Dominion Holdings Inc. (DHI) shareholders approved the company’s merger with Indophil Resources Phils. Inc. and Sonar Holdings Inc., clearing a major corporate hurdle in its bid to gain control of the Tampakan copper-gold project in South Cotabato.
The merger, approved at DHI’s annual shareholders’ meeting on Sept. 14, will make DHI the surviving entity and give it 100 percent of the voting rights in Sagittarius Mines Inc. (SMI), which holds the financial and technical assistance agreement covering the Tampakan project.
The transaction advances DHI’s previously disclosed strategy to become a holding company primarily invested in mining companies, giving the listed firm a direct corporate vehicle for one of the Philippines’ largest undeveloped copper-gold deposits.
DHI said management fixed the merger exchange ratio at book-to-book value, based on the audited interim financial statements of DHI, Indophil and Sonar as of Aug. 31, 2026.
Under the deal, DHI will issue new common shares to the shareholders of Indophil and Sonar in exchange for their shares and the transfer of their assets and liabilities.
Shareholders also approved the waiver of the rights or public offer by the majority of minority shareholders for the shares to be issued under the merger.
The transaction will significantly expand DHI’s authorized capital stock to P30 billion from P3.42 billion. The enlarged capital will consist of 29.75 billion common shares and 2.5 million preferred shares, providing capacity for the shares to be issued as consideration for the merger.
The merger still requires approval from the Securities and Exchange Commission and other applicable regulatory clearances, with DHI targeting completion in the fourth quarter.
DHI said the transaction is expected to generate long-term growth and returns while supporting its shift toward a mining-focused investment portfolio.
The shareholder approval, however, is not yet a green light for Tampakan development. It primarily reshapes ownership and puts DHI closer to controlling the project through SMI, with further regulatory and project-level steps still ahead.
The merger is a significant for DHI’s repositioning of the company from a general holding vehicle toward a potentially major player in the Philippine mining sector.
