[Amend-1]Substantial Acquisitions

Update on the disclosure on the "Agreement for the Sale and Purchase of the Shares of STEAG GMBH in STEAG STATE POWER INC." ("SPI") (the "SPA") between SPC Power Corporation ("SPC") and Intrepid Holdings, Inc. ("IHI"), together as Purchasers, and STEAG GMBH ("STEAG") as Seller.

The SPA was executed on February 10, 2022. Subject to the terms and conditions of the SPA, Seller shall sell its 51% interest in the outstanding capital stock of SPI to the Purchasers, with SPC acquiring 40.5% interest and IHI acquiring 10.5% interest. The closing of the sale shall be subject to conditions precedent.

Subsequently, it has been determined however, that securing completely the satisfaction or waiver of the conditions precedent is highly unlikely, thus the Parties have mutually agreed to terminate the SPA.

SPI currently owns and operates the 210MW Coal-fired Thermal Power Plant in Misamis Oriental. The plant was built through a Build-Operate-Transfer scheme, with the National Power Corporation as the other party to the Power Purchase Agreement with a period of twenty-five (25) years.

As part of the Company's mission to provide quality and reliable power supply, this transaction is an opportunity to support growth and address the country's need for affordable and sustainable power supply. The Company expects to receive stable and consistent profits over the life of the Power Purchase Agreement with Power Sector Assets and Liabilities Management Corp. (PSALM)

The SPA was executed on February 10, 2022. Subject to the terms and conditions of the SPA, Seller shall sell its 51% interest in the outstanding capital stock of SPI to the Purchasers, with SPC acquiring 40.5% interest and IHI acquiring 10.5% interest. The closing of the sale shall be subject to conditions precedent.

SPI currently owns and operates the 210MW Coal-fired Thermal Power Plant in Misamis Oriental. The plant was built through a Build-Operate-Transfer scheme, with the National Power Corporation as the other party to the Power Purchase Agreement with a period of twenty-five (25) years.

Completion shall be on the tenth (10th) Business Day after the date on which the Conditions are satisfied or waived or at such other place and on such other date as the Parties may agree in writing , but no later than June 1, 2022, unless the Seller and the Purchasers agree to extend such date if Completion does not occur by such date.

The Conditions that need to be satisfied or waived by the parties are:

1. The approval by the National Power Corporation and/or (as applicable) Power Sector Assets and Liabilities Management Corporation, as co-obligors in the Power Purchase Agreement, of the transaction;

2. The consent of the Board of Investments to or of the transfer of ownership/change in control of SPI; and

3. The consent and/or waiver of pre-emptive rights, as applicable, by the other shareholders in SPI to the transaction; and

4. The approval by lenders.

Subsequently, it has been determined however, that securing completely the satisfaction or waiver of the conditions precedent is highly unlikely, thus the Parties have mutually agreed to terminate the SPA.

The Consideration for the transfer of the ownership rights over the Shares shall be the sum of: (i) the consideration for the common shares of Thirty-Three Million Eight Hundred Eighty-Nine Thousand United States Dollars (USD 33,889,000.00); (ii) the consideration for the redeemable shares of Eighteen Million One Hundred Ten Thousand Eight Hundred Eighty-Eight United States Dollars (USD 18,110,888.00); and interest accrued on the aggregate amount at the Locked Box rate.

Locked Box Interest Rate means an amount equal to the interest, accrued on a daily basis, at a rate of four percent (4%) per annum calculated over the period starting from 01 January 2021 until (and including) Completion or 31 March 2022, which ever is earlier.

The Consideration shall be payable at Completion. However, the SPA was terminated due to unlikelihood of securing the satisfaction or waiver of the conditions precedent.

The valuation was based on the present value of the expected cash flows of SPI until the expiration of the Power Purchase Agreement and further negotiations between the parties.

The total number of shares acquired is 241,611,045 which represents 51% of the total outstanding capital stock of SPI.

Full payment upon satisfaction of the Conditions precedent and occurrence of Completion Date
Conditions Precedent to Closing of Transaction:

1. The approval by the National Power Corporation and / or (as applicable) Power Sector Assets and Liabilities Management Corporation, as co-obligors in the Power Purchase Agreement, of the transaction;
2. The consent of the Board of Investments to or of the transfer of ownership/change in control of SPI; and
3. The consent and/or waiver of pre-emptive rights, as applicable, by the other shareholders in SPI to the transaction; and
4. The approval by lenders.

1. The approval by the National Power Corporation and/or (as applicable) Power Sector Assets and Liabilities Management Corporation, as co-obligors in the Power Purchase Agreement, of the transaction;
2. The consent of the Board of Investments to or of the transfer of ownership/change in control of SPI; and
3. The consent and/or waiver of pre-emptive rights, as applicable, by the other shareholders in SPI to the transaction; and
4. The approval by lenders.

STEAG State Power Inc. (SPI) ( formerly State Power Development Corporation) was incorporated on December 19, 1995. SPI was organized for the purpose of owning, financing, building, operating and maintaining the first coal thermal power plant in Mindanao plant located at the PHIVIDEC Industrial Estate in Villanueva, Misamis Oriental. The 210MW power plant was established through a BOT (Build-Operate-Transfer) partnership with the state-owned National Power Corporation (NPC) over a period of 25 years.
SPI is a world-class energy company and a leader in advance coal-fired power generation technology. Since start of operations in November 2006, the power plant has supplied the additional baseload capacity and has thus far helped stabilize electric supply needed to sustain the island's growth and progress.

SPI's business is to invest in and/or undertake or participate in the development, design, establishment, financing, except financial leasing, construction, building. operation, maintenance and/or transfer or in the rehabilitation, operation, lease and transfer of diesel, gas turbine, coal and/or steam power plants, and other power generating plants of any type and any related facilities, including substations, high voltage lines and interconnection facilities and apparatus and port facilities together with facilities for the loading, unloading, preparation and storage of fuel, the extraction and transportation of fuel, the sale (on a wholesale basis) of the energy generated thereby. and the use of waste and other by-products thereof, all as provided by and/or under contract with the government of the Republic of the Philippines, or any subdivision, instrumentality or agency thereof, or any government owned or controlled corporation, or other entity public or private, engaged in relation to any of the following of the foregoing including in the development, supply, distribution or utilization of energy.

SPI currently owns and operates the 210MW Coal-fired Thermal Power Plant in Misamis Oriental. The plant was built through a Build-Operate-Transfer scheme, with the National Power Corporation as the other party to the Power Purchase Agreement with a period of twenty-five (25) years.

The earnings contribution from Steag State Power Inc. shall immediately accrue to the Company based on the terms and conditions under which the transaction has been completed. The equity share in net income of associates shall be reflected in the consolidated financial statements of the Company.

To update the details of this transaction

Please see following attachments:

1. SEC Form 17-C (Update)
2. Attachment A_Allocation of Shares and Price
3. Part 1 SPI Audited Financials_2020_PFRS
4. Part 2 SPI Audited Financials_2020_PFRS
5. 2004.03.26_SPI Certificate of filing of Amended Articles of Incorporation
6. Amended Articles of Incorporation and By-Laws 2004
7. General Information Sheet (GIS)_2021_SEC Received