United Paragon Mining Corp., the gold producer controlled by the Ramos family, agreed to a debt-to-equity conversion that will hand a 13.3 percent stake to the Marsman Drysdale Group as the miner seeks to clean up its balance sheet despite nearly two decades of suspended operations.

The company’s board of directors approved the transaction with creditor Camarines Minerals Inc., a member of the Marsman Drysdale Group, according to a regulatory filing. The move follows a mandate from stockholders on Nov. 25, which authorized the conversion of as much as ₱881.85 million in corporate liabilities into equity.

United Paragon’s debt to Camarines Minerals stems from unpaid royalties and accrued compounded interest under an existing operating agreement. Total accrued debt credits amounted to ₱638.89 million before the settlement terms were finalized.

Under the agreement, United Paragon paid ₱35.03 million in cash to partially settle the obligations, reducing the outstanding nominal debt to ₱603.86 million.

Of that remaining balance, Camarines Minerals agreed to convert ₱400 million into United Paragon common shares at a price of ₱0.01 per share. The transaction involves the issuance of 40 billion common shares from the company’s unissued authorized capital stock.

Before the conversion was finalized, Camarines Minerals assigned the debt to two affiliates, Oro Mina Holdings Inc. and Golden Lotus Holding Corp. These entities will receive the shares and assume the residual debt obligations United Paragon still owes to the Marsman Drysdale unit.

The financial restructuring comes as United Paragon’s primary asset, the Longos Mine in Paracale, Camarines Norte, remains dormant. The company operated an open-pit mine at the site from 1988 to 1994 before transitioning to underground operations.

However, the mine was placed under care and maintenance in December 1998, a casualty of depleted economic reserves, high overhead costs, and a slump in global metal prices.

While the company briefly pursued exploration and confirmation drilling after suspending operations, it halted all drilling activities in late 2003.

United Paragon reported no gold or silver recovery for 2024, 2023, or 2022, as its milling and mining facilities remain offline. The entry of the Marsman Drysdale Group into the shareholder roster marks a significant shift in the capital structure for the long-stalled producer as it manages its legacy liabilities.