Celsius Resources has filed criminal complaints against Sodor president Erika Chalmers over an unpaid PHP300 million purchase of a 60% stake in the Makilala copper-gold project. The allegations add another legal front to a dispute already involving MMCI governance, ownership and access to corporate records.
- Criminal complaints allege Estafa and Other Deceits
- PHP300 million unpaid for 60% MMCI stake
- Sodor allegedly refused to relinquish the shares
- Anti-Dummy Law case has moved into DOJ case build-up
- SEC position papers due by 17 October 2026
Criminal complaint targets unpaid MMCI share transaction
Celsius Resources Limited (ASX:CLA) and its wholly owned subsidiary Makilala Holding Limited have filed criminal complaints in the Philippines against Erika Chalmers, president of Sodor, Inc., over a disputed 60% interest in Makilala Mining Company, Inc. The primary complaint alleges Estafa, or swindling, with Other Deceits pleaded as an alternative offence.
The dispute centres on a 17 March 2023 agreement under which Sodor agreed to buy the MMCI shares for PHP300 million, approximately US$5 million. The shares were issued on account, but Sodor was required to pay by an agreed deadline or relinquish them. That deadline was later extended from 17 March 2025 to 16 February 2026.
Celsius says Sodor did not pay by the revised expiry date and has nevertheless refused to return the shares while continuing to exercise shareholder rights. The complaint alleges that Chalmers concealed Sodor’s inability or unwillingness to pay, and that Celsius and MHL would not have completed the transaction had they known those circumstances. Those claims remain allegations and have not been determined by a court or prosecuting authority.
MCB project governance faces several legal tests
The filing lands as Celsius’s battle over the MCB Copper-Gold Project becomes increasingly legalistic. The company recently reported a substantial impairment linked mainly to its disputed MMCI interest, while an earlier MMCI foreclosure dispute involved an Equinaire credit bid and competing claims over the Philippine asset.
Celsius also provided an update on its separate complaint against attorney Julito “Sarge” Sarmiento under the Philippines’ Anti-Dummy Law. The Department of Justice has assigned the complaint an evaluation docket number, and the matter has moved into formal case build-up, with Celsius submitting additional supporting documents. A disbarment complaint against Sarmiento and other lawyers at Sarmiento Loriega Law remains pending before the Philippine Supreme Court, following the company’s disbarment complaint against lawyers.
SEC records dispute moves towards determination
A separate complaint before the Philippine Securities and Exchange Commission concerns Celsius’s alleged restriction from accessing MMCI’s corporate records. MMCI has responded to a summons, and both parties have been directed to submit position papers by 17 October 2026 before the SEC considers the merits.
The company says the new criminal complaint is intended to protect shareholder interests and pursue remedies connected with MMCI. It has also reiterated its commitment to developing the MCB project alongside the Balatoc Indigenous Cultural Community. For investors, however, the immediate question is less the company’s stated development ambition than whether these proceedings can clarify ownership, governance and control sufficiently to remove obstacles around the project.
Bottom Line?
The next meaningful signals are procedural: whether Philippine authorities advance the new complaints, how the SEC resolves the records dispute, and whether any outcome changes control of MMCI or the MCB project.
Questions in the middle?
- Will the DOJ accept or progress the Estafa and Other Deceits complaints beyond the filing stage?
- Can the SEC’s position-paper process resolve Celsius’s access to MMCI corporate records?
- Will the overlapping Philippine proceedings alter the ownership and governance position surrounding the MCB project?