The ownership battle over the MCB Copper-Gold Project in Kalinga has intensified after Equinaire Holdings Limited won an auction to foreclose on Makilala Holding Limited’s 40% interest in Makilala Mining Company Inc. (MMCI), which holds the mining project.
Equinaire, a wholly owned subsidiary of India-listed Kiri Industries Limited, submitted a US$5.01 million credit bid during the September 8 auction. With no competing bids, it was declared the winning bidder, according to Celsius Resources Limited’s September 9 market announcement.
However, the auction result does not finally settle Equinaire’s legal entitlement to the shares.
Makilala Holding Limited attended the auction and maintained that the outcome remains subject to pending arbitration. Celsius Resources has also disputed the validity of the alleged default that Equinaire relied on to initiate the foreclosure.
The foreclosure stems from Equinaire’s acquisition of rights to a US$10 million secured loan originally extended to MMCI by Maharlika Investment Corporation (MIC). The loan came with securities that included MHL’s 40% interest in MMCI.
Equinaire cited MHL’s Notice of Relinquishment to Sodor Inc. as one of the alleged Events of Default under the loan agreement.
The notice is part of a separate corporate dispute involving Celsius, MHL, Sodor and PMR Holding Corp. over the ownership, governance and control of MMCI. Sarge Sarmiento has also been associated with Sodor and the disputed corporate actions.
The overlapping disputes have also involved Kiri Industries and SL Law in matters concerning Sodor, PMR, Kiri and MMCI.
Kiri has described the acquisition of the loan as a “precursor transaction” supporting a proposed preferential copper offtake arrangement, raising questions about whether the foreclosure could have implications beyond debt recovery and potentially affect future access to copper from the MCB Project.
Celsius, meanwhile, maintains that no valid and continuing Event of Default occurred and is challenging Equinaire’s right to foreclose.
The dispute has also drawn the attention of Philippine authorities.
In a September 1 letter to a Celsius shareholder, the Securities and Exchange Commission said allegations involving possible violations of Philippine law had been referred to the National Bureau of Investigation.
The referral includes possible violations of the Anti-Dummy Law and other issues involving the transactions, corporate arrangements and identities of the parties involved.
The SEC also acknowledged concerns involving foreign-investment protection, corporate integrity and the rule of law. The referral, however, does not establish that any violation or offense has occurred.
The dispute comes as the Philippine government seeks to attract more investment into its critical-minerals sector under Executive Order No. 122, which establishes a national framework for developing the industry.
The MCB case could therefore have implications beyond the project itself, particularly for foreign investors evaluating capital-intensive mining projects in the Philippines.
For Celsius shareholders, the foreclosure could mean the potential loss of a substantial project interest after years of exploration, permitting and development work that helped build the project's value.
The legal and arbitration proceedings will determine whether Equinaire can ultimately acquire MHL’s 40% interest and whether the corporate actions and alleged loan default supporting the foreclosure are valid.
The outcome could affect not only control of the MCB Copper-Gold Project but also investor confidence in corporate governance, shareholder protections and secured-lending enforcement in the Philippine mining sector.
