Dexter Tiu’s Pure Energy Group is undertaking a ₱99.7 million mandatory tender offer to acquire all the shares of Coal Asia Holdings Inc. held by minority shareholders after buying 71.6 percent of the company from its principal owners.

A Share Purchase Agreement was signed among Coal Asia’s shareholders, Pure Energy Holdings Corp., Pure Water Corp. (PWC), and Quadwater Corp. (QWC) for the sale and purchase of 28.67 billion common shares of the Company, representing 71.68 percent of Coal Asia’s total issued and outstanding capital stock.

After this, PWC and QWC have made a tender offer to acquire up to 11.33 billion of the company’s common shares, constituting up to 28.32 percent of its total issued and outstanding capital stock at ₱0.0088 per share, which is approximately a 14.2 percent premium over the ₱0.0077 per share acquisition price.

In a previous disclosure to the Philippine Stock Exchange, Coal Asia said its stockholders Dexter Y. Tiu, Eric Peter Y. Roxas, Gertim G. Chuahiong, Alexander Y. Tiu, and John L. Capinpin (the Selling Shareholders) have entered into a Share Purchase Agreement with the Pure Energy Group.

Under the agreement, Pure Energy Holdings Corp. (PEHC) acquired 4.99 billion Coal Asia shares, representing 12.48 percent of the company’s issued and outstanding capital stock.

PWC acquired 11.84 billion Coal Asia shares, representing 29.60 percent of the issued and outstanding capital stock, while QWC also acquired 11.84 billion shares, likewise representing 29.60 percent of the issued and outstanding capital stock.

The Selling Shareholders currently expect to finalize this transaction before year-end 2025, subject to the satisfaction of various pre-completion conditions, including, but not limited to, the fulfillment of any mandatory tender offer requirement by the Buyers to the shareholders of Coal Asia.

Coal Asia is the holding company of Titan Mining and Energy Corporation (TMEC), which is engaged in the operations of coal mining and energy-related business.

TMEC currently owns Coal Operating Contracts (COCs) in Davao Oriental and Zamboanga Sibugay. In 2016, preliminary mine development activities commenced at the Davao Oriental project, although TMEC is still awaiting the conversion of the COC from exploration to development and production.

TMEC submitted a five-year work program with a feasibility study for the Zamboanga Sibugay project to the Department of Energy (DOE) in August 2016.

On January 22, 2025, the DOE terminated TMEC's COC No. 166 for failing to submit complete requirements for conversion from Exploration to Development and Production Phase, requiring TMEC to vacate and restore the contract area.

Separately, the Company received DOE approval to convert COC No. 159 to the Development and Production Phase, subject to obtaining either a Certificate of Precondition or Certificate of Non-Overlap from the National Commission on Indigenous Peoples.