Celsius Resources Limited and its wholly owned subsidiary, Makilala Holding Limited (MHL), have filed an estafa complaint against Sodor Inc. President Erika I. Chalmers over the alleged nonpayment of shares in Makilala Mining Company Inc. (MMCI).
In an announcement dated October 8, Celsius said the criminal complaint was filed before the Office of the City Prosecutor of Pasig City under the Department of Justice (DOJ).
The primary complaint accuses Chalmers of estafa under Article 315(2)(a) of the Revised Penal Code, with other deceits under Article 318 as an alternative charge.
Celsius alleged that Chalmers concealed Sodor's lack of financial capacity to pay for the shares and its alleged lack of intention to either settle the payment or relinquish the shares if it failed to do so.
The company said it would not have proceeded with the transaction had it known of Sodor's alleged financial limitations and intentions.
Under an agreement dated March 17, 2023, MHL agreed to sell 60% of MMCI to Sodor, represented by Chalmers, for ₱300 million, or approximately US$5 million.
MMCI previously was wholly owned by MHL and holds rights to the Maalinao-Caigutan-Biyog (MCB) Copper-Gold Project. Philippine law requires the company to be at least 60% Filipino-owned before a Mineral Production Sharing Agreement (MPSA) can be issued.
The shares were issued to Sodor on account, subject to an agreement requiring the company to relinquish them if payment was not made by the agreed deadline.
The original payment deadline of March 17, 2025, was later extended to February 16, 2026.
However, Celsius said Sodor failed to pay within the extended period, refused to relinquish the shares and continued exercising its shareholder rights.
In an earlier disclosure dated August 27, Celsius said Sodor attempted to pay the ₱300 million around 30 days after the deadline. Sodor subsequently deposited the amount with the Office of the Clerk of Court and filed a consignation application before the Regional Trial Court in Mariveles, Bataan, seeking an order requiring MHL to accept the payment.
The case remains pending.
Celsius said the latest complaint is part of its efforts to protect its shareholder interests and address issues affecting MMCI's governance and the development of the MCB Copper-Gold Project.
The company also reported developments in its other legal actions involving lawyer Julito “Sarge” Sarmiento, its former executive chair.
According to Celsius, its Anti-Dummy Law complaint against Sarmiento before the DOJ has been assigned an evaluation docket number and is undergoing case build-up, with additional supporting documents submitted.
A separate disbarment complaint against Sarmiento and other lawyers and partners of Sarmiento Loriega Law remains pending before the Supreme Court.
Meanwhile, Celsius said the Securities and Exchange Commission (SEC) has directed both parties in a separate case involving access to MMCI's corporate records to submit their respective position papers by October 17, 2026, before the commission resolves the matter.
Celsius reiterated its commitment to developing the MCB Project in partnership with the Balatoc Indigenous Cultural Community and other local stakeholders.
