Celsius Resources has secured a Supreme Court order validating its auditor appointment and prior share issues, paving the way for its shares to be reinstated on the ASX.
- Supreme Court confirms validity of auditor change from BDO to RSM in 2011
- Court declares previous share issues and sales valid despite procedural lapses
- Directors and officers relieved from civil liability over ASIC notification failures
- Shares to be reinstated on ASX from 9 February 2026
- Affidavit details remain restricted, limiting full public disclosure
Background to the Legal Challenge
Celsius Resources Limited, a mining and resources company listed on both the ASX and AIM, has been navigating a complex legal challenge regarding its auditor appointments and share issuance compliance. The issue dates back to 2011, when the company transitioned its auditor from BDO Audit (WA) Pty Ltd to RSM Australia Partners. Procedural missteps in notifying the Australian Securities and Investments Commission (ASIC) raised questions about the validity of this change and subsequent share transactions.
Supreme Court Validation
On 6 February 2026, the Supreme Court of Western Australia delivered a decisive ruling in favour of Celsius. The court declared that the resignation of BDO as auditor was valid despite the company’s failure to comply with certain ASIC notification requirements. It also confirmed that RSM’s appointment as auditor from 30 November 2011 was legitimate. Crucially, the court validated the financial reports prepared and lodged since that date, affirming their compliance with the Corporations Act.
Implications for Share Issues and Civil Liability
The court’s orders went further to declare that prior share issues and sales, which had been under scrutiny due to the procedural irregularities, were valid. This effectively clears the company and its directors from any civil liability related to these matters. The ruling also relieves Celsius’s current and former officers from penalties linked to the failure to lodge timely ASIC notices about the auditor resignation.
Market Impact and ASX Reinstatement
Following the court’s decision, Celsius announced that its shares will be reinstated to official quotation on the ASX as of 9 February 2026. This reinstatement is a significant milestone, restoring liquidity and market confidence after a period of uncertainty. The company’s ability to move past this legal hurdle may also improve investor sentiment and facilitate future capital raising efforts.
Remaining Questions and Transparency
While the court orders provide legal clarity, some details remain confidential. The affidavit underpinning the case is restricted, limiting public insight into the full background of the dispute. This opacity may leave some investors cautious, as the reputational impact and the full scope of the procedural lapses are not entirely transparent.
Bottom Line?
Celsius’s court victory clears a major regulatory hurdle, but investors will watch closely for how the company rebuilds trust and momentum.
Questions in the middle?
- What impact will the auditor dispute have on Celsius’s investor confidence long term?
- Could further regulatory scrutiny or appeals arise despite the court’s ruling?
- How will Celsius leverage its reinstated ASX listing to advance its mining projects?