Sec Form 12-1 Registration Statement With Prospectus PDF

SECURITIES AND EXCHANGE COMMISSION
SEC FORM 12-1, AS AMENDED

REGISTRATION STATEMENT UNDER THE SECURITIES
REGULATION CODE
1. SEC Identification Number .......12942

2. MARCVENTURES HOLDINGS INC.
Exact name of registrant as specified in its charter
3.
Philippines
Province, country or other jurisdiction
of incorporation or organization
4. 000-000-104-320
BIR Tax Identification Number
5. Holding company
General character of business of registrant.
6. Industry Classification Code:
SEC Use Only)
7. 16th Floor Citibank Tower, 8741 Paseo de Roxas,

Makati City, Metro Manila
TELEFAX NO. (632) 836-8609
Address, including postal code, telephone number, FAX number
including area code, of registrant's principal offices
8. ..........................................................................................
If registrant is not resident in the Philippines, or its principal business is
outside the Philippines, state name and address including postal code,
telephone number and FAX number, including area code, and email
address of resident agent in the Philippines.
9. Fiscal Year Ending Date (Month and Day) : December 31
Draft Prospectus as of 29 February 2012
Computation of Registration Fee
Title of each class

of securities to be
registered
Amount to be
registered
Conversion Price
per Share
Aggregate
Conversion Price
Amount of
registration fee
1. Common shares
underlying
the
convertible loan
68,090,909
Maximum
number of
common shares
underlying the
convertible loan
Php 2.20 per share
Php 149,800,000.00
2. Warrants to be
issued at no cost
upon
the
conversion
to
shares of all or a
portion of the
convertible loan.
17,022,727
warrants
Warrants are free,

but shall only be
issued upon
conversion of all
or a portion of the
convertible loan.
Warrants are free,

but shall only be
issued upon
conversion of all or
a portion of the
convertible loan.
Basic: Php 50,000.00

(In case of warrants
which have no issue
value, the filing fee
shall be Php 50,000)
3. Common shares
underlying
the
Warrants
17,022,727
common shares
underlying the
warrants
Php 2.20 per share
Php 37,449,999.40
Basic: Php 37,449.99
Basic: Php 149,800.00

(For not more than Php
500 million, 0.10% of
the maximum
aggregate price of the
securities to be offered)
Total (Basic):
Php 237,299.99
Add 1%LRF:
Php 2,372.99
-----------------------------Total: Php 239,622.499
===========
Registration Statements filed pursuant to Section 12 of the Code shall be accompanied by a fee as follows:
Maximum aggregate price of securities to be
offered
Amount of filing fee
Not more than P500 Million
0.10% of the maximum aggregate price of the

securities to be offered
More than P500 Million but not more than P750

Million
P500,000 plus 0.075% of the excess over P500

Million
More than P750 Million but not more than P1

Billion
P687,500 plus 0.05% of the excess over P750 Million
More than P1 Billion
P812,500 plus 0.025% of the excess over P1 Billion
In the case of warrants which have no issue value, the filing fee shall be P50,000.
A legal research fee of 1% of the filing fee paid for filings made pursuant to SRC Rule 8.1
shall also be paid at the time of the filing.
MARCVENTURES HOLDINGS INC.

(Incorporated under the laws of the Republic of the Philippines)
Up to 85,113,636 Common Shares (consisting of 68,090,909 common shares underlying the

Convertible Loan, and 17,022,727 common shares underlying the Warrants)
with a Par Value of P1.00 per Share
to be issued at the price of Php 2.20 per Share
to be Traded at the
Philippine Stock Exchange
and
Up to 17,022,727 Warrants to be issued free of charge

and not traded on the Philippine Stock Exchange
The date of this Prospectus is
29 February 2012
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED THESE

SECURITIES OR DETERMINED IF THIS PROSPECTUS IS ACCURATE OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE AND SHOULD
BE REPORTED IMMEDIATELY TO THE SECURITIES AND EXCHANGE COMMISSION.
KEY INFORMATION RELATED TO THE SUBSCRIPTION

Number of common shares underlying the 68,090,909 common shares
Convertible Loan Series II:
Number of common shares underlying the 17,022,727 common shares
Warrants:
Total number of outstanding shares:
1,721,460,874 common shares
Total number of shares outstanding upon full 1,806,574,510 common shares

conversion to shares of the Convertible Loan
Series II and exercise of all the Warrants:
Conversion Price for the underlying common Php 2.20
shares of the Convertible Loan Series II:
Exercise Price for the Warrants:
Php 2.20
Total proceeds raised upon the full Php 187,249,999.2

conversion to shares of the Convertible Loan
Series II and exercise of all the Warrants:
Brief description of use of proceeds
The proceeds of the Convertible Loan Series

II were used to further develop the nickel
mining property of the Company and for
operating expenses. Please see breakdown in
page 19 of this Prospectus.
Dividend policy:
The declaration of cash, stock or property

dividends shall depend on the availability of
unrestricted retained earnings. There is no
policy setting aside a certain percentage of
unrestricted retained earnings for purposes of
dividend declarations.
Address and telephone number of the 16th Floor Citibank Tower, 8741 Paseo de
Companys principal office
Roxas, Makati City, Metro Manila
Telefax No. (632) 836-8609
TABLE OF CONTENTS
SUMMARY .............................................................................................................................. 8
DEFINITIONS AND INTERPRETATION ............................................................................ 11
TERMS OF THE CONVERTIBLE LOAN, CONVERSION SHARES,
WARRANTS, AND WARRANT SHARES .......................................................................... 13
RISK FACTORS AND OTHER INFORMATION ................................................................ 14
USE OF PROCEEDS .............................................................................................................. 18
DETERMINATION OF CONVERSION PRICE AND EXERCISE PRICE ......................... 20
DILUTION .............................................................................................................................. 21
PLAN OF DISTRIBUTION.................................................................................................... 22
DESCRIPTION OF SECURITIES TO BE REGISTERED.................................................... 22
INFORMATION WITH RESPECT TO REGISTRANT ....................................................... 25
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION ........................................................................................ 38
INFORMATION ON INDEPENDENT ACCOUNTANT AND OTHER RELATED
MATTERS .............................................................................................................................. 44
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.............................. 45
FINANCIAL INFORMATION............................................................................................... 50
INDEX TO EXHIBITS ........................................................................................................... 52
MARCVENTURES HOLDINGS INC.

(A corporation organized and existing under Philippine laws.)
Up to 85,113,636 Common Shares with
a par value of Php 1.00 per Share and
to be issued at the price of Php 2.20 per Share
This Prospectus relates to up to 85,113,636 Common Shares (New Common Shares) with a
par value of Php1.00 each Share, to be issued by Marcventure Holdings Inc. (Issuer or the
Company or Marcventures) at a price of Php 2.20 per Share in favor of the Lenders
according to the terms of the Convertible Loan Series II, and 17,022,727 Warrants. The New
Common Shares consists of 68,090,909 common shares (the Conversion Shares)
underlying the Convertible Loan Series II, and 17,022,727 common shares (the Warrant
Shares) underlying the Warrants.
All of the New Common Shares shall have identical rights and privileges as the issued and
outstanding Common Shares of the Company.
Unless otherwise stated, the information contained in this Prospectus is accurate as of the date
hereof, and has been supplied by the Issuer who accepts full and sole responsibility for the
accuracy of the information, and confirms having made all reasonable and diligent inquiries
that, to the best of its knowledge and belief, there are no material facts the omission of which
would make any statement in the Prospectus misleading in any material respect. Neither the
delivery of the Prospectus nor any sale made hereunder shall, under any circumstances, create
any false impression that the information contained herein is correct as of any time
subsequent to the date hereof, or that there has been no change in the affairs of the Company
since such date. The Issuer warrants that it has exercised due diligence in ascertaining that (i)
all material representations contained in this Prospectus, its amendments or supplements, as
supplied by its duly authorized corporate officers, consultants, members of the Board of
Directors and shareholders, are, to the best of its knowledge and belief, true and correct, and
(ii) no material information necessary in order to make the statements contained in this
Prospectus not misleading, has been omitted.
No dealer, salesman or other person has been authorized by the Company to issue any
advertisement or to give any information or make any representations not contained in this
Prospectus and, if issued, given or made, such advertisements, information or representations
must not be relied upon as having been authorized by the Company.
This Prospectus does not constitute an offer or a solicitation by anyone in any jurisdiction in
which the issuance of the New Common Shares is not authorized or to any person to whom it
is unlawful to make such Subscription.
The Company has filed a Registration Statement and a copy of this Prospectus with the
Securities and Exchange Commission (SEC) in accordance with the Securities Regulation
Code. On ____________, the SEC issued an Order approving the Companys Registration
Statement and a Certificate of Permit to Offer Securities (the Permit to Sell) covering the
New Common Shares.
Application has been made to list on the Philippine Stock Exchange, Inc. (the Exchange or
the PSE) all the New Common Shares. Approval of the listing application will be made
only upon compliance by the Company with the requirements for listing. The New Common
Shares will be listed after such shares have been subscribed and fully paid in accordance with
the terms and conditions of the Convertible Loan Series II and the SEC and PSE have been
duly notified of such. The PSE assumes no responsibility for the correctness of any of the
statements made or opinion or reports expressed in this Prospectus. The PSE makes no
representation as to its completeness and expressly disclaims any liability whatsoever for any
loss arising from or in reliance upon the whole or any part of the contents of this Prospectus.
The listing of the New Common Shares is subject to the approval of the SEC and PSE. Such
approval for listing is merely permissive and does not constitute a recommendation or
endorsement of the New Common Shares by the SEC or PSE.
A registration statement relating to these securities has been filed with the
Securities and Exchange Commission but has not yet been declared effective. No
offer to buy the securities can be accepted and no part of the purchase price can be
accepted or received until the registration statement has become effective, and any
such offer maybe withdrawn or revoked, without obligation of commitment of any
kind, at any time prior to notice of its acceptance given after the effective date. An
indication of interest in response hereto involves no obligation or commitment of
any kind. This prospectus shall not constitute an offer to sell or the solicitation of
an offer to buy.
SUMMARY
The following information is qualified in its entirety by, and is subject to, the more detailed
information and financial statements contained elsewhere in this Prospectus.
The Company
The Company was incorporated and registered with the Securities and Exchange Commission
(SEC) on August 7, 1957. In 1997, the stockholders and the SEC approved the extension of
the Companys term of existence for another 50 years or until August 7, 2057.
Its primary purpose is to acquire by purchase, exchange, assignment, gift or otherwise, and to
hold, own and use for investment or otherwise, and to sell, assign, transfer, exchange, lease,
let, develop, mortgage, pledge, traffic, deal in, and with, and otherwise operate, manage,
enjoy and dispose of, any and all properties of every kind and description and wherever
situated, including land as and to the extent permitted by law, including but not limited to,
buildings, tenements, warehouses, factories, edifices and structures and other improvements
and bonds, debentures, promissory notes, shares of stock, or other securities or obligations,
created, negotiated or issued by any corporation, association or other entity, foreign or
domestic and while the owner, holder or possessors thereof, to exercise all rights, powers and
privileges of ownership or any other interest therein, including the right to receive, collect and
dispose of, any and all rentals, dividends, interest and income derived therefrom, and the right
to vote on any proprietary or other interest, on any shares of the capital stock, and upon any
bonds, debentures or other securities having voting power, so owned or held; and provided it
shall not engage in the business of an open-end or close-end investment company as defined
in the Investment Company Act (Republic Act 2629), or act as a securities broker or dealer.
On December 15, 2009, the Company entered into a Memorandum of Agreement (MOA)
between the shareholders of Marcventures Mining and Development Corporation (MMDC)
and their partners to exchange their ownership of MMDC for a total value of P
=1.3 billion
consisting of: (i) new Company shares worth P
=100 million representing the full payment of
the balance for the subscription to the increase in authorized capital stock; (ii) additional
Company shares worth P
=1.15 billion to be issued from the authorized capital stock as
increased, and the new par value of the Company after its corporate restructuring; and (iii)
448 membership certificates of The Metropolitan Club, Inc. (Metroclub Certificates) with an
agreed net value of P
=50 million together with the Companys rights, obligation and interests.
During the annual stockholders meeting held on February 10, 2010, the Companys
stockholders approved the acquisition of 100% ownership of MMDC. In relation to the
MMDC acquisition, the stockholders approved the following specific transactions: (i) the
subscription by the MMDC shareholders, or their nominees or designees, to 450.0 million
shares at the new par value of Php 0.01 per share or total par value of Php 45.0 billion out of
the increase in authorized capital stock of Php 1.8 billion, of which the amount of Php 350.0
million will be paid in cash, and the balance of Php 100.0 million to be payable upon SEC
approval of the increase by way of assignment of 153,846 MMDC shares; (ii) the subscription
by the MMDC shareholders, or their nominees or designees, to an additional 115.0 billion
shares at a par value of Php 0.01 per share from the authorized capital stock, as increased, in
consideration for the assignment of 1,769,231 MMDC shares at an agreed value of Php 1.15
billion; and (iii) the approval and ratification of the assignment of the 488 Metroclub
membership certificates together with all rights and obligations under AJOs contract with
Philtown, including the assumption by the assignee of AJOs liabilities to Philtown in the
amount of Php 17.5 million, in consideration for the assignment and transfer of 76,923
MMDC shares at an agreed value of Php 50.0 million.
On March 30, 2010, the SEC approved the change in corporate name from AJO.net
Holdings, Inc. to Marcventures Holdings, Inc., and the amendment of the Companys
primary purpose to include land ownership. The SEC also approved the equity restructuring
of the Company by way of: (i) the decrease of the authorized capital stock from
P2,000,000,000.00 divided into 20,000,000,000 common shares to P200,000,000.00 divided
into 20,000,000,000 common shares through the reduction of the par value of the common
shares from P0.10 to P0.01; followed by (ii) the increase of the authorized capital stock from
P200,000,000.00 divided into 20,000,000,000 common shares to P2,000,000,000.00 divided
into 200,000,000,000 common shares.
On September 6, 2010, the SEC issued the Confirmation of Valuation for the issuance of
115,000,000 new common shares in consideration of the assignment of 1,769,231 MMDC
shares. The SEC also approved the full payment of 101,000,000 shares subscribed by Mr.
Mario G. Vijungco to the increase in authorized capital stock (dated March 30, 2010) by way
of assignment of 153,846 MMDC shares.
On September 30, 2010, the SEC approved the change in par value of the shares from Php
0.01 to Php 1.00 per share.
On July 21, 2011, the SEC approved the registration of up to 56,818,181 common shares of
the Company with par value of 1.00 each Share at a price of Php 2.20 per Share in relation to
a Convertible Loan entered by the Company in favor of certain lenders of the Company. On
July 27, 2011, the Exchange approved the application of the Company to list an additional
1,307,818,181 common shares with a par value of Php 1.00 per share.
The Companys registered office is located the 16th Floor Citibank Tower, 8741 Paseo de
Roxas, Makati City, Metro Manila
Risks of Investing
The Subscription carries with it the usual risks accompanying a Philippine equity investment
due among other things to:
Political and Economic Conditions

Exploration, Development and Operations Risk
Risks in the Estimation of Ore Reserves and Mineral Resources
Volatility of Commodity Prices
Continuity of Demand
Risks in Government Regulation
Risks in Environmental Regulation
Exchange Rate Risk
Weather
Potential Market Volatility and Limited Liquidity
Being a New Mining Company with no history of profitable operations.
Risk Due to Litigation
For a more detailed discussion of these risks, please see Risk Factors and Other Information
on page 15.
Financial Summary
The following table sets out selected financial information of the Company for the years
indicated.
In Php
Income Statement
Revenues
Production Cost
Operating Expenses
Other Income (Charges)
Net
Net Income (Loss)
Deficit at Beginning of
Period
Net Unrealized loss on
available for sale
securities
Effect of quasi
re-organization
Deficit at End of Period
Unaudited
Six Months
Ending
December 31
2011
Audited
Years Ended June 30
842,901,957
534,272,197
43,100,003
2011
256,419
46,943,000
2010
550,301
33,704,096
2009
11,672
4,484,142
1,822,674
267,352,432
(73,868,659)
(9,529,087)
(55,705,468)
(18,163,191)
(1,113,102)
193,483,773
(73,868,659)
441,097,236
( 18,163,191)
(444,439,223)
539,361,572
195,866,352
61,352,103
2,724,253
2,562,817,526
2,157,276,940
1,876,250,245
92,671,820
555,094,656
461,906,500
75,357,824
19,458,195
2,007,722,871
1,695,370,440
1,800,892,421
3,213,625
18,877,949
(2,367,974)
(14,188,191)
(6,84,444)
(444,439,223) (436,485,677)
Balance Sheet
Current Assets
Total Assets
Total Liabilities
Stockholders Equity
10
DEFINITIONS AND INTERPRETATION

Common Shares or Shares...
Company
Convertible Loan Series II
Conversion Shares
Conversion Price...
Conversion Option
Directors.
Exchange....
Exercise Price..
Issuer...
Marcventures.
MGB .
MGB RO .
MMDC .
MPSA ...
Net Asset Value.

Pesos or Php or P..
New Common Share/s.
Prospectus
The unclassified common shares of the

Company representing the authorized
capital, or when the context requires, the
Companys outstanding common stock
including the unissued Conversion
Shares and Warrant Shares.
Marcventures Holdings Inc.
Refers to the Companys loan in the
principal amount of Php 149,800,000
which may be converted into fully paid
shares of the Company.
Refers to 68,090,909 common shares
underlying the Convertible Loan Series
II
Php 2.20 per Conversion Share
option to convert all or a portion of the
Convertible Loan Series II into fully paid
shares of stock of the Company
The incumbent directors of the Company
Philippine Stock Exchange , Inc.
Php 2.20 per Warrant Share
Marcventures Holdings Inc.
Marcventures Holdings Inc. or the
Company, or the Issuer, or the
Registrant
refers to the Central Office of the Mines
and Geosciences Bureau
refers to the Regional Office of the
Mines and Geosciences Bureau
Marcventures Mining and Development
Corporation, a wholly-owned subsidiary
of the Company
Mineral Production Sharing Agreement;
a
mineral
agreement
wherein
Government shares in the production of
the contractor, whether in kind or in
value, as owner of the minerals. In
return, the contractor shall provide the
necessary
financing,
technology,
management, and personnel for the
mining project.
Generally represents the fair value of the
Companys assets less the current value
of the recorded liabilities.
Philippine Peso
Refers to the Conversion Shares and
Warrant Shares in the aggregate.
Information required to be submitted
together with the Registration Statement
Philippine Stock Exchange, Inc.
PSE or Exchange
11
Registration Statement...
SEC or Commission
Stock and Transfer Agent ...
Subsidiary .....
Warrants
Warrant Shares
12
Information required under the Securities

Regulation Code to be submitted to the
SEC for the registration of securities,
whicha re to be offered for sale, or sold
to the public.
Securities and Exchange Commission of
the Philippines
Banco de Oro Unibank
a company in which the Company owns,
directly or indirectly, at least a majority
of the outstanding capital stock;
Marcventures has one subsidiary,
Marcventures Mining and Development
Corporation
Refers to 17,022,727 warrants to
subscribe to an equivalent amount of
common shares under the terms and
conditions of the Convertible Loan
Series II
Refers to 17,022,727 common shares
underlying the Warrants
TERMS OF THE CONVERTIBLE LOAN, CONVERSION SHARES, WARRANTS,

AND WARRANT SHARES
Principal Amount:
Term: One (1) year drawn on the following dates: March 4, 2011; March 14, 2011;
and March 21, 2011.
Interest: 10% interest shall be computed on the outstanding balance of the loan from
date of drawdown, payable on maturity or upon exercise of the Conversion Option;
Conversion Option: The lenders shall have the option to convert all or a portion of
the loan into fully paid shares of stock of the Company (the Conversion Shares) at
any time prior to the maturity of the loan. The conversion price shall be at Php 2.20
per share.
Warrants: Upon converting all or a portion of the loan, a lender shall be entitled to a
warrant to subscribe to one (1) Warrant Share, for every four (4) Conversion Shares
at a price of Php 2.20 per share. The warrants are subject to a two (2) year exercise
period from issue date of the Warrant.
Prepayment: The Company has the option to prepay all or apportion of the loan at
any time, inclusive of any interest due at the time of prepayment. In case of
prepayment, a lender is given 15 calendar days from receipt of the Companys notice
of prepayment within which to exercise the Conversion Option.
Default: Incase of default, the lender shall be entitled to convert all or a portion of
the loan into fully paid and non-assessable shares of the common stock of the
Company at a price of Php 2.20 per share, or at the prevailing market price at the
Philippine Stock Exchange on the conversion date, whichever is lower.
Php 149,800,000.00
Upon issuance of all the Conversion Shares and Warrant Shares, the Company will have an
outstanding capital stock of 1,806,574,510 common shares.
Expected Timetable
The listing and trading of each New Common Share will take place upon full payment of the
Conversion Price or Exercise Price in the applicable case, provided all the requirements of the
SEC and PSE have been complied with.
13
RISK FACTORS AND OTHER INFORMATION

Prior to making an investment decision, interested investors may carefully consider, along
with other matters set out in this document, the following investment considerations or risk
factors, which are not intended to be exhaustive.
The price of securities can and does fluctuate, and any individual security may experience
upward or downward movements, and may even become valueless. There is an inherent risk
that losses may be incurred that profit made as a result of buying and selling securities. Past
performance is not a guide to future performance. There is an extra risk of losing money
when securities are bought from smaller companies. There may be a big difference between
buying price and the selling price of these securities. An investor deals in a range of
investments each of which may carry a different level of risk.
This risk disclosure does not purport to disclose all the risks and other significant aspects of
investing in these securities. The investor should undertake his own research and study on the
trading of securities before commencing any trading activity. He may request information on
the securities and issuer thereof from the Commission, which are available to the public.
Furthermore, an investor should seek professional advice if he or she is uncertain of, or has
not understood any aspect of, the securities to invest in or the nature of the risks involved in
the trading of the securities.
The following is a description of what the Company considers its key challenges and risks
presented in the order of their proximate effect on the Company.
Political and Economic Conditions
In general, the profitability of the Company depends to a large extent on the overall level of
business and economic activity in the country and the local government, which in turn is
affected by political and economic factors. Any political instability in the future may have a
negative effect on the mining operations of the Company.
There are numerous hazards and risks normally encountered in the exploration, development,
and production of nickel. These include and are not limited to unusual and hindering
geologic formations, erosion, unfavorable weather conditions, flooding and other occurrences
that may arise out of the drilling and removal of material. Any such occurrence may cause
damage to mines and other production facilities, which may result in environmental damage,
and legal liability.
The Company has started initial extraction activities already. Laboratory tests have been
completed and the main haul roads have been developed. The Company has taken the
necessary steps to maintain the roads and facilities to prevent damage and disturbance to the
mining operations.
The evaluation of the Companys ore reserves and mineral resources is established on the
results and estimates of several geological and exploration works as well as rigorous studies
conducted by competent geologists and mining engineers. Nonetheless, the reported figures
for ore reserves are only estimates and are therefore not precise calculations.
14
The Company believes that intensified and continuous in-fill drilling within the mining area
will increase the confidence in the stated ore reserves, as well as possibly increase ore reserve
estimates.

Significant declines in the price of nickel may render exploration, development, and
production activities uneconomical until the price recovers. Life-of-mine estimates may have
to be recalculated. Such conditions may result in a material and adverse effect on the financial
performance of the Company.
In order to mitigate such risk, the subsidiary has signed a contract for the sale of a portion of
its production with a commodity broker, while the balance will be sold on the spot market.
This will ensure revenues at a price that is pre-agreed and beneficial to both parties, while still
enabling the company to earn from any upside in the ore price.
Continuity of Demand
There is no assurance that there will be continuity in demand for the nickel ore extracted by
the Company. Importers and refiners may always choose to acquire nickel ore from other
sources, especially if the global demand for nickel significantly declines and results in a large
nickel market surplus.
In order to manage such risk, the Company has a two-tiered market - China is the primary
market for nickel laterite ore while Japan is the primary market for nickel saprolite ore.
Because of the significant volume of both ore types in the Marcventures property, the
company will have a two-tiered market. This is a unique opportunity for the company, as
most nickel mining companies do not have marketable saprolite ores and are thus limited to
the China market.
Risks in Government Regulation

Numerous permits and licenses from local and national government agencies are prerequisites
to the exploration, production, and exportation of nickel ore. There is no assurance that the
Company will regularly obtain and renew such permits and licenses. Failure to obtain the
necessary permits and licenses on a timely basis may lead to significant delays in operations.
The Company has obtained a Mineral Production sharing Agreement and an Environmental
Compliance Certificate from the government, as well as other local permits and licenses. The
Company continues to abide by all the terms and conditions for the granting of said permits
and licenses.
Risks in Environmental Regulation
Amendments in environmental regulation may require future approvals and permits in line
with MMDCs operations. Delay in compliance may result in curtailment of mine
exploration, development, or extraction.
The Company received its Environmental Compliance Certificate on December 2008. It
continues to meet all requirements under the ECC and intends to meet any changes in
regulation that may arise.
15
Exchange Rate Risk

There can be no assurance that: (a) the Peso will not be subject to continued appreciation or
volatility; (b) the current exchange rate policy will remain the same; (c) the Government will
act when necessary to stabilize the value of the Peso, or that any such action, if taken, will be
successful. Since the Company will earn its revenues in dollars, a significant depreciation in
the dollar may adversely affect the financial viability of mining operations.
The Company may possibly enter into forward contracts with banks in order to minimize
foreign exchange risks, if deemed beneficial in the long term.
Weather
Typhoons, continuous rains and floods can limit the operations and production capacity of
MMDCs mine, thus adversely affecting the Companys net income.
The proposed production schedule of the Company takes advantage of the dry season to
maximize ore extraction within period of eight (8) months.
Potential Market Volatility and Limited Liquidity
Although the New Common Shares will be listed in the Exchange, there can be no assurance
that a holder of such Shares will be able to dispose of such Shares in a timely manner. As a
result, a holder of such New Common Shares could be prevented from taking full advantage
of market gains during periods of share price increases and conversely, could be prevented
from fully realizing gains or limiting losses during periods of share price declines.
New Mining Company
Since the Company has only recently begun operating, it has not had any history of operating
profit from its mining activities. The Company also has many capital expenditure
requirements and expenses. However, the Companys officers and employees have a good
track record in the industry and have extensive professional experience in the mining of
nickel.
Risk Due to Litigation
The Company is not a party to any legal proceedings. It is not involved in any pending legal
proceedings with respect to any of its properties. It is also not involved in any claims or
lawsuits involving damages that may materially affect it or its subsidiaries.
The Companys wholly-owned subsidiary, MMDC, however, is involved in four (4) pending
issues. On November 10, 2010, a case was filed by Jaime Datu Dagsaan Bat-ao, Liquisa
Irrigators Association represented by Peter William Olan, Nagkahugpong Managatay Para sa
Kalambuan (NAGMAKAAYO) represented by Crisologo E. Aniono, Sr.; Lydia L. Lascano
and Nick Matthew Q. Irriberi, a minor represented by his father, Vicente Cirilo Irriberi,
before the Regional Trial Court, Branch 41, Cantilan, Surigao del Sur, docketed as Civil Case
No. 224. The said plaintiffs are seeking to stop the mining activities of MMDC but failed to
present their evidence and convince the court to stop the mining operations and extend the
seventy two (72) hours temporary environmental protection order, hence it expired. On May
26, 2011, however, the RTC issued an Order stating that the temporary environmental
protection order issued by the Court is still subsisting and effective until there is an order
16
lifting, revoking or dissolving the same. MMDC has filed a Motion for Reconsideration of the
above Order, which, to date, has not been resolved by the Court. As of February 25, 2012,
the date of hearing has not been set. MMDC has made verifications with the Court and the
Clerk of Court cannot give any date.]
The other three issues involve: (a) a Petition filed by Cantilan Irrigation System Federation of
Irrigators Association (CISFIA) Surigao del Sur Irrigators Federation Association (SURIF)
Cabcant Irrigators Association, Inc., Buyaan Irrigators Association, Inc., CarCanMadCarLan
Baywatch Foundation, Inc. (CBFI), Lovers of Nature Foundation, Inc. before the Office of
the Secretary, Department of Environment and Natural Resources, seeking the cancellation of
the MPSA of MMDC; (b) an Opposition filed by CISFIA before the National Water
Resources Board (NWRB) docketed as WPA No. XIII-SDS 2009-02-036 relative to the
application of MMDC for water rights. The said Opposition has nothing to do with the
present mining activities of MMDC. As of February 25, 2012, the application is still pending;
and (c) a Petition for a Writ of Kalikasan filed before the Supreme Court on May 29, 2011 by
Tribal Coalition of Mindanao [TRICOM], Inc. Daging Manobo Sectoral Tribal Council,
Urbiztondo Manobo-Mamanwa Sectoral Tribal Council, Kinalablaban Sectoral Tribal
Council, Cabangahan Tribal Community Manobo Tribe, Victoriano Vidal and Datu Willy
Daging against Taganito Mining Corporation, Platinum Group Metals Corp., Synergy Mining
Corp., Shenzhou Mining Group Corp. and MMDC seeking the issuance of a temporary
environmental protection order.
17
USE OF PROCEEDS
The proceeds of the Convertible Loan Series II of Php 149,800,000 was used to further
develop the nickel mining property of the Company and for operating expenses, specifically
as follows:
Purpose
Capital Expenditures
Working Capital
Amount
Php 75.23
Php 74.69
Total Php 149.92 million

Capital Expenditures
A total of more or less Php 75 million was
used to purchase the following equipment:
dump trucks, bulldozers, excavators
compactors, graders and wheel loaders
used for the operations of the mine,
specifically as follows:Equipment
25 Dump Trucks
24 Excavators
5 Bulldozers
3 Compactors
3 Graders
2 Wheel Loaders
The Company determined the costs of the equipment by soliciting quotations from various
suppliers before purchasing the said equipment. The above account was disbursed from the
period within 2011.
Working Capital
Around a total of Php 75 million was used for working capital of the Company, which include
salaries and wages, as well as fuel, broken down as follows:
Salaries & Wages
Fuel
Total
36,69 million
38.00 million
74.69 million
The above account was disbursed from the period within 2011.
Should all the 17,022,727 Warrants be exercised, the gross proceeds of Php 37,499,999.40 is
intended for the company's Exploration Program
Purpose
Exploration program
Amount
Php 37.5 million
Total Php 37.5 million
18
The Company plans to use the above Php 37.5 million for additional drilling since the mining
property has not yet been fully explored.
Based on the assumption that the Warrants will be exercised by the investors within the year
2013, the above proceeds will be disbursed within the same year. Since the option to exercise
the Warrants rests with the investor, the Company can only assume when it will be exercised
and when the necessary funds will be available for utilization.
In case the available funds are insufficient due to the exercise of less than all of the Warrants,
the Company may finance any shortfall by way of internally generated funds, loans or other
capital raising exercise.
In the event of any deviation or adjustment in the planned use of proceeds, the Company shall
inform the shareholders and the SEC in writing at least thirty (30) days before its
implementation.
None of the above proceeds will be used to discharge debt.
19
DETERMINATION OF CONVERSION PRICE AND EXERCISE PRICE
The Conversion Price shall be at Php 2.20 per share.

The exercise price for the Warrants at Php 2.20 per Warrant is the same as the Conversion
Price since it is intended to be an incentive for the lender to invest in the Company.
The Conversion Price was determined by the Board after reviewing the Companys trading
price and nickel prices during the period of preliminary discussions with prospective lenders
until the time that the Board approved the price, and considering that the last time the
Company issued new shares was in May 6, 2010 for a private placement of 50,000,000 shares
(par value Php 1.00 per share) at a price of Php 2.00 per share. It was determined that the
conversion/exercise price should not be lower than the last issue price of Php 2.00 as it would
be unfair to the private placement investors and considering that additional improvements in
the mining facilities had improved shareholder value.
Around September 2, 2010, when the Company began preliminary discussions with
prospective lenders on the appetite for the first convertible loan (Convertible Loan Series I),
the share price was Php 1.80. Around this time, the LME nickel price was less than USD
21,000 per ton from a high of USD 27,000 per ton in April 2010 and a low of USD18,000 in
June 2010. The volatility increased the market risk on the Companys shares so the
conversion price had to be finalized with an attractive premium over the immediately
preceding private placement price of Php 2.00 per share. On September 17, 2010, the
Company finalized the terms of the Convertible Loan and disclosed the conversion price of
Php 2.20 per share. On the same day, September 17, 2010, the share price had a high of Php
2.10 and a low of Php 1.80 per share. The highest share price of Php 2.70 per share was
reached on September 24, 2010 during intraday trading.
For the Convertible Loan Series II, the Company again considered the recent trading history
of the stock as well as the appetite of the prospective lenders. Given the success of the Series
I just six months prior, and considering that its share price for the previous month traded
below Php 2.20, the Company decided to issue Series II at the same conversion price as the
previous convertible loan. The share price traded at a range of Php 1.99 Php 2.06 per share
from February 21, 2011 to March 3, 2011.
20
DILUTION
The dilution to current Shareholders upon conversion of the convertible loan offering,
inclusive of the exercise of the warrants, will be 4.9%.
The net tangible book value of the Company prior to the Convertible Loan Series II
Offer is P1.695 billion or P0.98 per share. The net tangible book value per share of
the Company after the conversion of loan and stock warrant offer is P1.09. Net
tangible book value represents the amount of the Companys total assets less its total
liabilities. The Companys net tangible book value per share represents its net tangible
book value divided by the number of Common Shares outstanding.
After giving effect to the increase in the Companys total assets to reflect its receipt of
the net proceeds of the convertible loan amounting to P 149,800,000 (at P 2.20 Offer
Price per share) and the addition of a total of 85,113,636 new Common Shares subject
of the Offer, the Companys pro-forma net tangible book value would approximately
be P1.09 per share.
The calculation of the net tangible assets per share before and after the Offer is presented
below:
Net tangible assets as of June 30, 2011 (a)
Issued and outstanding Common Shares @ P 1.00/sh. prior to the Offer (b)
Net tangible assets per share prior to the Offer (c) 1
Offer Price (d)
Pro-Forma net tangible assets after the Offer2
Pro-Forma net tangible assets per Share after the Offer (e)
Increase per Share to Existing Shareholders attributable to the Offer 3
P 1,695,370,440
1,721,460,874
P0.98
P2.20
P1,882,620,440
P1.09
P0.11
Note:
1 Computed by dividing (a) by (b)
2 Based on the net tangible assets of the Company as of June 30, 2011 adjusted to reflect the net proceeds from the Offer and the subscriptions
receivable
3 Computed by subtracting (c) from (e)
)
21
PLAN OF DISTRIBUTION
The following lenders under the Convertible Loan Series II are entitled to subscribe to the
Conversion Shares and Warrant Shares indicated below:
Name of Lender
Asian Alliance Investment Corp.

Wealth Securities Inc.
United Coconut Planters Life
Assurance Corp.
Loan Amount
Number of
Shares at Php
2.20
Conversion
Price
Warrants
(one (1)
Warrant for
every four
(4) shares)
19,800,000.00
9,000,000
2,250,000
30,000,000.00
13,636,363.64
3,409,090.91
100,000,000.00
45,454,545.45
11,363,636.36
Total Loan Amount

149,800,000.00
Number of Shares Underlying the Convertible Loan
68,090,909
Series II
Number of Shares Underlying the Warrants
17,022,727
17,022,727
None of the lenders of the Company are considered related parties as defined in Article V,
Part A, Section 1 of the Revised Listing Rules of the Exchange. Asian Alliance Investment
Corporations (AAIC) President, Mr. Roberto Atendido is currently a Director of the
Company.
DESCRIPTION OF SECURITIES TO BE REGISTERED
This Prospectus relates to up to 85,113,636 New Common Shares with a par value of Php1.00
each Share, to be issued at a price of Php 2.20 per Share in favor of the Lenders according to
the terms of the Convertible Loan Series II, and 17,022,727 Warrants. The New Common
Shares consists of 68,090,909 Conversion Shares underlying the Convertible Loan Series II,
and 17,022,727 Warrant Shares underlying the Warrants.
All of the New Common Shares shall have identical rights and privileges as the issued and
outstanding Common Shares of the Company.
Share Capital of the Company

As of February 20, 2012, the authorized capital stock of the Company is Two Billion Pesos
(P 2,000,000,000.00), divided into Two Billion (2,000,000,000.00) common shares with a par
value of One Peso (P1.00) per share. The total issued, outstanding, and fully paid up capital
stock of the Company is One Billion Seven Hundred Twenty One Million Four Hundred
Sixty Thousand Eight Hundred Seventy Four (1,721,460,874) common shares. There are no
treasury shares
The Company has no preferred shares. All of the Companys Common Shares are listed and
may be traded in the PSE.
22
There is no provision in the Companys charter or by-laws that would delay, deter, or prevent
a change in control of the Company.
Pre-emptive Rights
According to Article VII of the the Companys Articles of Incorporation, no stockholder
shall, because of his ownership of stock, have a preemptive or other right to purchase,
subscribe for or take any part of any stock or of any other securities convertible into or
carrying options or warrant to purchase stock of the Company, whether out of its unissued
authorized capital stock or any future increases thereof. Any part of such stock or other
securities may at any time be issued, optioned for sale, and sold or disposed of by the
Company pursuant to resolution of its Board of Directors, to such persons and upon such
terms as such Board may deem proper, without first offering such stock or securities or any
part thereof to existing stockholders.
Voting Rights
At each meeting of the shareholders, every shareholder entitled to vote on a particular
question or matter is entitled to one vote for each share of stock standing in his name in the
books of the Company at the time of closing of the transfer books for such meeting. However,
that in case of the election of directors, every shareholder shall be entitled to accumulate his
votes in accordance with the provisions of law in such case made and provided. Every
shareholder entitled to vote at any meeting of the shareholders may also vote by proxy,
provided that the proxy shall have been appointed in writing by the stockholder himself, or by
his duly authorized attorney. The instrument authorizing a proxy to act shall be submitted at
least ten (10) days before the meeting and proxies shall be validated at least five (5) days
before the meeting.
Dividend Rights and the Board of Directors
The Companys by-laws empower the Board of Directors to declare dividends only from the
surplus profits arising from the business of the Company. However, according to the
Companys by-laws, no stock or bond dividend shall be issued without the approval of
shareholders representing not less than two-thirds of all stock then outstanding and entitled to
vote, at the general meeting of the Company or at a special meeting called for the purpose.
Appraisal Rights
As provided for by law, any stockholder shall have a right to dissent and demand payment of
the fair value of his shares in the following instances:
In case any amendment of the Articles of Incorporation has the effect of changing or
restricting the rights of any stockholder or class of shares, or of authorizing preferences in
any respect superior to those of outstanding shares of any class, or of extending or
shortening the term of corporate existence;
In case of sale, lease, exchange, transfer, mortgage, pledge or disposition of all or

substantially all of the corporate property and assets as provided in the Corporation Code
of the Philippines;
In case the Company decides to invest its funds in another corporation or business outside
of its primary purpose; and
In case of merger or consolidation.
23
Debt Securities, Stock Options, Securities Subject to Redemption or Call, and Warrants
Aside from the Convertible Loan Series II and the Warrants discussed above, there are no
other debt securities, stock options, securities subject to redemption or call, or warrants to be
registered.
Other Material Rights
Other than those described above, there are no other material rights enjoyed by the
shareholders.
INTERESTS OF NAMED EXPERTS AND INDEPENDENT COUNSEL

Castillo Laman Tan Pantaleon & San Jose Law Office has been engaged by the Company as
legal counsel for the registration and listing of the New Common Shares.
The financial statements of the Company, including the notes thereto, have been audited by
Mendoza Querido & Co., independent certified public accountants and are incorporated by
reference herein.
Mendoza Querido & Co. has no shareholdings in the Company, nor any right to subscribe for
or to nominate persons to subscribe for securities in the company.
24
INFORMATION WITH RESPECT TO REGISTRANT

Business
Marcventures is a holding company primarily involved in nickel mining operations in Surigao
del Sur, Philippines, through its wholly-owned subsidiary, Marcventures Mining &
Development Corporation (MMDC). MMDC is primarily involved in exploration, mining,
and development of a nickel mine located in Surigao del Sur and covering an area of 4,799
hectares.
The Company was incorporated and registered with the Securities and Exchange Commission
(SEC) on August 7, 1957. In 2007, the stockholders and the SEC approved the extension of
the Companys term of existence for another 50 years or until August 7, 2057.
Its primary purpose is to acquire by purchase, exchange, assignment, gift or otherwise, and to
hold, own and use for investment or otherwise, and to sell, assign, transfer, exchange, lease,
let, develop, mortgage, pledge, traffic, deal in, and with, and otherwise operate, manage,
enjoy and dispose of, any and all properties of every kind and description and wherever
situated, including land as and to the extent permitted by law, including but not limited to,
buildings, tenements, warehouses, factories, edifices and structures and other improvements
and bonds, debentures, promissory notes, shares of stock, or other securities or obligations,
created, negotiated or issued by any corporation, association or other entity, foreign or
domestic and while the owner, holder or possessors thereof, to exercise all rights, powers and
privileges of ownership or any other interest therein, including the right to receive, collect and
dispose of, any and all rentals, dividends, interest and income derived therefrom, and the right
to vote on any proprietary or other interest, on any shares of the capital stock, and upon any
bonds, debentures or other securities having voting power, so owned or held; and provided it
shall not engage in the business of an open-end or close-end investment company as defined
in the Investment Company Act (Republic Act 2629), or act as a securities broker or dealer.
On December 15, 2009, the Company entered into a Memorandum of Agreement (MOA)
between the shareholders of Marcventures Mining and Development Corporation (MMDC)
and their partners to exchange their ownership of MMDC for a total value of Php1.3 billion
consisting of: (i) new Company shares worth Php100 million representing the full payment of
the balance for the subscription to the increase in authorized capital stock; (ii) additional
Company shares worth Php 1.15 billion to be issued from the authorized capital stock as
increased, and the new par value of the Company after its corporate restructuring; and (iii)
448 membership certificates of The Metropolitan Club, Inc. (Metroclub Certificates) with an
agreed net value of Php50 million together with the Companys rights, obligation and
interests.
During the annual stockholders meeting held on February 10, 2010, the Companys
stockholders approved the acquisition of 100% ownership of MMDC. In relation to the
MMDC acquisition, the stockholders approved the following specific transactions: (i) the
subscription by the MMDC shareholders, or their nominees or designees, to 45 billion shares
or total par value of Php 450 million out of the increase in authorized capital stock of Php 1.8
billion, of which the amount of Php 350.0 million will be paid in cash, and the balance of
Php 100.0 million to be payable upon SEC approval of the increase by way of assignment of
153,846 MMDC shares; (ii) the subscription by the MMDC shareholders, or their nominees
or designees, to an additional 115.0 billion shares at a par value of Php 0.01 per share from
the authorized capital stock, as increased, in consideration for the assignment of 1,769,231
MMDC shares at an agreed value of Php 1.15 billion; and (iii) the approval and ratification of
the assignment of the 488 Metroclub membership certificates together with all rights and
obligations under AJOs contract with Philtown, including the assumption by the assignee of
25
AJOs liabilities to Philtown in the amount of Php 17.5 million, in consideration for the
assignment and transfer of 76,923 MMDC shares at an agreed value of Php 50.0 million.
On February 10, 2010, the Board of Directors approved the decrease in authorized capital
stock of the Company from Php 2.0 billion to Php 200 million by reducing the par value of
the common shares from Php 0.10 to Php 0.01. Moreover, the Board of Directors of the
Company approved the increase in authorized capital stock from Php 200,000,000 to
Php 2,000,000,000 divided by 200,000,000,000 common shares
On March 30, 2010, the SEC approved the change in corporate name from AJO.net
Holdings, Inc. to Marcventures Holdings, Inc., and the amendment of the Companys
primary purpose to include land ownership. The SEC also approved the equity restructuring
of the Company by way of: (i) the decrease of the authorized capital stock from
Php 2,000,000,000.00 divided into 20,000,000,000 common shares to Php 200,000,000.00
divided into 20,000,000,000 common shares through the reduction of the par value of the
common shares from Php 0.10 to Php 0.01; followed by (ii) the increase of the authorized
capital stock from Php 200,000,000.00 divided into 20,000,000,000 common shares to Php
2,000,000,000.00 divided into 200,000,000,000 common shares. Out of the increase in
authorized capital stock, Php 450,000,000 divided into 45,000,000,000 shares has been
subscribed of which Php 350,000,000 was paid in cash, leaving a subscription balance of
Php 100,000,000. Moreover, the SEC approved the application of the reduction surplus of
Php 459,056,968 (arising from the reduction in par value) to eliminate accumulated deficit.
On September 6, 2010, the SEC issued the Confirmation of Valuation for the issuance of
115,000,000 new common shares in consideration of the assignment of 1,769,231 MMDC
shares. The SEC also approved the full payment of 101,000,000 shares subscribed by Mr.
Mario G. Vijungco to the increase in authorized capital stock (dated March 30, 2010) by way
of assignment of 153,846 MMDC shares.
On September 30, 2010, the SEC approved the change in par value of the shares from Php
0.01 to Php 1.00 per share.
The Companys registered office is located at 16th Flr. Citibank Tower, 8741 Paseo de Roxas,
Makati City.
Products/Sales
The principal markets for nickel ore production from the Philippines are currently China and
Japan. In 2007, Philippine nickel ore shipments accounted for around 50% of Chinas total
imports of nickel ore. The proximity of the Philippines to China results in lower freight costs,
thus the preference by Chinese companies of Philippine-sourced nickel ore. Currently, due to
the high cost of freight, Chinese importers are favoring higher grade nickel ore (at least 1.6%
Ni) compared to past shipments of low grade ore (1% Ni). The Company does not anticipate
any problem meeting the Ni grade content requirement of Chinese importers due to the high
Ni grade of its reserves.
Japanese companies on the other hand have been in the past ten (10) years a consistent buyer
of Philippine saprolite ore which are used to produce primary nickel.
The Company relies 100% on foreign sales to Asian clients. It started shipments in August
2011. Nickel ore is directly shipped to buyers. Other than the foregoing, the Company has no
other product or service.
26
Competition
The company is primarily engaged in shipping nickel ore in the Asian region - mainly to
Chinese and Japanese clients. The primary differentiator that will give an industry player a
leg up on its competitors is the nickel grade of its ore and the corresponding pricing. The
market leader in nickel ore shipments from the Philippines is Nickel Asia Corporation, which
is several times larger than the Company. The Company believes it is able to compete due to
the quality of its ore, fair pricing, and the high demand for nickel ore which exceeds the
supply the Philippines is able to provide.
Sources and availability of Raw Materials
The Companys nickel ore is extracted from MMDCs mine in Surigao del Sur covered by
Mineral Production Sharing Agreement (MPSA) No. 016-93-XI.
Equipment, spare parts, and other operating supplies are readily available both locally and
abroad. Primary suppliers include Dyteban Hardware, Juchem Enterprises, Sungold
Commercial, Datalan Communications Services, Johnco Marketing, Caltex, and Jetty.
Sales Contracts
The company has entered into a 3-year offtake agreement with Dunfeng Internatioanl (Phils.)
Inc. for the sale of 1 million Wet Metric Tons of nickel ore per year on a best effort basis
starting on 2012. This will consist of both low grade and high grade nickel ore.
Properties
Office Space
The Company currently leases its office space located at Unit 16A Citibank Tower, 8741
Paseo de Roxas, Makati City. The office space has a total area of 307.9 square meters. The
lease of the space is for three (3) years starting March 15, 2011 to March 14, 2014. The rent is
Php 169,144.32 per month inclusive of twelve percent (12%) value-added taxes, less five
percent (5%) withholding tax.
MMDC Properties
Owned
The table below sets forth a summary of the properties owned by MMDC.
Payee
Joel Arreza
Heirs of Basillisa M. Petros
Isabel Bambina Angeles
William Agyan/ Calixtrato
Hunahunan
Alfonso Ascarez Jr
Virgilio Tuldanes
Romulo G. Urbiztondo
Tomasito Bat-ao
Venancio Ating Jr
Fabian Ating
Area Size
(sq. m.)
238
38,856
26,000
12,460
Amount
Location
300,000.00
4,000,000.00
270,000.00
216,120.00
Magosilom, Cantilan
Consuelo, Cantilan
Cabangahan, Cantilan
6,510
48,758
17,895
7,177
3,893.60
4,487.17
115,200.00
4,875,800.00
1,789,500.00
143,540.00
77872.00
89,743.40
Bon-ot, Carrascal
Bon-ot, Carrascal
Cabangahan, Cantillan
27
Marlon Sumberan
Francisco Sumberan
Francisco Sumberan
Wenifredo Bat-ao
Calicstrato Hunahunan
Winefredo Bat-ao
Calicstrato Hunahunan
Cayetana Ampo
Felino Bat-ao
Rodrigo Tawide
Juanita Agyang
Bci
11,.692
13,463
12,696
2,855
6,762
2,855
6,762
4,341
3,538
10,962
2,487
House& lot
146,920.00
134,630.00
126,960.00
28,550.00
67,620.00
28,550.00
67,620.00
43,410.00
35,380.00
109,620.00
24,870.00
180,000.00
Cabngahan, Cantilan
Cabanghan, Cantilan
Cabanghan, Cantilan
Bayogo, Madrid
Leased
The table below presents a summary of the properties currently being leased by MMDC.
Land/Owner/Payee
No. of
Years of
Contract
10
10
10
1
1
1
10
10
1
Area Size
(sq. m)
Date Start of
Contract
10/1/2010
9/1/2010
9/1/2010
9/1/2010
9/1/2010
9/1/2010
9/1/2010
9/1/2010
9/1/2010
Amount of
Rent
(PhP)
3,703.00
4,848.00
1,621.00
2.312.00
1,037.00
1,420.00
1,194.00
4,743.00
2,300.00
Year ln
Increase
(%)
None
None
None
None
None
None
None
None
None
3,703.00
4,848.00
1,621.00
2,312.00
1,037.00
1,420.00
1,194.00
4,743.00
2,300.00
Pili, Panikian
Pili, Panikian
Pili, Panikian
Pili, Panikian
Pili, Panikian
Pili, Panikian
Pili, Panikian
Pili, Panikian
Pili, Panikian
10
10
10
10
1
10
10
10
10
10
345.00
1,057.00
1,979.00
462.00
561.00
281.00
192.00
1,934.00
3,288.00
4,603.00
9/1/2010
9/1/2010
9/1/2010
9/1/2010
9/1/2010
9/1/2010
9/1/2010
9/1/2010
9/1/2010
9/1/2010
500.00
1,057.00
1,979.00
500.00
561.00
500.00
500.00
1,934.00
3,288.00
4,603.00
None
None
None
None
None
None
None
None
None
None
Pili, Panikian
Pili, Panikian
Pili, Panikian
Pili, Panikian
Pili, Panikian
Pili, Panikian
Pili, Panikian
Pili, Panikian
Pili, Panikian
Pili, Panikian
Dioneto Cordita
Myrna Ortiz
10
50,000.00
9/1/2010
25,000.00
5%
Julian Cabadonga
10
1,565.00
9/1/2010
1.565.00
None
Charita Roculas
10
11,905.00
10/1/2010
11,905.00
10%
Alfredo Guiral
10
1,390.00
10/1/2010
2,000.00
None
Edelyn Huerte
10
2,5757.00
9/1/2010
2,575.00
None
Alberta Y. Jacobe
Agustin P. Luarez
Helenita YoungloveKyle
Allan D. Ajit
Decena A. Jubac
Alfredo Ajit
Fermin A. Ajit
Eladio Quajao
Emelia C. Moreno
5
10
5
696.96
1,636.20
811.60
3/1/2011
3/1/2011
3/1/2011
1,000.00
1,636.20
1,000.00
10%
10%
10%
Banban,
Panikian
Banban,
Panikian
Banban,
Panikian
Banban,
Panikian
Banban,
Panikian
Gamuton
Gamuton
Gamuton
5
5
5
5
5
5
1,103.26
1,852.86
746.64
1,490.86
825.12
1,119.54
3/1/2011
3/1/2011
3/1/2011
3/1/2011
3/1/2011
3/1/2011
1,103.26
1,852.86
1000.00
1490.86
1,000.00
1,119.54
10%
10%
10%
10%
10%
10%
Gamuton
Gamuton
Gamuton
Gamuton
Gamuton
Gamuton
Juan Bucarile, Sr.

Pablo B. Arpilleda, Jr.
Punella Ilagan
Cosme Emboc
Ryan Huniog
Pablo Huniog
Roberto Dagno
Antonio Huniog Jr.
Antonio Huniog Jr.
Mike Bat-ao
Jimmy Sandag
Lucas Angeles
Banjelito Sandag
Lucas Angeles
Danilo Hunahunan
Polito Bat-ao
Ronnie Huniog
Jemelito Cordita
28
Location
Marcos Quajao
Arturo Buar
Arturo Buar
Luna Y. Bobias
Alfredo Comparativo
Annabelle A.
Yparragurre
Josefa C. Acedo
Diosdado Solejon
Librada C. Rafaila
Bernard Ardel Bobias
Winefredo Dagasdas
BenitoDagasdas
POrferio Bonani
Bisa Pebojot Rodilla
Robinson M.Consad
Merlinita Sampinit
Bonifacio D. Ciez
Lolito Cotecson
Carmelita Ladroma
Galdo
Lolitao Cotecson
Charita Marzon
Rogelio C. Asupra
Richard Polida
Paz Cosmiano
Valeriano Aranas
Lolito Cotecson
Annabelle A.
Yparraguirre
Pablo B. Arpilleda, Jr.
5
5
5
5
5
5
2,742.69
1,288.91
1,288.91
4,803.51
817.69
606.01
3/1/2011
3/1/2011
3/1/2011
3/1/2011
3/1/2011
3/1/2011
2,724.69
1,288.91
1,288.91
4,803.51
1,000.00
1,000.00
10%
10%
10%
10%
10%
10%
Gamuton
Gamuton
Gamuton
Gamuton
Gamuton
Gamuton
10
5
5
5
5
5
5
5
5
5
5
5
6 months
63.99
501.56
489.91
1,919.42
400.32
446.32
1,520.13
2,274.67
3,346.38
573.80
1,416.51
2,537.12
2,427.00
3/1/2011
3/1/2011
3/1/2011
3/1/2011
3/1/2011
3/1/2011
3/1/2011
3/1/2011
3/1/2011
3/1/2011
3/1/2011
3/1/2011
3/21/2011
500.00
700.00
500.00
1,919.42
500.00
500.00
1,520.13
1,520.13
3,346.38
1,000.00
1,416.51
2,537.12
3,000.00
10%
10%
10%
10%
10%
10%
10%
10%
10%
10%
10%
10%
10%
Gamuton
Bon-ot
Bon-ot
Bon-ot
Bon-ot
Bon-ot
Bon-ot
Bon-ot
Bon-ot
Bon-ot
Bon-ot
Bon-ot
Bon-ot
10
10
10
10
10
10
5
5
10,152.00
4,539.00
12,293.00
9,800.00
18,153
18,000.00
2,537.12
606.01
11/3/2010
3/8/2011
3/12/2011
10/16/2010
3/7/2011
3/7/2011
3/1/2011
3/1/2011
16,000.00
7,000.00
15,000.00
15,000.00
50,000.00
51,010.00
2,537.12
1,000.00
10%
10%
10%
10%
10%
10%
10%
10%
Bon-ot
Bon-ot
Bon-ot
Bon-ot
Bon-ot
Bon-ot
Bon-ot
Gamuton
10
4,848.00
9/1/2010
4,848.00
None
Pili, Panikian
The renewals of the above leases are subject to agreement by the parties.
The above leased properties are used by MMDC for roads and stockpile areas.
MMDC will acquire and/or lease additional properties to be utilized for roads and stockpile
areas when needed for its operations. The cost of such acquisitions will depend on
negotiations with prospective owners and lessors. MMDC plans to finance such acquisitions
from internally generated funds.
Mining Properties
The Companys wholly-owned subsidiary, MMDC was granted by the Department of
Environment and Natural Resources (DENR) of the Philippine National Government MPSA
No. 016-93-XI covering an area of approximately 4,799 hectares located in Cantilan, Surigao
Del Sur. As the holder of the said MPSA, MMDC has the exclusive right to conduct and
develop mining operations within the mineral property over a period of twenty five (25) years
from July 1, 1993. MMDC has identified Nickel Ore as the primary mineral that will be
extracted from the mine and sold to third parties due to the abundance and favorable
characteristics of nickel within the mineral property.
Deed of Assignment to MMDC

MPSA No. 016-93-XI was originally granted to Ventura Timber Corporation (Ventura) on
July 1, 1993. In January 1995, a Deed of Assignment was executed by and between Ventura
and MMDC, wherein Ventura assigned to MMDC all its rights, title and interest in and to
29
MPSA No. 016-93-XI. The Deed was duly registered with the Mines and Geosciences Bureau
(MGB) Regional Office (RO) No. XIII on February 9, 1995, and was subsequently approved
on January 15, 2008, making MMDC the official contractor of the mineral property. The
Companys Chairman, Mario Vijungco, was the former owner of Ventura Timber
Corporation, the original holder of MPSA 016-93-XI.
Note that MPSA 016-93-XIII and MPSA 016-93-XI refers to one and the same mining
property. At that time MMDC and Ventura executed abovementioned Deed of Assignment,
Surigao del Sur was still included as part of Region XI. On February 25, 1995, the CARAGA
Region (Region XIII) was created through Republic Act No. 7901, which included five
provinces, namely: Agusan del Norte, Agusan del Sur, Surigao del Norte, Surigao del Sur and
Dinagat Islands. In this Prospectus, the Company refers to the mining property as MPSA 01693-XI to avoid confusion.
The Partial Declaration of Mining Project Feasibility of MMDC was approved by the MGB
on October 23, 2009 authorizing MMDC to proceed with the development and operating
periods of the MPSA, including extraction and commercial disposition of nickel ore and
associated minerals within the 300 hectare portion of its contract area. The remaining portion
of the contract area is still under exploration period.
Following is a summary of the major details covered by the Partial Declaration of Mining
Project Feasibility:
Project
Product
Production Rate
Ore Reserves
Mine Life
Cantilan Nickel Project

Nickel Laterite
1,200,000 WMT per year
11.60 million WMT @ 1.50%
10 years
Government Approvals; Effect of Existing or Probable Government Regulations on the

Business
The Company is already in possession of its Mineral Production Sharing Agreement,
Environmental Compliance Certificate, and has been given Notice to Proceed with its mining
operations by the Mines & Geosciences Bureau of the Department of Environment and
Natural Resources.
Government regulations effect on the Company is primarily on the costs of compliance
which are appropriately reflected in the Companys books either as an expense or as a capital
asset under the GAAP.
Determination of the effect of probable government regulations cannot be known until
specific provisions are made clear.
Exploration and Development
In April 2008, MMDC engaged Dr. Carlo A. Arcilla, a Competent Person in Geology, to
study the exploration data on the mineral property and verify its nickel resources. Dr. Arcilla
is a director of the National Institute of Geological Sciences of the University of the
Philippines. Dr. Arcillas preliminary geologic resource report showed Inferred Resources of
53 million WMT of nickel laterite at an average Ni grade of 1.2% covering 400 hectares. In
August 2010, he reported Indicated Resources of 15.9 million DMT of laterite (equivalent to
22.7 million WMT) at an average Ni grade of 1.5% covering 120 hectares. It should be noted
30
that these 120 hectares represents about 3.5% of the effective area for mining out of the total
4,799 hectares constituting the Mineral Property.
The Economic Assessment and Ore Reserve Technical Report was completed by Engr.
Orlando S. Cruz, a Competent Person - Mining Engineer, on March 2010 in accordance with
the Philippine Mineral Reporting Code. This report estimated Mineable Ore Reserve at 11.6
million WMT with average grade of Ni grade of 1.5% is also based on 120 hectares.
Costs and Effects of Compliance with Environmental Laws
The Company is strongly committed to its policy of protecting and enhancing the
environment. As of December 2011, it spent Php 12,42 million in accordance with its
Environmental Protection and Enhancement Program. It has allocated a floor amount of Php
26.89 million in 2012 for its environmental program.
Business Transactions with Related Parties
The Company obtained non-interest bearing advances from stockholders which are payable
on demand..Such advances were used by the Company in day to day operations, general
administrative expenses, and for payroll.
As of December 31, 2011, such advances from stockholders amounted to Php 9,621,255,
broken down as follows:
Name of Stockholder
Dy Chi Hing
Amount Advanced
Php 2,726,308
Mario Vijungco
Php 6,894,947
Total
Php 9,621,255
Development Activities
The Company has not spent any amount on development activities. However, its wholly
owned subsidiary, MMDC, spent a total of Php 413 million for mine development from 2008
to 2011. There were no revenues for MMDC during that period.
Risks of Mining
There are numerous hazards and risks normally encountered in the exploration, development,
and production of nickel. These include and are not limited to unusual and hindering
geologic formations, erosion, unfavorable weather conditions, flooding and other occurrences
that may arise out of the drilling and removal of material. Any such occurrence may cause
damage to mines and other production facilities, which may result in environmental damage,
and legal liability. The company has in place its Environmental Protection and Enhancement
Plan which has resulted in structures built to prevent siltation and untoward flooding of the
minesite, a Safety and Health Program, and a Crisis Management Team in place.
31
The evaluation of the Companys ore reserves and mineral resources is established on the
results and estimates of several geological and exploration works as well as rigorous studies
conducted by competent geologists and mining engineers. Nonetheless, the reported figures
for ore reserves are only estimates and are therefore not precise calculations. The Company
conducts in-fill drilling to validate the estimates further, and conducts a continuous
exploration program to continually increase its estimated mineral reserves.
Significant declines in the price of nickel may render exploration, development, and
production activity uneconomical until the price recovers. Life-of-mine estimates may have to
be recalculated. Such conditions may result in a material and adverse effect on the financial
performance of the Company. The Company can enter into longer term, fixed price contracts
with buyers to mitigate this risk.
Exchange Rate Risk
There can be no assurance that: (a) the Peso will not be subject to continued appreciation or
volatility; (b) the current exchange rate policy will remain the same; (c) the Government will
act when necessary to stabilize the value of the Peso, or that any such action, if taken, will be
successful. Since the Company will earn its revenues in dollars, a significant depreciation in
the dollar may adversely affect the financial viability of mining operations. The company will
take exchange rate risk management measures under advisement from its financial advisors.
Weather
Extended rainy seasons may limit extraction and haulage. The company has measures and
plans in place that can increase daily production rates when weather hampers extraction and
haulage activities. Buffer equipment is in place to increase the equipment complement of any
particular shift. Additional shifts will also be employed in order to meet production targets.
However, these can only mitigate the effects of the weather on production and haulage to a
certain degree.
Employees
Company
The Company currently has a total of five (5) employees, consisting of two (2) in accounting,
one (1) in administrative, two (2) clerical/messenger personnel and two (2) consultants. For
the ensuing twelve (12) months, the Company anticipates it will have the same number of
employees. There is no employees union. There are no employees who are subject to any
Collective Bargaining Agreement (CBA). The Company was not threatened by any strike
in the past three years. The Company has not given any supplemental benefits or incentive
arrangements with its employees. The Company believes relations with the employees are
good.
Marcventures Mining & Development Corporation:
As of December 31, 2011, MMDC has a total of 352 employees, of which 245 are regular,
107 are contractual.
Of the 352 employees, a total of 34 employees perform administrative work and 318
employees are involved directly in mine site operations.
32
There is no employees union nor is there a collective bargaining agreement with the
employees. There has not been a strike in MMDCs history.
Mineral Reserves and Estimates

The Company, through its subsidiary MMDC, holds Mineral Production Sharing Agreement
No. 016-93-XI which covers 4,799 hectares in the province of Surigao Del Sur. It is
physiologically located within the Diwata Mountain Range.
Owner Location
MMDC Cantilan,
Surigao
del Sur
Area
4,799
Mineral
Nickel
Permit / Application
MPSA No. 016-93-XI
Date
Permit
Granted Status
July 1, In
1993
commercial
operation.
Estimates of the MPSAs mineral resources and reserves are as follows:

RESOURCES
Volume
Area
Indicated
15.9 million DMT laterite
(22.7 million WMT)
1.5% average Ni grade
120 hectares
These estimates were prepared by Dr. Carlo A. Arcilla, a Competent Person in Geology, to
study the exploration data on the mineral property and verify its nickel resources. Dr. Arcilla
is a director of the National Institute of Geological Sciences of the University of the
Philippines.
Volume
Ore Grade
Area
RESERVES
11.6 million WMT
laterite ore
Average 1.5% Ni grade
120 hectares
These estimates were prepared by Engr. Orlando S. Cruz, a Competent Person Mining
Engineer, on March 2010.
The said Competent Persons are accredited under the PMRC. The Competent Persons also
prepared the estimates in accordance with PMRC guidelines. The investor should read the
Report of Competent Persons found in Annex B for a complete and more detailed discussion
of MMDCs mineral project.
Legal Proceedings
As of December 31, 2011, the Company is not a party to any legal proceedings. It is not
involved in any pending legal proceedings with respect to any of its properties. It is not
involved in any claims or lawsuits involving damages that may materially affect it or its
subsidiaries.
33
As of December 31, 2011, the Companys wholly owned subsidiary, MMDC, is currently
involved in four (4) pending issues:
(a) Petition filed by Cantilan Irrigation System Federation of Irrigators Association
(CISFIA) Surigao del Sur Irrigators Federation Association (SURIF) Cabcant
Irrigators Association, Inc., Buyaan Irrigators Association, Inc., CarCanMadCarLan
Baywatch Foundation, Inc. (CBFI), Lovers of Nature Foundation, Inc. before the
Office of the Secretary, Department of Environment and Natural Resources.
This petition was filed on July 20, 2009 and seeks the cancellation of the MPSA of
Marcventures Mining and Development Corporation and the issuance of a Temporary
Restraining Order and Injunction. The Secretary, however, is not vested with the
power to cancel a Mineral Production Sharing Agreement and issue a temporary
restraining order or injunction as the powers belong solely to the court, the MPSA
being a contract constitutionally allowed and protected requiring judicial process.
Temporary restraining order and injunction are ancillary remedies to a case pending
in court. As of December 2011, we did not receive any order from the Office of the
Secretary.
(b) Case filed by Jaime Datu Dagsaan Bat-ao, Liquisa Irrigators Association
represented by Peter William Olan, Nagkahugpong Managatay Para sa Kalambuan
(NAGMAKAAYO) represented by Crisologo E. Aniono, Sr.; Lydia L. Lascano and
Nick Matthew Q. Irriberi, a minor represented by his father, Vicente Cirilo Irriberi,
before the Regional Trial Court, Branch 41, Cantilan, Surigao del Sur, docketed as
Civil Case No. 224.
The case was filed on November 10, 2010. The Plaintiffs seek to stop the mining
activities but failed to present their evidence and convince the court to stop the
mining operations and extend the seventy two (72) hours temporary environmental
protection order, hence it expired. On May 26, 2011, however, the RTC issued an
Order stating that the temporary environmental protection order issued by the Court is
still subsisting and effective until there is an order lifting, revoking or dissolving the
same. MMDC has filed a Motion for Reconsideration of the above Order, which, to
date, has not been resolved by the Court.
The court cannot cancel the MPSA not only because the DENR is not a party to the
case but it is contract sanctioned and protected by the Constitution, mining law and
existing laws. The mining activities of MMDC are authorized by the Environmental
Compliance Certificate and Partial Declaration of Mining Project Feasibility.
Moreover, its operation has not been stopped by the DENR and its bureaus which
have jurisdiction and regulatory functions over mining activities.
Equally important, MMDC has not been penalized for violations of environmental
laws or its corporate officers charged and convicted.
The case is set for hearing on July 20 to 22, 2011. This hearing was cancelled due to
the inhibition of the Presiding Judge and no date of hearing has been set.
(c) Opposition filed by the Cantilan Irrigation System Federation of Irrigators
Association [CISFIA] before the National Water Resources Board [NWRB] docketed
as WPA No. XIII-SDS-2009-02-036 relative to the application of Marcventures
Mining and Development Corporation for water rights.
This opposition has nothing to do with the present mining activities of MMDC. We
were just notified of an opposition of MMDCs application for water rights. As of the
34
date of this Prospectus, it is still pending. Neither did we receive any order form the
Board or pleadings from the Oppositor.
(d) Petition for a Writ of Kalikasan filed before the Supreme Court on May 29, 2011 by
Tribal Coalition of Mindanao [TRICOM], Inc. Daging Manobo Sectoral Tribal
Council, Urbiztondo Manobo-Mamanwa Sectoral Tribal Council, Kinalablaban
Sectoral Tribal Council, Cabangahan Tribal Community Manobo Tribe, Victoriano
Vidal and Datu Willy Daging against Taganito Mining Corporation, Platinum Group
Metals Corp., Synergy Mining Corp., Shenzhou Mining Group Corp. and
Marcventures Mining and Development Corp.
The said petition seeks the issuance of a temporary environmental protection order
against the above named companies, including MMDC. To date, MMDC has not
received any Order from the Supreme Court although it was furnished a copy of the
Petition as required by the rules governing environmental cases. The Supreme Court
denied the application of the Petitioners for Writ of Kalikasan and delegated to the
Court of Appeals, Mindanao Station, the reception of the evidence for Temporary
Environmental Protection Order.
Other than the foregoing, MMDC and the Company have no other actual, pending or
threatened litigation. Likewise, MMDC and the Company are unaware of any involvement of
their respective executives, directors and/or officers in any legal proceeding for the past five
(5) years.
Market Price of and Dividends on the Registrants Common Equity and Related
Stockholder Matters
Market Information
The principal market for the Registrants common equity is the PSE. The Companys stock
symbol is MARC
Stock Prices Common Shares
The following table sets forth the high and low closing sales prices per share of the Common
Shares listed on the PSE during the respective periods indicated as per published financial
sources.
Price per Share (In Pesos)
High
Low
2008-2009
Jul. Sept.2008
Oct. Dec. 2008
Jan. Mar. 2009
April June 2009
0.085
0.060
0.046
0.060
0.041
0.030
0.035
0.038
2009-2010
Jul. Sept.2009
Oct. Dec. 2009
Jan. Mar. 2010
April June 2010
July Sept. 2010
0.065
0.070
0.050
0.042
0.026
0.046
0.043
0.038
0.032
0.017
35
Oct. Dec. 2010
2.50
1.83
2011
Jan. Mar. 2011
Apr. June 2011
Jul. Sept. 2011
Oct. Dec. 2011
2.37
2.00
2.51
2.25
1.86
1.73
1.79
1.87
2012
January 2012
2.25
1.90
Latest Market Price
On February 29, 2012, the closing market price of the Companys common stock was P 2.50
per share (based on par value of P1.00 per share).
Stockholders
The number of shareholders of record as of December 31, 2011 was 2,188. The outstanding
shares as December 31, 2011 was 1,721,460,874 common shares
The top 20 registered common stockholders as of December 31, 2011, are as follows:
Name of Stockholder
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
Number of Shares
PCD Nominee Corporation (Filipino)

PCD Nominee Corporation (Non-Filipino)
ATC Securities, Inc.
Manuj Amarnani
Ansaldo Godinez & Co., Inc.
Antonio Ramon C. Lopez
Vicente Goquiolay & Co., Inc.
Teresita N. Lim
Alberto Mendoza &/or Jeanie Mendoza
Pacifico B. Tacub
Independent Realty Corporation
Rosendo Lim
Ramon Salvador
Romeo B. Molano
Chiong & Co, Inc.
Ang I Lok
Yu & Co.
Tiong Securities, Inc.
Rafael S. Camus III
SJG Development, Inc.
36
1,715,319,647
4,127,970
918,397
110,000
96,495
60,000
44,678
40,000
30,000
30,000
20,400
20,000
20,000
16,000
13,787
13,000
11,668
10,373
10,000
10,000
1,720,922,415
Type
Percent
Common
Common
Common
Common
Common
Common
Common
Common
Common
Common
Common
Common
Common
Common
Common
Common
Common
Common
Common
Common
99.643%
0.240%
0.053%
0.006%
0.006%
0.003%
0.003%
0.002%
0.002%
0.002%
0.001%
0.001%
0.001%
0.001%
0.001%
0.001%
0.001%
0.001%
0.001%
0.001%
100.0%
The Company has no other class of registered securities outstanding aside from common
shares.
Dividends
The Companys ability to declare and pay dividends on common equity is limited by the
availability of unrestricted retained earnings.
The Company has not declared any dividends for the last two (2) fiscal years on account of its
deficit.
Sales of Securities
The following table summarizes all issued and outstanding shares of the Company, including
shares issued under exempt transactions, as of May 31, 2011:
Before Change in par
Number of
Par value
Shares Issued
per share
After Change in Par

Number of
Par
Shares Issued
value per
share
51,006,329 Php 1.00
5,100,632,980
Php 0.01
45,000,000,000
Php 0.01
450,000,000
Php 1.00
5,000,000,000
Php 0.01
50,000,000
Php 1.00
115,000,000,000
Php 0.01
1,150,000,000
Php 1.00
20,454,545
Php 1.00
1,721,460,874
Php 1.00
172,146,087,400
Php0.01
Kind
Previously Issued
and Outstanding
Shares
Issued from Increase
in ACS
Private Placement
Based on SEC
Confirmation of
Valuation
Stock conversion of
convertible loan
Date of
Approval or
Exemption
April 6, 2010
May 6, 2010
May 7, 2010
Aug. 16, 2011

Sept. 23, 2011
The following shares were issued under an exempt transaction:

a. 45,000,000,000 shares (par value Php 0.01 per share) issued from the increase in
authorized capital stock to Php 2,000,000,000 approved by the SEC on March 30, 2010.
Notice of Exempt Transaction on SEC Form 10-1 was filed on April 6, 2010.
b. 5,000,000,000 shares (par value of Php 0.01 per share) issued by way of a private
placement under Sec. 10.1(k) of the Securities Regulation Code. Notice of Exempt
Transaction on SEC Form 10-1 was filed on May 6, 2010.
c. 115,000,000,000 shares (par value of Php 0.01 per share), and covered by an SEC
Confirmation of Valuation with regard to the assignment of MMDC shares in payment for the
subscription approved by the SEC on September 6, 2010. Notice of Exempt Transaction on
SEC Form 10-1 was filed on May 7, 2010 .
37
MANAGEMENT DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATION
December 31, 2011 vs. June 30, 2011

As of June 30, 2011, Marcventures Mining and Development Corp MMDC (the
subsidiary), a 100% owned corporation of Marcventures Holdings Inc. MHI ( the
Company ), was still in the exploration stage with no income generating activities which
resulted to an accumulated deficit of 73.87 million. For the quarter ending September 30,
2011, MMDC made four shipments to China with an estimated total volume of 217,265.74
WMT from its own causeway in Carrascal, Surigao del Sur. As a result of the completion of
these four shipments, the company made a profit in the amount of 157.33 million. This
redounded to complete turnaround from the recorded deficit of 73.87 million for the period
June 30, 2011 to a retained earnings of 83,464,731 for September 30, 2011.
For the quarter ending December 31, 2011, the subsidiary made eight shipments to China
with an estimated total volume of 410,833.46 WMT which recorded a gross sale of 481.84
million and a net income of 109.77 million. For the interim period July-December. 2011 the
subsidiary recorded total sales of 842.90 million worth of nickel ore and a consolidated net
income of 267.35 million.
Furthermore, the income generating activities by MMDC from October-December 2011
resulted to total consolidated assets amounting to 2,562.82 million, equivalent to an
increase of 18.80% or an additional 405.54 million increase from 2,157.28 million as of
June 30, 2011.
Total Liabilities of the Company increased from 461.91 million for the period June 30,
2011 to 555.09 million for the period December 31, 2011 . The increase was mostly due to
increase in trade and other payables including payables to contractors. The decrease in notes
payable for the comparative period amounting to73.68 million was due to payments made
to investors as well as those who opted to convert their private placement to equity.
The stockholders equity increased by 18.42% to 2,007.72 million as of December 31, 2011
or an additional 312.35 million from 1,695.37 million as of June 30, 2011. The increase
was due to income generated by its subsidiary amounting to 281.79 million which resulted
in the companys retained earnings in the amount of 193.48 million as of December 31,
2011 or an increase of 267.353 million from a deficit of 73.87 million as of June 30, 2011.
Furthermore, investors who opted to convert their private placement into equity resulted in an
increase in Capital Stock to 1,721.46 million and due to the Additional Paid- In Capital of
92.78 million.
December 31, 2011 vs. December 31, 2010
Net Income for the quarter ending December 31, 2011
For the quarter ending December 31 2011, the Company registered a consolidated net income
of 109.77 million from a recorded net loss of 10.27 million for the comparative period in
2010; the administrative expenses amounted to 8.17 million during the three months ended
December 31, 2011 equivalent to 46.15% higher than the 4.40 million for the comparative
period in 2010. Significant expenses incurred in 2011 consisted of interest paid to various
lenders amounting to 5.4 million.
38
Balance Sheet as of December 31, 2011

Assets
As of December 31, 2011, the total assets of the Company increased to 2,562.82 million
from 1,957.55 million as of December 30, 2010. The increased in total asset was from the
acquisition of property plan and equipment and from the income generated on operation by
our subsidiary.
Liabilities
The total liabilities as of the quarter ending December 31, 2011 amounting to 555.09 million
from 179.31 million or 209.57% higher compared to 2010 due to the convertible loan,
deposit from customer and payable arising from acquisition of mining equipment.
Stockholders Equity.
The stockholders equity amounting to 2,007.72 million is higher by 12.91% or 229.48
million from 1,778.24 of the same period last year. The increase of 267.35 million was
due to the income generated from the sale of nickel ore, which resulted to the Companys
retained earnings in the amount of 193.48 million. This indicates an increased of 234.05
million from a deficit of 40.57 million of the same period last year. Some investors opted
to convert their private placement into equity which resulted in an increase in Capital Stock
to 1,721.46 million and an increased in Additional Paid- In Capital account to 92.78
million.
Results of operations of Previous Years
2010
The Company currently has no income generation from projects. Its mining subsidiary,
Marcventures Mining & Development Corporation, is still in its development phase and will
officially begin commercial operations next year. Total revenues for 2010 amounting to
P19,770,434 are generated from the sale of available-for-sale securities, sale of property,
dividend income, and interest income. Total loss for the Period stood at P14,188,191. The
Companys Basic Loss Per Share amounted to P0.0008.
2009
The Company currently has no income generation from projects. Total revenues for 2009 are
generated from interest income amounting to P11,672. Administrative Expenses dropped by
51% to P4.5 million. In 2008, the Company incurred a P4.0 million one-time SEC charge for
the extension of the Companys corporate life. Its corporate life expired on August 7, 2007.
Marcventures Holdings Inc. had other income in the form of foreign exchange gain of
P60,911. Total Loss for the Period stood at P4.6 million as compared to P9.1 million losses
in 2008. The Companys Basic Loss Per Share amounted to P0.00134.
Consolidated Balance Sheet

2010
Total assets of the Company increased to P 1,778,551,583 from P 92,671,820. This is largely
brought about by the business combination of the Company and the investor group,
Marcventures Mining & Development Corporation. Explored mineral resources are valued at
39
P 1,294,766,157. Advances to MMDC amount to P 408,500,000. Property, Plant, and

Equipment likewise increased to P 56,988,589 from P 207,821 last year.
Total Liabilities stood at P 16,220,881, comprised mainly of accrued expenses of MMDC.
Stockholders Equity has increased to P 1,800,892,421 brought about by the business
combination with MMDC.
2009
Total assets of the Company declined by 4% to P3.6 million. This is largely brought about by
the P1.2 million overall decrease in current assets due to 36% lower cash position. Securities
available for sale also dropped by P2.0 million. Property and Equipment is also lower by
P451 thousand versus last year mainly due to depreciation. The Company has had no
material capital expenditures.
Total Liabilities of the Company stood at P19.5 million, 20% higher versus June 30, 2008.
The increase in liabilities pertains to the advances by Philtown against the proceeds from the
sale of condominium units assigned to the Company under the share purchase agreement
entered into by Marcventures Holdings Inc. with Philtown. Interest bearing short term debt in
the form of notes payable stood at the same level as the previous year of P2.0 million.
Stockholders equity of P73.2 million is lower by 9% versus last year brought about by higher
deficit due to higher losses incurred and higher net unrealized loss on securities available for
sale.
Consolidated Cash Flow
2010
The proceeds from the issuance of common stock were used to fund the continuing
exploration, development, and mining operations of its subsidiary, MMDC. The Company
ended its fiscal year with P 40,833,733 in cash.
2009
The increase in advances by Philtown was used to fund the negative cash flow of P3.7 million
from operating activities. The Company ended its fiscal year with P1.4 million in cash.
Supplementary Disclosures to the Audited Financial Statements for the Year Ended
June 30, 2011
Based on the findings of the SEC issued to MHI on March 24, 2011, the Company has
reviewed carefully each finding and has addressed three major concerns on the financial
statements as follows:
All items in the statement of cash flows under the increase (decrease) in advances are
presented at gross inflows and outflows. The P17.5 million advances from Philtown
were reclassified from the 2009 presentation of P16.5 million other non-current
liabilities. The gross inflow for the year 2010 is only P1 million.
The Inventories are under the Other Current Asset account since these were
consumables such as spare parts supplies, lubricants, electrical and laboratory
supplies. The amount was considered immaterial to provide further disclosure. All
40
accounts under other current assets fall under the policy of prepayments. There will
be a change the account title to other consumables.
There were no property used to secure a loan and no items of property and equipment
were retired from active use and not classified as held for sale, except for the
transportation equipment that was acquired through United Coconut Planter Bank,
which was disclosed in Note 13 of the Notes to the Financial Statements.
On Employee Benefits disclosure, the parent company has only one employee while
the subsidiary has not yet started commercial operations, thus management believes
that the amount of retirement benefits would be immaterial. The Company will obtain
the services of an actuary for its subsidiary, MMDC for 2011 to comply with
Republic Act 7641 on Retirement benefits.
The Company has properly identified all of its related party transactions for proper
classification on its succeeding financial statements.
The Company will assess the possibility of writing down its investments that are no
longer operating.
On Business Combination, disclosures on business combination were discussed as
follows:
The date of business
combination
The acquisition-date fair value
of each major class of
consideration
Method of accounting
The amounts recognized as of
the acquisition date for each
major assets acquired and
liabilities assumed
Regulatory approvals obtained
on the business combination
Note 4 Business Combination

Page 20
Page 21
Note 2 Summary of significant
policies Page 6
Page 21
Note 26 Subsequent events

Page 40
The Company will also have its financial statements reviewed carefully by the audit
committee to avoid further findings and to ascertain that the Company is complying with all
the required disclosures according to the PFRS/PAS.
Supplementary Disclosures to the Companys Unaudited Interim Financial Statements
for the period ended December 31, 2010
Additional disclosure on Property and Equipment
Cost:
Beg. Balance June 30, 2010
Acquisition for the period
Ending balance
Accumulated depreciation:
Beg. Balance
Depreciation for the period
Ending balance
Net book Value
Building
Heavy and
Mobile Equip.
total
9,988,191.00
6,873,343.00
16,861,534.00
1,639,493.00
1,639,493.00
53,437,393.00
2,024,896.00
55,462,289.00
69,986,397.00
15,874,694.00
85,861,091.00
2,503,044.00
1,062,916.00
3,565,960.00
255,902.00
85,301.00
341,203.00
10,238,862.00
3,221,700.00
13,460,562.00
12,997,808.00
4,369,917.00
17,367,725.00
13,295,574.00
1,298,290.00
42,001,727.00
68,493,366.00
Equip. and Furniture

and Fixtures
Land
4,921,320.00
6,976,455.00
11,897,775.00
11,897,775.00
41
There were no assets under property and equipment that were used as collateral to any loan
except for transportation equipments amounting to P3.41 million which includes the heavy
and mobile equipment account obtained through United Coconut Planters Bank (UCPB).
Additional disclosures of the nature and amounts of each item comprising the
Accrued Expenses:
Non-trade payables consist of SSS, HDMF, Philhealth, witholding taxes and other
accruals pertaining to recurring expenses. The carrying amount of accrued expenses
are expected to be settled within the fiscal period.
The Company accrued an amount of 2,025,762 representing post-employment
benefits for its employees as of and for the year ended December 31, 2010 as required
by RA 7641.
Accounts payable are the unpaid balances due to contractors for the mine site
development cost.
Other payables includes the unpaid financial advisory services amounting to 2.4
million.
Additional disclosures on Loans Payable and Interest-bearing Loans amounting

to P100 Million and P23.8 Million, respectively, i.e., nature, terms and conditions
relating to its pledge:
Loan payable is a convertible loan amounting to 100 million subscribed by outside
investors. The nature, term and condition of the said convertible loan was disclosed
in Item 4 section L of the submitted 17Q.
The interest bearing loan arranged by Asian Alliance Investment Corporation as of
Dec. 31, 2010 amounting to P22.1 million with annual average interest rate of 5%
above the 360-day T bill rate. No interest was charged to the company for the period.
The Companys loan from UCPB amounting to 1.8 million was intended for the
acquisition of transportation equipments in June 2010 payable in two (2) years.
Additional disclosures on Related Party Transactions

This represents non interest bearing advances from the stockholders. Such advances
are payable on demand but with no fixed payment terms.
As of December 31, 2010, there have been no shipments yet as Marcventures Mining
& Development Corporation (MMDC) still has to build its causeway.
Key Performance Indicators (KPIs)

Marcventures Holdings Inc.s management uses the following KPIs for Marcventures
Holdings Inc. and its subsidiaries: a) revenues, b) net income/loss after tax, c) debt-to-equity
ratio (computed as total liabilities divided by total Stockholders Equity), d) current ratio
42
(computed as total current assets divided by total current liabilities), and e) Return on Assets
(computed as net income divided by the book value of assets).
a) Revenues - These cover income receipts from all sources. See discussion on
Revenues at Management Discussion and Analysis ---- Results of Operations
section.
b) Comprehensive Income/Loss After Tax is the earnings/loss of the company after
income tax expense and minority interest.
c) Debt-to-equity ratio - gives an indication of how leveraged the company is. This
ratio takes into account total liabilities in relation to Stockholders Equity as reflected
in the Balance Sheet.
d) Current ratio is a measurement of liquidity and is an indicator of the companys
short-term debt paying ability. This ratio is based on the level of Current Assets and
Current Liabilities as reported in the Balance Sheet.
e) Return / (Loss) on Assets This is calculated by dividing the total assets of the
Company to its net income/loss.
Comparative figures of the Top Five key performance indicators (KPI) for the fiscal years
ended June 30, 2011 and June 30, 2010 and months ending December 31, 2011 and
December 31, 2010:
December
31, 2011
1. Revenues
2. Comprehensive Income
(Loss)
3. Debt-to-equity ratio
4. Current ratio
5. Rate of Return / (Loss)
on Assets
December 31,
2010
June 30, 2011
June 30, 2010
P842,901,957
P49,990
P256,419
P550,301
P267,352,432 (P22,407,233) (P55,705,468) (P14,821,204)
0.28:1
1.23:1
10%
0.10:1
0.99:1
(1%)
0.04:1
0.47:1
(3%)
0.04:1
3.78:1
(5%)
Outlook
MMDCs mineral property remained undeveloped for many years due to the relatively low
price of nickel which made production uneconomical. Since then, nickel prices have
increased, and together with new technologies in refining nickel limonite ore, created a strong
demand for nickel ores, especially from China. The economic viability of nickel limonite ore
spurred the Company to conduct further explorations of the mineral property, which led to the
discovery of large volumes of high-grade saprolite nickel ore.
The future of MMDC will largely be dictated by the demand for and price of nickel and the
ability of the Company to successfully develop and enlarge its orebody to enable it to
continuously ship larger quantities over time. Presently, MMDCs work program covers an
area of 120 hectares, which is only about 2.5% of the total mineral property covered by its
MPSA.
Other Information
43
Other material events and uncertainties known to management that would address the past
and would have an impact on the Companys future operations are discussed below.
1. Except as disclosed in the management discussion and notes to the financial statements,
there are no other known events that will trigger direct or contingent financial obligation that
is material to the company, including any default or acceleration of an obligation.
2. Except as disclosed in the management discussion and notes to the financial statements,
there are no other known trends, events or uncertainties that have had or that are reasonably
expected to have a material favorable or unfavorable impact on revenues or income from
operations.
3. All significant elements of income or loss from continuing operations are already
discussed in the management discussion and notes to financial statements. Likewise any
significant elements of income or loss that did not arise from the registrants continuing
operations are disclosed either in the management discussion or notes to financial statements.
4. There is no material off-balance sheet transaction, arrangement, obligation, and other
relationship of the company with unconsolidated entities or other persons created during the
reporting period.
5. The company does not expect any liquidity or cash problem within the next twelve
months.
INFORMATION ON INDEPENDENT ACCOUNTANT AND OTHER RELATED
MATTERS
External Audit Fees and Services
Audit Fees
Audit-Related Fees
Tax Fees
Total
Year Ended June 30, 2011

Year Ended June 30, 2010
P120,000.00
P300,000.00
11,378.00
3,855.00
14,400.00
36,000.00
P145,778.00
P339,855.00
Audit Fees. Represents professional fees of the external auditor for the audit services
rendered on Companys Annual Financial Statements for the year 2010.
Audit-Related Fees. Represents the out of pocket expenses of the individuals who will
sperform the audit, it also includes postage and reproduction of Financial Statements as billed
by the external auditor.
Tax Fees. Represents professional fees for tax advisory/consultation services rendered .
Audit services provided to the Company by external auditor have been pre-approved by the
Audit Committee. The Audit Committee has reviewed the magnitude and nature of these
services to ensure that they are compatible with maintaining the independence of the external
auditor.
Changes in and disagreements with Accountants on Accounting and Financial

Disclosure
44
There was no event in the past years where the external auditor and the Registrant had any
disagreements with regard to any matter relating to accounting principles or practices,
financial statement disclosure or auditing scope or procedure.
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Board of Directors and Executive Officers
The names, ages, citizenship, position and business experience of all directors and executive
officers held for the past five (5) years (except those years stated otherwise) are as follows:
Name
Age Citizenship
Position
Mario G. Vijungco
Ramon A. Recto
Dy Chi Hing
Joel A. Baares
Rafael G. Yaptinchay
Raul Ma. F. Anonas
Roberto A. Atendido
Carlos C. Syquia
Roberto V. San Jose
61
79
66
54
61
49
64
69
70
Chairman
President
Director
Independent Director
Independent Director
Director
Director
Treasurer
Corporate Secretary
Filipino
Filipino
Filipino
Filipino
Filipino
Filipino
Filipino
Filipino
Filipino
Mario G. Vijungco was elected Chairman in March 2010. In the past 5 years, Mario G.
Vijungco has been a prominent entrepreneur with previous various business interests in
logging, prawn culture, copra trading, and retail/wholesale of heavy equipment spare parts.
He owned and operated a logging concession under Ventura Timber Corporation, the original
owner of MPSA 016-93-XI.
Ramon A. Recto was elected President in March 2010 . In the past 5 years, Mr. Recto has
been Chairman of Ivanhoe Philippines, Inc. He is also Chairman and President of CME
Technologies, Inc. He was formerly the President of Lepanto Consolidated Mining
Corporation as well as Supply Oilfield Services, Inc. and its subsidiaries.
Dy Chi Hing was elected Director in March 2010 . In the past 5 years, Mr. Dy Chi Hing has
been Chairman and CEO of So-Nice International Corporation, and has been in the import
and trading business since 1968. He is a Honorary member and financial consultant of the
Filipino-Chinese Chamber of Commerce and Industry, and is an active member and one of
the co-founders of the Meat Importer Traders Association (MITA).
Joel A. Baares was elected as an Independent Director in February 2010 . In the past 5
years, Mr. Baares has been Chief Finance Officer (CFO) of the National Grid
Corporation, Managing Director of St. Arnold Development Corporation, Advisor
Infrastructure to SM Investments Corp., Board Director of Universal LRT Corporation, and
Chairman of Synergia Cybercare, Inc. Apart from his current positions, Mr. Banares is also a
Fellow of the Australian Institute of Company Directors (AICD) and of the Institute of
Corporate Directors (ICD), Philippines (organizations that promote good corporate
governance). Mr. Banares was also Undersecretary of Finance from 1998 to 2001.
Rafael Yaptinchay was elected Independent Director in March 2010 . In the past 5 years,
Mr. Yaptinchay has been President and Director of the Meridien Properties Group of
Companies where he has been connected since 1988. He is also Executive Vice President
and Director of the Century Properties Group of Companies.
45
Raul Ma. Anonas was elected Director in August 2010. In the past 5 years, Mr. Anonas has
been President of Rajawali Distributors Inc. and director of the following companies: New
Marketlink Pharmaceutical Corp, Megavia Motor Company, Megavia Corporation, Humabon
Distributors Inc. and Premiere Entertainment Philippines. Mr. Anonas was previously
employed at Citibank Philippines as Vice President of Corporate Finance.
Roberto Atendido was elected Director in March 2010 . In the past 5 years, Mr. Atendido has
been a Director of Philippine Business Bank, Charter Land & Development Corp., Paxys
Inc. (formerly Fil Hispano Holdings Corporation), Export and Industry Bank, ValueGen
Financial & Insurance Company, Inc., Banclife Insurance Corp., PICOP, Export and Industry
Savings Bank, Inc., GEM Communications Holdings Corporation, Energy Management &
Conservation Corp., Zest Air, Inc., Securities Clearing Corporation of the Philippines,
Marcventures Holdings, Inc., and Beneficial Life Insurance Co., Inc.. He is currently the
Chairman of Green Energy Technology Solutions (Asia) Inc.
He was previously the
President of Insular Investment & Trust Corporation, Managing Director of Asian Oceanic
Holdings (Phils.) Inc., Managing Director of PT Duta Perkasa Chandra Inti Leasing
(Indonesia), Vice President of PCI Capital Asia Ltd. (Hong Kong) and Bancom International,
Ltd. (Hong Kong). He has the distinction of being a former President of the Investment
House Association of the Philippines.
Carlos C. Syquia was elected Treasurer of the Company in November 2000. In the past 5
years, Mr. Syquia has been chairman of the Board of Trustee of the Metropolitan Club, Inc.,
director of ATC Securities Inc. and director of Gem Communications Holdings Corporation.
Mr. Syquia holds a BS degree in Commerce from De La Salle University and an MBA from
the Wharton School of Business- University of Pennsylvania.
Atty. Roberto V. San Jose serves as the Corporate Secretary of the Corporation. He received
his Bachelor of Arts degree from De La Salle University and his law degree from the
University of the Philippines. He is a member of the Philippine Bar and is a Consultant of the
Castillo Laman Tan Pantaleon and San Jose Law Offices. Aside from being a Corporate
Secretary of the Corporation, he serves as director or officer of other private and public
corporations.
There are no family relationships either by consanguinity or affinity among the above named
directors and executive.
Significant Employees
The Company does not employ any person, consultant or key personnel expected to make a
significant contribution to its business.
.
Involvement in Legal Proceedings
As of the date of this Prospectus, to the knowledge and/or information of the Company, none
of its nominees for election as directors, its present members of the Board of Directors or its
executive officers, is presently or during the last five (5) years been involved in any material
legal proceeding in any court or government agency on the Philippines or elsewhere which
would put to question their ability and integrity to serve Marcventures Holdings Inc. and its
stockholders.
The Company is not aware of: (a) any bankruptcy petition filed by or against any business of
which a director or executive officer or person nominated to be become a director or
executive officer was a general partner or executive officer either at the time of the
bankruptcy or within two years prior to that time; (b) any conviction by final judgment,
46
including the nature of the offense, in a criminal proceeding, excluding traffic violations and
other minor offenses; (c) being subject to any order, judgment, or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction, domestic or foreign,
permanently or temporarily enjoining, barring, suspending or otherwise limiting his
involvement in any type of business, securities, commodities or banking activities; and (d)
being found by a domestic or foreign court of competent jurisdiction (in a civil action), the
Commission or comparable foreign body, or a domestic or foreign Exchange or other
organized trading market or self regulatory organization, to have violated a securities or
commodities law or regulation and the judgment has not been reversed, suspended, or
vacated.
Executive Compensation
The following table summarizes certain information regarding compensation paid or accrued
during the last three fiscal years and to be paid in the ensuing fiscal year to the Companys
President and each of the Companys three other most highly compensated executive officers:
Table Summary of Compensation
SALARY
BONUS
OTHER
COMPENSATION
TOP FIVE HIGHLY

COMPENSATED
EXECUTIVES: [1]
ANSELMO TRINIDAD, JR.
FORMER CHAIRMAN
PRESIDENT, MARIO G.
VIJUNGCO CURRENT
CHAIRMAN, RAMON A.
RECTO CURRENT
PRESIDENT , CARLOS C.
SYQUIA TREASURER, &
ROBERTO V. SAN JOSE
CORPORATE SECRETARY
All above named officers as

a group
All officers and directors as

group unnamed
2010
1,000,000.00
2011
2012
Estimated
2010
2011
2012
Estimated
4,000,000.00
1,125,000.00
590,000.00
10,000,000.00
Note: [1] Aside from the officers and executives mentioned, the Company does not employ
any other executive officers or directors.
Standard Arrangements or Contracts
47
There are no standard arrangements, compensatory plans, employment contracts, or other

similar arrangements with executive officers or directors of the Company.
Outstanding Warrants or Options
There are no outstanding warrants or options held by the Companys executive officers,
directors, and all officers and directors as a group.
Security Ownership of Certain Record and Beneficial Owners and Management
Security ownership of certain record (r) and beneficial (b) owners of five percent (5%) or
more of the outstanding capital stock of the Registrant as of December 31, 2011:
Title of
Class
Name, address of
record owner and
relationship with
Issuer
Name of Beneficial
Owner &
Relationship with
Record Owner
Citizenship
Common
PCD Nominee
Corp.(FIL)
37/F Tower I,The
Enterprise Center,
6766 Ayala Ave., cor
Paseo de Roxas
The Company has

no knowledge of
other persons with
lodged shares who
are the beneficial
owners of more
than 5% of its
outstanding capital
stock.
Filipino
(Registered OwnerNominee)
Common
Mario G. Vijungco.
Chairman
Common
Dy Chi Hing
Common
Common
Sonia T. Techico
Arturo L. Tiu
PCD authorizes its

trading participants
to vote the shares
registered in their
name.
Mr. Vijunco is
currently the
Chairman of
Marcventures
Holdings, Inc.
Mr. Dy Chi Hing is
currently a Director
of the Company
No. of Shares
Held
Percent
99.64%
1,715,319,647
(b)
Filipino
600,000,000
34.85%
Filipino
218,500,000
12.69%
Filipino
Filipino
130,000,000
102,500,000
7.5517%
5.9542%
Security Ownership of Management Record r and Beneficial b (direct/indirect) owners

as of December 31, 2011:
Title of
Class
Common
Name of Beneficial Owner
Amount and nature of

ownership (Indicate record
(r) and/or beneficial
(b)
600,000,000, r (direct)
Mario G. Vijungco.
Chairman
48
Citizenship
Percent of
Class
Filipino
34.85%
2.6141 %
Common
Ramon A. Recto
President
Common
Joel A. Banares
Common
(Independent Director)
Dy Chi Hing
Director
Common
Raul Ma.
(Director)
F.
Anonas
45,000,000 r
(indirect
thru
thru
Erlinda
D.
Vijungco)
1 r (direct)
Filipino
0.00%
1 r (direct)
Filipino
0.00%
218,500,000 r (direct)
Filipino
12.6927%
130,000,000 r (indirect
thru thru Sonia T. Techico)
1 r (direct)
7.5517%
Filipino
0.5710
9,830,000 b
(direct)
Common
1 r (direct)
Roberto A. Atendido
Director
Filipino
26,098,333 b (indirect
thru Asian Alliance)
Investment Corp.)
Common
Common
Rafael Yaptinchay
(Independent Director)
Carlos C. Syquia
Treasurer
1 r (direct)
Roberto V. San Jose

Corporate Secretary
TOTAL
-0-
100 r (direct)
0.00%
0.0321%
553,000 b (indirect thru

AOB Management Corp.)
Common
0.00%
1.5161%
Filipino
0.00%
Filipino
0.00%
993,500,105 r
59.8%
36,481,333 b
Voting trust holders of 5% or More

No person holds more than five per centum (5%) of a class under a voting trust agreement or
similar arrangement.
Changes in control
There are no arrangements which may result in a change in control of the registrant.
Certain Relationships and Related Transactions
The Company obtained non-interest bearing advances from stockholders which are payable
on demand. Such advances were used by the Company in day to day operations, general
administrative expenses, and for payroll.
49
As of December 31, 2011, such advances from stockholders amounted to Php 9,621,255..
The Companys legal counsel is the law firm of Castillo Laman Tan Pantaleon and San Jose
Law Offices. Reasonable legal fees are paid to the firm for their legal services.
Other than the foregoing, there has been no transaction outside of the ordinary course of
business during the last two years, nor is any transaction presently proposed, to which the
Company was or is to be a party in which any director or executive officer of the Company,
or owner of more than 10% of the Companys voting securities or any member of the
immediate family of any of the foregoing persons had or is to have a direct or indirect
material interest. In the ordinary and regular course of business, the Company had or may
have had transactions with other companies in which some of the foregoing persons may have
an interest.
Corporate Governance
The Company uses the evaluation system established by SEC in its Memorandum Circular
No. 5, series of 2003, including the accompanying Corporate Governance Self-Rating Form
(CG-SRF) to measure or determine the level of compliance of the Board of Directors and toplevel management with the Companys Corporate Governance Manual.
The Company undertakes a self-evaluation process every semester and any deviation from the
Companys Corporate Governance Manual is reported to the Management and the Board
together with the proposed measure to achieve compliance. The Company did not materially
deviate from its Corporate Governance Manual for the last fiscal year.
The Company is in compliance with the leading practices on good corporate governance
embodied in the CG-SRF. Employees and officers undergo professional development
programs subject to meeting the criteria set by the Company. The Board determines
succession plan for senior management as the need arises.
The Company shall adopt such improvement measure on its corporate governance, as it may
be necessary from time to time.
FINANCIAL INFORMATION
Please refer to the audited financial statements for the year ended June 30, 2011 and financial
disclosures prepared in accordance with SRC Rule 68 and the interim unaudited financial
statements covering the first and second quarter for the period ended September 30, 2011 and
December 31, 2011.
50
PART II INFORMATION INCLUDED IN REGISTRATION STATEMENT BUT

NOT REQUIRED IN PROSPECTUS
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The Company has incurred and expects to incur the following expenses in connection with
the Subscription and issuance of the Subscribed Shares:
Activity
Documentary Stamp Tax
Rate
P1.00 for every P200.00 of
aggregate par value of shares
or fractional part thereof
(P 85,113,636 x 0.005)
Fees (Php)
P 425,568.18
SEC (Basic) Registration Fee

Breakdown:
Common shares underlying
the Convertible Loan Series
II (68,090,909 shares)
Warrants
warrants)
P 149,800.00
For not more than Php 500
million,
0.10% of the
maximum aggregate price of
the securities to be offered
(17,022,727
Common shares under lying

the Warrants (17,022,727
shares)
P 50,000.00
In case of warrants which
have no issue value, the
filing fee shall be Php 50,000
P 37,499.99
Php 2.20 per share
Total Registration Fee

SEC Legal Research Fee
SEC Listing Fee
PSE Processing Fee (with
12% VAT)
PSE Listing Fee
(1% of Registration Fee)

Php 2,525.00
Php 11,200 each application
P 237,299.99
P 2,372.99
P 2,525.00
P 22,400.00
(1/10 of 1% of Total
Transaction Price plus 12%
VAT)
P 209,719.99
Various Professional Fees

Other Fees and Expenses, including publication and stock
transfer agents fees (estimated)
P 750,000.00
P 300,000.00
TOTAL
P 1,949,835.65
51
INDEX TO EXHIBITS
Exh.
(1)
Corporate Secretarys Certification / Board resolution approving the registration of the

shares
(2)
Corporate Secretarys Certification / Board resolution approving the disclosures in the

registration statement
(3)
Corporate Secretarys Certification on corporate governance requirements
(4)
Notice of Publication regarding filing of Registration Statement
(5)
Plan of Acquisition, reorganization, arrangement, liquidation or succession
NA
(6)
Underwriting Agreement
NA
(7)
Articles of Incorporation and By-laws (latest amendment)
(8)
Original copy of stock certificate
(9)
Copy of instruments defining rights of security holders, including employees stock option
plan and any instrument issued pursuant thereto
See Warrant Certificate

(10)
Opinion of independent counsel on the legality of the Offer Shares to be registered
(11)
Opinion of tax counsel on tax matters material to an investor and a representation as to tax
consequences
(12)
Consent of independent counsel
(13)
Voting trust agreements
(14)
Material agreements
(15)
Annual Reports on SEC Form 17A; Quarterly Reports on Forms 17-Q
(16)
Audited Financial Statement (2010 comparative) with Statement of Managements

Responsibility
(17)
Auditors consent to use audited financial statements and awareness of use of unaudited
interim financial information
(18)
Unaudited Interim (Q1) Financial Statements (September 30, 2010)
(19)
Material foreign patents
NA
(20)
Letter regarding change in certifying auditor
NA
(21)
Letter regarding director resignation
NA
(22)
Letter regarding change in accounting principles
NA
(23)
Reports furnished to security holders
NA
See Amended Definitive Information Statement

(24)
Other documents or statements to security holders
NA
(25)
Subsidiaries of the registrant (Marcventures Mining and Development Corp)
(26)
Published report regarding matters submitted to vote of security holders (i.e. SEC Form 20)
- See Amended Definitive Information Statement
(27)
Power of attorney
NA
(28)
Statement of eligibility of trustee
NA
(29)
Notarized curriculum vitae and photographs of directors and officers
(30)
Copy of Board of Investments certificate
(31)
SEC Authorization regarding registrants bank accounts
(32)
Copy of Manual of Corporate Governance (2010 Revised Manual)
O
NA
52
SIGNATURES
Pursuant to the requirements of the Securities Regulation Code, this Registration Statement is
signed on behalf of the registrant by the undersigned, thereunto duly authorized, in the City of
__________on _______ _______________, 2012.
By:
RAMON A. RECTO
Principal Executive Officer
CARLOS C. SYQUIA
Treasurer and Principal Financial Officer
RENITA S. TY
Principal Accounting Officer
ATTY. ROBERTO V. SAN JOSE

Corporate Secretary
SUBSCRIBED AND SWORN to before me this ____ day of March 2012, affiants
exhibiting to me competent proof of their identification, as follows:
Name
RAMON A. RECTO
CARLOS SYQUIA
RENITA TY
ROBERTO V. SAN JOSE
Competent Evidence of
IdentificationNo.
Date/Place of Issue
Passport No. XX2823977

Passport No, XX4062851
Passport No. XX0473384
Passport No. WW0189544
January 19, 2009/Manila

June 29, 2009/Manila
February 6, 2008/Manila
September 14, 2007Manila
Doc. No. _____

Page No. _____
Book No. _____
Series of 2012.
53

Sec Form 12-1 Registration Statement With Prospectus PDF

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SECURITIES AND EXCHANGE COMMISSION

SEC FORM 12-1, AS AMENDED

1. SEC Identification Number .......12942

SEC Use Only)

7. 16th Floor Citibank Tower, 8741 Paseo de Roxas,

Draft Prospectus as of 29 February 2012

Computation of Registration Fee

Title of each class

Php 2.20 per share

Warrants are free,

Warrants are free,

Basic: Php 50,000.00

Php 2.20 per share

Basic: Php 37,449.99

Basic: Php 149,800.00

Amount of filing fee

Not more than P500 Million

0.10% of the maximum aggregate price of the

More than P500 Million but not more than P750

P500,000 plus 0.075% of the excess over P500

More than P750 Million but not more than P1

P687,500 plus 0.05% of the excess over P750 Million

More than P1 Billion

P812,500 plus 0.025% of the excess over P1 Billion

Draft Prospectus as of 29 February 2012

MARCVENTURES HOLDINGS INC.

Up to 85,113,636 Common Shares (consisting of 68,090,909 common shares underlying the

Up to 17,022,727 Warrants to be issued free of charge

The date of this Prospectus is

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED THESE

Draft Prospectus as of 29 February 2012

KEY INFORMATION RELATED TO THE SUBSCRIPTION

1,721,460,874 common shares

Total number of shares outstanding upon full 1,806,574,510 common shares

Total proceeds raised upon the full Php 187,249,999.2

The proceeds of the Convertible Loan Series

The declaration of cash, stock or property

Draft Prospectus as of 29 February 2012

Draft Prospectus as of 29 February 2012

MARCVENTURES HOLDINGS INC.

Draft Prospectus as of 29 February 2012

Draft Prospectus as of 29 February 2012

Draft Prospectus as of 29 February 2012

Political and Economic Conditions

Draft Prospectus as of 29 February 2012

Draft Prospectus as of 29 February 2012

DEFINITIONS AND INTERPRETATION

Net Asset Value.

The unclassified common shares of the

Draft Prospectus as of 29 February 2012

Information required under the Securities

Draft Prospectus as of 29 February 2012

TERMS OF THE CONVERTIBLE LOAN, CONVERSION SHARES, WARRANTS,

Draft Prospectus as of 29 February 2012

RISK FACTORS AND OTHER INFORMATION

Draft Prospectus as of 29 February 2012

Volatility of Commodity Prices

Risks in Government Regulation

Draft Prospectus as of 29 February 2012

Exchange Rate Risk

Draft Prospectus as of 29 February 2012

Draft Prospectus as of 29 February 2012