Philex Mining : 2024 Definitive Information Sheet (Pages 1-131)

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S.E.C. Registration Number

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(Company's Full Name)

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(Business Address: No. Street City/Town Province)

Atty. Barbara Anne C. Migallos Atty. Daneia Isabelle F. Palad

Contact Person

899-2123/8969357 to 59

Telephone Number of the Contact Person

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Month Day

Fiscal Year

M S R D

Dept. Requiring this Doc.

Total No. of Stockholders

	SEC 20-IS		Any day
Definitive Information Statement		in June
(Annual Stockholders' Meeting)
	FORM TYPE		Month Day
				Annual Meeting
	N/A
Secondary license Type, If Applicable

N/A

Amended Articles Number/Section

Total Amount of Borrowings

Domestic

Foreign

To be accomplished by SEC Personnel concerned

		File Number		LCU
		Document I.D.		Cashier

STAMPS

Remarks = Pls. use black ink for scanning purposes

PHILEX MINING CORPORATION

Notice of the 2024 Annual General Meeting of Stockholders

TO OUR STOCKHOLDERS:

Please be informed that the Annual General Meeting of the Stockholders of PHILEX MINING CORPORATION (the "Company") will be held on Tuesday, 9 July 2024 at 2:30 p.m. at Grand Hyatt Manila, Grand Ballroom III, 8th Avenue corner 35th Street, Bonifacio Global City. The order of business at the Meeting will be as follows:

1. Call to Order
2. Proof of Required Notice of the Meeting
3. Certification of Quorum
4. Reading and Approval of the Minutes of the 22 June 2023 Stockholders'
   Meeting and Action Thereon
5. Presentation of Annual Report and Audited Financial Statements for the Year Ended 31 December 2023 and Action Thereon
6. Ratification and Approval of the Acts of the Board of Directors and Executive Officers During the Corporate Year 2023-2024
7. Appointment of Independent Auditors for Financial Year 2024
8. Appointment of Election Inspectors to serve until the close of the next annual meeting
9. Election of Directors
10. 1. Election of Regular Directors
    2. Extension of the term of the Independent Directors and their election
11. Other Matters
12. Adjournment

For purposes of the Meeting, only stockholders of record as of the close of business on 12 April 2024 are entitled to notice of, and to vote at, the Meeting. The Meeting will be held in-person only. Shareholders who will attend the meeting are requested to bring some form of identification such as passport, driver's license, or company I.D., in order to facilitate registration, which will start at 12:00 noon on July 9, 2024.

The Information Statement for the Meeting is posted on the Company's website. To access the Information Statement, with the attached Management Report, Audited Financial Statements for the period ended 31 December 2023, 2024 First Quarter Report, and Proxy Form, please go to http://www.philexmining.com.ph/

Proxies. A proxy form that is compliant with the Securities and Exchange Commission is attached to the Information Statement. Stockholders who cannot attend the meeting can still be represented and vote at the Meeting by submitting a proxy by email to [e-mail], or by sending a physical copy to the Office of the Corporate Secretary at the Company's principal office at 2/F LaunchPad, Reliance Street corner Sheridan Street, Mandaluyong City, Metro Manila. The deadline for submission of proxies is 1 July 2024. Proxy validation will be on 2 July 2024 at 12:00 noon at the Company's office indicated above.

On-linevoting. Secured on-line voting or electronic voting will be available for stockholders. Online voting instructions can be found in the Information Statement. Please log on to http://www.philexmining.com.ph/investor-relations/vote-onlineto cast votes. Online voting will close at 12:00 noon on 1 July 2024.

BARBARA ANNE C. MIGALLOS

Corporate Secretary

The Rationale and Explanation for each Agenda item requiring shareholders' approval is attached to this Notice as Annex "A".

On-Line Voting Instructions are attached to this

Notice as Annex "B".

The Information Statement with Management Report, the SEC Form 17-A with the 2023 Audited Financial Statements, SEC Form 17-Q, and the Proxy Form are posted on the Company's website.

(www.philexmining.com.ph)

ANNEX "A"

EXPLANATION AND RATIONALE For each item on the Agenda of the

2024 Annual General Stockholders Meeting of

Philex Mining Corporation requiring the vote of stockholders

AGENDA

1. Call to Order
   The Chairman will formally open the 2024 Annual General Stockholders' Meeting. The Directors and Officers of the Company will be introduced.
2. Proof of Required Notice of the Meeting
   The Corporate Secretary will certify that copies of this Notice and the Information Statement with its accompanying documents have been duly provided in accordance with SEC Rules, within the required periods, to stockholders of record as of 12 April 2024.
3. Certification of Quorum
   The Corporate Secretary will attest whether a quorum is present for the meeting.
4. Reading and Approval of the Minutes of the 22 June 2023
   Stockholders' Meeting and Action Thereon
   Stockholders may examine the Minutes of the 22 June 2023 Annual General
   Stockholders' Meeting in accordance with Section 73 of the Revised
   Corporation Code. The Minutes are available on the Company's website (www.philexmining.com.ph).
5. Presentation of Annual Report and Audited Financial Statements for the Year Ended 31 December 2023 and Action Thereon
   The annual report and the financial statements of the Company, audited by the Company's external auditors, Sycip Gorres Velayo & Company, will be presented. The report will include the Audited Financial Statements, a copy of which accompanies this Notice and the Definitive Information Statement. Copies of the Information Statement and the Audited Financial Statements for 2023 will be made available on the Company's website.
   OPEN FORUM. After the report, there will be an open forum where the appropriate officer will answer questions from stockholders.
   Resolution to be adopted: Stockholders will vote for the adoption of a resolution approving the annual report and audited financial statements for the year ended 31 December 2023.
6. Ratification and Approval of the Acts of the Board of Directors and Executive Officers during the Corporate Year 2023-2024
   The actions taken by the Board and the officers that are to be ratified and approved by stockholders are summarized in the Information Statement and referred to in the Management Report.

Resolution to be adopted: Stockholders will vote for the adoption of a resolution ratifying and approving the acts of the Board of Directors and Officers.

7. Appointment of Independent Auditors for Financial Year 2024

The Audit Committee has endorsed the appointment of Sycip Gorres Velayo

& Company as the Company's independent external auditors for the year

2024.

Resolution to be adopted: Stockholders will vote for the adoption of a resolution for the appointment of Sycip Gorres Velayo & Company as independent external auditors of the Company for 2024.

1. Appointment of Elections Inspectors to serve until the close of the next annual meeting
   An independent party will be appointed by the shareholders to serve as election inspector responsible for counting and/or validating the votes cast for all shareholders' meetings held in the ensuing year until the next annual meeting. In previous years, representatives of the independent external auditor were appointed.
   Resolution to be adopted: Stockholders will vote on a resolution for the appointment of Mr. Peter John R. Ventura of Sycip Gorres Velayo & Company as an election inspector to serve as such for the ensuing year and until the close of the next annual stockholders' meeting.
2. Election of Directors
   The Final List of Candidates for election as Directors, as prepared by the
   Nominations Committee in accordance with the Company's By-laws, the Revised Manual on Corporate Governance, the Securities Regulation Code and its Implementing Rules and Regulations, and SEC guidelines for the election of independent directors, will be presented to the stockholders, and the elections will be held.
   The stockholders will:
3. 1. elect nine (9) regular directors; and
   2. extend the terms of and elect the two (2) independent directors
4. Other Matters

Matters that are relevant to and appropriate for the Annual General Stockholders' Meeting may be taken up. No Resolution, other than the resolutions explained in the Notice and Information Statement, will be submitted for voting by stockholders.

11. Adjournment

ANNEX "B"

ONLINE VOTING INSTRUCTIONS

For the 2024 Annual Stockholders' Meeting of

PHILEX MINING CORPORATION

Secured electronic voting or online voting in absentia for the 2024 Annual Stockholders' Meeting of PHILEX MINING CORPORATION (the "Company") is available to certified shareholders of record as of 12 April 2024. Instructions for online voting for certified shareholders are as follows:

1. Log on tohttp://www.philexmining.com.ph/investor-relations/vote-online.
2. Key in your STOCKHOLDER NUMBER on the box labeled
   "STOCKHOLDER NUMBER".
   Your STOCKHOLDER NUMBER serves as your account number with the Company, and can be found in previous letters and communications of the Company, including letters for dividends. If you cannot locate your STOCKHOLDER NUMBER, you may inquire with Ms. Alma A. Escalante of the Company's Investor Relations Division at [phone]to 88, local 890 or via email at [e-mail],or Mr. Richard D. Regala of Stock Transfer Services, Inc., the Company's stock transfer agent at (632) 403-24510 or [phone], or via email at [e-mail].
3. Key in your STOCKHOLDER NUMBER on the box labeled SECURITY CODE. The SECURITY CODE will be provided by the Company after the stockholder successfully registers with the Company.
4. Upon entering a valid STOCKHOLDER NUMBER and the correct SECURITY CODE, stockholder details (i.e. name, address, contact numbers, email address) will appear at the top of the page. Stockholders are requested to fill in the information for contact details (MOBILE NUMBER, LANDLINE, and EMAIL ADDRESS) to update their record with the Company.
   The online ballot showing "Items Requiring Shareholder Approval" will appear afterward.
5. For each item requiring shareholders' approval, click the appropriate box or boxes to indicate your vote. For all items, except the election of directors, click only one box opposite "YES", "NO", or "ABSTAIN" to indicate your vote.
6. For the election of directors, stockholders may vote up to nine (9) regular directors, and two (2) independent directors. Click the boxes opposite the names of the chosen nominees to indicate your vote. Cumulative voting is allowed; please refer to Item 4 of the Information Statement for an explanation of cumulative voting.

To submit the online ballot, click the "SUBMIT" button on the lower right hand portion of the page. Once submitted, shareholders may still change their vote by clicking BACK to return to the previous page. As soon as the votes are finalized and the SUBMIT button is clicked, a confirmation message "Thank you for Voting" will appear.

1. Online ballots will be accepted until 12:00 noon on 1 July 2024.
2. Results of the voting by shareholders will be announced for each item on the Agenda requiring the vote of shareholders, and shall be duly disclosed and shall be made available on the Company's website on the business day following the meeting.

For any questions or concerns, kindly contact the office of the Corporate Secretary via email at [e-mail].

SECURITIES AND EXCHANGE COMMISSION

SEC FORM 20-IS

INFORMATION STATEMENT PURSUANT TO SECTION 20

OF THE SECURITIES REGULATION CODE

1. Check the appropriate box:
   [ ] Preliminary Information Statement [X] Definitive Information Statement
2. Name of Registrant as specified in its charter: PHILEX MINING CORPORATION
3. Province, country or other jurisdiction of incorporation or organization: Metro Manila,
   Philippines

4.	SEC Identification Number:	10044
5.	BIR Tax Identification Code:	000-283-731-000

1. Address of principal office: 2nd Floor LaunchPad, Reliance Street corner Sheridan Street,
   Mandaluyong City, Metro Manila
2. Registrant's telephone number, including area code: [phone]to 88
3. Date, time and place of the meeting of security holders:

Date	:	9 July 2024
Time	:	2:30 p.m.
Venue	:	Grand Hyatt Manila, Grand Ballroom III, 8th Avenue corner 35th
		Street, Bonifacio Global City

1. Approximate date on which the Information Statement is first to be sent or given to security holders: 18 June 2024 (at least 21 days prior to the Meeting)
2. In case of Proxy Solicitations:

Name of Person Filing the Statement/Solicitor:

Philex Mining Corporation

Address and Telephone Number:

2nd Floor LaunchPad, Reliance Street corner Sheridan Street, Mandaluyong City, Metro Manila 1600

1. 631-1381to 88

11. Securities registered pursuant to Sections 8 and 12 of the Code or Sections 4 and 8 of the RSA (information on number of shares and amount of debt is applicable only to corporate registrants):

Number of Shares of

Common Stock Issued	5,782,399,068 common shares
Amount of Debt Outstanding	Php9,926,140,000 (as of 31 March 2024)

12. Are any or all of registrant's securities listed on a stock exchange?

( x )Yes	( )No
If so, disclose name of Exchange:	Philippine Stock Exchange, Inc.

PART I.

INFORMATION REQUIRED IN INFORMATION STATEMENT

A. GENERAL INFORMATION

Item 1. Date, Time and Place of Meeting of Security Holders

The Annual Meeting of Stockholders of PHILEX MINING CORPORATION (the "Company" or "PMC"), a corporation organized and existing under the laws of the Philippines with principal office address at 2/F, LaunchPad Reliance corner Sheridan Streets, Mandaluyong City will be held on Tuesday, 09 July 2024 at 2:30 p.m. The venue for the Annual Stockholders' Meeting will be at Grand Hyatt Manila, Grand Ballroom III, 8th Avenue corner 35th Street, Bonifacio Global City (the "Stockholders' Meeting" or the "Meeting").

The Agenda of the Meeting, as indicated in the accompanying Notice of Annual Meeting of Stockholders, are as follows:

1. Call to Order
2. Proof of Required Notice of the Meeting
3. Certification of Quorum
4. Reading and Approval of the Minutes of the 22 June 2023 Stockholders' Meeting and Action Thereon
5. Presentation of Annual Report and Audited Financial Statements for the Year Ended 31 December 2023 and Action Thereon
6. Ratification and Approval of the Acts of the Board of Directors and Executive Officers During the Corporate Year 2023-2024
7. Appointment of Independent Auditors for Financial Year 2024
8. Appointment of Election Inspectors to serve until the close of the next annual meeting
9. Election of Directors
10. 1. Election of Regular Directors
    2. Extension of the term of the Independent Directors and their election
11. Other Matters
12. Adjournment

As in previous years, there will be an OPEN FORUM before the approval of the Annual Report and Audited Financial Statements for the year ended December 31, 2023 is submitted to the vote of the shareholders. Questions will likewise be entertained for other items in the agenda as appropriate and consistent with orderly proceedings.

For the purpose of the Meeting, only stockholders of record at the close of business on 12 April 2024 will be entitled to vote. Stockholders are requested to bring some form of identification such as passport, driver's license, or company I.D, in order to facilitate registration, which will start at 12:00 noon on July 9, 2024.

Stockholders who cannot attend the meeting can still be represented and vote at the Meeting by submitting a proxy by email to [e-mail](the "Dedicated Email Address") or by sending a physical copy to the Office of the Corporate Secretary at the Company's principal office at 2/F LaunchPad, Reliance corner Sheridan Streets, Mandaluyong City, Metro Manila. The deadline for submission of proxies is on 01 July 2024. Secured electronic or online voting will also be available for certificated shareholders at http://www.philexmining.com.ph/investor-relations/vote-online.Online voting instructions are attached to the Notice accompanying this Information Statement.

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Proxies will be tabulated by the stock transfer agent, Stock Transfer Services, Inc. ("STSI") (34th Floor, Rufino Plaza, Ayala Avenue, Makati City), and such tabulation will be subject to review by the Company's external auditors, Sycip Gorres Velayo & Company, as necessary. Proxies will be voted as indicated by the shareholder in the proxy and applicable rules. The Special Committee of Inspectors constituted by the Company's Board of Directors, composed of the Corporate Secretary, the Compliance Officer, and a representative of the stock transfer agent, shall validate the proxies on 2 July 2024 at 12:00 noon.

The Management Report, the Annual Report under Securities Exchange Commission ("SEC") Form 17-A with the Audited Financial Statements for the year ended 31 December 2023, and 2023 First Quarter Report SEC Form 17-Q are attached to this Information Statement as Annexes "B", "C" and "D", respectively and may be accessed through the Company's website through http://www.philexmining.com.ph/. Upon written request of a shareholder the Company shall furnish such shareholder with a copy of the said Annual Report on SEC Forms 17-A and 17-Q, as filed with the SEC free of charge.

Voting procedures are contained in Item 19 of this Information Statement and will be stated at the start of the Meeting. Cumulative voting is allowed; please refer to Item 4 and Item 19 for an explanation of cumulative voting.

Further information and explanation regarding specific agenda items, where appropriate, are contained in various sections of this Information Statement. This Information Statement constitutes notice of the resolutions to be adopted at the Meeting.

This Information Statement and Proxy Form shall be sent to security holders not later than 18 June 2024, after the approval of the Definitive Information Statement by the SEC.

Item 2. Dissenters' Right of Appraisal

There are no corporate matters or action to be taken during the Meeting that will entitle a stockholder to a Right of Appraisal as provided in Title X of the Revised Corporation Code of the Philippines (Republic Act No. 11232).

For the information of stockholders, any stockholder of the Company shall have a right to dissent and demand payment of the fair value of his shares in the following instances, as provided in Section 80 of the Revised Corporation Code of the Philippines:

1. In case of an amendment to the articles of incorporation has the effect of changing or restricting the rights of any stockholder or class of shares, or of authorizing preferences in any respect superior to those of outstanding shares of any class, or of extending or shortening the term of corporate existence;
2. In case of sale, lease, exchange, transfer, mortgage, pledge or other disposition of all or substantially all of the corporate property and assets as provided in this Code;
3. In case of merger or consolidation; and
4. In case of investment of corporate funds for any purpose other than the primary purpose of the corporation.
5. Section 11 of the Revised Corporation Code automatically grants perpetual existence to Corporation existing at the time of its effectivity unless stockholders representing a majority of its outstanding capital stock elect to retain the specific corporate term under its Articles of Incorporation. However, any change in the corporate term under Section 11 is without prejudice to the appraisal right of dissenting stockholders.

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