US$15m Opuwo sale retains four outstanding conditions

Opuwo sale moves closer, but cash has not arrived

Celsius Resources Limited (ASX:CLA) is closer to unlocking US$15 million from the sale of its 95% interest in Namibia’s Opuwo Cobalt-Copper Project to Chinalco (Xiong’an) Mining Corporation, but the transaction remains conditional. Shareholder approval, the waiver of a minority shareholder’s pre-emptive rights, and renewals of Opuwo’s environmental clearance and prospecting licence have been secured.

The remaining hurdles include approvals from the Namibian Competition Commission and Bank of Namibia, alongside clearance from China’s National Development and Reform Commission, Ministry of Commerce and foreign-exchange administration. Warranties must also remain accurate and no material adverse effect can occur. Celsius says completion would provide near-term funding and allow it to focus more heavily on its Philippine copper-gold portfolio; the announcement does not confirm when completion or receipt of the sale proceeds will occur.

Criminal complaint enters preliminary investigation

The legal pressure around the Philippine portfolio is advancing on several fronts. A criminal complaint filed by Celsius and its subsidiary Makilala Holding Limited against Sodor president Erika I. Chalmers over issues connected with Sodor’s acquisition of shares in Makilala Mining Company has been referred for preliminary investigation in Pasig City, with hearings scheduled for 22 and 29 October 2026.

The complaint alleges Estafa, with Other Deceits pleaded as an alternative offence. It forms part of the criminal complaint over PHP300m dispute previously reported in connection with an unpaid purchase of a 60% interest in MMCI. Separately, Celsius and MMCI have submitted position papers to the Philippine Securities and Exchange Commission over alleged restrictions on access to MMCI’s corporate records and are awaiting a decision.

Sodor arbitration stretches into 2027

The commercial dispute with Sodor and its affiliate PMR Holding concerns an aggregate US$43 million payment that Celsius says was not completed before a 16 February 2026 expiry date, followed by a failure to relinquish MMCI shares. The matter is now in arbitration, where the arbitrator has set 12 July 2027 as the target date for a decision and any damages award.

A separate consignation case is proceeding in the Regional Trial Court in Bataan after Sodor deposited PHP300 million and sought an order requiring MHL to accept it for a 60% MMCI interest. The court declined to suspend the case in favour of arbitration and later dismissed MHL’s reconsideration motion. MHL has petitioned the Court of Appeals and says it intends to pursue the matter further if required.

Equinaire foreclosure remains contested after auction

The most immediate ownership complication concerns Equinaire Holdings, which Celsius says lacks the capacity to foreclose under the Omnibus Loan and Security Agreement and disputes the alleged Events of Default. Despite those objections, Equinaire held a public auction on 8 September for MHL’s pledged MMCI shares, submitting a US$5.01 million credit bid and winning after no other registered bidders attended. The auction followed the MMCI foreclosure court setback, which left the underlying contractual questions open for arbitration.

A Philippine court has rejected Celsius’ petition for interim protection, finding that irreparable injury had not been sufficiently established. However, the court expressly did not decide whether an Event of Default occurred or whether Equinaire was entitled to foreclose, and recognised that the arbitral tribunal could determine the validity of the foreclosure and grant appropriate relief. Celsius has filed for reconsideration, which was denied, and plans to approach the Court of Appeals to challenge the decision and seek to block tax clearance and any transfer of the shares until arbitration concludes.