NEXGEN ENERGY CORP.

INITIAL PUBLIC OFFERING (“IPO”)

Application and Settlement Procedures for Local Small Investors

Under the Small Investors Program of
the Securities and Exchange Commission (“SEC”)
and The Philippine Stock Exchange, Inc. (“PSE”) through the
PSE Electronic Allocation System (“PSE EASy”)

These Local Small Investors guidelines (“LSI Guidelines”) supplement and do not replace or supersede
and must be read in conjunction with the Terms and Conditions of the Application to Purchase (the
“Application”) and the final prospectus of NexGen Energy Corp. (the “Company”) dated on or about June
27, 2024 (the “Final Prospectus”) prepared in relation to the offer of the Offer Shares (the “Offer”). The
Final Prospectus has been uploaded on the Company’s website (www.nexgen-energy.ai) and the PSE
EDGE Portal (https://edge.pse.com.ph) and will be distributed to the PSE Trading Participants. All
requirements stated in the Application must be complied with, except when clearly inconsistent
herewith. Unless otherwise provided, capitalized terms used have the same meanings ascribed to them
in the Final Prospectus, unless otherwise defined herein. Please refer to the annexes attached thereto,
each of which form an integral part of this LSI Guidelines. Any specific time of day refers to Philippine
Standard Time.

1. Out of the Offer Shares being offered pursuant to the Company’s initial public offering of such
shares, an aggregate of up to 30,000,000 Offer Shares are allocated to the Local Small
Investors (“LSIs”) and made available nationwide through the PSE Electronic Allocation
System or PSE EASy (https:// easy.pse.com.ph,), subject to final allocation, which shall be
consistent with the applicable rules, as may be determined by China Bank Capital Corporation
(“Chinabank Capital”) and Investment & Capital Corporation of the Philippines (“ICCP” and
together with Chinabank Capital, the “Joint Lead Underwriters”). Further information about the
Company, details about the Offer, and this LSI Guidelines, and instructions for subscribing
through PSE EASy shall be made available in the online IPO information center at the
Company’s website at (www.nexgen-energy.ai).

2. The Offer Shares allocated for the LSIs may be subscribed to and purchased by any natural
person of legal age regardless of nationality, or any corporation, association, partnership, trust
account, fund or entity residing in and organized under the laws of the Philippines and/or
licensed to do business in the Philippines, regardless of nationality, subject to the Restrictions
on Ownership, as described in the Final Prospectus, and the Company’s right to reject, in whole
or in part, an Application, or reduce the number of Offer Shares applied for subscription. For
the avoidance of doubt, any payment received pursuant to the Application does not constitute
approval or acceptance of the Application.

3. Only Applications duly accomplished through PSE EASy will be received and accepted. The
system will generate a unique PSE EASy reference number (which is the 20-character
alphanumeric code generated upon completion of the application that follows this format:
“XGXXXXXXXXXXXXXXXXX”) for the LSI applicant (“LSI Applicant”) and provide the payment
instructions.

4. LSI Applications through PSE EASy must be completed on or before 12:00 noon on July 8,
2024. Payments for applications to purchase the Offer Shares must be settled on or before
12:00 noon on July 8, 2024 for check and online payments via DragonPay in the PSE EASy
platform and by 1:00 p.m. on July 8, 2024 for cash and online payments through BDO online
or mobile banking. An LSI Applicant should nominate in the Application the participant
recognized as such by the Philippine Depository & Trust Corp. (“PDTC”) pursuant to its rules
(“Depository Participant”) through which the shares allocated to it will be delivered on the Listing
Date or through which a refund, if and when applicable, may be made. Otherwise, the
Application shall not be accepted.

5. As required under the listing rules of the PSE (the “PSE Rules”), the Offer Shares should be in
 scripless form and lodged with the PDTC on the Listing Date. In the event an LSI Applicant does
not have an existing account with a Depository Participant, the LSI Applicant may apply for
opening of a securities trading account with any Trading Participant of the PSE (each a “TP”)
for the lodgment of the LSI Applicant’s LSI shares. A list of the TPs and their contact information
is provided in (https://www.pse.com.ph/directory/).

6. Once the trading account is opened, the LSI Applicant may nominate the relevant TP with
whom the trading account is opened as its endorsing TP, prior to submission of the Application
via PSE EASy.

7. LSI Applicants may also apply for opening of a securities trading account with Chinabank
Capital’s affiliated brokerage house China Bank Securities Corporation and may process the
account opening online via the website indicated below:

Default Trading Participant Website Access / Contact Details

https://www.chinabankseconline.ph/
+63 (2) 8333 – 7388
China Bank Securities
Click “Open an Account” on the +63 (2) 8333 – 7389
Corporation
website to commence the +63 (2) 8230 6660 to 64
account opening process

LSI Applicants are encouraged to process the opening of the securities trading account as soon
as possible, taking into account each TP’s requirements and processing time as well as the
deadline for the LSI Applications. LSI Applications (with a nominated “PSE Trading Participant”)
must be completed on or before 12:00 noon of July 8, 2024.

8. As defined under the PSE Rules, an LSI is a share subscriber who is willing to subscribe to a
minimum board lot or whose subscription does not exceed ₱100,000.00.

For this Offer, each LSI Applicant may purchase a minimum of 3,000 Offer Shares or
₱5,040.00, and thereafter in multiples of 1,000 Offer Shares or ₱1,680.00, while the maximum
subscription shall be 59,000 Offer Shares or up to ₱99,120.00.

9. Note that LSI applications will be processed on a first-come, first-served basis. Multiple LSI
applications (i.e., two or more LSI applications by the same applicant) will not be allowed.
Orders shall be accepted by the PSE EASy up to 12:00 noon on July 8, 2024. LSI applications
shall be allocated through a distribution mechanism wherein fully paid applications will be
allocated in ascending order (i.e., from the lowest to the highest). There shall be no allocation of
shares for partially paid subscriptions. Such partially paid subscriptions shall be refunded in
accordance with Paragraph 13 of these LSI Guidelines. Should the total demand for the Offer
Shares in the LSI program exceed its maximum allocation, the Joint Lead Underwriters shall
allocate the Offer Shares ensuring fair distribution by satisfying first the applications of LSI
Applicants with the smallest orders.

10. LSI Applicants who subscribed to the Offer Shares are advised to check their PSE EASy
account for updates regarding the status of their Applications. LSI Applicants shall be notified
of their allocations at the end of the Offer Period.

11. Modes of Payment.

Below are the available payment options of LSIs:

a. Over-the-counter cash or check deposit payment in any BDO branch via Bills
Payment under the merchant account “NEXGEN IPO”.

Type of Transaction: Bills Payment

Biller Name: NEXGEN IPO
For check payments, only personal or corporate checks, and manager’s or cashier’s
 checks with a clearing period of not more than one (1) Business Day and drawn against
any BSP authorized agent bank will be accepted as a valid mode of payment. The
check must be dated as of the date of submission of the Application, made payable to
“NEXGEN IPO”, and crossed “Payee’s Account Only”. Checks subject to clearing
periods of over one (1) Business Day shall not be accepted.

The PSE EASy Reference Number should be indicated in the deposit/payment slip for
over-the counter payments. LSI Applicants are encouraged to bring a copy of the PSE
EASy email confirmation containing the PSE EASy Reference Number for validation.

Deadline for check payments is at 12:00 noon on July 8, 2024, while deadline for
cash payments is at 1:00 p.m. on July 8, 2024.

b. Online payment via BDO under the biller name “[NEXGEN IPO]” through the
following online payment channels:

(i) BDO Online Banking; or

(ii) BDO Mobile Banking

LSI Applicants must enroll “NEXGEN IPO” as a merchant in their online BDO accounts
and indicate the PSE EASy Reference Number in the “Reference Number” field. Only
LSI Applicants with existing and active BDO accounts and who have successfully
enrolled “NEXGEN IPO” as a merchant may pay through the BDO online platform or
the BDO mobile banking app.

Deadline for online payments is at 1:00 p.m. on July 8, 2024.

c. Online payment via DragonPay through the PSE EASy platform.

Deadline for online payments via DragonPay through PSE EASy is at 12:00 noon on
July 8, 2024.

d. For LSI Applicants with Abacus Securities Corporation (“MyTrade”), COL Financial
Group, Inc. (“COL Financial”) and First Metro Securities Brokerage Corp. (“First Metro
Sec”) as the nominated PSE Trading Participant, payment instructions are as follows:

Trading Participant Payment Instructions

Abacus Securities Corporation https://bit.ly/FundMyTradeXGLSiNow
(“MyTrade”)
COL Financial Group, Inc. https://bit.ly/COLIPOguide
(“COL Financial”)
First Metro Securities Brokerage https:help.firstmetrosec.com.ph/hc/en-
Corp. (“First Metro Sec”) us/articles/900002893083-How-to-pay-for-
your-PSE-Easy-IPO-FOO-subscription

For any questions related to the payment process, you may contact the following:

Trading Participant Contact Details

MyTrade Email: [email protected]
Landline: +63 (2) 8667 89 00
COL Financial Email: [email protected]
Facebook Messenger:
http://facebook.com/COLfinancial
First Metro Sec Email:
[email protected]
 Landline: +63 (2) 8859 0600

Each LSI Applicant is responsible for ensuring that the payment details provided upon
payment are correct. The PSE EASy reference number should be indicated in the
deposit/payment slip for over-the-counter payments or in the “Reference
Number” field for online payments. Please refer to Annex B for the detailed payment
instructions.

The payment instructions generated by PSE EASy and delivered to the LSI Applicant
via email (a sample of which is provided in Annex E), shall reflect the relevant merchant
details to be used. Failure to strictly comply with the foregoing instructions, or failure to
include the PSE EASy Reference Number in the deposit/payment slip when making
over-the-counter payments or in the “Reference Number” field in online payments, or
any discrepancies in the PSE EASy Reference Number indicated may cause the
rejection of the LSI Application.

LSI Applicants must ensure that they will pay only once through the chosen designated
channels. Failure to pay through the chosen designated channels may result to the
rejection of the LSI Application. If multiple payments are processed for the same order,
the additional payments will be refunded accordingly following the process for refunds
as described in these LSI Guidelines.

Any and all bank charges, remittance fees, and all relative charges and fees shall be
for the account of the LSI Applicant. The full payment for the Offer Shares subject of
an Application must be received by the Company, through the Receiving Agent,
without deduction for any charges relevant to the Offer.

12. Key dates of the IPO:

Offer Period: 9:00 a.m. on July 1, 2024 to 12:00 noon on July 8, 2024

a. Deadline for paymentsOver-the-counter cash payment in any BDO branch via

Bills Payment under the biller name “NEXGEN IPO” on July 8, 2024, no later
than 1:00 p.m.;

b. Over-the-counter check payment in any BDO branch via Bills Payment under the
biller name “NEXGEN IPO” on July 8, 2024, no later than 12:00 noon;

c. Online payment via BDO online Bills Payment under the biller name “NEXGEN
IPO” through online banking or mobile banking on July 8, 2024, no later than 1:00
p.m.; and

d. Online payment via DragonPay through the PSE EASy platform on July 8, 2024,
no later than 12:00 noon.

Listing Date: July 16, 2024

The Company and the Joint Lead Underwriters reserve the right to extend or terminate
the Offer Period for LSIs with the approval of the SEC and the PSE.

13. In the event that (i) the number of Offer Shares to be received by an LSI Applicant, as confirmed
by the Joint Lead Underwriters, is less than the number covered by its Application, (ii) the LSI
Applicant’s payment is incomplete or less than the full payment amount of the Application, or
(iii) if an Application is rejected by the Company, then all or a portion of the payment
corresponding to the number of Offer Shares wholly or partially rejected shall be refunded,
without interest.

All refunds shall be made through the Receiving Agent, at the LSI Applicant’s risk. For LSI
 Applicants with the nominated TP consenting to process LSI refunds, all refunds may be made
through such nominated TP, at the LSI Applicant’s risk. The refunds will be processed by the
Receiving Agent directly to the nominated TP by transferring immediately available funds to
the relevant bank account of, or via check to, each relevant nominated TP in such amount
representing the total refunds due to the clients of the relevant TP on or before the fifth (5th)
Business Day after the end of the Offer Period or on July 15, 2024. The affected LSI Applicants
may coordinate directly with their respective nominated TP, as indicated in the submitted LSI
Application.

The list of consenting TPs (if any) will be announced by the Company through the PSE
EDGE website (https://edge.pse.com.ph) as and when applicable.

Refunds to the TP is subject to its consent to receive the refunds on behalf of its LSI clients and
submission of the Letter Confirmation and Undertaking herein attached as Annex “D” by the
TP. Otherwise, refunds shall be made directly to the LSI Applicant through checks. Check
refunds shall be made available for pick-up at the office of the Receiving Agent at 34th Floor,
Unit-D, Rufino Pacific Tower, 6784 Ayala Avenue, Makati City, Philippines (the “Receiving
Agent Office”) starting on the fifth (5th) Business Day from the end of the Offer Period or on
July 15, 2024. If such check refunds, as applicable, are not claimed after thirty (30) calendar
days after July 15, 2024, such checks shall be mailed to the LSI Applicant’s registered address
indicated in the LSI Application at the LSI Applicant’s risk.

14. LSI Applicants may request for their allocated Offer Shares to be converted from scripless form
to certificated form through their respective nominated Depository Participant only after the
Offer Shares have been listed. The cost of the issuance for such stock certificate shall be for
the account of the LSI Applicant.

15. Any questions related to the Offer or the LSI Guidelines may be directed to the representatives
of the Joint Lead Underwriters or the Receiving Agent below.

Joint Lead Underwriters

Name Contact Number E-mail Address

China Bank Capital Corporation
Chinabank Capital +632 8885-5005 [email protected]
Distribution Team +632 8230 6957 [email protected]
+632 8230 6604
+632 8885 5555 loc.
6182
Investment & Capital Corporation of the Philippines
Equity Capital Markets +632 8790-2200 loc. [email protected]
237 or 339 [email protected]

Receiving Agent

Institution Name Contact No. Email Address

Stock Transfer Service, Jenny Rose P. Padernos +63 (2) 5307 5037 jrpadernos@stocktrans
Inc. Kristine S. Cavita +63 (2) 5310 3671 fer.com.ph
kscavita@stocktransfer
.com.ph
 Annex A

FINAL TERMS OF THE OFFER

NEXGEN ENERGY CORP.

The following does not purport to be a complete listing of all the rights, obligations, and privileges
attaching to or arising from the Offer Shares. Some rights, obligations, or privileges may be further
limited or restricted by other documents and subject to final documentation. Prospective investors are
enjoined to exercise appropriate due diligence and perform their own independent investigation and
analysis of the Company and the Offer Shares. Each prospective investor must rely on its own
appraisal of the Company and the Offer Shares and its own independent verification of the information
contained herein and any other investigation it may deem appropriate for the purpose of determining
whether to invest in the Offer Shares and must not rely solely on any statement or the significance,
adequacy, or accuracy of any information contained herein. The information and data contained herein
are not a substitute for the prospective investor’s independent evaluation and analysis. A specific time
of day refers to Philippine Standard Time. Capitalized terms not defined herein shall have the
meanings ascribed to them in the final Prospectus dated on or about June 27, 2024 and any
amendments thereto (the “Prospectus”).

Issuer : NexGen Energy Corp.

Selling Shareholder : Pure Energy Holdings Corporation.

Pure Energy Holdings Corporation (“PEHC”) was incorporated on May 21,

2013 with the primary purpose of being a holding company. The principal
office of PEHC is located at 3rd Floor JTKC Center, 2155 Pasong Tamo,
Makati City. PEHC is the parent company to five (5) key subsidiaries:
Repower Energy Development Corporation, the hydropower arm; NexGen
Energy Corp., the wind and solar power arm; Pure Geothermal Inc., the
geothermal power arm; Unified Energy Solutions Inc., the retail electricity
service provider, and Pure Water Corporation, the bulk water, wastewater
treatment, and distribution arm.

Sole Issue Manager, Joint : China Bank Capital Corporation

Lead Underwriter and Sole
Bookrunner

Joint Lead Underwriters : China Bank Capital Corporation

Investment & Capital Corporation of the Philippines

Selling Agents : Trading Participants of The Philippine Stock Exchange, Inc.

The Offer : Offer and sale of 300,000,000 Firm Shares with an offer of up to 45,000,000
Option Shares by the Selling Shareholder pursuant to the Overallotment
Option (as described below).

Firm Shares : 300,000,000 primary common shares to be issued by the Company.

Option Shares : Up to 45,000,000 secondary common shares owned and to be sold by the
Selling Shareholder pursuant to the Overallotment Option.

Offer Shares : The Firm Shares and the Option Shares.

Offer Price : ₱1.68 per Offer Share.

Institutional Offer : At least 210,000,000 Offer Shares (or 70% of the Firm Shares) (the
“Institutional Offer Shares”) are being offered and sold to certain qualified
buyers (“QBs”) and other investors in the Philippines, by the Joint Lead
Underwriters. The Option Shares will form part of the Institutional Offer.

The allocation of the Offer Shares between the Trading Participants and Retail
Offer and the Institutional Offer is subject to adjustment as agreed among the
Company, the Selling Shareholder and the Joint Lead Underwriters. See “—
Reallocation” below.

Trading Participants and : Up to 90,000,000 Firm Shares (or 30% of the Firm Shares) (the “Trading
Retail Offer Participants and Retail Offer Shares”) are being offered in the Philippines
through all the PSE Trading Participants and to local small investors (“LSIs”)
under the Local Small Investors Program of the PSE (subject to reallocation
as described below) at the Offer Price. Up to 60,000,000 Firm Shares (or 20%
of the Firm Shares) are being offered to all of the PSE Trading Participants
(the “Trading Participants Offer Shares”) and up to 30,000,000 Firm
Shares (or 10% of the Firm Shares) are being offered to LSIs.

Each PSE Trading Participant shall initially be allocated 491,000 Firm Shares
(computed by dividing the 60,000,000 Firm Shares among the 122 active PSE
Trading Participants rounded down to the required subscription multiple),
subject to reallocation as may be determined by the Joint Lead Underwriters.
The balance of 98,000 Firm Shares will be allocated to the PSE Trading
Participants as may be determined by the Joint Lead Underwriters.

Each LSI applicant may subscribe up to a maximum of 59,000 Firm Shares

at the Offer Price. LSIs shall subscribe through the PSE Electronic Allocation
System (“PSE EASy”). An LSI is defined as a subscriber to the Offer who is
willing to subscribe to a minimum board lot or whose subscription does not
exceed ₱100,000.00. In the case of this Offer, the minimum subscription of
LSIs shall be 3,000 Offer Shares or ₱5,040.00, while the maximum
subscription shall be 59,000 Offer Shares or up to ₱99,120.00. There will be
no discount on the Offer Price. The procedure in subscribing to Offer Shares
via PSE EASy is indicated in the Company’s LSI Guidelines to be announced
through the PSE EDGE website. Should the total demand for the Offer Shares
in the LSI program exceed the maximum allocation, the Joint Lead
Underwriters shall prioritize the subscriptions of LSIs with amounts lower
than the maximum subscription. In the event total demand for the Retail Offer
Shares is five (5) times or more than the initial allocation of 30,000,000 Firm
Shares, the Firm Shares in the Institutional Offer shall be reallocated to the
Trading Participants and Retail Offer and the allocation for the Retail Offer
Shares shall be increased to 45,000,000 Firm Shares (or 15% of the Firm
Shares) in accordance with Article III, Part F, Section 4 of the PSE
Consolidated Listing and Disclosure Rules (the “PSE Listing Rules”).

The Joint Lead Underwriters shall purchase the Trading Participants and
Retail Offer Shares not reallocated to the Institutional Offer or otherwise not
taken up by the PSE Trading Participants, LSIs or clients of the Joint Lead
Underwriters or the general public in the Philippines pursuant to the terms
and conditions of the Underwriting Agreement.

Overallotment Option : Pursuant to the approval by the SEC to conduct price stabilization activities
dated June 11, 2024, the Selling Shareholder has appointed China Bank
Securities Corporation to act as the Stabilizing Agent. The Joint Lead
Underwriters have an option, exercisable in whole or in part prior to the date
of initial listing of the Offer Shares on the PSE (“Listing Date”), to purchase
or procure purchasers for the Option Shares at the Offer Price from the Selling
Shareholder, representing up to 3.02% of the issued and outstanding Common
 Shares of the Company, on the same terms and conditions as the Firm Shares
as set forth in this Prospectus, solely to cover over-allotments, if any.

To the extent the Overallotment Option is exercised and the Option Shares
are purchased pursuant thereto, the Joint Lead Underwriters shall deliver or
cause the delivery of the proceeds from the purchase of such Option Shares
to the Stabilizing Agent as a fund that may be used by the latter to effect price
stabilization transactions with a view to supporting the market price of the
Offer Shares at a level higher than that which might otherwise prevail for a
limited period commencing on the Listing Date. Any stabilization activities
may begin on or after the Listing Date and, if begun, may be ended at any
time, but must end no later than thirty (30) calendar days from and including
the Listing Date. Any stabilization activities shall be done in compliance with
all applicable laws, rules and regulations. The total number of Shares which
the Stabilizing Agent may purchase to undertake Price Stabilization (as
described below) shall not exceed 15% of the aggregate number of the Firm
Shares. If the Stabilizing Agent commences any Price Stabilization, it may
discontinue such activity at any time. However, the Stabilizing Agent has the
sole discretion whether to undertake Price Stabilization, and there is no
assurance that the same will be undertaken. There is also no assurance that
the price of the Shares will not decline significantly before or after any such
stabilizing activities end. See “Plan of Distribution – The Overallotment
Option.”

Price Stabilization : The Option Shares may be over-allotted and the Stabilizing Agent may effect
price stabilization transactions for a period beginning on or after the Listing
Date, but extending no later than thirty (30) calendar days from and including
the Listing Date. The Stabilizing Agent may purchase Shares in the open
market only if the market price of the Common Shares falls below the Offer
Price. Such activities may stabilize, maintain or otherwise affect the market
price of the Common Shares, which may have the effect of preventing a
decline in the market price of the Common Shares and may also cause the
price of the Common Shares to be higher than the price that otherwise would
exist in the open market in the absence of these transactions. If the Stabilizing
Agent commences any of these transactions (which would include thereafter
disposing of or selling the Common Shares purchased), it may discontinue
them at any time. However, the Stabilizing Agent has the sole discretion
whether to undertake stabilization activities, and there is no assurance that the
same will be undertaken. There is also no assurance that the price of the
Common Shares will not decline significantly before or after any such
stabilizing activities end. Once the total number of Shares purchased from the
open market pursuant to Price Stabilization is equal to the Option Shares (or
when no further Price Stabilization can be made without exceeding the
number of Option Shares), the Stabilization Agent will no longer be allowed
to conduct Price Stabilization. To the extent the Price Stabilization Fund is
not fully exercised by the Stabilizing Agent, the balance thereof shall be
redelivered to the Selling Shareholder. See “Plan of Distribution – The
Overallotment Option.”

Eligible Investors : The Offer Shares may be purchased by any natural person of legal age
regardless of nationality, or any corporation, association, partnership, trust
account, fund or entity, regardless of nationality, but subject to limits under
Philippine law and the restrictions set out in this Prospectus, and without
prejudice to the right of the Issuer to reject an application, including the right
to reject if the subscription or purchase will cause the Issuer to be in breach
of the Philippine ownership requirements under relevant Philippine laws, or
of other applicable laws.

Purchase of the Offer Shares in certain jurisdictions may be restricted by law.

Foreign investors interested in purchasing the Offer Shares should inform
 themselves of the applicable legal requirements under the laws and
regulations of the countries of their nationality, residence or domicile, and as
to any relevant tax or foreign exchange control laws and regulations affecting
them personally. Foreign investors, both corporate and individual, warrant
that their purchase of the Offer Shares will not violate the laws of their
jurisdiction and that they are allowed to acquire, purchase, and hold the Offer
Shares.

Use of Proceeds : We intend to use the net proceeds from the Offer primarily to (i) partially fund
the equity portion of the Zambales 2 Solar Project and the Silang Maragondon
and Asisan Wind Projects; (ii) fund the development and/or acquisition of
renewable energy projects; (iii) fund operating and working capital
requirements; and (iv) partially fund the development of the power facilities
for a climate controlled indoor farm. See “Use of Proceeds” on page 82 of
this Prospectus.

Minimum Subscription : Each application must be for a minimum of 3,000 Offer Shares, and
thereafter, in multiples of 1,000 Offer Shares. Applications for multiples of
any other number of Offer Shares may be rejected or adjusted to conform to
the required multiple, at the Company’s discretion.

Reallocation : The allocation of the Offer Shares between the Trading Participants and Retail
Offer and the Institutional Offer is subject to adjustment as determined by the
Joint Lead Underwriters. If there is an under-application in the Institutional
Offer and a corresponding over-application in the Trading Participants and
Retail Offer, Offer Shares in the Institutional Offer may be reallocated to the
Trading Participants and Retail Offer. If there is an under-application in the
Trading Participants and Retail Offer and a corresponding over-application in
the Institutional Offer, Offer Shares in the Trading Participants and Retail
Offer may be reallocated to the Institutional Offer. The reallocation shall not
apply in the event of over-application or under-application in both the Trading
Participants and Retail Offer, on the one hand, and the Institutional Offer, on
the other hand.

In the event total demand for the Retail Offer Shares is five (5) times or more
than the initial allocation of 30,000,000 Firm Shares, the Firm Shares in the
Institutional Offer shall be reallocated to the Trading Participants and Retail
Offer and the allocation for the Retail Offer Shares shall be increased to
45,000,000 Firm Shares (or 15% of the Firm Shares) in accordance with the
PSE Listing Rules.

The Joint Lead Underwriters shall purchase the Trading Participants and
Retail Offer Shares not reallocated to the Institutional Offer or otherwise not
taken up by the PSE Trading Participants, LSIs or clients of the Joint Lead
Underwriters or the general public in the Philippines pursuant to the terms
and conditions of the Underwriting Agreement.

Lock-up : The PSE Listing Rules require an applicant company for the SME Board to
cause its existing non-public stockholders and their related parties not to sell,
assign, encumber or in any manner dispose of their shares for a period of one
(1) year after the Listing Date.

The PSE Listing Rules defines “non-public stockholders” as the applicant

company’s (i) principal stockholders (i.e. the owner of ten percent (10%) or
more of the issued and outstanding shares); (ii) subsidiaries or affiliates; (iii)
directors; (iv) principal officers; and (v) any other person who has substantial
influence on how the applicant company is being managed.

“Related parties” are defined as the non-public stockholder’s: (i) principal

stockholders (i.e. the owner of ten percent (10%) or more of the issued and
outstanding shares); (ii) subsidiaries and affiliates; (iii) directors; (iv)
principal officers; and (v) members of the immediate families sharing the
same household of any of its principal stockholders, directors, or principal
officers.

In addition, if there is any issuance or transfer of Common Shares (e.g.,

private placements, asset for shares swap or a similar transaction) or
instruments which lead to issuance of Common Shares (e.g., convertible
bonds, warrants or a similar instrument) completed and fully paid for within
180 days prior to the start of the Offer Period, and the transaction price is
lower than that of the Offer Price in the initial public offering, all such
Common Shares issued or transferred shall be subject to a lock-up period of
at least one (1) year from listing of such Common Shares.

The following stockholders and corresponding shares are covered by the one
(1) year lock-up requirement from Listing Date (if the Overallotment Option
is not exercised):

Shareholder No. of Shares

Pure Energy Holdings Corporation 1,189,999,930
Richmond S. Lim 10
Ysmael T. Javellana 10
Renato Z. Locsin 10
Gertim G. Chuahiong 10
Eric Peter Y. Roxas 10
Mark C. Cañete 10
Johnson A. Sanhi Jr. 10
Aristides S. Armas 1
Richard Alex D. Kho 1
Mukesh S. Advani 1
TOTAL 1,190,000,003

The following stockholders and corresponding shares are covered by the one
(1) year lock-up requirement from Listing Date (if the Overallotment Option
is fully exercised):

Shareholder No. of Shares

Pure Energy Holdings Corporation 1,144,999,930
Richmond S. Lim 10
Ysmael T. Javellana 10
Renato Z. Locsin 10
Gertim G. Chuahiong 10
Eric Peter Y. Roxas 10
Mark C. Cañete 10
Johnson A. Sanhi Jr. 10
Aristides S. Armas 1
Richard Alex D. Kho 1
Mukesh S. Advani 1
TOTAL 1,145,000,003

To implement the lock-up requirement, the Company and the foregoing

shareholders shall enter into an escrow agreement with China Banking
Corporation – Trust and Asset Management Group, the Escrow Agent for the
Lock-Up Shares.

The Company has agreed with the Joint Lead Underwriters that, except in
connection with the Overallotment Option, it will not, without the prior
 written consent of the Joint Lead Underwriters, issue, offer, pledge, sell,
contract to sell, pledge or otherwise dispose of (or publicly announce any such
issuance, offer, sale or disposal of) any Common Shares or securities
convertible or exchangeable into or exercisable for any Shares or warrants or
other rights to purchase Common Shares or any security or financial product
whose value is determined directly or indirectly by reference to the price of
the underlying securities, including equity swaps, forward sales and options
for a period of 180 days after the Listing Date. The PSE Notice of Approval
dated June 20, 2024 also provides that the Company is prohibited from
offering of additional securities, except offerings for stock dividend and
employee stock option plan, within one hundred eighty (180) calendar days
from the date of initial listing. See “Principal Shareholder” and “Plan of
Distribution – Lock-Up.”

Listing and Trading : The Company has filed an application with the SEC for the registration and
an application with the PSE for the listing of all its issued and outstanding
stock (including the Offer Shares). The PSE has approved the listing
application in a Notice of Approval dated June 20, 2024 subject to
compliance with certain conditions and the SEC is expected to issue the Order
of Effectivity and Permit to Sell on or about June 28, 2024.

All of the issued and outstanding Common Shares of the Company, including
the Offer Shares to be issued, are expected to be listed on the SME Board of
the PSE under the symbol “XG” on or about July 16, 2024, or such other date
that may be agreed by the Company and the Joint Lead Underwriters. Notice
of any adjustment to the Listing Date shall be made by publication by the
Company in two (2) newspapers of general circulation, provided that any
adjustment to the Listing Date shall be subject to the approval of the PSE.
See “Description of the Offer Shares.” Trading of the Common Shares of the
Company, excluding those subject to lock-up, is expected to commence on or
about July 16, 2024.

Dividends and Dividend : The Company is authorized to declare dividends. A cash dividend declaration
Policy requires approval from the Board. A stock dividend declaration requires the
further approval of shareholders representing not less than two-thirds (2/3) of
the Company’s outstanding capital stock. Dividends may be declared only
from available unrestricted retained earnings.

Under its current dividend policy, the Company intends to maintain an annual
cash dividend payment ratio for Common Shares of 10% to 30% of net
income after taxes for the immediately preceding fiscal year, subject to the
requirements of applicable tax laws, rules and regulations, availability of cash
and unrestricted retained earnings, and other circumstances which may
restrict the payment of dividends.’ See “Dividends and Dividend Policy”.

Registration and Lodgment : The Offer Shares are required to be lodged with the PDTC. The applicant
of Shares with PDTC must provide the information required for the PDTC lodgment of the Offer
Shares. The Offer Shares will be ready for lodgment with the PDTC at least
three (3) trading days prior to the Listing Date, and a certification to that effect
shall be submitted by the Company to the PSE at least three (3) trading days
prior to the Listing Date. The Offer Shares will be lodged with the PDTC on
the Listing Date.

The applicant may request to receive share certificates evidencing such

applicant’s investment in the Offer Shares through his/her broker after the
Listing Date. Any expense to be incurred for such issuance of certificates
shall be borne by the applicant.
 Restrictions on Ownership : The Offer Shares may be purchased and owned by any person or entity
regardless of citizenship or nationality, subject to any applicable nationality
limits under Philippine law.

In particular, the Philippine Constitution and other Philippine laws and

regulations require that ownership of companies that own land be limited to
citizens of the Philippines, or Philippine Nationals. Currently, the Company
and its subsidiaries do not own any land. Nevertheless, because the
Company’s Articles of Incorporation authorizes the Company to acquire
land, which may include land in the Philippines, foreign ownership in the
Company’s capital stock will be limited to a maximum of 40% of its issued
and outstanding capital stock. Please refer to the discussion under the section
on “Philippine Foreign Investment, Exchange Controls, and Foreign
Ownership” on page 237.

For more information relating to restrictions on the ownership of the Shares,

please see “Description of Shares” and “Regulatory and Environmental
Matters – Foreign Investment Laws and Restrictions.”

In the event that foreign ownership of the Company’s outstanding capital

stock will exceed such allowable maximum percentage, the Company has the
right to reject a transfer request by a stockholder to persons other than
Philippine Nationals and the right not to record such purchases in the
Company’s books. Moreover, if any share is inadvertently issued and/or
transferred in violation of the said restriction, the shares issued and/or
transferred in excess of the allowable maximum percentage shall be null and
void, and the Company may immediately proceed to cancel and demand the
surrender of the certificate of stock covering such shares. Should any
stockholder acquire shares in excess of the foregoing restriction, such
stockholder shall not be considered a stockholder and shall have no right with
respect to such shares except to demand payment therefore from the Company
or transferor, as the case may be, or to dispose of the same to qualified
shareholders within thirty (30) calendar days of receipt of notice from us.

Foreign investors interested in subscribing or purchasing the Offer Shares

should inform themselves of the applicable legal requirements under the laws
and regulations of the countries of their nationality, residence, or domicile,
and as to any relevant tax or foreign exchange control laws and regulations
affecting them personally. Foreign investors, both corporate and individual,
shall represent and warrant, through the Application, that their purchase of
the Offer Shares will not violate the laws of their jurisdiction and that they
are allowed to acquire, purchase, and hold the Offer Shares.

Registration of Foreign : The BSP requires that investments of non-residents in listed in shares of stock
Investments funded by inward remittance of foreign currency be registered with an
authorized agent bank with authority to operate a foreign currency deposit
unit only if the foreign exchange needed to service capital repatriation or
dividend remittance will be sourced from the Philippine banking system.
Such registration of foreign investments in the Offer Shares shall be the
responsibility of the foreign investor. See “Regulatory and Environmental
Matters.”

Restriction on Issuance and : See “Lock-up” above.

Disposal of Shares

Tax Considerations : See “Taxation” for further information on the Philippine tax consequences of
the purchase, ownership and disposal of the Offer Shares.
Procedure for Application for : The Offer Period shall commence at 9:00 a.m. on July 1, 2024 and shall end
the Trading Participants and at 12:00 noon on July 8, 2024. If, for any reason, any day of the Offer Period
Retail Offer is a non-Business Day, then the Offer Period may be extended to the next
immediately succeeding Business Day, or such other date as may be agreed
upon by the Company and the Joint Lead Underwriters. The Company and
the Joint Lead Underwriters reserve the right to extend, shorten (provided that
the Offer Period shall not be shorter than five (5) Business Days), or terminate
the Offer Period, subject to the approval of the SEC and the PSE.

Applications must be received by the Receiving Agent for PSE Trading

Participant applications or through PSE EASy for LSI applications, as
applicable, no later than 12:00 noon on July 8, 2024 and shall be subject to
the terms and conditions of the Offer as stated in the Prospectus and in the
Application. Applications received thereafter or without the required
documents will be rejected.

For PSE Trading Participants:

Application forms to purchase the Trading Participants Offer Shares and

signature cards may be obtained from the Joint Lead Underwriters or any
participating PSE Trading Participant. Application forms will also be made
available for download on the Company’s website.

Applicants shall complete the application form, indicating all pertinent

information, such as the applicant’s name, address, contact number,
taxpayer’s identification number, citizenship and all other information
required in the application form. Applicants shall undertake to sign all
documents and to do all necessary acts to enable them to be registered as
holders of the Trading Participants Offer Shares. Failure to complete the
application form may result in the rejection of the application.

Applications must be received by the Receiving Agent not later than 12:00
noon on July 8, 2024. Applications received thereafter or without the required
documents will be rejected. Applications shall be considered irrevocable
upon submission to the Receiving Agent and, once received, may not be
withdrawn by the applicant. Applications shall be subject to the terms and
conditions of the Offer as stated in this Prospectus and in the Application.

All applications shall be evidenced by the application to purchase form, in

quadruplicate, duly executed in each case by an authorized signatory of the
applicant and accompanied by (i) two (2) completed signature cards, which
for applicants who are corporations, partnerships or trust accounts, should be
authenticated by the corporate secretary (or equivalent officer), (ii) photocopy
of two (2) valid and current government-issued IDs of each of the applicant’s
signatories in the application, (iii) such other documents as may be reasonably
required by the Joint Lead Underwriters or the Selling Agent in compliance
with its internal policies regarding “know your customer”, anti-money
laundering, combating the financing of terrorism and countering proliferation
financing, and (iv) the corresponding payment for the Trading Participants
Offer Shares covered by the application and all other required documents.

If the applicant is a corporation, partnership or trust account, the application

must be accompanied by the following documents:

● Two (2) duly executed specimen signature cards of the authorized

signatory(ies), duly authenticated by the applicant’s Corporate Secretary
(or the equivalent corporate officer);

● A certified true copy of the applicant’s latest articles of incorporation and

by-laws (or equivalent document) and other constitutive documents
 (each as amended to date) duly certified by its corporate secretary (or
equivalent corporate officer authorized to provide such certification);

● A certified true copy of the applicant’s SEC certificate of registration (or

the equivalent document) issued by the relevant regulating body of the
applicant’s country of incorporation or organization duly certified by its
Corporate Secretary (or the equivalent officer authorized to provide such
certification);

● A duly notarized Corporate Secretary’s Certificate (or the equivalent

document) setting forth the resolutions of the applicant’s board of
directors or equivalent body, namely: (i) authorizing the purchase of the
Offer Shares indicated in the application, (ii) identifying the list of
designated signatory(ies) authorized for the purpose mentioned in (i),
including each signatory’s specimen signature, (iii) certifying the
percentage of the applicant’s capital or capital stock held by Philippine
nationals; and certifying its designated email address for all
communications with the Issuer;

● A photocopy of two (2) valid and current government-issued IDs of (a)

the authorized signatory/ies, duly certified as a true copy by the
Corporate Secretary (or the equivalent corporate officer) and (b) the
Corporate Secretary, duly certified as true copy by an authorized officer
of the corporation; and

● Such other documents as may be reasonably required by the Joint Lead

Underwriters or the relevant Selling Agent (as applicable) in compliance
with its internal policies regarding “know your customer”, anti-money
laundering, and combating the financing of terrorism and countering
proliferation financing.

Foreign corporate and institutional applicants who qualify as eligible

investors, in addition to the documents listed above, are required to submit in
quadruplicate, a document signed by an authorized signatory setting out their
representation and warranty stating that their purchase of the Trading
Participants Offer Shares to which their application relates will not violate
the laws of their jurisdictions of incorporation or organization, and that they
are allowed, under such laws, to acquire, purchase and hold the Trading
Participants Offer Shares.

This should be read in conjunction with the Company’s TP Guidelines which

will be published on the PSE EDGE website prior to the start of the Offer
Period.

For Local Small Investors:

With respect to the LSIs, applications to purchase the Retail Offer Shares
must be done online through PSE EASy. The system will generate a unique
reference number and payment instructions. LSI applications and payments
must be completed and settled, respectively, by 12:00 noon on July 8, 2024
for check payments and by 1:00 p.m. on July 8, 2024 for cash payments
(“Retail Offer Settlement Date”).

Further information about the Company, details about the Offer, instructions
for subscribing through PSE EASy, payment terms and the list of PSE
Trading Participants where LSI applicants may open trading accounts for the
lodgment of the LSI applicant’s Retail Offer Shares will be made available in
the online IPO information center. The link to the online information center
will be made available on the Company’s website in due course and in the
 Company’s LSI Guidelines which will be published on the PSE EDGE
website prior to the start of the Offer Period.

An LSI applicant should nominate in the application the PSE Trading

Participant through which its shares will be lodged. Otherwise, the LSI
application shall not be accepted. In the event that an LSI applicant does not
have a PSE Trading Participant, the LSI applicant may open a trade account
with China Bank Securities and nominate said entity as its endorsing PSE
Trading Participant by accomplishing an account opening form and
submitting the same (done through https://www.chinabankseconline.ph and
by clicking on “Open an Account”), together with any required attachments
prior to the submission of the LSI application.

LSI applications will be processed on a first-come, first-served basis, while

final allocation of the Retail Offer Shares will be determined pursuant to
allocation mechanics. This section should be read in conjunction with the
Company’s LSI Guidelines which will be published on the PSE EDGE
website prior to the start of the Offer Period.

Payment Terms for the Offer : The purchase price must be paid in full in Philippine Pesos upon the
submission of the duly completed and signed application form and signature
cards together with the requisite attachments. Any and all bank charges,
remittance fees, and all relative charges and fees shall be for the account of
the applicant.

For the Trading Participants Offer, payment for the Offer Shares shall be
made through (i) over-the-counter cash or check deposit payment in any BDO
branch via Bills Payment under the merchant account “NEXGEN IPO”; (ii)
online payment via BDO Bills Payment, with “NEXGEN IPO” as the
merchant name through online banking or mobile banking; or (iii) any other
mode of payment prescribed by the Receiving Agent.

For LSIs, payment for the Offer Shares shall be made either by: (i) over-the-
counter cash or check deposit payment in any BDO branch via Bills Payment
under the merchant account “NEXGEN IPO”, or (ii) online payment via BDO
Bills Payment with “NEXGEN IPO” as the merchant name through online
banking or mobile banking, or (iii) online payment via DragonPay through
PSE EASy. LSI applicants may contact the Receiving Agent for alternative
modes of payment.

For check payments, only personal or corporate checks, and manager’s or

cashier’s checks with a clearing period of not more than one (1) Business Day
and drawn against any BSP authorized agent bank will be accepted as a valid
mode of payment. The check must be dated as of the date of submission of
the Application, made payable to “NEXGEN IPO”, and crossed “Payee’s
Account Only”. Checks subject to clearing periods of over one (1) Business
Day shall not be accepted.

As applicable, the applications and required documents (including proofs of

payment) shall be transmitted to the Receiving Agent via email at
[email protected] on or before the end of the Offer Period, with
the physical copies delivered to the Receiving Agent’s address at 34th Floor,
Unit-D, Rufino Pacific Tower, 6784 Ayala Avenue, Makati City no later than
12:00 noon, five (5) Business Days after the end of the Offer Period.

For more details on the procedures for the application to the Offer, please
refer to the Company’s LSI Guidelines and TP Guidelines which will be
published on the PSE EDGE website prior to the start of the Offer Period.
Acceptance or Rejection of : An Application, once accepted and approved by the Issuer through the
Applications for the Trading Receiving Agent and in conformity with the Joint Lead Underwriters, shall
Participants and Retail Offer constitute a binding and effective agreement between the applicant and the
Company and the Selling Shareholder for the subscription to or purchase of
the Offer Shares in the number approved by the Issuer at the time,
notwithstanding any provision to the contrary as may be found in the
Application, this Prospectus, and other offer-related document and subject to
(a) the conditions set forth therein; (b) receipt by the Issuer of the appropriate
payment in good cleared funds from the applicant; (c) the successful listing
of the Offer Shares on the PSE; and (d) upon the underwriting and purchase
obligations of the Joint Lead Underwriters becoming unconditional and not
being suspended, terminated or cancelled, on or before such listing.
Notwithstanding the acceptance of any Application, the actual issuance of the
Offer Shares to an applicant shall take place only upon the listing of the Offer
Shares on the PSE.

Subject to the right of the Company to withdraw or cancel the offer and sale
of the Offer Shares prior to Listing Date pursuant to the Withdrawal of the
Offer section of this Prospectus, the Company and any of its agents involved
in the Offer undertake to comply with all conditions that are within the control
of the Company and any of its agents involved in the Offer, to ensure the
listing of the Offer Shares on Listing Date.

Subject to the paragraph below, all applications accepted by the Company

may not be unilaterally revoked or canceled by the applicant or the Company,
in full or in part, and the rights and privileges pertaining thereto are non-
transferable.

The Joint Lead Underwriters shall accept, reduce, or reject Applications to

Purchase on behalf of and in consultation with the Company in accordance
with the following provisions.

(1) Applications may be rejected if (i) the subscription price is unpaid or

not fully paid; (ii) payments are insufficient or where checks, as
applicable, are dishonored upon first presentment; (iii) the
Applications are not received by the Receiving Agent, the Joint Lead
Underwriters, or the Selling Agent on or before the end of the Offer
Period, or without the required documents, or there is failure to
complete the Application to Purchase Form; (iv) the number of Offer
Shares applied for subscription or purchase is less than the minimum
amount of subscription or purchase; (v) the Applications do not
comply with the terms of the Offer; (vi) the sale of the Offer Shares
will result in a violation of foreign ownership restrictions; (vii) the
applicants are not eligible investors; (viii) the Applications do not
have sufficient information as required in the Application to Purchase
or are not supported by the required documents; or (ix) the
underwriting agreement is suspended, terminated, or cancelled on or
before the Listing Date; or (x) the Applications suffer from some
other defect or infirmity under applicable law. Applications with the
checks dishonored upon first presentment and application forms
which do not comply with the terms of the Offer will automatically
be rejected.

(2) Applications may be reduced if the Offer is oversubscribed, in which

case the number of Offer Shares covered by the Applications may be
reduced pro rata or in accordance with such other methodology
adopted by the Joint Lead Underwriters.

Any payment received pursuant to the application should not be construed as

an approval or acceptance by the Issuer of the application.
 Submission of the completed Application to Purchase to the relevant Selling
Agent or the Joint Lead Underwriters shall constitute an instruction and
authority by the applicant to the Company, the Selling Shareholder, and/or
the Joint Lead Underwriters to execute any application form or other
documents and generally to do all such other things as the Company, the
Selling Shareholder, and/or the Joint Lead Underwriters may consider
necessary or desirable to effect the registration in the name of the applicant
of the Offer Shares applied for, or any lesser number in respect of which an
Application may be accepted in the Stock and Transfer Book of the Company.
The applicant shall undertake to sign all documents and to do all other acts
necessary to enable the applicant to be registered as the owner of the Offer
Shares applied for or any lesser number in respect of which the Application
may be accepted, subject to the Articles of Incorporation and By-laws of the
Company, and the laws of the Republic of the Philippines.

Underwriter’s Firm : The Joint Lead Underwriters will fully underwrite, on a firm commitment
Commitment to Purchase basis, the Firm Shares.

After the commencement of the Offer Period, the Offer shall not be
withdrawn, cancelled, suspended or terminated solely by reason of the (i)
inability of the Company or the Joint Lead Underwriters to sell or market the
Offer Shares or (ii) the refusal or failure by the Company, the Joint Lead
Underwriters, or any other entity or person to comply with any undertaking
or commitment to take up any shares remaining after the Offer Period.

In undertaking the Underwriter’s Firm Commitment to Purchase, the Joint

Lead Underwriters hereby manifests its conformity to comply with and be
bound by all duly promulgated and applicable listing and disclosure rules,
requirements, and policies of the PSE.

Withdrawal of the Offer : The Company reserves the right to withdraw the offer and sale of the Offer
Shares at any time before the commencement of the Offer Period, in which
event the Company shall make the necessary disclosures to the SEC and PSE.

The Company may also withdraw the offer and sale of the Offer Shares at
any time on or after the commencement of the Offer Period and prior to the
Listing Date, if there is a supervening force majeure or fortuitous event, such
as:

a. An outbreak or escalation of hostilities or acts of terrorism involving the

Philippines or a declaration by the Philippines of a state of war; or
occurrence of any event or change (whether or not forming part of a series
of events occurring before, on and/or after the date hereof) of a political,
military, economic or other nature; or occurrence of any change in local,
national or international financial, political, economic or stock market
conditions which renders it impracticable or inadvisable to continue with
the Offer and/or listing of the Offer Shares in the manner contemplated
by the Prospectus, or would have a material adverse effect on the
distribution, offer and sale of the Offer Shares in the Philippines,
rendering it impracticable or inadvisable to proceed with the Offer in the
manner contemplated by the Prospectus, or the Philippine economy or on
the securities or other financial or currency markets of the Philippines;

b. Issuance of an order revoking, cancelling, suspending, preventing or

terminating the offer, sale, distribution or listing of the Offer Shares by
any court or governmental agency or authority with jurisdiction on the
matter, including the SEC or the PSE, the Department of Energy or the
Energy Regulatory Commission;
c. Cancellation, revocation or termination of the PSE Notice of Approval,
the SEC pre-effective clearance, the SEC Order of Registration, and the
SEC Permit to Sell;

d. Cancellation or suspension of trading in the PSE for at least three (3)

consecutive trading days, or in such manner or for such period as will
render impracticable the listing and trading of the Offer Shares on the
Listing Date or such other date as may be approved by PSE;

e. A change or impending change in the law, rule, regulation, policy or

administrative practice, or a ruling, interpretation, decree or order which
(i) materially and adversely affects: (a) the ability of the Issuer or any of
its Subsidiaries to engage in the business it is presently engaged in; or (b)
the capacity and due authorization of the Issuer to offer and issue the Offer
Shares and enter into any of the transaction documents in connection with
the Offer; or (c) the capacity and due authorization of the Selling
Shareholder to offer and sell the Offer Shares and enter into any of the
Transaction Documents in connection with the Offer, or (ii) would render
illegal the performance by the Joint Lead Underwriters of their respective
underwriting obligations; provided that in respect of limb (i) (a) as it refers
to the Subsidiary, such event would have material adverse effect;

f. Any significant, adverse, and unforeseeable change or development in the

Issuer’s or any of its Subsidiaries’ long-term financial condition, assets,
liabilities, results of operations, business, properties, or profitability,
which renders the Offer Shares unsuitable for offering to the public;
provided that in respect of a change or development directly affecting a
Subsidiary, such change or development would have material adverse
effect;

g. The Issuer or any of its Subsidiaries decides to or is compelled by any

competent authority to stop its operations which stoppage is not remedied
with the Issuer or Subsidiary (as applicable) resuming normal operations
within five (5) Business Days from either its decision to cease operations
or the competent authority’s order to stop operations; provided that in
respect of stoppage of operations of a Subsidiary, such event would have
material adverse effect;

h. (i) The Issuer or any of its Subsidiaries shall be adjudicated bankrupt or

insolvent, or shall admit in writing its inability to pay its debts as they
mature or fall due, or shall make or threaten to make an assignment for the
benefit of, or a composition or assignment with, its creditors or any class
thereof, or shall declare or threaten to declare a moratorium on its
indebtedness or any class thereof; or (ii) the Issuer or any of its
Subsidiaries shall apply for or consent to the appointment of any receiver,
trustee or similar officer for it or for all or any substantial part of its
property; or (iii) such receiver, trustee or similar officer shall be appointed;
or (iv) the Issuer or any of its Subsidiaries shall initiate or institute (by
petition, application or otherwise howsoever), or consent to the institution
of any bankruptcy, insolvency, reorganization, rehabilitation,
arrangement, readjustment of debt, suspension of payment, dissolution,
liquidation or similar proceeding relating to it under the laws of any
jurisdiction; or (v) any such proceeding shall be instituted against the
Issuer; or any of its Subsidiaries; or any judgment, writ, warrant of
attachment or execution or similar process shall be issued or levied against
any material asset, or material part thereof, of the Issuer; or any of its
Subsidiaries; or (vi) any event occurs which under the laws of the
Philippines or to other jurisdictions, or any applicable political subdivision
thereof, has an effect equivalent to any of the foregoing; provided, in each
of the case described in limbs (i) to (vi), in respect of such Subsidiary, such
 event would have material adverse effect;

i. A general banking moratorium is declared in the Philippines or a material

disruption in commercial banking or securities settlement or clearance
services occurs in the Philippines;

j. Any court proceeding, litigation, arbitration or other similar proceeding is

commenced or threatened against the Joint Lead Underwriters in
connection with or with respect to the issuance or sale by the Issuer or
the Selling Shareholder of the Offer Shares or the Offer in general which
renders the performance of its underwriting commitment impossible or
impracticable;

k. Any event occurs which makes it impossible for the Joint Lead
Underwriters to perform their respective obligations hereunder due to
conditions beyond its control, such as issuance by any court, arbitral
tribunal, or government agency which has jurisdiction on the matter of an
order restraining or prohibiting the Joint Lead Underwriters, or directing
the Joint Lead Underwriters to cease, from performing its underwriting
obligations;

l. Any representation, warranty or statement of the Issuer in the Prospectus

shall prove to be untrue or misleading in any material respect or the Issuer
or the Selling Shareholder shall be proven to have omitted a material fact
necessary in order to make the statements in this Prospectus not
misleading, which untruth or omission: (i) was not known and could not
have been known to the Joint Lead Underwriters on or before
commencement of the Offer Period despite the exercise of due diligence,
and (ii) has a material and adverse effect on the Issuer’s or any of its
Subsidiaries’ long-term financial condition, assets, liabilities, results of
operations, business, properties, or profitability;

m. Unavailability of PDTC and PSE facilities used for the Offer and/or
Listing and such unavailability impacts the ability of any of the Issuer,
the Selling Shareholder and the Joint Lead Underwriters to fully comply
with the listing requirements of PSE; and

n. Any force majeure or fortuitous event, other than the ones enumerated
above, that has material and adverse effect on the Issuer’s or any of its
Subsidiaries’ long-term financial condition, assets, liabilities, results of
operations, business, properties, or profitability.

The Offer shall not be withdrawn, cancelled, suspended, or terminated solely

by reason of the Issuer’s or the Joint Lead Underwriters’ inability to sell or
market the Offer Shares or refusal or failure to comply with any undertaking
or commitment by the Issuer, the Joint Lead Underwriter, or any other entity/
person to take up any shares remaining after the Offer Period.

Notwithstanding the acceptance of any Application, the actual issuance of the

Offer Shares to an applicant shall take place only upon the listing of the Offer
Shares on the PSE. Subject to the right of the Company to withdraw or cancel
the offer and sale of the Offer Shares prior to Listing Date pursuant to this
section of this Prospectus, the Company and any of its agents involved in the
Offer undertake to comply with all conditions that are within the control of
the Company and any of its agents involved in the Offer, to ensure the listing
of the Offer Shares on Listing Date.

Notwithstanding the foregoing, the Company and the Joint Lead

Underwriters recognize and acknowledge that the PSE, in the exercise of its
authority as a self-regulatory organization and further to its mandate to
maintain a fair and orderly market, may impose appropriate sanctions and
 penalties on the Company and/or the Joint Lead Underwriters for the
cancellation of the Offer if subsequently, the PSE makes a determination that
the suspension, cancellation or termination of the offer and/or the
underwriting commitment was not warranted based on the facts gathered and
properly evaluated by PSE and after due and proper proceedings initiated by
the PSE not later than five (5) Business Days after such suspension,
cancellation or termination.

Refunds of the Trading : In the event that the number of Trading Participants and Retail Offer Shares
Participants and Retail Offer to be received by an applicant, as confirmed by the Company, the Receiving
Agent and the Joint Lead Underwriters, is less than the number covered by
the application, or if an application is rejected, then the applicant is entitled
to a refund, without interest, within five (5) Business Days from the end of
the Offer Period or on July 15, 2024, of all or a portion of the applicant’s
payment corresponding to the number of Trading Participants and Retail
Offer Shares wholly or partially rejected.

Subject to the final mechanics to be included in the LSI Guidelines, refunds

to Local Small Investors, if any, may be coursed directly through their
nominated PSE Trading Participant (subject to confirmation of such PSE
Trading Participant). Such refunds will be processed by the Receiving Agent
directly to the nominated PSE Trading Participant by transferring
immediately available funds to the relevant bank account of, or via check to,
each relevant nominated PSE Trading Participant consenting to such refund
arrangement in such amount representing the total refund due to all the clients
of the relevant PSE Trading Participant on or before the fifth (5th) Business
Day after the end of the Offer Period or on July 15, 2024. The affected LSI
applicants may coordinate directly with their respective nominated PSE
Trading Participant, as indicated in the submitted LSI Application.

All refunds shall be made through the Receiving Agent at the applicant’s risk.
If check refunds are not claimed after thirty (30) calendar days following the
beginning of the refund period, such checks shall be mailed to the applicant’s
registered address at the applicant’s risk.

Expected Timetable : The timetable of the Offer is expected to be as follows:

Receipt of SEC Pre-effective June 4, 2024

clearance

Receipt of PSE Notice of Approval June 20, 2024

Book-building Period June 21 – 25, 2024

Pricing and allocation of the Offer June 25, 2024

Shares

Notice of final Offer Price to the June 25, 2024

SEC and PSE

Receipt of the Permit to Sell from June 28, 2024

the SEC

Offer Period July 1 – July 8, 2024

PSE Trading Participants’ July 1 – July 4, 2024

Commitment Period
 Submission of Firm Undertaking July 4, 2024, 11:00 a.m.
to Purchase forms by PSE Trading
Participants

Trading Participants Offer July 8, 2024

Settlement Date

Retail Offer Settlement Date July 8, 2024

Institutional Offer Settlement Date July 12, 2024

Listing Date and commencement of July 16, 2024

trading on the PSE

The dates included above are subject to the approval of the PSE and the SEC,
market and other conditions, and may be changed.

If, for any reason, any day of the above periods or dates is not a Business
Day, then such period or date may be extended or moved, as the case may be,
to the immediately succeeding Business Day, or such other date as may be
agreed upon by the Company and the Joint Lead Underwriters. Notice of any
adjustment to the Listing Date shall be made by publication by the Company
in two (2) newspapers of general circulation, provided that any adjustment to
the Listing Date shall be subject to the approval of the SEC and PSE.

Risks of Investing : In making an investment decision, investors are advised to carefully consider
all the information contained in this Prospectus, including the risks associated
with an investment in the Offer Shares. These risks include:

● risks relating to the Company’s Business;

● risks relating to the Philippines;

● risks relating to the Offer and the Offer Shares; and

● risks relating to the presentation of information in this Prospectus.

For a more detailed discussion on certain of these risks, see “Risk Factors”
beginning on page 41, which while not intended to be an exhaustive
enumeration of all risks, must be considered in connection with a purchase of
the Offer Shares. The Offer Shares are offered solely on the basis of the
information contained in this Prospectus.

Receiving Agent : Stock Transfer Service, Inc.

Stock and Transfer Agent : Professional Stock Transfer, Inc.

Escrow Agent for the Lock up : China Banking Corporation through its Trust and Asset Management
Shares Group

Escrow Agent for the : China Banking Corporation through its Trust and Asset Management
Proceeds Group

Counsel for the Issuer : Romulo Mabanta Buenaventura Sayoc & de los Angeles
Counsel for the Joint Lead : SyCip Salazar Hernandez & Gatmaitan
Underwriters

Independent Auditors : Reyes Tacandong & Co.

Stabilizing Agent : China Bank Securities Corporation

 Annex B

NEXGEN ENERGY CORP. INITIAL PUBLIC

OFFERING
BILLS PAYMENT GUIDELINES

A. Over-the-counter Bills Payment

1. Get a copy of the BDO Cash or Check Transaction Slip. Fill out the payment details in
the section marked “Bills Payment”:

Company Name: NEXGEN IPO

Institution Code: 1818
Subscriber’s Name: [PSE EASy Investor Name]
Subscriber’s Account No.: [PSE EASy Reference Number]
Amount: [PHP amount corresponding to the number of shares applied for]

2. Submit the Transaction Slip to the teller together with the cash/check payment.

Important: Ensure that the Subscriber’s account number in your machine validated Cash/Check
Transaction Slip is the same Reference Number generated by PSE EASy for your subscription.
If the Subscriber’s Account number on the machine validated Cash/Check Transaction Slip does not
tally with the Reference Number of your subscription, this may result to the rejection of your subscription
of the Offer.

B. Digital Banking Bills Payment

Online Banking Bills Payment

1. Log in to your BDO Online Banking account at BDO.

2. Go to Pay Bills and Reload > Bills Payment > Pay Bills
3. Fill out the payment details:

Pay From: Choose the BDO account that you will pay from
Pay this Company/Biller: NEXGEN IPO
Amount: [PHP amount corresponding to the number of shares applied for]
Subscriber Name: [PSE EASy Investor Name]
Subscriber Number: [PSE EASy Reference Number]

4. Click Submit.
5. A confirmation page will be displayed. Review all information. Click Continue.
6. Confirmation page will be displayed with a transaction reference number. Likewise, an
email notification will be sent to your registered email address with BDO Online Banking.

Mobile Banking

1. Log in to your BDO Mobile Banking account via the BDO Mobile Banking App.
2. Click the Pay Bills tab and select Pay Bills under Pay Bills using Deposit Account.
3. Fill out the payment details:

Pay From: Choose the BDO account that you will pay from
Pay this Company/Biller: NEXGEN IPO
Amount: [PHP amount corresponding to the number of shares applied for]
Subscriber Name: [PSE EASy Investor Name]
Subscriber Number: [PSE EASy Reference Number]
 4. Click CONTINUE.
5. A confirmation page will be displayed. Review all information. Click Continue.
6. Confirmation page will be displayed with a transaction reference number. Likewise, an
email notification will be sent to your registered email address with BDO Mobile Banking.

Important: Ensure that the Subscriber Number in your Payment Details is the same Reference
Number generated by PSE EASy for your subscription.

If the Subscriber Number in your Payment Details does not match with the Reference Number of your
subscription, this may result to the rejection of your subscription of the Offer.
Annex C
 Annex D

LETTER OF CONFIRMATION AND UNDERTAKING

[Date]

STOCK TRANSFER SERVICE, INC.

As Receiving Agent
34th Floor, Unit-D, Rufino Pacific Tower 6784 Ayala Avenue, Makati City, Philippines

Attention : Mr. Ricardo D. Regala, Jr.

General Manager

Subject : REFUND of NEXGEN IPO

Gentlemen:

We, [●] and [●], of legal age, and with office address at [●], are authorized representatives of [●],
a duly registered securities broker-dealer and accredited Philippine Stock Exchange trading
participant and eligible to trade shares (the “PSE TP”).

We confirm that our LSI clients, attached as Annex “A,” (“LSI Clients”) invested in the initial public
offering of NEXGEN ENERGY CORP. (“NEXGEN IPO”). The investments were remitted to
STOCK TRANSFER SERVICE, INC., as the Receiving Agent of the NEXGEN IPO.

We confirm receipt of the amount in PESOS: (₱

) representing total
refund due to the LSI Clients from STOCK TRANSFER SERVICE, INC., as Receiving Agent of
the NEXGEN IPO. Further, we confirm that, as the nominated PSE broker, we are authorized by
our LSI Clients to receive the refund on their behalf. We undertake to coordinate directly with the
LSI Clients to return/distribute their corresponding refund as soon as practicable. If, within thirty
(30) calendar days after the five trading days from the last day of Offer Period, or until August 6,
2024, the corresponding refund is not distributed to an LSI Client due to any circumstance, we
undertake to send the refund through check to the appropriate LSI Clients through mail to their
registered address, at the LSI Client’s risk.

On August 7, 2024, we shall provide a report on the status of the refund of the LSI Clients to STOCK
TRANSFER SERVICE, INC., as Receiving Agent of the NEXGEN IPO.

We shall hold STOCK TRANSFER SERVICE, INC. as the Receiving Agent, its directors, officers
and staff (collectively, “Receiving Agent Group”), free and harmless from, and undertake to
indemnify the Receiving Agent Group for, any and all claims, actions, liabilities and damages of
whatever kind or nature which may arise in connection with or as a consequence of the receipt of
refund set out in this letter except when such claims, actions, liabilities and damages arise as a
result of the gross negligence, evident bad faith, willful non-performance, or intentional breach of
the obligations of Receiving Agent Group.

Very truly yours,

[Name of Trading Participant]

By:
[Authorized [Authorized Signatory
Signatory 1] 2] [Designation]
[Designation]

[Attachment to
Annex D]
Annex “A”

[Name of
Trading
Participant]
List of LSIs
with Refund

Reference Shares Amount

Investor Name Order Size Refund
Number Allocated Allocated

[Name of Trading Participant]

By:

[Authorized [Authorized Signatory]

Signatory] [Designation]
[Designation]
 Annex E

SAMPLE PSE EASy EMAIL

Hi,

You have subscribed to NEXGEN ENERGY CORP. – Initial Public Offering. Your subscription details
are as follows:

Company Name: NEXGEN ENERGY CORP.

Stock Symbol: [XG]
Number of Offer Shares Subscribed: [Order Size] Offer Price per Share: ₱[1.68]
Total Amount Due: ₱[Amount]
Subscription Date and Time: [Subscription date and time]
Payment Due Date and Time: Until [July 8, 2024], 12:00 noon (check or online via
DragonPay through PSE EASy) or 1:00 p.m. (cash or online via BDO online or mobile banking)
Designated Trading Participant: [TP]
PSE EASy Reference Number: [●]

To pay for your subscription, please take note of the following details:

Modes of Payment: (i) over-the-counter via BDO Bills Payment in the name of “NEXGEN IPO” at any
operating BDO branch through cash payment or check payment via personal, corporate,
manager’s/cashier’s check, (ii) online payment via BDO Bills Payment, with “NEXGEN IPO” as the
merchant name through BDO Online Banking or BDO Mobile Banking; or (iii) online via DragonPay
through PSE EASy.

Special Instruction: Please indicate your PSE EASy Reference Number in the Reference Number field
of the cash deposit/check deposit slip for over-the-counter payments, or in the “Reference Number”
field of the relevant online page upon enrollment of “NEXGEN IPO” as a merchant of your BDO bank
account for online payments. For over-the-counter payments, you are encouraged to please bring a copy
of the PSE EASy email confirmation containing the PSE EASy Reference Number for validation.
Failure to comply with this instruction may result to the rejection of your Application.

For concerns relating to NEXGEN ENERGY CORP., the Summary of the Offer, and your subscription,
please contact the Receiving Agent or the Joint Lead Underwriters through the following contact
numbers:

Joint Lead Underwriters

Name Contact Number E-mail Address

China Bank Capital Corporation
Chinabank Capital +632 8885-5005 [email protected]
Distribution Team +632 8230 6957
[email protected]
+632 8230 6604
+632 8885 5555 loc.
6182
Investment & Capital Corporation of the Philippines
Equity Capital Markets +632 8790-2200 loc. 237 [email protected]
or 339 [email protected]
Receiving Agent

Institution Name Contact No. Email Address

Stock Jenny Rose P. Padernos +63 (2) 5307 5037 [email protected]

Transfer Kristine S. Cavita +63 (2) 5310 3671 [email protected]
Service, Inc.

IMPORTANT: All paid subscriptions will still be subject to the final allocation of shares by the Joint Lead
Underwriters. In the event that the final number of shares allocated to you is less than the number
covered by your paid subscription, or if your subscription is rejected, the Receiving Agent shall refund
you, without interest, through your nominated TP consenting to the refund through TP arrangement or
through the issuance of a check which shall be available for pick-up at the office of the Receiving Agent
at 34th Floor, Unit-D, Rufino Pacific Tower, 6784 Ayala Avenue, Makati City, Philippines, starting on
July 15, 2024.

This is a system-generated notification. Please do not reply to this email.