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Celsius Resources Limited (ASX:CLA)

ALERT: Price-sensitive ASX Announcement for CLA
Current share price for CLA : $0.004 0.001 (14.29%)+
Release
8 Oct 2026 9:25AM
Price at Release
$0.004
Full Release
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Summary
Celsius Resources Limited (ASX/AIM: CLA) announced that it and its wholly owned subsidiary Makilala Holding Limited have filed a criminal complaint in the Office of the City Prosecutor of Pasig City, Philippines, against Erika I. Chalmers, president of Sodor, Inc., primarily for Estafa under Article 315(2)(a) of the Revised Penal Code of the Philippines and alternatively for Other Deceits under Article 318, in connection with Sodor’s acquisition on account of 60% of Makilala Mining Company, Inc. from MHL. The background given is that MHL previously owned 100% of MMCI, which holds rights to the Maalinao-Caigutan-Biyog Copper-Gold Project, and agreed on 17 March 2023 to sell 60% of MMCI to Sodor for PHP 300 million so MMCI could meet Philippine ownership requirements for a Mineral Production Sharing Agreement; the shares were issued subject to payment by an expiry date later extended to 16 February 2026, after which Sodor was required to relinquish the shares if unpaid. Celsius states Sodor failed to pay and refused to return the shares while continuing to exercise shareholder rights, and alleges Ms Chalmers concealed Sodor’s lack of realistic means to pay, proceeded knowing its financial constraints, never intended either to pay for or relinquish the shares, and thereby caused loss and prejudice to Celsius and MHL. The announcement also updates that Celsius’s previously disclosed Anti-Dummy Law and disbarment complaints against Attorney Julito Sarmiento remain in progress, that an SEC complaint over restricted access to MMCI corporate records is moving ahead with position papers due by 17 October 2026, and that Celsius views the Estafa filing as part of protecting shareholder interests while reiterating its commitment to developing the MCB Project in partnership with the Balatoc Indigenous Cultural Community and other local stakeholders.
Key Points
  • Celsius Resources Limited and Makilala Holding Limited filed a criminal complaint in the Philippines against Erika I. Chalmers, president of Sodor, Inc.
  • The primary complaint is for Estafa under Article 315(2)(a) of the Revised Penal Code of the Philippines, with an alternative complaint for Other Deceits under Article 318.
  • The complaints relate to Sodor’s acquisition on account of 60% of Makilala Mining Company, Inc. from MHL.
  • MHL agreed on 17 March 2023 to sell the MMCI shares to Sodor for PHP 300 million to satisfy Philippine ownership requirements for the MCB Project’s MPSA.
  • The payment deadline was extended from 17 March 2025 to 16 February 2026.
  • Celsius says Sodor failed to pay by the revised deadline, refused to relinquish the shares, and continued exercising shareholder rights.
  • The Estafa allegations include claims that Ms Chalmers concealed Sodor’s lack of realistic means to pay and no intention to relinquish the shares.
  • Celsius states it and MHL would not have proceeded with the transaction had they known Sodor could not pay and allegedly did not intend to comply.
  • Celsius says it and MHL suffered damages and prejudice as a direct result of the alleged representations.
  • The announcement also notes ongoing proceedings against Attorney Julito Sarmiento, including an Anti-Dummy Law complaint and a disbarment complaint.
  • Celsius’s SEC complaint regarding restricted access to MMCI corporate records is progressing, with position papers due by 17 October 2026.
  • Celsius reiterates its commitment to developing the MCB Project and maintaining its partnership with the Balatoc Indigenous Cultural Community.
IMPORTANT NOTE: This information is autogenerated and has not been reviewed for accuracy or completeness. You should refer to the full announcement here for further information.