Zeus Holdings, Inc.

History of ZHI

Zeus Holdings, Inc. (ZHI/Company) was incorporated on 31 December 1981 as JR Garments, Inc. under Securities and Exchange Commission ("SEC") registration number 0102415, as a corporation engaged in garments manufacturing, distribution and export.

On 9 September 1996, the SEC approved the change of the name of the Company from JR Garments, Inc. to ZEUS HOLDINGS, INC. and the change of its primary purpose to that of an investment holding company.

The Company discontinued its garments operation on 31 August 1996 and consequently, all of its employees were terminated. On 27 December 1996, the Company disposed all its assets and liabilities relating to the garments operation.

The Company also increased its authorized capital stock from P100 million to P3 billion. The increase was approved by the SEC on 6 January 1997. Of the capital increase, 1,538,463,907 shares were subscribed and paid by way of assignment of rights in real property worth P31.423 million and common shares of stock of Mindanao Portland Cement Corporation ("MPCC") at a transfer value of P1.457 billion by the new investors and the conversion of advances to equity of P50 million by existing shareholders. This major transaction marked the entry of the Company in the cement business. The Company became the majority owner (99.63%) of MPCC, a company engaged in the manufacturing and distribution of cement.

On 8 December 1999, the Board of Directors of the Company approved the integration of its operation and activities with the operations and activities of Fortune Cement Corporation ("Fortune") and its subsidiary, Republic Cement Corporation ("Republic") and Iligan Cement Corporation ("Iligan") under the following swap ratios:

1,000 common shares of Republic = 1,575 Fortune shares
= 14,411 Company shares
= 206 Iligan shares

The integration of the four (4) companies was effected on 20 October 2000. As a result thereof, Republic obtained majority control of the Company.

On 15 December 2000, the Company divested its equity interest in MPCC in favor of Republic.

In accordance with the SEC Tender Offer Rules, PICOP Holdings, Inc. (now known as ZHI Holdings, Inc. or "ZHIHI") offered to purchase the 98.18% equity interest of Republic in the Company at a price of P0.04826 per share. ZHIHI likewise offered to buy the remaining 1.82% equity stake of minority shareholders under the same terms. Republic accepted the offer of ZHIHI and divested all its equity holdings in the Company in favor of the latter. Minority shareholders owning 290,000 common shares of the Company also accepted the tender offer of ZHIHI. As a result, ZHIHI acquired a 98.533% equity stake in the Company.

In August 2001, ZHIHI sold off 14,864,576 of its shares in the Company or approximately 0.53% of its equity therein. Thus, ZHIHI retained a 98% equity stake in the Company.

In 2007, with the change in ownership, the Company began evaluated other business opportunities to revitalize its operations. Aware of the surge in mining activity due mainly to increased prices of metal commodities, the Company is considering a shift in its purpose from an investment holding company to a mining entity. In June 2007, ZHIHI further sold off 2,555,788,753 of its shares in the Company, or approximately 93.5% of its outstanding capital stock of ZHI, to F. Yap Securities, Inc. in Trust For Various Clients.

Thus, on 13 July 2009, the Company entered into an Operating Agreement with Olympic International Sales Corporation (OISC), whereby the Company was appointed as operator of OISC's Mining Claims situated in the municipalities of Carrascal, Cantillan and Madrid, Province of Surigao del Sur, with an approximate area of 4,656.9165 hectares. The Mining Claims are currently the subject of Application for Production Sharing Agreement No. 000115-XI (APSA), pending with the Mines and Geosciences Bureau (MGB), CARAGA Regional Office No. XIII, Surigao City.

Under the Operating Agreement, the Company will be responsible for the prosecution of the APSA until the same is approved and a Mineral Production Sharing Agreement (MPSA) issued. The Company will explore, and if warranted, develop and operate the Mining Claims. To date, the MGB has yet to issue the MPSA, as a result of which the Company currently has minimal operations.

At present, the largest stockholder of the Company is Zamcore Realty Corporation, holding a 34% equity stake in the Company.

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