Celsius Resources (ASX, AIM: CLA) has mounted a multi-front legal defence of its interest in the Makilala copper-gold project (MCB Project), securing an interim arbitration order and challenging a procedural court ruling as it moves to protect the value of its holding.
The company has obtained an interim arbitration order halting an attempt to dilute its position at project company Makilala Mining Company (MMCI). After MMCI’s board approved a resolution to expand the company’s authorised capital by about A$138.5 million at a special stockholders meeting, Celsius secured an order preventing the increase and directing MMCI to preserve its existing ownership and capital structure pending further arbitration. Celsius says the vote should never have carried, arguing the meeting chair, Attorney Julito “Sarge” Sarmiento, improperly barred its subsidiary Makilala Holding from voting its 40% stake and instead recognised a proxy claimed by Equinaire Holdings, a subsidiary of Kiri Industries.
That recognition rested on an alleged event of default under a loan and security agreement (the OLSA), a claim Celsius firmly rejects. The company says no default has occurred on the facts and that, in any case, the contractual pre-conditions required before any enforcement action have not been met. It is progressing arbitration to confirm the parties’ rights, neutralise the contested enforcement steps and obtain relief for the disruption they have caused.
Celsius is also contesting a separate ruling by the Regional Trial Court of Makati City, which lifted a Temporary Order of Protection over Makilala Holding’s 40% stake. The lifting is not immediate, it is conditional on Equinaire posting a counterbond of roughly A$4.6 million, and the court’s decision turned on a narrow procedural point, with the judge finding its discretion limited to setting the counterbond amount rather than the merits. Celsius has filed a motion for reconsideration.
On offtake, Celsius has moved to protect its rights after Kiri chairman and managing director Manish Kiri appeared to suggest on a 13 August investor call that Kiri had locked up 70% of the project’s production. Celsius says it has been shown no such agreement, despite its 40% equity interest and a roughly US$10.3 million intercompany loan to MMCI. The company notes the project had previously attracted offtake proposals from traders, refiners and financiers with stronger balance sheets and deeper copper-sector credibility than Kiri, and points out that its other subsidiary PDEP, not MMCI, is the intended processing and marketing entity.
Celsius is seeking to injunct any Kiri–MMCI offtake struck without its written consent and has given notice it will rescind any unapproved arrangements.
Celsius says it remains focused on advancing the MCB Project and has repeatedly sought direct engagement with Mr Kiri, so far without response. The company will continue to update the market in line with its continuous disclosure obligations
