Dominion Holdings targets Q4 completion of Tampakan-linked merger

Dominion Holdings, Inc. expects its merger with two firms that hold 100% of voting rights in Sagittarius Mines, operator of the Tampakan Copper-Gold Project, to be completed in Q4 2026, pending shareholder and regulatory approvals. The deal will give DHI full voting control of SMI and the project's

Dominion Holdings, Inc. (DHI) expects its proposed merger with two companies that collectively hold 100% of the voting rights in Sagittarius Mines, Inc. (SMI), operator of the Tampakan Copper-Gold Project, to be completed by the fourth quarter of 2026, subject to shareholder and regulatory approvals. In a corporate disclosure filed on Monday, DHI said the merger with Indophil Resources Phils., Inc. and Sonar Holdings, Inc. is expected to be fully implemented by Q4 2026. DHI shareholders are scheduled to vote on the merger and related matters at the company’s annual general meeting on Sept. 14.

Under the proposed transaction, the assets of Indophil and Sonar will be transferred to DHI in exchange for new DHI shares, drawn from DHI’s existing unissued capital stock and from its proposed increase in authorised capital stock to P30 billion from P3.42 billion. The exchange ratio will be based on the latest audited financial statements of the constituent companies, with an independent third-party valuator issuing a fairness opinion. The Philippine Stock Exchange (PSE) ruled in August that the transaction falls under its Revised Rules on Backdoor Listing, and trading in DHI shares remains suspended pending compliance.

Upon completion, DHI will acquire 100% of the voting rights in SMI, which holds the Financial and Technical Assistance Agreement (FTAA) covering the Tampakan Copper-Gold Project. Indophil holds a 40% ownership interest in SMI, while Sonar is disclosed as holding a 31.6% interest, with the transfer of legal title to the Sonar-held shares still undergoing registration. SMI’s audited financial statements as of end-2025 showed total assets of P33.06 billion, up from P31.01 billion a year earlier, with mine development costs accounting for the bulk at P32.82 billion. Total liabilities rose to P27.50 billion from P23.53 billion, including P18.73 billion in loans payable to a related party.

Companies controlled by the Sy family own 87.93% of Indophil, while DFC Holdings, Inc., a holding company of the Consunji family, owns 10.02%. Alsons Consolidated Resources, Inc. and Alsons Corp., holding companies of the Alcantara family, own 1.81% and 0.23%, respectively. Sonar is an investment holding company of the Sy family. DHI’s board of directors and principal officers are expected to remain substantially unchanged after the transaction, apart from changes in its capital structure depending on the final merger terms.

SMI’s 2012 mineral resource estimate placed the Tampakan deposit at 2.94 billion metric tons grading 0.51% copper and 0.19 gram per ton of gold, containing an estimated 15 million metric tons of copper and 17.9 million ounces of gold at a 0.2% copper cut-off grade. The company said the resource report has not been updated since 2012. SMI has received full approval of its Declaration of Mining Project Feasibility, authorising it to proceed with development and operations under its amended FTAA, which expires on March 22, 2038, following restoration of 18 years lost to force majeure. Several additional permit applications remain pending, including for areas intended as a limestone source, a possible extension of the Tampakan mineralisation domain, and a water-treatment facility.