The proposed merger will dramatically increase Dominion Holdings’ share count, but each share will also represent ownership in a much larger pool of assets.
Dominion Holdings Inc. is about to become a much bigger company.
DHI currently has about 2.16 billion outstanding shares. But its proposed merger with Indophil Resources Phils. Inc. and Sonar Holdings Inc. could eventually increase its share count to around 18 billion based on our preliminary estimates.
This sounds like massive dilution. But there is an important reason why existing shareholders should not look at the increase in shares alone.
DHI will issue the new shares in exchange for assets. More importantly, the company has disclosed that the merger exchange ratio will be based on the book values of DHI, Indophil and Sonar.
This means that while existing shareholders will own a much smaller percentage of DHI after the merger, the book value represented by each share may remain roughly the same.
Why book value may stay around ₱1.60
As of June 30, 2026, DHI had shareholders’ equity of about ₱3.47 billion and 2.16 billion outstanding shares. This gives the company a book value of approximately ₱1.61 per share.
Indophil, meanwhile, had shareholders’ equity of about ₱23.56 billion at the end of 2025.
If DHI were to acquire Indophil based on DHI’s ₱1.61 book value per share, it would have to issue roughly 14.7 billion new shares to Indophil shareholders.
After that transaction alone, DHI would have around ₱27 billion in combined book equity and approximately 16.8 billion shares.
Divide one by the other and the result is still about ₱1.61 per share.
This happens because DHI is not simply issuing shares and giving them away. For every ₱1.61 of new DHI shares issued, approximately ₱1.61 of book value is also being brought into the enlarged company.
Sonar will add more shares and assets. The final number of shares cannot yet be determined from the documents available because the book value needed to calculate Sonar’s exchange has not been disclosed.
Our preliminary estimate puts the eventual share count at around 18 billion, but this should not be treated as the final merger figure.
Owning less does not always mean having less value
Existing DHI shareholders currently own 100 percent of the company. Based on our preliminary estimate, they could own only around 12 percent of the enlarged DHI after the merger, but it does not automatically mean an equivalent dilution in value per share.
Imagine a company with ₱100 of assets and 100 shares. Each share has a book value of ₱1.
The company then issues another 100 shares to acquire another company with ₱100 of net assets.
The original shareholders now own only half of the enlarged company. But the company has ₱200 of assets represented by 200 shares.
Book value remains ₱1 per share. This is essentially the principle behind DHI’s book-to-book merger.
What changes is the assets behind the shares
There is, however, a much bigger change taking place.
Before these transactions, DHI was largely a cash-based holding company. As of June 2026, it had about ₱2.27 billion in cash and ₱1.06 billion in money market placements, accounting for most of its ₱3.50 billion in assets.
After the transactions, DHI will increasingly become a mining asset play.
It has agreed to acquire subscription rights covering 727.2 million shares of Atlas Consolidated Mining and Development Corp., equivalent to about 20.43 percent of Atlas.
The Indophil and Sonar merger will also give the enlarged DHI exposure to Sagittarius Mines Inc., which holds the Tampakan Copper-Gold Project.
So while DHI’s book value per share may remain close to where it was before the merger, what sits behind that book value will be completely different.
Instead of primarily cash and financial investments, shareholders will increasingly have exposure to copper and gold assets whose economic values could be much higher or lower than their accounting values.
And this is where the investment story becomes more interesting.
Book value does not tell us what Tampakan is worth
The book-to-book exchange tells us how many DHI shares may have to be issued. It does not tell us what the enlarged DHI should eventually be worth in the stock market.
SMI reports a mineral resource of about 2.94 billion metric tons containing an estimated 15 million metric tons of copper and 17.9 million ounces of gold.
But those resources cannot simply be multiplied by current copper and gold prices to determine their value. Tampakan still requires substantial capital, construction, operating costs and years of development before its mineral resources can generate cash flow.
At the same time, accounting book value may significantly understate the economic value of a mining project if it eventually becomes a profitable producing mine.
This is why ₱1.60 should not be interpreted as our valuation of DHI after the merger.
It is simply the approximate book value around which the merger mathematics appear to work.
Atlas and Tampakan could be worth economically once we account for commodity prices, development costs, production, mine life and the probability that Tampakan reaches commercial production.
This is what we will estimate in the next article.
