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E-mail: jsbernardo @unitedparagon com

June 2L,20L3

Philippine Stock Exchange, lnc.Corporate Disclosure Depa rtmentListings and Disclosure Group3rd Floor, PSE Plaza, Ayala AvenueMa kati City

Attention:

Gentlemen:

Ms. Janet A. EncarnacionHead - Disclosure Department

In compliance with the requirements of the Exchange, please find attached a copy of theCompany's Response to the SEC Comments on the Company's 2072 Annual Report andthe Amended SEC Form I7-A (Annual Report) for the year 20L2.

Thank you.

Very truly yours,

Gilbeft agoFinanhe Ad''min ManagerCorporite tfi formati on Officer/Alternate

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SECURITIES AtlD EXCHAI.IGE COMM ISSIONSEC Bui ldi rB, EDSA, Greenhi I ls,M andal uyorg City, M eto M ani I a,Phi I i pfi nesTd:(632) i2&@31 tc 39 Fax(632)72$52s Email: [email protected]

Barcode PageThe following document has been received:

Receiv ing Officer/Encoder : M arites S. GuevanaReceiving Branch : SEC Head OfficeReceipt Date and Time : June 21, 2013 O8:52:21 AM

Received From : Head Office

Com pa ny Re presentati ve

Doc Source

Company lnformation

SEC Regi$ration No.Company Namelndu$ry ClassificationCompany Type

Document lnformation

0000040938UNITED PARAGON MINING CORP.

Stock Corporation

Document lDDocument TypeDocument CodePeriod CoveredNo. of Days LateDepartmentRemarks

10621201 300007817 -A (FORM 1 1 -A:AANU)17-ADecember 31 ,20120

CFD

Amendedwith letter.

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UNITED PARAGONMINING CORPORATIONHead Officestn Floor, Quad Alpha Centrum Bldg.125 Pioneer Street, Mandaluyong City, PhilippinesTel no. (632) 636-5133 Fax No. (632) 636-4923E-mail: [email protected]

June 19,2013

Securities and Exchange CommissionSEC Bldg., EDSA, GreerrhillsMandaluyong City

Attention: Justina F. CallanganActing Director

Gentlemen:

In response to your letter dated Mayl4,20l3, which we received on June7,2013, we attachherewith a copy of tlre comments and resolution of the United Paragon Mining Corporationon tlre findings raised in your letter as regard the Company's 2012 Annual Report for tlre yearerrded December 31, 2012.

We trust tlrat tlre comments and resolution of tlre Cornpany will clarify the issues raised inyour letter.

Very truly yours,

C.LMAlfredo C. RamosChairman

"tref;arrdClrief Executive Officer

/

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MANAGEMENT COMMENTS AND RESOLUTION TO SECFINDINGS ON 2OI2 ANNUAL REPORT

SCHEDULES REQUIRED UNDER SRC RULE 68.1PART I _ BUSINESS AND GENERAL INFORMATION

l. SEC Findine - ITEM 1. BUSINESS OF ISSUER (Part I, par. (A) of Annex C asamended)This section shall describe in detail what business the registrant tloes andproposes to do, including what products or goods are or rvill be procluce orservices that are or will be renclerecl. Briefly described the busirress of registrantand its significant subsidiaries and include, to the extent rnaterial to art urtderstandingof the. (bXiii) Mirring and Oil Companies. A statement clescribing the areascovered by registrant's mining claims, status of the application ancl lvorkperformed on the claims, if any. Sec Remarks- Incontplete Disclosure.

Management's Comments and ResolutionThe Conrpany properly disclosed inforrnation on the properties mining claims, statusof the application, area coverage and work perfornred on the claims as discussedurrder par.6. Iterl 2. Propefties... "The Contpany (UPMC) ond Canrqrines MinerulsInc. (CMI) filed a joitrt appliculion for production .shoring ogreetnent (APSA) for thententioned MLCs in lhe Annual Report on Feb 7,2006 (elenomirtqted as APSA V-375).Hov,ever, v,ith the passage of the Executive Order 79 (EO 79) dated July 6, 2012"lnstitttlionolizing oncl Intplemertling Reforms in lhe Philippine Mining SectorProviding Policies and Guidelines lo ensure Environntenlal Protection qndRe.sponsible Mining in the Utilizqtion o.f Mineral Resource.\", lhe proce.s,rirg oJ'thereneu,ol of the APSA oppliccrliort is on hold until o legislotion rotionolizing existingrevenue shoring schemes mechonism sholl hove token effect. In litte with contpanltmanogentenl ntontlole to upgrcrcle il.s ore re.serve lhe.suicl APSA V-375 upplicaliortwas converled to ctrt exploralion pernril ctppliccrliort irt February 1,2013.

PART II _ OPERATIONAL AND FINANCIAL INFORMATION

2. SEC Findine - ITEM 5. MARKET FOR ISSUER'S COMMON EOUITY ANDRELATED STOCKHOLDERS' MATTERS2. Holders(a) Set fofth the approxirnate nurnber of holders of each class of comnron equity of

the registrarrt as of the latest practicable date but in no event rnore than ninety (90)days prior to filirrg the registration statement. Include the names of the top twenty(20) shareholders of each class and the nunrber of shares held and the percentage oftotal shares outstanding held by eaclr. - SEC rentarks - di.sclose eclui6t ov,nership oJforeigner.t on o per clu.s.s bct.sis, i.f un1,.

Management Comments and Resolutionlnformation on equity ownership of foreigners on a per class basis was disclosed irrthe arnended 2012 Annual Reporl, refer to page 12.

3. SEC Findine - ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSISOR PLAN OF OPERATIONS(Par1 III, Paragraph (A) of "Annex C, as anrended). Registrarrt that have not hadrevenLres frorr operations irr each of the last two fiscal years, or the last fiscal year and

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any interinr period in the current fiscal year for wlrich financial statemerrts arefurnished in the disclosure docurnent, shall in addition to applicable iterns undersubparagraph (2), provide the irrforrnatiorr in subparagraplr ( I ) hereof.

I . Plarr of Operation. Describe tlre plan of operation for tlre next twelve ( 120months. Tlris description should include such rnatters as: (a) a discr"rssiorr ofhow lorrg the registrant can satisfy its cash requirenrent and whetlrer it willhave to raise additional funds irr the next twelve (12) nronths.(b) a surnrnaryof any product research and developrnerrt that the registrant will perforrn fortlre terrn of tlre plarr. (c) any expected purchase or sale of plarrt and significarrt

::iliJ:::l #'|' ;l),,,i,"/, ';:::::;,u,)*''incarrtcr':a

':gesin trre r*';rnber of

Management Comments antl ResolutionThe Conrpany results of operations and its plan of operation for the next twelve (12)months are discussed urrder Itern 6. Page l4 to l6 forthe results of operation, page l6to l7 Firralrcial Corrditiorr, page l8last paragraph discussion on company suspensionof rnining and nrilling operatiorr arrd page l8 to l9 discussiorr on Cornpany's 2013operatiorrs and financing initiatives irr order to sLrpport its currerrt and firture operatiorrplans.

PART III _CONTROL AND COMPENSATION INFORMATION

4. SEC Findine - SIGNATURE PAGE

Pursuant to the requirernent of Sectiorr l7 of the Code and Section l4l of theCorporatiorr Code. this repoft is signed on behalf of tlre issuer by the undersigrred.

thereunto duly autlrorized. irr the city - rrotarized. Durly signed by tlre following (l)Prirrcipal Executive Officer; (2) Prirrcipal Operating Officer; (3) Principal FinarrcialOfficer; (4) Comptroller; (5) Principal Accounting Officer; (6) Corporate Secretary.Notarized. .SEC Remarks - Incomplele

Management Comments ancl ResolutionSignatLrres page disclosed in page 29 of the 2012 Annual Reporl. The updatedpositiorr of the cornpany officers required to sign the reporl is shown irr tlre 2012Amended Anrrual Repofi. President is the Principal Executive Officer, Vice-Presiderrtis tlre Prirrcipal Operating Officer arrd the Finance and Adnrirr Manager is thePrincipal Financial Officer arrd Accountirrg Officer.

The cornpany will ensLrre tltat all other relevarrt disclosures will be rnade available in 2013Anrtual Repofts arrd onwards.

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May 14,2013

MR. ALFREDO C. RAMOSPresidentUnited Paragon Mining Gorp.sth Flr., Quad Alpha Centrum125 Pioneer StreetMandaluyong City

Republic of the PhilippinesDepartment of Finance

Securities and Exchange CommissionSEC Building, EDSA, Greenhills, Mandaluyong City

CORPORANON FINANCE DEPAR TMENT

Bv fax and mail

RffiGffifi\flffiDby: ).'date/time:

Dear Mr. Ramos:

This refers to the company's 2012 Annual Report (SEC Form 17-A) which was filed withthis Commission on April 29,2013.

A review thereof showed that the same is not in full compliance with the disclosurerequirements under SRC Rule 17.1(1XAX|). Please see attached checklist for therequired disclosures.

ln this regard, the company is directed to submit its amended report in accordance withthe enclosed checklist, including an explanation why the required information was notreflected in the company's original filing within fifteen (15) days from receipt of this letter.The amendment shall be filed under an amended cover sheet, marked "A", to indicatethat thedOcument is an amendment.

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UNITED PARAGON MING CORP.5EC Form 17-A fited on Aprit 29,2013

General lnstruction: A comment of "Not Disclosed" or "Nof complied with" or "lncomplete" is indicated herein to emphasize orhighlight the information not found in the report. lf the required information is not applicable, please state/explain in aseparate sheet.

ITEM 1. BUSINESS(Part l, paragraph (A) of "Annex C, as amended")(2) BUSTNESS OF ISSUER

(g) Eusiness gf lssuer : This section shall describe in detail whot business the registrantdoes and prcposes to do, including what products ot goods are or will be produced orservices that are or will be rendered . Briefly describe the business of registrant and itssftnificant subsidiories ond include, to the extent material to an understanding of the

(bl Adllilional Requirements as to Certain lssues or lssuers(iii) Mining and Oit CompaniesA statement describing the areas covered by registrant's mining ctaims, status of theappl'ication and work performed on the ctaims, if any.

ITEM 5. IT1ARKET FOR ISSUER'S COMAIlON EQUITY AND RELATED STOCKHOLDERS' iIATTERS

(a) Set forth the approximate number of holders of each ctass of common equity ofas of the latest practicabte date but in no event more than ninety (90) days prior

to fiting the registration statement. lnctude the names of the top twenty (20) sharof each ctass and the number of shares hetd and the percentage of total shares outstandinghetd by each.

Disctose equity ownership ofon a per ctass basis,

ITEM 6. ,\,IANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPEMTIONS

(Part lll, Paragraph (A) of "Annex C, as amended")Registrants that have not had revenues from operations in each of the tast two fiscal years,or the last fiscal year and any interim period in the current fiscal year for which financialstatements are furnished in the disctosure document, shall in addition to applicableitems under subparagraph (2), provide the information in subparagraph (1)hereof.

(1) Ptan of Operation. Describe the ptan of operation for the next twetve (12) months. Thdescription should inctude such matters as:

(a) a discussion of how long the registrant can satisfy its cash reguirements and whether itwilt have to raise additionat funds in the next twetve (12) months

(b) a summary of any product research and devetopment that the registrant witl perforfor the term of the ptan

(c) any expected purchase or sate of plant and significant equipment; and(d) any expected significant changes in the number of emptoyees.

SIGNATURE PAGE

Pursuant to the requirements of Section 17 of the Code and Section '141 of the CorpoCode, this report is signed on behatf of the issuer by the undersigned, thereunto dutauthorized, in the City of

tncomptete(,i I

y signed by the fottowing (1) Principat Executive Officer; (2) Principal Operatine Officer;(3) Principal Financial Officer; (4) Comptrotter; (5) Princioat Accte. Officer; (6) CorporateSecretarV.

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COVER SHEET4 0 9 3 8

SEC Registration Number

U N T E D P A R A G o N M I N I N G

c o R P o R A T I o N

(Company's Full Name)

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

Gilbert V. RabagoContact Person

636-st33/34Company Telephone Number

trTfMonth

Annual Meeting

To be accomplished by SEC Personnel concerned

Document lD:'-'-'rrltl;ii STAMPS irtl

l1-l-f FTfMonth

Fiscal Year

File Number

SEC FORM 17.A2OL2 AMENDED ANNUAL REPORT

FORM TYPE

Secondary License Type, lf Applicable

LCU

Cashier

Amended Articles Number / Section

Total Amount of Borrowings

Dept Requiring this Doc

Total No. of Stockholders Foreign

Remarks: Please use BLACK ink for scanning purposes

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SECURITIES AND EXCHANGE COMMISSIONAMENDED SEC FORM L7.AANNUAL REPORT PURSUANT TO SECTION 17

OF THE SECURITIES REGULATION CODE AND SECTION 141OF THE CORPORATION CODE OF THE PHILIPPINES

1. For the fiscal year ended December 31. 20L2

2. SEC ldentification Number 40938 3. BIR Tax lD No. 041-000-169-117-V

4, UNITED PARAGON MINING CORPORATIONExact name of issuer as specified in its charter

5 Philippines 6.Province, Country or other jurisdiction lndustry Classification Code:of incorporation or organization

7. 5th Floor. Quad Alpha Centrum. 125 Pioneer St.. Mandaluvone Citv 1550Address of principal office

B. (532) 636-5133 to 3alssuer's telephone number, including area code

Postal Code

9. NIAFormer name, former address, and former fiscal year, if changed since last report

10. Securities registered pursuant to Sections 8 & t2 of the SRC, or Sec. 4 and 8 of the RSA

Number of Shares of Common StockTitle of Each clastoutstanding & Amount of Debt outstanding

Common Stock 26L,3L4,797,080

11.Are any or all of these securities listed on a Stock Exchange.

Yes [rl] No [ ]

lf yes, state the name of such stock exchange and the classes of securities listed therein:

Philippine Stock Exchange, lnc. Common Stock

United Paragon Mining CorporationSEC Form 17-A (Annual Report-2012)

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12. Check whether the issuer:

(a) Has filed all reports required to be filed by Section t7 of the SRC and SRC Rule17 hereunder or Section 11 of the RSA and RSA Rule 11(a)-1 hereunder, andSections 26 and L41, of The Corporation Code of the Philippines during thepreceding twelve (12) months (or for such shorter period that the registrant wasrequired to file such reports);

Yes [V] No [ ]

(b) Has been subject to such filing requirements for the past ninety (90) days.Yes [1 ] No [ ]

13. State the aggregate market value of the voting stock held by non-affiliates of theregistrant - P686.6 rnillion based on the closing price at the Philippine Stock Exchange,lnc. on March 3'J,,2013.

1,4. Check whether the issuer has filed all documents and reports required to be filed bySection 17 of the Code subsequent to the distribution of securities under a planconfirmed by a court or the Commission.

Yes[] No[] NAlvl

DOCUMENTS INCORPORATED BY REFERENCE

15. lf any of the following documents are incorporated by reference, briefly describe themand identify the part of the report into which the document is incorporated:

The Company's 2012 Audited Financial Statements are incorporated under item 7 ofPart ll (Operational & Financial lnformation).


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PART 1

Item 1Item 2Item 3Item 4

PART II

Item 5

Item 6Item 7Item 8

PART III

Item 9Item 10

Item11

Item 12

PART IV

Item 13

TABLE OF CONTENTS

BUSINESS AND GENERAL INFORMATION

Business and General lnformationPropertiesLegal ProceedingsSubmission of Matters to a Vote of Security Holders

OPERATIONAL AND FINANCIAL INFORMATION

Market for Registrant's Common Equity and Related StockholderMattersManagement's Discussion and Analysis and Plan of OperationsFinancial Statementslnformation on lndependent Accountant and Other RelatedMatters

CONTROL AND COMPENSATION INFORMATION

Directors and Executive OfficersExecutive Compensation

Security Ownership of Certain Beneficial Owners and ManagementCertain Relationships and Related Transactions

EXHIBITS AND SCHEDULES

Exhibits and Reports on SEC Form t7-C

SIGNATURES

INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARYSCHEDULES

INDEX TO EXHIBITS

Page No.

49

L2t2

t2L41919

2023

2526

27

29

30

31

United Paragon Mining CorporationSEC Form 17-A (AnnualReport-2O12)

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PART I - BUSINESS AND GENERAL INFORMATION

Item 1. Business and General lnformation

United Paragon Mining Corporation ("UPMC" or the "Company") is a Philippine corporationwhose main business isthe exploration, development, exploitation, recovery and sale of gold.

UPMC was the result of a merger in 1989 between United Asia Resources and GeothermalCorporation ("UAR") and Abcar Paragon Mining Corporation ("Abcar Paragon"). Under theterms of the merger, UAR became the surviving corporation and Abcar Paragon transferred all

of its assets and properties (real and personal, including rights, franchises and receivables, aswell as the operating rights of the Longos Mine) to UAR. UAR was renamed United ParagonMining Corporation in 1990. UAR was formed as a corporation in 1970 while Abcar Paragon wasformed in 1986.

The Company's principal mining operation is the Longos Mine at Paracale, Camarines Norte.The Company operated an open pit area in the mine from August 01, 1988 to June 01,, 1994having extracted 888,809 metric tonnes (MT) of ore, which yielded 79,120 ounces of gold. Thiswas more than twice its originally calculated reserve. By April L994, the Company began thecommercial operations of the underground mine at the same site. lt was placed under care andmaintenance in December 1998 because of depletion of economic reserves above Level 800,high operating cost and low metal prices

ln L999, the management of the Company decided to continue exploration drilling in the mainLongos lode area and the neighboring sub-parallel veins to search for more ore to increasereserves. However, in the last quarter of 2003, the management of the Company was convincedthat sufficient drilling had been done in these areas. ln November 2003, the Company decidedto suspend further drilling in Longos.

Another prospective area is San Mauricio in Jose Panganiban as an exploration target for theCompany. The Company has plans of continuing exploration drilling in San Mauricio once thenecessary clearance from the Department of Environment and Natural Resources ("DENR") issecured.

With the current gold prices, the present ore reserves of the Company are now sufficient for aviable project at 500-600 tonnes per day capacity. The Company pursued various options toraise project financing subject to the company being awarded appropriate government permitsto resume further development and rehabilitation of Longos Mine.

Production. There were no gold and silver recovered in the years 2012, 2O1J and 2010. TheCompany's mining and milling operations are still suspended.

United Paragon Mining CorporationSEC Form 17-A (Annual Report-20'l2)

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Products/Sales/Competition. Prior to the suspension of the mining and milling operations, theCompany produced dore bullions, containing gold and silver, which were either refined by theBangko Sentral ng Pilipinas Mint and Gold Refinery or sent by airfreight and refined byJohnsonMatthey PLC. of England. The principal product, gold accounted for over 99% while the by-product, silver contributed only less than t%. Since the suspension of the mining and millingoperations, the Company has had no new product.

The gold and silver dore bullions were sold either to Bangko Sentral ng Pilipinas or JohnsonMatthey PLC. of England. The sales were covered by contracts using internationally acceptedpricing in the world market available from the London Metal Exchange. Since no single goldproducer (mining company) can affect the international metal prices, competition amongmining companies is virtually non-existent. Competition among mining companies is onacquisition of mining claims/areas. Dore bullion is readily marketable.

Sources and availability of raw materials and supplies. The ore as raw material extractedusually comes from the Company's mineral properties. However, the Company suspended itsmining and milling operations in 1999 due to depletion of economic reserves at its Shaft 4, highoperating costs and low metal prices.

The Company has quite a number of suppliers for its operating supplies. Energy was sourcedfrom Camarines Norte Electric Cooperative ("CANORECO") under a long-term contract for thesupply of electricity from 1988 to 2000, Likewise, the Company has four (4) megawatt powerplant, which has the ability to provide sufficient power for operation during any power failure,since these equipment has been idle for a period of time further rehabilitation is required.However, in November 2000, the Company switched its power supply from CANORECO to an in-house generating set to provide its limited power requirement of 10 KVA. ln early 20L2 sitepower supply is now provided by CANORECO. However, the Company is also looking an optionfor other possible power provider and/or participates in an open market to source its futurepower requirement. Purchases of supplies, equipment and spare parts are obtained on acompetitive basis from sources both local and foreign and are generally available.

Transactions with and/or dependence on related parties. The information required is disclosedon Note 11 of the Company's 2Ot2 Audited Financial Statements.

Patents, trademarks, copyrights, licenses, franchises, concessions and royalty agreements.The information required is disclosed on Note 22 of the Company's 2012 Audited FinancialStatements.

Government regulations and approvals. The Company has to strictly comply with governmentalregulations and seek government approvals, particularly those of the DENR, with respect todisposal of waste and tailings, rehabilitation, environment etc. to be able to start or continuemining operations. The Company's Environmental Compliance Certificate ("ECC") expired onJuly 3L, 1999. The Company will have to renew its ECC before it can resume mining and millingoperations. ln preparation forthe planned reopening and rehabilitation of the Longos Mine, theCompany filed a request for the renewal of the said ECC on August 31, 2006. The DENR through

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the Environmental Management Bureau - Region V (EMB-V) required the Company to preparean Environmental Performance Report and Management Program ("EPRMP") for its evaluationand approval prior to the renewal of the ECC. The Company had finalized and submitted theEPRMP to EMB-V on April 7, 2010. On October 8, zOtO, the Company after satisfying therequirements and upon the recommendation of the Environmental Management Bureau, wasgranted an ECC for the Longos Mining Project. The company completed its documentation forexploration permit application filed at the Mines and Geoscience Bureau -Region V (MGB-V) onFeb 4, 201,3 forfurther review and evaluation, issuance of these permits is on hold.

Effects of existing government regulations are mainly on their corresponding costs ofcompliance to the Company, which are appropriately reflected either as expense or as capitalasset under generally accepted accounting principles. The effect on the Company of anyprobable government regulation could not be determined until specific provisions are known.

Research and Development. Exploration, drilling and development for a mining company, arethe equivalent of research and development. The Company's principal activities since thesuspension of the mining and milling operations until 2OO4 had been exploration andconfirmation drilling. The total cost of exploration and drilling for the year 2OO4 amounted toP664,992.00.

Exploration/Drilling. No exploration work was initiated during the years 2012, 20tt and 2010.The Company suspended its exploration/drilling activities in the San Mauricio mineral claim inJose Panganiban after completing the 2nd hole in February 2004, pending approval by the DENRof the Company's application for Mineral Production Sharing Agreement ("APSA") over the area.This area is covered by application denominated as APSA V-041.

Compliance with environmental laws. The Company had reforested and maintained mined-outand disturbed areas in support of the DENR re-greening program. The Company has compliedwith the "Adopt A Mountain, Adopt A Mining Forest Program" initiated by the DENR way back in1989. This program mandates all mining firms to conduct reforestation and forestation inmined-out areas, slopes, decommissioned tailings' pond, causeways and waste dumps andvacant lots within the mining and adjoining communities. The company's target for 20'1,3 underthe NationalGreening Program is about ten (10) hectares or about 5,000trees planted.

The Company has reforested to date a total of 8.173 hectares of old tailings'ponds, abandoneddrill pads/sites and vacant lots within the mine site with some 24,689 of agoho, acacia mangium,narra and gmelina species. The semi-annual report submitted to the MGB Region V showed16,708 seedlings survived and is growing vigorously for a record of 67.67% survival rate. TheCompany maintains an 800 square meter nursery within the mine site with seedlings of theabove species being grown for replanting in the old tailings pond, abandoned drill sites andvacant lots.

For the rehabilitation and reforestation of the exploration drilling area in the San Mauriciomining claims in the town of Jose Panganiban, a total of 775 seedlings of narra, gmelina andagoho were planted along the slopes of disturbed areas and drill pad sites. The topography was


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re-graded to prevent erosion prior to the suspension of exploration drilling in February 2004.Total environmental expenses amounted to P0.5 million for the years 2OI2 and 2011.

Employees. The total manpower of the Company as of December 31.,2012 consists ofseventeen (17) regular employees and six (6) technical consultants,

Exploration/Techni ca Iype of employeeExecutive OfficersManagers/Technical PersonnelRank and FileTotal

6

6

Fi nance/Ad m i nistration2

3

11T7

The Company expects no significant change in the number of employees for the ensuing yearunless the necessary permits have been awarded to the company and the needed fundingrequirements for exploration and further rehabilitation and development of the Longos Minebecomes available, in which case, a significant number of employees will be hired.

The Paracale based employees were members of National Allied Mines and Workers Union("NAMAWU") for rank and file and United Paragon Mining Corporation Supervisors' Union("UPSU") for supervisors. The collective bargaining agreement between the Company andNAMAWU expired on December 31, 1999 while that between the Company and UPSU expiredon April 30, 2003. Mandaluyong City based employees and administrative personnel at themine site are not subject to collective bargaining agreement. The Company's employees havenot been on strike in the past three (3) years and are not threatening to go on strike. TheCompany does not have any incentive arrangement with its employees and no plans to establishone in the future.

Major Risk/s. The management of the Company regularly scans the events and trendsconcerning the mining industry in order to identify and assess risks affecting the Company. Atthe same time, the management of the Company assesses the internal risks and weaknesses inits operations. The major risks involved in the Company's operations are as follows:

a. Changes in the market price for gold. The market price for gold can fluctuate widely.These fluctuations are caused by numerous factors beyond the Company's control suchas speculative positions taken by investors ortraders in gold; changes in the demand forgold for industrial uses, for use in jewelry and investment; changes in the supply of goldfrom production, disinvestment, scrap and hedging; financial market expectations

regarding the rate of inflation; the strength of the US dollar (the currency in which thegold price trades internationally) changes in interest rates; actual or expected gold salesby central banks; gold sales by gold producers in forward transactions; global orregional political or economic events.

A sharp decline in the gold price would adversely affect the viability of the LongosRehabilitation Project and the Company's ability to raise the required amount to financethe said project. However, inasmuch as gold price fluctuations are caused by numerous


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b

factors beyond the Company's control and gold hedging is not applicable to theCompany at this stage, there is no way the Company can manage this risk at this time. lnthe future, when the Company reopens the mine, gold price hedging strategies will beconsidered.

Skills shortages. Skills shortages are re-emerging as industry growth recovers and mineproduction ramps up to meet revived demand. With an inadequate supply of skilledworkers and professionals for the mining sector, the challenge of recruitment,retention, development and deployment has re-emerged as a significant strategic threatto the industry, This may further delay future project development and production.

Development risks. The Company's plan to rehabilitate and reopen the Longos Mine isbased on the results of a pre-feasibility study conducted by the Company. The studyused estimates of expected or anticipated project economic returns which are based on

assumptions such as future gold and silver prices, anticipated tonnage, grades of ore tobe mined and processed, anticipated recovery rates of gold and anticipated capitalexpenditure and cash operating costs, among other factors.

Actual cash operating costs, production and economic returns may differ significantlyfrom those anticipated by Company's studies and estimates due to a number ofuncertainties inherent in the development and construction of an extension to anexisting mine or any new mine. Prior to reopening the mine, the Company may hireadditional consultants to double check the Company's pre-feasibility study andrehabilitation plan.

Ore reserves estimate risk. The ore reserves presented in this annual report are the bestestimates of Company's technical personnel and confirmed/certified by competentpersons- geologist and mining engineer. The Company undertakes annual revisions of itsore reserve estimates based upon actual exploration and drilling results, newinformation and fluctuations in economic parameters. The actual mineral deposition inquantity (tonnage) and quality (grade) may vary greatly from the Company's estimatewhen actual mining/extraction is conducted. Some physical obstacles in operation suchas water inflow underground, fracturing of rock upon mining and erratic nature of themineral content of the vein can contribute to the variance between the estimated andactual ore reserves.

e. The risk of flooding the underground workings. The ore reserves of Longos Minecomprising of several parallel narrow gold veins are located in an ultramafic andgranodiorite country rocks. Heavy water ingress into the underground workings causedby fissures of the veins under the ocean floor is inevitable but can be controlled by awell-planned and designed dewatering plan inside the mine. The Company had beensuccessful in controlling water ingress in the past by installing heavy-duty pumps and bypushing the shoreline with a cofferdam. The same dewatering strategy will be usedwhen the Company reopens the mine.

c

d.


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f. Liquidity and access to capital. The Company needs an estimated amount of U5520million for capital expenditures to implement its two (2) years exploration workprogram. The company pursued various options to raise project funding subject to thecompany being awarded the appropriate government permits to resume its operation. .Although, the Philippine government has been aggressively promoting and supportingthe revitalization of the mining industry and investors are bullish on the gold price.Failure to obtain the required permits and funding could delay the project plannedexploration works to upgrade the current ore reserve.

Item 2. PropertiesThe Compony owns vorious office furniture, fixtures ond tronsportation equipment in its Heodoffice locoted at Mandaluyong City. The Compony olso owns various drilling, mining ond millingequipment ond support focilities in its Longos mine site. There is no mortgoge, lien orencumbrance over the oforementioned properties.

The Compony has no intention ot present to lease or ocquire ony odditionol significont realproperty or mochinery ond equipment in the next twelve (1,2) months unless the appropriotegovernment permit hove been oworded to the compony ond the required funding for explorotionond further development of the mine becomes ovoiloble, in which cose, additional significontreol property or machinery ond equipment will be ocquired. Mochinery ond equipment oreusually acquired month to month os needed usually through direct purchose or through letters ofcredit, if imported, under suppliers' or bonk's credit terms.

The Compony through an Operating Agreement executed on Februory 1.0, 1987 and Option ondOperoting Agreement dated November 1-7, 1-987 with Comorines Minerols, lnc. ('CMl') has theexclusive rights to operote the minerol properties in the nome of CMI thot are covered by mining

leose controcts, including the right to occupy the other real properties of CMl. The operatingogreement expired on June L8, 2006. On July 30, 2007, the Company ond CMI signed onoperoting ogreement renewing ond consolidating the previous option ond operotingogreements. This operoting ogreement provides for the extension of the term for twenty-fiveyeors or co-terminus with the relevont minerol production shoring agreement thot may beissued by the Philippine Government and o royolty rote of 3.5% bosed on gross revenues, net ofmarketing ond refining chorges.

The principal properties subject of on operoting ogreement with CMI consists of 1,204.6160hectares with confirmed minerol resources ond prospective explorotion oreos. The approvedmining leose controcts with the Philippine Government cover 394 hectores, 64 hectares expiredin 2006 and 330 hectores expired in 20L0. However, prior to expiry of these mining leasecontrocts, the Compony submitted opplications for conversion to minerol production shoringogreement/s. The mining cloims covered by the operating ogreement with CMt ore all locoted inthe Porocole - Jose Pongonibon District.

The mining leose controcts ossigned to the Company by CMI are as follows:

Mining Lease Contract ("MLC") No. MRD 267, granted on June 18, 1981. covering a groupof nine (9) mining claims with a total area of 64.1609 hectares, expired on June 17,


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2006. This is the central portion of Longos.

MLC No. MRD 40L, granted on March 19, 1985, covering twelve (12) mining claims withan area of 92.8699 hectares, expired on March 18, 2010. This is the southern portion,known as Malaguit group of claims, which includes Haliguing Bato area.

MLC No. MRD 445, granted on July 01, 1985, covering a group of twenty-nine (29)mining claims with a total area of 194.2786 hectares, expired on June 30, 2010. This isthe portion, which includes the UPMC village, the Tailings Pond No. L, Baluarte and SanAntonio structures and Barangay Palanas.

MLC No. MRD 446 granted on July 01, 1985, covering a group of six (6) mining claimswith a total area of 43.5000 hectares, expired June 30, 2010. This is the Tugos area.

The Company and CMI filed a joint application for production sharing agreement ("APSA") forthe above MLCs on February7,2006 (denominated as APSA V-375), However, with the passageof the Executive Order 79 (EO 79) dated July 6, 2OtZ "INSTITUTIONALIZING ANDIMPLEMENTING REFORMS IN THE PHILIPPINE MINING SECTOR PROVIDING POLICIES ANDGUIDELINES TO ENSURE ENVIRONMENTAL PROTECTION AND RESPONSIBLE MINING IN THEUTILIZATION OF MINERAL RESOURCES", the processing of the renewal of the APSA application ison hold until a legislation rationalizing existing revenue sharing schemes mechanism shall havetaken effect. ln line with the company management mandate to upgrade its ore reserve the saidAPSA 375 application was converted to an exploration permit application in February 4,2013.UPMC on its own has located several mineral areas located in Paracale and Labo, CamarinesNorte consisting of 531.000 hectares for which APSAs were filed.

Following are the APSAs filed by the Company:

' APSA V-041 covers four (4) lots of 101 mining claims. Lots 1.,2 and 3 are owned by CMI(known as San Mauricio claim group) and Lot 4 (Torana Group, 126.0000 hectares) isowned by UPMC with a total area of 753.4439 hectares.

APSA V-254 covers six (6) mining claims owned by UPMC and located within Labo andParacale, Camarines Norte consisting of Lots 1 and 2 with a total area of 405.0227hectares, denied by MGB V in an order dated June 30, 20tI pursuant to the provisionsof Department Memorandum Order (DMO) NO. 2010-04. A motion for reconsiderationon the denial of the application has been filed by the Company which is currently beingevaluated by MGB V office.

APSA V-270 covers twenty-four Qal mining claims owned by CMI also known as the Jeff-Sindicado claim group with a total area of 1,82.3624 hectares.

APSA V-375 covers fifty-six (56) mining claims owned by CMI also known as the Longosclaim group with a total area of 393.8607 hectares, this has been converted into anExploration Permit Application by UPMC and CMI on February 4,201,3 upon submissionof pertinent documents and payment of the required conversion fee and is nowrenumbered as EXPA-000180-V.

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Mineral Resources and Ore Reserves. There was no change in the resource estimates duringthe year 2Ot2 as compared to year 20L1. The lndicated Mineral Resources lnventory as ofJanuary 01, 2OI3 is 3,'J,60,737 MT at 10.89 grams of gold per tonnes (Au g/t) containing1.,106,420 ounces of gold. Summary of the ore resources as of January 01, 2013 is presentedbelow:

Grade, Au g/t Ounces, Gold

Summary of the ore reserves as of January 01, 2013 is presented below:

ldentified Mineral Resources

Above Level 800Measuredlndicatedlnferred

Sub TotalBelow Level 800

Measuredlndicatedlnferred

Sub TotalAdjacent Vein Systems

Measuredlndicatedlnferred

Sub Totalldentified Mineralldentified MineralDifference

Resources as of 01-01-2013Resources as of 01-01-20L2

Tonnes

257,808L24,955

382,763

7t.251.4.32

L2.25

590,7t4 L2.68t,270,6LL 9.11

338,800 13.092,200,L25 10.68

577,849 L0.77

577,849 10.773,L60,737 10-893,t60,737 10.89

Tonnes

202,07L85,928

287,999

L,302,524L,302,524 :

202,07L

1,388,4521.,590,5235,953

L,583,560L,583,560

10.618.28

i

9.9L;

11.3011.30

10.61

11.301L.056.63

LT,O7LL,O7

93,24857,529

L50,777

240,8r7372,L53L42,595755,555

200,088

200,088t,L06,420t,L06,420

68,93022,8759l_,805

473,zrL473,zLL

68,930

496,085565,0L67,494

563,532563,532

Underground Minable Ore ReservesAbove Level 800

ProvenProbable

Sub TotalBelow Level 800

ProvenProbable

Sub TotalTotal

ProvenProbable

Total Ore ReservesLess: Reserves Used For Pillars

Total Ore Reserves -January 01, 201-3Total Ore Reserves - January OL,20L2Difference

Grade, Au g/t Ounces, Gold

Note: The ore reserves presented in this table ore included in the ore resources presented in theobove toble.

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The estimation, assessment, and evaluation of Mineral Resources and Ore Reserves wereundertaken by qualified technical personnel. However, the Company hired Competent Personsto evaluate and certify the mineral resources and ore reserves, in compliance with the PhilippineMineral Reporting Code for Reporting Exploration Results, Mineral Resources and Ore Reserves(PMRC) adopted by the Philippine Stock Exchange, lnc. in October 2007.

The information in this report that relates to Mineral Resources was based on informationcompiled and certified by Mr. Balgamel B. Domingo, who is a member of the Geological Societyof the Philippines (GSP). Mr. Domingo is not employed by any company. He is a consultant forvarious mining and geologic projects. On the other hand, the information on Ore Reserves wascompiled and certified by Mr. Lucio R. Castillo, a member of the Philippine Society of MiningEngineers. Mr. Castillo is the Chairman ICEO of Goldridge Mining Corporation. Both Messrs.Domingo and Castillo are included in the lists of competent persons promulgated by theirrespective accred ited professiona I orga nizations.

Messrs. Domingo and Castillo have sufficient experiences, which are relevant to the style ofmineralization and type of deposit under consideration and to the activity, which they hadundertaken to qualify as Competent Persons as defined in the 2007 Edition of PMRC. Messrs.Domingo and Castillo consented to the inclusion in this report of the matters based on theirinformation in the form and context in which it appears.

Item 3. Legal Proceedings

There has not been any bankruptcy, receivership or similar proceedings neither instituted by oragainst the Company nor has there been any material reclassification, merger, consolidation orpurchase or sale of significant amount

ofassets

not in the ordinary course of business. There isno material pending legal proceedings involving the Company.

Item 4. Submission of Matters to a Vote of Security Holders

Except for the matters taken during the annual stockholders meeting on September 28,2012,no other matter was submitted to a vote of security holders during the period covered by thisreport.

PART II - OPERATIONAL AND FINANCIAL INFORMATION

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters

Market lnformation. The Company's shares of common stock are traded in the Philippine StockExchange, lnc. ("PSE"). The quarterly high and low stock prices (in Philippine Pesos) for theyears 201,L,201-2 and the first quarter of year 2OI3 are as follows:

Market Price

First Quarter

2013

High r Low0.017 0.016

20L2High , Low0.028 : 0.02L

20LLHigh Low0.015 0.011

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Second QuarterThird QuarterFourth Quarter

0.022 0.017 0,017 0.0110.015 , 0.014 0.029 0.0140.018 0.017 0,025 0.021

Note: Up to August 73, 2008, par volue was P7.00 per shore; effective August 74, 2008, por valuewas changed to P0.01. per share.

The Company's shares of common stock were traded with a closing price of P0.017 per share onDecember 31,2072 and P0.016 March 3I,201.3.

Holders. The Company has 1,258 shareholders as of December 31, 2012 and 1,248 as of March3I,2013. The outstanding shares as of December 31,2012 and March 31,20t3 are26L,3L4,797,080 shares of common stock; 12,200,000 shares of Class "A" preferred stock and400,000 shares of Class "8" preferred stock.

The top 20 common stockholders as of March 3t,2OI3 are as foll

Shown in the below table is the equity ownership on a per class basis as of March 31, 2013.

eto corrrmon 5Io o r5450 a are a5 Toilow5:No. Name No. of shares held Percent ofTotal

1 NATIONAL BOOKSTORE, INC 84,325,L08,842 32.272 ANGLO PHILIPPINE HOLDINGS CORP. 57,000,000,000 21.813 ALAKOR CORPORATION 53,884,138,98L 20.624 PCD NOMTNEE CORPORATTON (F) 29,206,893,1_50 1 1.185 PCD NOMTNEE CORPORATTON (NF) 10,670,L90,045 4086 ABACUS BOOK & CARD CORPORATION 9,858,250,792 3787 THE PHILODRILL CORPORATION 6,839,068,254 2.628 LANCASTER HOLDI NGS LIM ITED 5,235,537,900 2.009 CAMARINES MINERALS, INC.

t,252,097,050 0.4810 ATLAS PUBLISHING GROUP OF CO. 674,1,42,466 0.2611 RAMOS, ALFREDO C, 282,3rO,\50 0.1 1L2 ALAKOR SECURITIES CORPORATION 216,653,850 0.0813 LORENZO JR., LUIS P. l_09,250,000 0.04L4 SY TIONG SHIOU 93,500,000 0.0415 GOTANCO, CHRISTOPHER M. 90,812,500 003L6 HAGER, JOHN PETER 87,000,000 0.03L7 VALMORA INVESTMENT AND MANAGEMENT 90,000,000 0.0318 CASTILLO, EDUARDO B. 54,375,000 0.0219 CASTANEDA, ISA F. 50,000,000 0.0220 KERRY SECURTTTES (PHtLS,), tNC. 49,250,000 0.02

Security Class Outstanding Shares Percent of Total

1. Common SharesFilipino 245,377,700,385 93.90

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Alien: 15,937,096,595 6.10

Other 15,905,890,445 6.09

British 1,250,000 0.00American 21,750,000 0.01

Chinese 8,206,250 0.00

Total 26t,3L4,797,080 100

2. Preferred AFilipino 9,365,000 76.76

Alien-other 2,835,000 23.24Total 12,200,000 100

3. Preferred BFilipino L20,000 30.00

Alien-other 280,000 70.00Total 400,000 100

Dividends. No dividends were declared in the first quarter of 2013 and in the years 2OI2 and201,L. The Company's ability to declare and pay dividends on common equity is restricted by theavailability of sufficient retained earnings and funds.

Stock Ownership Plan. Currently, UPMC Board of Directors approved and authorizes theadoption of a Stock Option Plan for the Directors and Management to cover an aggregate of 20Billion UPMC Common Shares at various prices per share as follows:

The company hired a consultant to formulate and design a stock option plan to insure its properimplementation.

During the annual meeting of the stockholders of United Paragon Mining Corporation ("thecorporation") on September 28,2013, the stockholders approved andlor ratified the adoptionand implementation of the Stock Option Plan for the directors and management of theCorporation, under such terms and conditions as determined by the Board, subject to thecompliance with the applicable laws and rules and regulation of the Securities and ExchangeCommission and Philippine Stock Exchange. As of date of this report no stock options weresubscribed and/or availed.

Recent Sale of Unregistered Securities. No securities were sold by the Company within the pastthree (3) years, which were not registered under the Code. There were no new issues (includingsecurities issued in exchange for property, services, or other securities and new securitiesresulting from the modification of outstanding securities) or sale of reacquired securities during

Number of Shares Strike Price per share5 Billion P0.02010 Billion 0.02505 Billion o.0275

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the same period, except for 217,942,035,530 common shares issued resulting from theconversion of debts to equity approved by the SEC on July 24,2008. Please refer to Note L5 ofthe 2012 Audited Financial Statements.

Item 6. Management's Discussion and Analysis and Plan of Operation.

Management's Discussion and Analysis

Results of Operations.

2012 compared with 2011

The company posted a higher net loss of P79.0 million in 2012 compared to P61,.7 million in201,1. The net increase of P17.3 million or 28% are due outside services, technical consultantfees, depreciation and write-off of obsolete and dilapidated materials and supplies and intereston advances and offset mainly by foreign exchange gain and reversal of liabilities.

General and administrative expenses of P61.7 million were higher by P41.1 million or 200% ascompared to P20.6 million as reported in 201,t. The increase in administrative expenses arerepresented by increase in outside service of P25.6 million, salaries and allowances of P3.7million, depreciation and write off of obsolete inventory of P9.2 million and miscellaneousexpenses for donations and staff amenities of P2.3 million.

Finance Expenses of P44.8 million in 20t2 was higher by P3.3 million or 7% as compared toP41.5 million in 2011.

Finance income for the year 20L2 of P1.8 million and P0.8 million in 2011 consist mainly ofinterest income from bank deposit.

Other income for the year 2012 of P20.2 million was higher by P19.0 million as compared toP1,.2 million in 2011. The increase in other income consist rnainly of reversal of liabilitiesamounting to P14.8 million, sale of scrap materials of P1.3 million gain on disposal of property,plant and equipment of P1.3 million and income from condonation of debt of P2.3 million.

Provision for income tax (MCIT) increased by P0.37 million mainly due to increase in otherincome for year 201,2.


The Company posted a higher net loss of P61.7 million compared to P35.5 million in 2010. Thenet loss for the year 2011 was higher by P26.2 million substantially due to the accrual of interestcharges (inclusive of cumulative dividends/interest on Class A preferred shares), increase ingeneral and administrative expenses and increase in foreign exchange loss.

Total general and administrative expenses of P20.6 million in 2011 was higher by P6.3 million(44%) as compared to P1.4.3 million in 2010. The 2011 figure was higher due to the payment ofdocumentary stamp tax on loan document, PSE filing & listing fee of debt to equity conversion

15

United Paragon Mining CorporationSEC Form 17-A (AnnualReport-2012)

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shares and professional and other fees in connection with the preparatory study for therehabilitation/reopening of the Longos mtne.

Finance expenses of P41.5 million in 2011 was higher byP11.8 million (40%l compared toP29.7million in 2010, due to the take up/accrual of interest on loans and advances, Class B preferredshares and cumulative dividends on Class A preferred shares shown as interest expense inaccordance with PAS 32.

Restatement of foreign currency denominated liabilities in zOIt resulted to foreign exchangeloss realized from the payment of dollar denominated liabilities in the first quarter of 2011 while2010 restatements resulted to higher foreign exchange gain of P7.0 million due to the 5% pesoappreciation from P46.20 (12.31-.09) to e+:.S4 (12.31.10)

Finance income for the year 2011 of P0.7 million was earned from time deposit placements,

none for the year 2010.

Other income account for the year 2011 of P1.2 million was lower by P0.2 million (16%) ascompared to P1.4 million in 2010. This is due to lower income recorded for 2Ott of P0.2 million.

Provision for income tax (MCIT) decreased by P0.01 million (23%l or from P0.04 million in 2010to P0.03 million in 2011 due to decrease in other income subject to income tax during the year.


The Company posted a higher net loss of P35.5 million compared to the P30.5 million in 2009.The net loss for the year 2O7O was higher by P5.0 million substantially due to the accrual ofinterest charges (inclusive of cumulative dividends/interest on Class A preferred shares).

Total general and administrative expenses of P14.3 million in 2010 was higher by P2.5 million(21%) as compared to P11.8 million in 2009. The 2010 figure was higher by P2.5 million due tothe payment of professional and other fees in connection with the renewal of the Company'sEnvironmental Compliance Certificate which was received in October, 201.0 and the applicationfor Mineral Production Sharing Agreement for APSA 375V,041V, 27OV & 254V.

Finance expenses of P29.7 million in 2010 was higher by P4.8 million (1,9%l compared to P24.9million in 2009, due to the take up/accrual of interest on loans and advances, Class B preferredshares and cumulative dividends on Class A preferred shares shown as interest expense inaccordance with PAS 32.

Restatement of foreign currency denominated liabilities in 2010 resulted to higher foreignexchange gain of P7.0 million as compared to foreign exchange gain of P3.0 million in 2009 dueto the 5% peso appreciation from P46.20 (12.31.09) to e+3.44 Q2.31,.10) compared to the 2%peso appreciation from P47.52 (12.31.08) to P45.20 (12.31.09).

Other income account for the year 2010 of P1.4 million was lower by P1,.7 million (53%) ascompared toP3.1 million in 2009. This is due to lower income recorded for 2010 of P2.0 million

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which was further reduced by P0.6 million loss on disposal as scrap of remaining mill plantbuilding which collapsed in January 2010.

Provision for income tax (MCIT) decreased by P0.02 million (35%) or from P0.06 million in 2009to P0.04 million in 2010 due to decrease in other income subject to income tax during the year.

Financial Position.

As of December 3t,2012, the Company has current assets of P0.12 for each peso of currentliabilities compared to P0.24 as of December 31,,201I and P0.08 as of December 31, 2000.

Cash requirements for the years 2012, 201.1 and 2010 were principally financed by loans andadvances from related parties, which amounted to P141.9 million and P12.5 million for the years2011, and 2010, respectively.

Out of the total current liabilities of P661.2 million as of December 31,2012, the amount ofP475.0 million (7I%l is due to related parties for loans and advances, interests, and dividendsand other liabilities, and the balance (29%) is due to suppliers and other creditors.

The loans and advances from related parties are covered by promissory notes subject to rollover every ninety (90) days with interests accrued in the books. P2.2 billion worth of liabilitiesdue to related companies were converted to equity in July 2008 as part of the capitalrestructuring approved by the SEC on July 24,2008. For the details of the amounts of loans andadvances and other liabilities converted to equity, please refer to Notes 11 and 15 of the 2011Audited Financial Statements.

Due to the suspension of mining and milling operations and limited sources of funds, theCompany failed to meet payments within the stated terms to majority of its suppliers,contractors and other creditors. However, the Company had reduced significantly the balance ofits outstanding accounts with suppliers, contractors and other creditors through offsettingarrangements or installment payment schemes. The internal and external sources of funds andthe courses of action that the Company plans to undertake to address the liquidity problem arediscussed under "Plan of Operations for the Yea r 2013" .

Management's plans to address the liquidity and going concern issues are discussed under "Planof Operations for the Year 20'J,3".

The gold price rose further by 5% during the year 2012 as investors continue to use gold as asafe haven investment due to troubles in the financial markets. Gold was traded in the LondonMetal Exchange ('LME") with a closing price of U551,664.00/oz. atthe end of 2012 as comparedto USS1,574.50 at the end of 201,1,. The gold price reached an all-time high of USS1,790.00 onOctober 5,20L2. The outlookforgold remains bullish, as it continues to provide a hedge againstweakness in fiat currencies and further turmoil in the financial markets. On April 19, 2013, goldprice closed at USS1.,397.00 per ounce at the LME (Am Fix).

The bullish sentiments on gold prices have increased investors' interest in gold mining

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companies and exploration projects thus improving the Company's chances of raising thefinances required for the rehabilitation and further development of the Longos mine. Likewise,higher gold prices improve the viability/future profitability of the Longos mine.

Other than the foregoing, there are NO known

. trends, demands, commitments or uncertainties that will result in or that are reasonablylikely to result in the Company's liquidity increasing or decreasing in a material wdy,

. events that will trigger direct or contingent financial obligation that is material to theCompany, including any default or acceleration of an obligation,

r material off-balance sheet transactions, arrangements, obligations (including contingentobligations), and other relationships of the Company with unconsolidated entities orother persons created during the reporting period,

I material commitments for capital expenditures,r trends, events or uncertainties that have had orthat are reasonably expected to have a

material favorable or unfavorable impact on net sales or revenues or income fromconti nuing operations,

. significant elements of income or loss that did not arise from the Company's continuingoperations and

r I seasonal aspect that has or had a material effect on the Company's condition orresults of operations.

There have been no material changes from December 31,2012 to December 31, 201.1. in one ormore line items of the financial statements except for the following:

a) Decrease in Cash & cash equivalents by P78.4 million or72%o, mainly due disbursement ofcash operating requirement for the year 2OI2 and no additional cash infusion made forthe year.

b) Decrease in Prepaid expenses and other current assets byP0.4 million or 56% due to thepayment of deposit due to contractors.

c) Decrease in Materials & supplies inventory by P2.0 million or B% due to write-off ofobsolete/outmoded and dilapidated supplies.

d) lncrease in Other noncurrent assets by P0.4 million or 23% primarily due to the set-up ofinput tax for the year 20t2.

e) lncrease in Accrued interest & other current liabilities by P14.3million or 3% principallydue to the accrual of interest charges for the year 2012 including interest/dividends on

1B


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Class A preferred shares.

f) lncrease in Advances from related parties by P29.2illion or 53% pertains toreclassification of accrued interest to principal base on compromise loan agreement withAlakor Corp.

g) lncrease in lncome tax payable by P0.4 million or I2OO% primarily due to income taxeffect on reversal of liabilities.

h) Decrease in Pension liability by P1.5 million or 50% due to the resignation of 2 head officestaff for year 2012.

i) Changes in other line items shown in the Company's Statement of Comprehensivelncome are due to the usual period-to-period fluctuation in amounts natural in every

business operation. There are no material unusual items other than as discussed underManagement's Discussion and Analysis, Results of Operations year 2012 compared to20tt.

lnasrnuch as the Company's mining and milling operations are still suspended, there are nosignificant key performance indicators other than the financial ratios presented underSupplementary Schedule - Schedule K.

Plan of operations for the year 20L3. The plan of operations for the year 201.3 covers thefollowing activities:

The Company's management started construction on road networks and mineengineering design for underground mining operation in the future, work continues inthe care and maintenance of the grounds and building of the main administrativebuilding while works on repairing and rehabilitating some of staff houses are completed;After the series of talks with CANORECO, in February 2012, the mine site is nowprovided with electricity from the local electrical cooperative and quotes for possiblecontractors to carry out drilling program, access ramp, ref urbishment of powersubstation and power lines have been collected for approval in due time;The Company continued to dispose scrap, obsolete and excess assets to raise additionalfunds and as part of the ongoing care and maintenance of the mine site to augmentcurrent working capital cash requirement until such time the company obtain theapproval of the required government permits.The Company already completed

itsexploration permit application

andrelated

documents, but with the passage of Executive Order 79, issuance of these permits is onhold.The Company will continue with its exploration and drilling activities to increase the orereserves upon receipt of appropriate exploration permit from the government on thetarget areas; andVarious options are being pursued to raise project funding subject to the company beingawarded appropriate government permits to resume its operations. ln this regard, theCompany entered into an agreement with a financial advisor to provide financial

b

c.

d.

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advisory servicesto the Company in connection with the fund raising activity.

The Company expects significant purchases of machinery & equipment and change in thenumber of its employees during the year, once the required government permit have beenawarded to the company and the financing for the exploration activity of its Longos Minebecomes available during the year.

Item 7. Financial Statements

The 2012 Audited Financial Statements of the Company are incorporated herein by reference.The schedules listed in the accompanying index to supplementary schedules are filed as part ofthis SEC Form t7-A.

Item 8. lnformation on lndependent Accountant and other Related Matters

lnformation on lndependent Accountant. The accounting firm of SyCip Gorres Velayo & Co.CPAs ("SGV') with address at the 6760 Ayala Avenue 1226 Makati City, was appointed asexternal auditor of the Company atthe annual stockholders'meeting in2O 2 with Mr. John T.Villa as partner-in-charge, in line with the Company's commitment to good corporategovernance and in compliance with SEC Memo Circular No. B Series of 2003. ln 2003, theauditing firm of KPMG Manabat Sanagustin & Co. with address at KPMG Center, 9th Floor, 6787Ayala Avenue, L226 Makati City was appointed as external auditor of the Company. Mr. RicardoG. Manabat was the audit partner for the year 2003 to 2005 and Mr. Ador C. Mejia for the years2006 to 2009.

External Audit Fees and Services. The fees of the external auditor in the pastthree (3) years are

as follows:

Year20L220Lt201_0

Audit & Related FeesP306,000P305,000P300,000

Tax Fees0

0

0

Other Fees0

0

0

For the past three (3) years, the Company had not engaged the services of SGV nor KPMGexcept for the audit and or review of the annual financial statements in connection withstatutory and regulatory filings and certification of the proposed accounts to be converted toequity. The amounts under the caption "Audit and Related Fees" & "Other Fees" for the years2012,2O\1 and 2010 pertain to these services. The Company's tax related matters are beinghandled by the tax services department of SGV.

The Audit Committee reviews and recommends to the Board and stockholders the appointmentof the external auditor and the fixing of the audit fees for the Company. The Board andstockholders approve the Audit Committee's recommendation.

The Audit Committee has an existing policy, which prohibits the Company from engaging theexternal auditor to provide services that may adversely impact their independence, including

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those expressly prohibited by SEC regulations.

Changes in and Disagreementswith

Accountants on Accounting and Financial Disclosure. TheCompany never had any disagreement with SGV, its current independent accountant or withKPMG Manabat Sanagustin & Co., its independent accountant from 2003 to 2009, on any matterof accounting principles or practices, financial statement disclosures or auditing scope orproced ure.

No independent accountant engaged by the Company has resigned or declined to stand for re-election, or was dismissed.

PART III - CONTROL AND COMPENSATION INFORMATION

Item 9. Directors and Executive Officers of the RegistrantThe names, ages, citizenship, positions and periods of service of directors, executive officers and personsnominated to become as such are as follows:

Alfredo C. Romo1 68, Filipino, has been the Chairman of the Board since February I, L990 andPresident/Chief Executive Officer of the Company since December 7,1992. For the past five (5) years, hehas served as director and/or executive officer, and maintained business interests in companies involved inthe printing, publication, sale and distribution of books, magazines and other printed media,transportation, financial services, infrastructure, oil and gas exploration, mining, property development,shopping center, department store, gaming and retail, among others.

Eduardo B. Costillo, 65, Filipino, has been a Director of the Company since June L3, 1990. For the past five(5) years, he has served as a director and/or executive officer and maintained business interests incompanies involved in agribusiness, travel and tourism, real estate, food processing, medical products,marketing, telecommunication, mining, among others.

Corlos G. Dominguez,66, Filipino, has been a Director of the Company since October 29,1993. For the pastfive (5) years, he has served as director and/or executive officer and continues to be involved inmaintaining business interests in companies involved in banking, hotel and property development,retailing, smelting and mining, power distribution, among others.

Adrion Poulino S. Romos, 34, Filipino, has been a Director of the Company since April 20, 2006 andTreasurer since July 28,2006. For the past five (5) years, he has worked as an lnstructor at a businessschool, Operations Manager for a major book retailer and Business Analyst for Mckinsey & Company, He iscurrently working in various management capacities and served as Director and/or Executive Officer, incompanies involved in mining, investment holdings, securities, sale and distribution of books, magazinesand other printed media, property development, transportation, oil and gas exploration, among others.

Ricardo Miguel S. Romos 4j, Filipino. has been a Director of the Company since May 23, 1997. For the pastfive (5) years, he has served as an executive officer of companies involved in greeting cards and noveltyitems, among others.

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Augusto B. Sunico, 83, Filipino. has been a Director of the Company since June 27, 1995. For the past five(5) years, he has served as a director and/or executive officer and maintained business interests in auniversity and companies involved in oil and gas exploration, mining, stock brokerage, propertydevelopment, financial services, printing and publishing, shopping centers, among others,

Gerord Anton S. Ramos, 36, Filipino. has been a Director of the Company since August 6, 2010. For the pastfive (5) years, he has served as a Director and/or Executive Officer in companies involved in the musicindustry, broadcasting, stock brokerage, mining, holding companies, property development, sale anddistribution of books, magazines and other printed media, shopping centers, among others.

Christopher M. Gotonco, 63, Filipino, has been a Director of the Company since September 28,2012. Forthe past five (5) years, he has served as Director, Chairman and/or Chief Executive Officer in companiesinvolved in natural resources (oil and gas), investment banking, mass transportation, propertydevelopment, and mining, among others,

John Peter C. Hoger, 43, Filipino, has been a Director of the Company since September 29, 2012. For thepast five (5) years, he has been working in various management capacities and serves as Managing Directorin companies involved in import/export commodities trading particularly pulp, paper, packaging, securitypaper and security printing products, rubber, coconut oil and other coconut-related products, amongothers. His business activities also include managing local interests of foreign principals and serving ascommercial advisor to several international companies and local agents.

Roberto V. Son Jose,70, Filipino, has been the Corporate Secretary of the Company since July 30, 1.999. Forthe past five (5) years, he has been associated with the Castillo Laman Tan Pantaleon San Jose Law Officesand has served as director or officer of various client companies involved in transportation, financialservices, infrastructure, mining, property development, holding companies, communication, foundations,entertainment, among others. He is a member of the lntegrated Bar of the Philippines,

Delfin P. Angcao, 55, Filipino, has been the Assistant Corporate Secretary of the Company since July 30,1999. For the past five (5) years, he has been a Partner of Castillo Laman Tan Pantaleon San Jose LawOffices becoming such since the year 2000. He is or has been elected as director and/or CorporateSecretary of various client corporations involved in transportation, communication, and exploration,among others. He is a member of the lntegrated Bar of the Philippines and the Philippine lnstitute ofCertified Pu blic Accountants.

Messrs. Carlos G. Dominguez and John PeterC. Hagerare the current independent directors.

The Directors of the Company are elected at the annual stockholders' meeting to hold officeuntil the next succeeding annual meeting and until each respective successors have beenelected and qualified.

Officers are appointed or elected annually by the Board of Directors during its organizationalmeeting following the Annual Meeting of Stockholders, each to hold office until thecorresponding meeting of the Board of Directors in the next year or until a successor shall havebeen elected, appointed or shall have qualified.

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Reporting companies in which each Director holds directorship:

Alakor Corporation

Anglo Philippine Holdings Corporation* National Book Store, lnc.Aquatlas,lnc, : Nort_h Triangle Depot Comm'1. Corp

MRT Holdings, lnc.

Atlas Consolidated Mining & Devt. Corp.* | the philodrill Corporation+Alfredo C. Ramos

I ,ourrdo B. Castitto

Carlos G. Dominguez

Christopher M. Gotanco

: John Peter C. Hager

Adrian Paulino S. Ramos

Gerard Anton S. Ramos

Ricardo Miguel Ramos

Augusto B, Sunico

Berong Nickel Corporation

Carmen Copper Corporation

Metro Rail Transit CorporationMRT Development Corporation

Camarines Minerals, lnc.

Marsman Drysdale Travel lnc.Marsman Estate Plantation, lnc.

Boulevard Holdings, lnc.

Penta Capital Finance Corporation

Aquatlas , lnc.Berong Nickel Corporation

Alakor Securities Corporation*

Data Edge Corporation

Forewords, lnc.

Gift Gate, lnc.

Alakor Corporation

Alakor Securities Corporation*

Shang Properties, lnc.*

TMM Management, lnc.Vulcan lndustrial & Mining Corporation*Vulcan Materials Corp.

MD Davao Agri-Ventures, lnc.

MD Rio Vista Agri-Ventures lnc.MD Real Estate Corporation

North Triangle Depot Commercial Corporation

The Philodrill Corporation*

Carmen Copper Corporation

Crossings Department Store

Vulcan lndustrial & Mining Corporation*Zenith Holdings Corporation.

Zenith Holdings Corporation.

NBS Book Express , lnc.

NBS Foundation,lnc.

Marian Security Agency, lnc.

Penta Capital Finance Corporation

Marsman-Drysdale Agribusiness Holdings MD lsalon Organic Banana Agri-Ventures, lnc,Marsman-Drysdale Foundation, lnc. ; MD Nabunturan Agri-Ventures, lnc.Marsman Drysdale Medical Products, lnc. : MD Panabo Agri-Ventures, lnc.

Alip River Dev't. & Export Corporation RCBC Capital Corporation+Diamond Star Agro Products, lnc. Transnational Diversified Group, lnc.Anglo Philippine Holdings Corporation* MRT Development Corporation

Penta Capital lnvestment Corporation* I Vulcan lndustrial & Mining Corporation*MRT Holdings, lnc.

N.A.

Alakor Corporation

Alakor Securities Corporationt

Anglo Philippine Holdings

Corporation+The Philodrill Corporation*

Atlas Consolidqtgd Miljng Q Dev't. Colp.*Alakor Corporation i Anglo Philippine Holdings Corporation+Atlas Consolidated Mining & Dev't. Corp.+ Crossings Department Store

Anglo Philippine Holdings Corporation* i Penta Capital lnvestment Corporation*Cacho Hermanos, lnc. The Philodrill Corporation*Carmelo & Bauermann Printing Corp. r Manuel L, Quezon University

*Reporting Companies

Resignation or Declination to Stand for Re-election of a Director. Since the Company's lastannual meeting of stockholders held on September 28,2012, none of the directors electedtherein by the stockholders has resigned or declined to stand for re-election to the Board ofDirectors.

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Significant Employees. Other than the above named directors and executive officers, theCompany has not engaged the services of any person who is expected to make significantcontributions to the business of the Company. The business of the Company is not dependenton certain key personnel and there are no arrangements to assure that certain personnel willremain with the registrant and not compete upon termination.

Family Relationships. The following are the family relationships among officers and directors:Mr. Gerard Anton S. Ramos and Mr. Adrian Paulino S. Ramos are the sons of Mr. Alfredo C.Ramos, Chairman of the Board & President and are the nephews of Atty. Augusto B. Sunico,Director of the Company. Atty. Augusto B. Sunico is a brother in law of Mr. Alfredo C. Ramos.Mr. Ricardo Miguel S. Ramos is a nephew of Mr. Alfredo C. Ramos.

lnvolvement in Certain Legal Proceedings. The Company is not aware of any adverse events orlegal proceedings of the nature required to be disclosed under Part lV, paragraph (A), (a) of SRCRule 1.2, Annex C with respect to directors and executive officers during the past five (5) yearsthat are material to the evaluation of the ability or integrity of the directors or executiveoff ice rs.

Item 10. Executive Compensation

The aggregate compensation paid or incurred for the Company's Chief Executive Officer andfour (4) most highly compensated executive officers and employees named below as a group forthe two (2) most recently completed years (201,2 and 2011) and the ensuing fiscal year (2013)are as follows:

Name

Alfredo C. RamosGerard AntonRamos

Gilbert Rabago

lris-Marie Carpio-DuqueCarlos E. Aspillera

Gloria A. GeronaJosephine S.BernardoAtty. Roberto SanJose/Delfin P.AngcaoTotal (Top 5 Executives)

Position

Chai rman/President/CEOVice-President

Finance and AdminManagerLegal and ComplianceOfficerDirector/Consu lta nt*

Financial Controller+Finance & Accounting *

ManagerCorporate Secreta ry/Asst.Corporate Secretary

Year Salary

P5.2 millionP5.4 million

OtherAnnual

Compensation

Bonus

20LT20L2

24

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Total (All Executives & Directors)I 2013 (Est.),, 20LL' 20L2, 2013 (Est)

P6.5 million,

P5.3 million I,tP5.4 millionP6.5 million

: PercentCitizenship No. of shares held of Class

Filipino 84,325,708,842 32.27

Filipino 57,000,000,000 21,81

Filipino 53,884,138,981 20.62

Filioino/29,206,993,1.50 11,19

l-orergn

0

0

0

0

0

0

0

0

Note: *resigned executives effective 2012 ond 2071, however their salories ond seporotion benefits ore included in the obove figuresfor comporotive presentotion purposes.

For the most recently completed fiscal year and the ensuing fiscal year, directors received andwill receive a per diem of P5,000.00 per board meeting to defray their expenses in attendingboard meetings. There are no other arrangements for compensation of directors, as such,during the last fiscal year and for the ensuing fiscal year.

The Company maintains standard employment and consultancy contracts with the aboveofficers, all of which provide for their respective compensation and benefits. Other than what is

provided under applicable labor laws, there are no compensatory plans or arrangements withexecutive officers entitling them to receive more than P2.5 million as a result of theirresignation, retirement or any other termination of employment, or from a change in control ofthe Company, or a change in the executive officers' responsibilities following a change in controlof the Company.

The Company has not granted any bonus and other compensation to directors and executiveofficers since 1994 except for the mandatory 13th month pay, which is already included in theamounts shown in the above table. There are no warrants or options outstanding in favor ofdirectors and officers of the Company other than the item discussed under stock option planabove.

Item 11. Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Record and Beneficial Owners. As of March 3'J,,2013 the Companyknows of no one who beneficially owns in excess of 5% of the Company's common and preferredstocks except as set forth in the table below:

Name of beneficialTitle of Name, Address of Record Owner owner and relationshipClass with lssuer with record owner

. e lnc. t''o''l: lpha Centrum, National Book Storecommon , 'Mandaluyonglnc.

, Anglo Phil. Holdings iorp. '''o'". ----.- : 5'" Floor, Quad Alpha Centrum,Lommon 125 Pioneer St., MandaluyongCity (Stockholder)

Alakor Corporation r''o''r

Anglo Phil. Holdings

Corp.

9th Floor, Quad Alpha Centrum,Lommon 125 Pioneer st., Mandaluyong Alakor corporation, City (Stockholder): PCD Nominee Corporationr"'

GlF, MSE Bldg., 6767 Ayala VariousLommon Avenue, Makati City (No please see Note 4relationship with issuer)

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Common Roberto V. 5an Josecommon ' D.lfin P. Angcao

17,600,000 FilipinoFilipino

0.010.00

As of March 3L,201,3, the aggregate number of shares owned by the Company's directors andexecutive officers is 547,923,850 shares or approximately O.2I% of the Company's outstandingcommon stock. Except for shares appearing on record in the names of the directors and officersabove, the Company is not aware of any shares, which said persons, may have the right toacquire beneficial ownership.

Voting Trust Holders of 5% or More. To the extent known to the Company, there are no votingtrust holders of 5% or more of the Company's stocks.

Changes in Control. No change in control of the Company has occurred since the beginning ofits last fiscal year. The Company has no knowledge of any existing arrangements that may resultin a change in

controlof the Company.

Item 12. Certain Relationships and Related Transactions

The Company, on a regular basis secures loans and advances from its related parties (i.e.companies with shareholders common with the Company) to fund its capital expenditure andworking capital requirements. The loans and advances are covered by promissory notes subjectto roll over every ninety (90) days with interests at 24% per annum. lnterest rates aredetermined on arm's length basis and are based on terms similar to those offered to otherrelated and non-related parties by the creditor-related companies. These loans and advances,inclusive of accrued interests, guaranty fees and other liabilities to related companies in theamount of P2.2 billion were converted to common shares of stock of the Company in July 2008

as part of the capital restructuring program approved by the SEC on July 24, 2008. OnSeptember 20,2011, the Company entered into a loan agreement with Alakor Corporation, acompany under common control, to finance the Company's cost of conducting feasibility studyon the Longos Gold Project and provides for its general working capital requirements. The loanamounts to P250.0 million with 10% interest per annum due 36 months after draw down date.As of December 3t,zOtI, initial drawdown amounted to P120.0 million. The loan agreementgives the following rights to Alakor Corporation: (i) Option to convert, at any time after theearliest draw down date, all amounts outstanding under the loan into equity of the Company atthe price of P0.018 per share. (ii) Subscribe to no more than 2,700,000 shares of the Company atP0.018 per share within five years from the execution of the loan documents. As of December31,,2012, no additional funds have been drawn.

The identities of the related parties, the nature of the relationships, amounts and details of thetransactions are disclosed on Note 11 of the Company's zOtZ Audited FinancialStatements.

There are no on-going contractual or other commitments as a result of the loans and advancesobtained from related companies otherthan the payment of the loans and advances, interests,conversion of the same to equity and other rights as mentioned above.

During the last two (2) years, there were no other transactions involving the Company in which

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any of its directors or executive officers, any nominee for election as director, or security holderowning L0% or more of the Company's total outstanding shares and members of theirimmediate family had a material interest.

There were no transactions with parties that fall outside the definition of "related parties"under SFAS/IAS No. 24.

Parent of the Company. No person or entity holds more than 50% of the Company's votingsecurities; consequently the Company has no parent company.

Transaction with Promoters. There are no transactions with promoters within the past five (5)years.

PART IV . EXHIBITS AND SCHEDULES

Item 13. Exhibits and Reports on SEC Form 17-C

a. Exhibits - See accompanying lndex to Exhibits (pages 30 and 31)

b. Reports on SEC Form 17-C - Reports on SEC Form t7-C filed during the year of 2OI2 areas follows:

Date

December 27,2OL2

November L3,2012

October 29,20L2

October 04,20t2

September 28,2OL2

August 02,2OL2

May 09, 20L2

March 28,ZOLZ

Particulars

Response to the Findings and Comments on the audited financialstatements of UPMC as of and for the year ended December 31,201.1

Certification of Qualifications of lndependent Director - Mr. CarlosDominguez.Certification of Qualifications of lndependent Director - Mr. CarlosDominguez and Mr. Peter HagerReport on compliance with the SEC Memorandum re: guidelinesfor the Assessment of the Performance of Audit CommitteesDisclosure of the Results of the Annual Stockholders Meeting andOrganizational Board Meeting of the CompanyResults of the special meeting of the Board of Directors: acceptedthe resignation of Mr. Carlos Aspillera as Director, Mr. GilbertRabago was

appointed(a) Finance

andAdministrative Manager

: and (b) Corporate lnformation Officer (ClO) Alternate of UPMC asreplacement of Ms. Josephine Bernardo who has resigned; andAtty. lris Marie Carpio-Duque was appointed as (a) ComplianceOfficer as replacement of Mr, Carlos Aspillera and (b) as an

i additional CIO Alternate of UPMCI ns approved by the Board of Directors the Annual Stockholdersi Meeting the Annual Stockholders' Meeting was rescheduled toi Septemb er 28,20L2, Record date on July 30,2Ot2I ns .pproved by the Board of Directors the Annual Stockholders: Meeting was scheduled on August 10, 20t2, Record date 26


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: June8, 2012 and nomination of external auditor.

February L3,2OLZ Annual Verification from Mines and Geosciences Bureau.January 27,20'J.2 Certification on Attendance of members of Board of Directors for

year 20LLJanuary 20,201,2 Certification on Compliance with Manual on Corporate

Governance

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SIGNATURES

Pursuant to the requirements of Section t7 of the Code and Section 141 of the CorporationCode, this report is signed on behalf of the issuer bythe undersigned, thereunto duly authorized,in the City of Mandaluyong on April 25,2013.

ALFREDO C. RAMOS t /.Pri ncipa I Executive oftice/ 12,

GILBE AGOPrincip tial &Accounting Officer

SUBSCRIBED AND SWORN to before me thi f June 2013 affiant (s) exhibiting to metheir Community Tax Certificates, as follows:

Names

Alfredo C. RamosGerard Anton S. Ramos

Gilbert V. Rabago

' Delfin P. Angcao

Doc no.Page no.Book no.Series of 201-3

Community Tax No.,

05099825

os0se828 i01187s8e I

I

10587019

Date of lssue0L-03-201301-03-2013

01-04-2013

02-01-201_3

Place of lssueManila

Manila

Mandaluyong

Makati

e)lf,rv rntsl

NflTARY FTN{It.TITY fiF TAi(DALUYNNFApPT, NIl. O:7 7 4-i7ltiltTIL IJE(:Ei\'iLrER 3l'2013

ouAD f,LPHli Cri{IR'Ji'i, 125 PtitillErR 5I.MANDALU Y I]NG CITY I55O

P T R N 0. I ('' 8 0 B 3 I / lt, A N D A L tl Y AilFt t:tT v / 2- 12 - lil Bp NIL7?4 *

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UNITED PARAGON MINING CORPORATIONSupplementary Schedules

December 3L,2OL2

Schedule A. Financial Assets (Not Applicablel

Name of lssuing entityand association of

each issue

number of shares orprincipal amount of

bonds and notes

Valued based on theamount shown in market quotation at income receivedth balance sheet end of reporting and accrued

period

Schedule B. Amounts Receivable from Directon, Officen, Employees,Related parties and Principal Stockholden lOther than Relatedl Parties (Not Applicablel

Name and Desienation of Balance at Amounts Amountsoebtoi Beginningof Additons coilected written off current Notcurrent

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