.
As of December 31, 2008, the Company had 100,000,000 Common Shares issued and
outstanding, of which 85,000,000 Common Shares were listed. On January 14, 2009, the PSE
approved the applications of the Company to list: (a) 15,000,000 Common Shares covering the
14,960,0000 Common Shares issued to OYEZ!!! Corporation, Inc. and Mr. Chia Kim Teck by
way of conversion of advances into equity and 40,000 Common Shares which represent the
previously issued, but unlisted, shares; and (b) the 500,000,000 common shares subject of the
5:1 Stock Rights Offering (“Offer Shares.”) The Offer Shares shall come from the increase in
authorized capital stock of the Company from P100 million to P2 billion.
On December 09, 2009, the SEC approved the increase in authorized capital stock of NiHAO
Mineral Resources International, Inc. to PESOS: Two Billion (P2,000,000,000.00) divided into
Two Billion common shares of the same class, all with the par value of One Peso (P1.00) per
share.
On December 15, 2009, the 500,000,000 common shares covering the 5:1 Stock Rights
Offering to qualified stockholders on record as of October 9, 2009 were listed in the PSE. This
brings the issued and outstanding and listed shares of the Company to 600,000,000 common
shares as of December 31, 2009.
On December 29, 2010, the Board of Directors approved the issuance of Eighty Million
(80,000,000) shares via private placements at an issue price of One Peso and Thirty Five
Centavos (P 1.35) per share for a total consideration of One Hundred Eight Million Pesos
(P108,000,000.00). Proceeds of the issuances of shares shall be used to fund business
expansion activities that the Company plans to undertake for the next year, including the
acquisition of mining tenements and mining rights. In order to provide its existing shareholders
the same opportunity to subscribe to new shares of the Company, the BOD approved the
conduct of a 2:5 Stock Rights Offering at an Offer Price of One Peso (P 1.00) per share within
the year 2011.
14
Top 20 Stockholders as of December 31, 2010:
1.
2.
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
Name
PCD Nominee Corp. (Filipino)
PCD Nominee Corp. (Non-Filipino)
Angping, Jerry
Chia Kim Teck
Defensor, Michael
Jorge, Nicanor S.
Perez, Leonardo
Tiu, Alejo A.
Exconde, Arsenio
Gao, Yolanda
Jesus, Angelina
Kho, David
Papanicolan, N. F.
Tantuco, Eloisa
Aguilar, Diana
Bengson, Erlinda
Chan, Rudy
Co, Ana
Cruz, Rufia Dorothy Vera
Feliciano, Danilo
No of Shares Held % of Total
413,438,500
68.906%
149,506,865
24.918%
34,100,000
5.683%
2,349,732
0.392%
160,000
0.027%
80,000
0.013%
50,000
0.008%
40,000
0.007%
20,000
0.003%
20,000
0.003%
20,000
0.003%
20,000
0.003%
20,000
0.003%
20,000
0.003%
10,000
0.002%
10,000
0.002%
10,000
0.002%
10,000
0.002%
10,000
0.002%
10,000
0.002%
Top 20 stockholders as of March 31, 2011:
1.
2.
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
Name
PCD Nominee Corp. (Filipino)
PCD Nominee Corp. (Non-Filipino)
Angping, Jerry
Chia Kim Teck
Angping, Diana Kaye
Angping, Jerry ITF John Isaac Angping
Angping, Jerry ITF Christian Daniel Angpin
Angping, Ma. Rhodora V.
Defensor, Michael T.
jorge, Nicanor S.
Perez, leonardo
Tiu, Alejo
Exconde, Arsenio
Gao, Yolanda
Jesus, Angelina
Kho, David
Papanicolan N.F.
Tantuco, Eloisa G.
Aguilar, Diana
Bengson, Erlinda
No of Shares Held
% of Total
390,428,500
57.416%
149,506,865
21.986%
133,100,000
19.574%
2,349,732
0.346%
1,000,000
0.147%
1,000,000
0.147%
1,000,000
0.147%
1,000,000
0.147%
160,000
0.024%
80,000
0.012%
50,000
0.007%
40,000
0.006%
20,000
0.003%
20,000
0.003%
20,000
0.003%
20,000
0.003%
20,000
0.003%
20,000
0.003%
10,000
0.001%
10,000
0.001%
.
( 3) Dividends
There were no dividends declared in the previous and current years.
(4)
Recent Sales of Unregistered Securities
For the period 2008 to 2010, the company has no sale of any unregistered securities.
15
PART III – FINANCIAL INFORMATION
(A) Management's Discussion and Analysis or Plan of Operation.
Financial Performance
In Pesos Thousands
K e y F in a n cial In d ic a to r
Y ear 2010
Y ear 2009
R evenues
C ost and E xpenses
N et Incom e (Loss)
21,332
11,806
9,526
3,356
66,745
(63,389)
C urrent A ssets
C urrent Liabilities
T otal A ssets
T otal Liabilities
S tockholders' E quity
358,821
5,798
479,356
5,798
473,558
354,890
54,511
410,543
54,512
356,031
C urrent R atio
C urrent A ssets / C urrent Liabilities
358,821 / 5,798
D ebt to E quity R atio
T otal Liabilities/S tockholders' E quity
5,798 / 473,558
R eturn on assets
N et Incom e / T otal A ssets
9,526 / 479,356
61.89
0.01
0.15
54,511 /356,031
0.02
E arnings (Loss) P er S hare
N et Incom e (Loss) /W eighted ave. no. of shares
6.51
354,890 / 54,511
NA
0.01
9,526 /640 M
(0.35)
( 63,389) /183M
Full Fiscal Years
Calendar Year 2010
Financial condition / changes in financial condition
In 2009, the Company concluded a 5:1 Stock Rights Offering (“the Offer”) of 500,000,000
common shares at an offer price of P1.00 per share to existing qualified shareholders of record
as of October 9, 2009. The Offer was fully subscribed and generated total gross proceeds of
P500.00 million. Total disbursements made from offer proceeds amounted to P414.14 million as
of December 31, 2010.
On December 29, 2010, the Board of Directors agreed to open for subscription a portion of the
Company’s authorized but unissued capital stock. Mr. Jerry C. Angping, the President of the
Company and a major stockholder, agreed to subscribe to 80,000,000 common shares at a
subscription price of P 1.35 per share for a total consideration of P 108 million. A Subscription
Agreement covering this private placement transaction was entered into by and between the
Company and Mr. Angping on January 5, 2011. The proceeds from the private placement and
the balance of the SRO conducted in 2009 consequently led to an increase in total assets of
P68.18 million or 16.76% from P410.54 million in 2009 to P479.36 million in 2010.
Total increase in Current Assets are also attributable to the following:
1. increase in receivables amounting to P12.04 million - In December 2010, the
Company has signed a management agreement with Oregalore, Inc. (OI) whereby the
16
2.
Company will handle the due diligence engagement of OI’s acquisition of Masbate 13
Philippines, Inc. (MPI). Service income earned from the OI agreement amounted to
P14 million.;
increase in due to related party was brought about by the loan facility agreement signed
by the Company with Oriental Vision Mining Philippines, Inc. (ORVI) amounting to
P137.0 million. The loan proceeds were used by ORVI exclusively to fund its existing
mining projects.
Non-current assets amounted to P 120.53 million as of December 31, 2010, which were higher
by 116.58% or P64.88 million than December 31, 2009 balance of P55.65 million. The
increase was due to the acquisition of 30% equity in ORVI amounting to P 63.00 million.
As a result of the foregoing, total assets grew by P68.81 million or by 16.76% from P410.54
million in 2009 to P 479.36 million in 2010.
Total liabilities declined by 89.36% or P48.71 million from P54.51 million as of 2009 to P 5.80
million in 2010, brought about by the following:
1. decrease in payable of P 7.08 million from P 12.60 million in 2009 to P 5.52 million in
2010;
2. full payment of advances made from related party of P41.91 million; and
3. income tax payable as a result of management agreement with OI.
Capital stock increased pursuant to the private placement transaction of Mr. Jerry Angping
covering 80 million shares valued at P1.35 per share or a total amount of P108 million .
Deficit decreased by P 9.53 million or 3.9% from P244.24 million in 2009 to P234.71 million
in 2010 due to reported net income for 2010.
Pursuant to the OI Management Agreement dated December 2010, the Company posted service
income in the amount of P14 million. Interest income amounting to P 3.36 million from money
market placements in 2009 has doubled in 2010 which posted a total of P 6.98 million.
Operating expenses of P10.13 million were 74.07% or P28.93 million lower than those incurred
in 2009. This decrease was brought about by lower professional fees and no exploration costs
and donations made in 2010.
ORVI, the Company’s associate reported a net income for 2010 of P 11.71 million. The
investment made by NiHAO with ORVI in March 2010 for a 30% stake in its equity resulted to
its share in net income amounting to P 2.64 million.
In view of the aforementioned events, the Company successfully posted total net income of
P9.53 million.
Plan of Operations
The Company will continue to use the balance of the net proceeds from the 2009 SRO to
maintain its Botolan and Manticao Mining claims, the former which has already been awarded
a Mineral Production Sharing Agreement, and the Manticao Mining Claim, which will have to
be perfected into and Exploration permit before any work can be done on the property.
Management is likewise keen on the acquisition of other prospective mining claims that it can
develop for production in partnership with ORVI as well as with other select foreign and local
partners.
Botolan Mining Claim
The Company is continuously implementing its Community Relation Program (CRP) for its
MPSA located in Botolan and Iba, Zambales. As nickel prices continue to improve, the
Company may implement additional exploration on the property to determine the additional
17
commercial viability of developing the Botolan Mining Claim as a Direct Shipping Ore (DSO)
nickel mine. The Company believes that its investment in the implementation of a CRP will
easer the transition of the Botolan Mining Claim from exploration into development and full
scale operation.
Manticao Mining Claim and Other Potential Areas
NiHAO and its subsidiaries likewise have several Exploration Permit Applications (“EPAs”) in
various stages of completion, such as the EPAs in Antique and North Cotabato. as well as an
awarded Small Scale Mining Permit (“SSMP”). NiHAO will evaluate their respective mineral
potentials through its technical team and/or third party geological services companies in order
to determine the priority in which these EPAs shall be perfected and developed, as well as
determine the viability of renewal of the SSMP.
After the necessary evaluation and subsequent awarding of the corresponding Exploration
Permits (“EPs”) and prospective renewal of the SSMP, NiHAO shall implement exploration
works according to the approved Exploration Work Program and Environmental Work Program
attached to the EP and SSMP.
Mining Claims of ORVI
With the Company’s new found capabilities through its acquisition of a 30% stake in ORVI in
development and mining of mineral claims, the Company plans to seek out prospective targets
for acquisition for the expansion of its operations through ORVI.
The Company intends to implement additional exploration work programs within the Botolan
MPSA if nickel prices continue to stay at current levels. Plans for development of a loading
facility as well as the options to its possible location are being studied to minimize hauling and
transport costs of ore from the mine.
The Company and ORVI are in advanced talks with regards to the mineral properties it can
develop in conjunction with ORVI, which after development and extraction can contribute to
the increase in the overall cash flow of the Company. The company intends to aggressively
pursue its acquisition targets in the coming years.
The Company is also likewise engaged in discussion regarding the installation of a nickel
processing plant to add value to the DSO mining activity that ORVI currently undertaking.
a)
There is no known trend, event or uncertainty that has or is reasonably likely to have a
negative impact on the Company’s short-term or long-term liquidity. The Company is not in
default or breach of any note, loan, lease or other indebtedness or financing arrangement
requiring the Company to make payments.
b) The liquidity of the Company was generated from the Company’s financial resources as well
as from the proceeds of the private placements and the 2009 Stock Rights Offering.
c)
There are no events that will trigger direct or contingent financial obligation that is material
to the Company, including any default or acceleration of an obligation.
d) There are no material commitments for capital expenditures except for those provided for in
the use of proceeds from the 2009 Stock Rights Offering.
e)
There are no known trends, events or uncertainties that have had or that are reasonably
expected to have a material favorable or unfavorable impact on the Company’s financial
statements.
f)
There are no significant elements of income or loss that did not arise from the Company’s
continuing operations.
18
Top Five Key Performance Indicators
The following describes the Company’s top performance indicators.
Tonnage Sold. The amount of nickel ore the Company manages to sell will be the key driver for
revenues. Another factor affecting the revenues gained from shipments is the nickel content of the ore.
Nickel Prices. The price NiHAO will receive for the nickel ore it mines and sells will be based on
prevailing world prices. Nickel is a widely traded metal and the industry's benchmark price for nickel
is obtained from the London Metal Exchange.
Currency Exchange Rates. Because nickel is traded worldwide, its price is denominated in U.S.
dollars and all transactions for nickel are conducted in this currency. NiHAO's profitability as a
Philippine-based company will be affected by short-term fluctuations and long-term movement in the
exchange rates of U.S. dollars and Philippine pesos.
Cost per Ton. The cost the Company incurs for mining each metric ton of nickel is a key measure of
its operation's efficiency and competitiveness. Lowering costs through economies of scale is an
important consideration for NiHAO in order to achieve maximum profit.
Earnings Per Share. The Company's earnings per share is a key measurement of its profitability
especially when benchmarked against the earnings per share of other operators in the mining industry
Calendar Year 2009
Financial condition / changes in financial condition
In November 2009, the Company concluded a 5:1 Stock Rights Offering (“the Offer”) of 500,000,000
common shares at an offer price of P1.00 per share to existing qualified shareholders of record as of
October 9, 2009. The Offer was fully subscribed and generated total gross proceeds of P500.00
million. Total disbursements made from offer proceeds amounted to P159.10 million as of December
31, 2009. The balance of the offer proceeds, plus interest earned on money market placements,
resulted into a significant increase by P343.40 million in the Company’s cash balance from P1.14
million as of December 31, 2008 to P344.54 million as of December 31, 2009.
The successful Offer consequently led to a substantial increase in current assets of P315.22 million or
795% from P39.67 million in 2008 to P354.89 million in 2009, net of the following:
1. decrease in inventory amounting to P4.30 million - as a result of the extensive flooding in
Botolan, Zambales, the mine site stockpile was partially washed out, hence, an allowance for
inventory losses was provided;
2. decrease in receivables of P24.86 million – (a) providing impairment losses for uncollected
receivables of P5.58 million, (b) reversal to exploration expenses and professional fees advances
made to suppliers amounting to P4.06 million, and (c) offset of advances granted to former
stockholders of subsidiaries as against the amount of outstanding advances granted to/obtained
from the Company’s subsidiaries’ former stockholders;
3. increase in interest receivable from money market placements by P0.25 million; and
4. increase in input tax of P0.94 million
19
Non-current assets amounting to P 55.65 million is 27% or P20.69 million lower than December 31,
2008 balance of P P76.35 million. The decrease in non-current assets was due to the following
transactions:
1. derecognition of deferred tax assets amounting to P 8.67 million;
2. full provision of impairment losses on advances to suppliers amounting to P6.88 million;
3. net decrease in property and equipment (a) disposal of certain property and equipment
amounting to P0.80 million, (b) donation made to Botolan, Zambales of pre-fabricated
collapsible building with a net book value of P1.77 million, (c) wrote-off of unamortized
leasehold improvements due to termination of lease agreement in Botolan amounting to P
1.54 million , (d) depreciation during the year of P 1.61 million, and additional acquisitions
during the year of P0.58 million.
As a result of the foregoing, total assets grew by P294.53 million or by 254% from P116.02 million in
2008 to P 410.54 million in 2009.
Total liabilities declined by 72% or P142.08 million from P196.59 million as of 2008 to P 54.51
million during the year 2009, brought about by the following:
1. relative to item 2.c above on the discussion in increase in current assets, the corresponding
decrease of P15.29 million in liabilities was due to offset in advances granted to former
stockholders of subsidiaries;
2. net decrease in due to related party of P127.17 million – the Company has paid advances
amounting to P141 million and made additional advances prior to the Offer to fund various
expenditures; and
3. increase in accrued expenses of P0.38 million
The full subscription of the Offer in November 2009 resulted to an increase in subscribed capital stock
from P100.00 million to P600.00 million.
Deficit increased by P63.39 million from P180.85 million in 2008 to P244.24 million in 2009.
Operating expenses of P39.06 million were 32.59% or P18.83 million lower than those incurred in
2008. This decrease was brought about by higher exploration costs incurred in 2008.
Plan of Operations
The Company shall use the balance of the net proceeds from the Offer to finance the acquisition of
mining claims and/or mining companies, provision for advances to Oriental Vision Mining Philippines
Corp. (“ORVI”), further exploration and permitting for the Botolan and Manticao Mining Claims,
project due diligence, payment of shareholder/s advances and working capital requirements.
The Company will implement the following work programs through contracting qualified third parties
thus the Company does not expect any significant change in the number of its employees over the next
twelve (12) months.
Botolan Mining Claim and Related Small-Scale Mining Claims
The Company will focus on implementing a Community Relations Program (“CRP”) for the awarded
Mineral Production Sharing Agreement (MPSA) for the Botolan Mining Claim. This CRP intends to
establish a symbiotic relationship between the Company and the community. Establishing this
foundation will allow the community to be informed of the plans and programs of the Company
thereby enabling the Company to implement its exploration and mining activities in coordination with
the corresponding stakeholders, in compliance with the practice of Good Corporate Social
Responsibility. The implementation of the CRP and the subsequent exploration and development
works as stipulated in the Company’s approved work programs for the Botolan Mining Claim covers a
period of at least two (2) years.
20
The Company shall thoroughly evaluate the renewal of the small-scale mining claims owned by its
subsidiaries. If the renewal thereof is feasible and will be in line with the development and production
schedule to be implemented subsequent to the completion of the CRP, the Company will renew these
small scale mining claims in order to increase its tonnage capacity for production.
Manticao Mining Claim and Other Potential Areas
NiHAO and its subsidiaries likewise have several Exploration Permit Applications (“EPAs”) in
various stages of completion, such as the EPAs in Antique and North Cotabato, as well as an awarded
Small Scale Mining Permit (“SSMP”). NiHAO will evaluate their respective mineral potentials
through its technical team and/or third party geological services companies in order to determine the
priority in which these EPAs shall be perfected and developed, as well as determine the viability of
renewal of the SSMP.
After the necessary evaluation and subsequent awarding of the corresponding Exploration Permits
(“EPs”) and prospective renewal of the SSMP, NiHAO shall implement exploration works according
to the approved Exploration Work Program and Environmental Work Program attached to the EP and
SSMP.
Plans and Prospects
The recent acquisition of a 30% stake in Oriental Vision Mining Philippines Corp. (ORVI) has
prompted the study of outsourcing Mine Development and Operations to ORVI. NiHAO has started
discussions with ORVI management on the possibility of assigning the operating rights of its
properties to ORVI and entering into a profit-sharing agreement, a royalty agreement or a combination
of the two.
The Company is also planning to build a processing plant for nickel ore through prospective
partnering arrangements. This will mean that the Company will be able to add value to its raw nickel
ore product meaning additional profit margins, reducing the risks associated with the commodity price
swings.
Calendar Year 2008
Financial condition / changes in financial condition
The acquisition of two (2) additional subsidiaries by the Parent Company namely: Visayas Ore and
Bountiful Geomines and three (3) subsidiaries by its wholly owned subsidiary, Mina Tierra:
Minedomain, Nube Minerale and Minera Tierra, resulted into an increase in consolidated total assets
amounting to P 116.02 Million from P67.69 Million in 2007. To acquire these subsidiaries, the
Company made advances from OYEZ!!! amounting to P83.97 Million. This resulted to an increase in
total liabilities from P71.96 Million in 2007 to P 196.59 Million in 2008.
Part of the advances made to the Parent Company by the majority stockholders were converted to
equity resulting to a full subscription of its authorized capital stock of P100 Million. The valuation of
these shares equivalent to 14,960,000 was approved by the Securities and Exchange Commission on
August 2007. Nihao has a pending application with the Philippine Stock Exchange to list said shares.
Nube Minerale, one of the subsidiaries of Mina Tierra Gracia, Inc. which owns a small scale mining
permit for 5 hectares made test shipments during the year. This operation resulted to an inventory on
hand amounting to P 4.30Million as at December 31, 2008.
Capital expenditures for the year had reached P11.44 Million as compared to P0.45 Million recorded
in 2007. The operations in Botolan, Zambales necessitates improvements of leasehold assets to house
the technical and administrative personnel and acquisition of other fixed assets like transportation,
office and field equipment.
21
Results of operations
Except for the test shipments made by Nube Minerale, NiHAO and its subsidiaries has not started it
commercial operations as a mining company, but, has performed exploration studies on some
prospects. Relative to this, the group incurred exploration, development and operating costs of P83.98
Million. This is 477% or P 69.42 Million higher compared to P 14.54 Million expenses incurred in
2007. The increase in expenses is attributable mainly to P28.63 Million exploration costs incurred
mainly at Botolan, Zambales by Mina Tierra Gracia, Inc. who owns the Exploration Permit
denominated as EP-001-2008-III and loss on acquisition of subsidiaries amounting to P 22.84 million.
Professional and management fees with a total amount of P10.96 Million is P8.55 Million or 356%
higher as compared to 2007.
Financial Statements
Audit report enclosed
Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
None
PART IV - CONTROL AND COMPENSATION INFORMATION
(A) (1) Directors and Executive Officers of the Registrant
The following persons are the directors and officers who have been nominated to serve as
directors and officers until the next annual meeting of stockholders or until their successors,
if any, are elected.
Office
Director/Chairman of the Board
Director/ President
Independent Director
Independent Director
Director
Director
Director
Director
Director
Corporate Secretary
Treasurer/Chief Finance Officer
Name
Michael T. Defensor
Jerry C. Angping .
Zheng Yuanming
Manuel G. Ong
David O. Chua
Lam Kok Duen
Leonardo B. Cua
Raymond T. Koa
Garry Taboso
Arsenio C. Cabrera, Jr.
Alex Gonzales
Citizenship
Filipino
Filipino
Chinese
Filipino
Filipino
Chinese
Filipino
Filipino
Filipino
Filipino
Filipino
Age
41
56
46
54
42
53
55
56
33
50
46
MICHAEL T. DEFENSOR, Chairman, Filipino
Mr. Defensor, 41 years old, was elected Chairman of the Board on 11 April 2008. He holds an
undergraduate degree in History and a Masters in Public Administration from the University of
the Philippines. He has been engaged in public service for over 15 years. He was the youngest
elected Councilor of Quezon City at 22 before becoming the youngest elected Congressman of
the Tenth Congress at the age of 25. He served two terms in the legislature before joining the
executive branch. He was Presidential Adviser on Housing and Chairman of the Housing and
Urban Development Coordinating Council from 2001 to 2004, before becoming Secretary of
the Department of Environment and Natural Resources (DENR). As DENR Secretary from
2004 to 2006, he promoted mining investment and activity in the country after the Supreme
Court upheld the constitutionality of the Philippine Mining Act. From September 2004 to
February 2006, he served as the Chairman of the Natural Resources Development Corporation
and the National Mining Development Corporation. After his stint with the DENR, Mr.
Defensor served as the Presidential Chief of Staff from 2006 to 2007. He was elected Chairman
of Geo Management HK Limited in October 2007; Director of Petron Corporation on
December 4, 2007; Director of Geograce Resources Philippines, Inc. on 18 January 2008; and
22
Chairman of Minerales Industrias Corp. on February 7, 2008. From July 31, 2007 up to the
present, he has been serving as a Consultant and Adviser to the Board of Directors of First
Metro Investment Corporation.
JERRY C. ANGPING, President, Filipino
Mr. Angping, 56 years old, was elected President of the Company on 20 March 2009. Mr.
Angping holds a Masters of Business Administration from the Harvard Business School and a
degree in Broadcast Communication (Cum Laude). He has served on the boards of numerous
listed corporations, including Lepanto Consolidated Mining Company from 2004 to 2005 and
the Philippine Stock Exchange; Vice-Chairman of STI Education Inc.; and Chairman of
Peaksun Enterprises & Export Corp. He was likewise elected President of GEOGRACE
Resources Philippines, Inc. on 18 January 2008. From 1989 to 2007, he served as the Chairman
and President of Angping & Associates Securities, Inc. He also held the position of
Director/Vice-Chairman in First Metro Investment Corporation from 2002 to 2008. He
graduated cum laude with a degree in Broadcast Communication from the University of the
Philippines, where he was also on the faculty of the MBA program. He is formerly the
President of the Harvard Business School Association of the Philippines and the Harvard Club
of the Philippines and is a member of the Makati Business Club.
ZHENG YUANMING , Independent Director, Chinese
Mr. Zheng, 46 years old, was elected Director of the Company on 18 December 2009. He is
currently the President of Zheng Trading, U-Huat International Travel, Inc. and New York
Blvd. Mr. Zheng is also the CEO of Mond Brothers, Inc. He is currently the President of
Philippine Harmoniuos Grand Mason and Vice President of Philippine Chinese Chamber of
Commerce and Ind., Inc.
MANUEL G. ONG, Independent Director, Filipino
Mr. Ong, 54 years old, was elected Director of the Company on 18 December 2009. He is
currently the Vice President and Technical Director of Industrial Welding Corporation.
DAVID O. CHUA, Director, Filipino
Mr. Chua, 42 years old, was elected Director of the Company on 20 February 2008. He
graduated from St. Mary's College of California with a Bachelors of Science in Financial
Services Management Honors Program and received his Master of Business Administration
from J.L. Kellogg School of Management (Northwestern University) and the Hong Kong
University of Science & Technology (HKUST) Graduate School of Management. Mr. Chua is
President of both Cathay Pacific Steel Corporation (CAPASCO) and Asia Pacific Capital
Equities and Securities Corporation. He currently serves as a director on the board of the
Philippine Stock Exchange, Philippine Savings Bank and Crown Equities Inc. He is also a
trustee of the University of the East and the University of the East Ramon Magsaysay Medical
Center. Mr. Chua is a director and Chairman of the Trade Committee of the Federation of
Filipino-Chinese Chambers of Commerce and Industry as well as Chairman of the 2008
National Employer’s Conference of the Employers Confederation of the Philippines (ECOP),
He also serves as a director of the Galleria Corporate Center Condominium Corporation and as
director and Treasurer of the Heavenly Garden Memorial Park Development Corporation. Mr.
Chua currently serves as President of the Kellogg/Northwestern University Alumni Association
of the Philippines as well as the President of the Philippine Steelmakers Association and
director of the Hardware Foundation of the Philippines. He is also a member of the Makati
Business Club, Financial Executives Institute of the Philippines (FINEX), ECOP, Rotary Club
of Makati West and the Young Presidents Organization. He was previously a director for First
Metro Investment Corporation, The Philippine Banking Corporation, PBC Capital and
Investments Corporation and Philippine Internet Service Organization.
23
LAM KOK DUEN A.K.A. JAMESON LIM, Director, Chinese
Mr. Lim, 53 years old, was elected Director of the Company on 18 December 2009. He is
currently the Chairman of Metro Steel Mfg. Corporation. Mr. Lim is currently the President of
Maptco Fasteners Pty. Ltd. (Aust.), Xiuanmen Jo-An (Fasteners) Trading Co., Ltd., Quanzhou
Xinghong Fartners Co. Ltd., Stainless Screw International Sales and Best Top Fasteners
Industrial Sales.
LEONARDO B. CUA, Director, Filipino
Dr. Cua, 55 years old, was elected Director of the Company on 17 December 2010. He
graduated from the University of the Philippines, Diliman, Quezon City, with a degree in B. S.
Biology. He is a Doctor of Medicine from the University of the East Ramon Magsaysay
Memorial Medical Center (“UERMMMC”) He completed his post graduate internship from the
Manila Doctor’s Hospital (1980-1981) and residency training, specializing in anesthesia, at
UERMMMC. He is a member of the Philippine Medical Association, Philippine Society of
Anesthesiologist and Rotary Club of Chinatown-Manila-Chapter. He is currently a Visiting
Anesthesia Consultant at UERMMMC and Medical Center, Manila, and has been the Vice
President for Operations of BCHT Enterprises from 1990 up to present.
RAYMOND T. KOA, Director, Filipino
Mr. Koa, 56 years old, was elected Director of the Company on 17 December 2010. He is a
graduate of the Philippine School of Business Administration with a degree in Bachelor of
Science in Business Administration. He has been the Vice President-General Manager of
Mercury Multi-Sales Corporation from 1984 to present date.
GARRY LINCOLN CALIXTRO TABOSO, Director, Filipino
Mr. Taboso, 33 years old, was elected Director of the Company on 17 December 2010. He is a
graduate of the University of the Philippines with a degree in Bachelor of Science in
Electronics and Communication Engineering. He has been the Manager of Armstrong
Electronics from 2000 to present dates.
ARSENIO C. CABRERA, JR., Corporate Secretary, Filipino
Atty. Cabrera, 50 years old, has been the Corporate Secretary and Corporate Information
Officer of the Company since 30 November 2006. He is a member of the Philippine Bar, holds
a Bachelor of Laws (Second Honors) and a Bachelor of Science in Legal Management from the
Ateneo de Manila University. Mr. Cabrera is the Managing Partner of Herrera Teehankee &
Cabrera Law Offices. He is currently the General Counsel of Systems Technology Institute,
Inc., Corporate Secretary of GEOGRACE Resources Philippines, Inc., JTH Davies, Inc.,
Calatagan Bay Realty, Inc., Canlubang Golf and Country Club, Inc., DLS-STI College, Inc.,
Foundation for Filipinos, Inc., Lorenzo Shipping Corporation, Northcroft Lim (Philippines)
Inc., People’s Shrine Foundation, Inc. Renaissance Condominium Corporation, Sonak
Holdings, Inc., Trend Developers, Inc., Villa Development Corporation and WVC
Development Corporation.
ALEX R. GONZALES, Treasurer/Chief Finance Officer/Compliance Officer, Filipino
Mr. Gonzales, 46 years old was appointed as CFO and Treasurer in 2010. He has been the
Administrative and Finance Manager of Geograce Resources Phils., Inc, from November 2007
to present date. He was Conservator for the Insurance Commission from January 2007 to
August 2007 (appointed by the Insurance Commission as conservator for Cathay Insurance
Company, Inc.), and was the Team Head/ Accounts Officer of the Wholesale Lending
Department Of the Land Bank of the Philippines from 1985 to 2004.
24
(2)
Identify Significant Employee
No person, who is not a director or an executive officer, is expected to make a significant
contribution to the business of the Company. Neither is the business highly dependent
on the services of certain key personnel.
(c)
Family Relationships
No family relationships up to the fourth civil degree either by consanguinity or affinity
exist among the directors, executive officers or persons nominated or chosen by the
Company to become directors or executive officers.
(d)
Involvement in Certain Legal Proceedings
To the knowledge and/or information of the Company, the above named directors and
executive officers of the Company are not, presently or during the last five (5) years up
to the present date, involved or have been involved in: (a) any bankruptcy petition filed
by or against any business of which such person was a general partner or executive
officer; (b) any conviction by final judgment, in a criminal proceeding, domestic or
foreign, or being subject to a pending criminal proceeding, domestic or foreign,
excluding traffic violations and other minor offenses; (c) being subject to any order,
judgment, or decree, not subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, domestic or foreign, permanently or temporarily enjoining,
barring, suspending or otherwise limiting his involvement in any type of business,
securities, commodities or banking activities; and (d) being found by a domestic or
foreign court of competent jurisdiction (in a civil action), the Commission or comparable
foreign body, or a domestic or foreign Exchange or other organized trading market or
self regulatory organization, to have violated a securities or commodities law or
regulation, and the judgment has not been reversed, suspended, or vacated.
Disagreement with a Director
No director has declined to stand for re-election to the Board of Directors since the date
of the last annual stockholders’ meeting because of a disagreement with the Company on
any matter relating to the Company's operations, policies or practices.
25
(B)
Executive Compensation
SUMMARY COMPENSATION TABLE
Name and Principal Position
Year
2011 (est)
Michael Defensor - Chairman
Alex Gonzales, CFO / Treasurer
All Other Officers as a Group unnamed
2010
Michael Defensor - Chairman
Alex Gonzales, CFO / Treasurer
All Other Officers as a Group unnamed
2009
Michael Defensor - Chairman
Jerry Angping, President
Reynaldo Damasco, VP - Operations
Annual Compensation
Salary
Bonus
Other
2,600,000
0
========
======== ========
2,891,000
========
========
0
========
3,100,000
========
========
0
========
Maribel O. Severino, CFO / Treasurer
Francis Tan - Executive Director
All Other Officers as a Group unnamed
•
Compensation of Directors and Chairman
Other than per diems in the amount of P5,000.00 for each Board meeting attended, the
Directors of the Company are not compensated, directly or indirectly, for any services
provided as such including committee participation or any special assignments. There are
no other arrangements pursuant to which any director of the Company was compensated,
or is to be compensated, directly or indirectly, for any services provided as a director.
The By-Laws of the Company provide that the officers of the Company shall be paid
such salaries as the Board of Directors may determine.
•
Employment Contracts and Termination of Employment and Change-in-control
Arrangement
There are no special arrangements as to the employment contract of any executive
officer such that said officer will be compensated upon his resignation, retirement or
other termination from the Company or its subsidiaries, or as may result from a changein-control except as provided by law.
•
Warrants and Options Outstanding
There are no outstanding warrants and options outstanding held by the Company’s
President, the named executive officers and all officers and directors as a group.
26
(C) Security Ownership of Certain Beneficial Owners and Management as of December 31,
2010
( 1 ) Security Ownership of Certain Record and Beneficial Owners
Name and address
of record owner
Type of Class
and relationship
with owner
Common
PCD Nominee Corp
Common
PCD Nominee Corp
Name of
Beneficial Owner
and relationship
with Record owner
No. of
Shares Held
Citizenship
Percent
Filipino
Non-Filipino
413,438,500
149,506,865
68.91%
24.92%
Filipino
Non - Filipino
16,971,822
130,502,260
2.83%
21.75%
Filipino
Non - Filipino
162,070,985
2,063,400
27.01%
0.34%
The Enterprise, Makati City
Name of PCD participant owning more than 5%
HDI Securites, Inc.
11F Ayala Tower I, Ayala Avenue, Makati City
Angping & Associates
20/F The Peak, 107 LP Liveste St.
Salcedo Village, Makati City
Note 1 PCD Nominee Corporation is a wholly owned subsidiary of Philippine Central
Depository, Inc. (PCD) and is the registered owner of the shares in the book of the
Company’s transfer agent. The participants of the PCD are the beneficial owner of such
shares. PCD holds the shares on behalf of their clients.
( 2 ) Security Ownership of Management
Type of Class
Common shares
Name of Beneficial Owner
Michael T. Defensor
Jerry C. Angping
David Chua
Manuel Ong
Raymond Koa
Kok Duen Lam
Leonardo B. Cua
Garry Lincoln Taboso
Zheng Yanmeng
Arsenio Cabrera , Jr.
All Directors and executive
officers as a group
D/I
D/I
D/I
D
D
D
D/I
D/I
D
I
Amount & nature
of beneficial
ownership
3,000,000
39,194,745
600
1,000
1,000
1,000
100,000
1,001,000
1,000
100,000
43,400,345
Citizenship
Filipino
Filipino
Filipino
Filipino
Filipino
Chinese
Filipino
Filipino
Chinese
Filipino
Percent
of
class
0.5000%
6.5325%
0.0001%
0.0002%
0.0002%
0.0002%
0.0167%
0.1668%
0.0002%
0.0167%
7.2334%
(D) Certain Relationships and Related Transactions
No family relationships up to the fourth civil degree either by consanguinity or affinity exist
among the directors, executive officers or persons nominated or chosen by the Company to
become directors or executive officers.
27
PART V – CORPORATE GOVERNANCE
On 14 March 2011, the Company has submitted an Amended Manual on Corporate
Governance to the Securities and Exchange Commission., and on 22 December 2010, the
Company’s Compliance officer issued a “Certification” attesting that the Company
substantially adopted all the provision of the Company’s Amended Manual on Corporate
Governance, as prescribed by SEC memorandum Circular No. 2, Series of 2002.
PART VII - EXHIBITS AND SCHEDULES
(A) Exhibits and Reports on SEC Form 17-C
(a) Exhibits - See accompanying index to Exhibits
•
The other exhibits, as indicated in the Index to Exhibits are either not applicable to
the Company or require no answer.
(b) Reports on SEC Form 17-C
1.
Filed on February 23, 2010 – execution on February 19, 2010 a Mineral Production
Sharing Agreement “MPSA” to Mina Tierra Gracia Inc. over an area of 5,081.6408
hectares.
2.
Filed on March 29, 2010 – Acquisition of 30% equity interest in Oriental Vision Mining
Philippines Corporation (ORVI) and the Board of Director’s approval on the revision of
the use of the Five Hundred Million Pesos (P500,000,000.00) proceeds of the 5:1 Stock
Rights Offering of NiHAO in view of the acquisition of ORVI shares of stock and loan
in favor of ORVI.
3.
Filed on April 29, 2010 – Postponement of annual stockholders meeting of NiHAO
4.
Filed on May 6, 2010 – amended 17C filed on April 29, 2010 re Postponement of annual
stockholders meeting of NiHAO
5.
Filed on October 01, 2010 – Resignation of Ms Maribel Severino as Treasurer, Chief
Financial Officer and Compliance Officer
6.
Filed on October 18, 2010 – Notice of Annual Stockholders Meeting on December 17,
2010 at 5:00 PM at Mezzanine Floow, NiHAO-Sun Plaza, Shaw Blvd. corner Princeton
Street Brgy. Wack-Wack, Greenhills East, Mandaluyong City. Record date on
November 12, 2010.
7.
Filed on October 26, 2010 – Time and venue of the Annual Stockholders’ Meeting was
reset on December 17, 2010 at 4:30 PM at 5/F NiHAO-Sun Plaza, Shaw Blvd. corner
Princeton Street, Barangay Wack-Wack, Greenhills East, Mandaluyong City.
28
8.
Filed on November 4, 2010 – Final list of candidates pre-screened and determined by the
Nominations Committee of NiHAO to be eligible for election to the Board of Directors
of the Company:
1.
2.
3.
4.
5.
6.
7.
Jerry C. Angping
Michael T. Defensor
Lam Kok Duen
David O. Chua
Gary Taboso
Leonardo Cua
Raymond Koa
Independent Directors
8. Cheng Yuanming
9. Manuel G. Ong.
9.
Filed on December 20, 2010 – a) Election of Directors and Officers
b) approval of the increase in authorized capital stock of ORVI
10. Filed on December 30, 2010 – The Board of Directors approved the issuance of Eighty
Million (80,000,000) shares via private placement to Mr. Jerry Angping at the issue price
of One Peso and Thirty Five Centavos (P 1.35) per share or a total consideration of One
Hundred Eight million Pesos (P 108,000,000.00)
The Board likewise approved the issuance of additional shares of stocks via Stock
Rights Offering. The SRO shall be implemented on a 2:5 proportion i.e. five (5) shares
held by qualified stockholder entitle said stockholder to subscribe to two (2) shares at
the par value of One Peso (P 1.00) per share.
29