Australian-listed Celsius Resources Ltd. has filed a criminal complaint before the Department of Justice (DoJ) against its former executive chairman, accusing him of helping design a nominee arrangement to give foreign investors control over a Philippine mining entity.

The complaint alleges that attorney Julito “Sarge” R. Sarmiento violated Section 2-A of Commonwealth Act No. 108, known as the Anti-Dummy Law, which penalizes individuals who knowingly aid or abet prohibited ownership structures.

Violations carry a penalty of five to 15 years in prison.

The case centers on a 17 January email sent from Sarmiento’s account at Sarmiento Loriega Law Office, where he is founding and co-managing partner.

The email, sent to executives of India’s Kiri Industries Ltd. and a director of Makilala Mining Company Inc., outlined a proposed holding company that would create special project vehicles across various sectors, including mining.

According to the complaint, the email cited that for entities requiring 60 percent Filipino ownership, the majority stake “will be held by trusted Filipinos (e.g., our SL Law Partners)” who would sign deeds of trust and undated deeds of assignment, allowing foreign clients to maintain full control.

Celsius described the arrangement as a direct violation of the Anti-Dummy Law, citing Supreme Court rulings that require the 60 percent Filipino ownership threshold to include actual beneficial ownership and voting rights rather than mere legal title.

The holding company was registered with the Securities and Exchange Commission on 5 June.

Corporate records cited in the filing indicate the firm is 99.9998 percent owned by a Singaporean entity, with Sarmiento listed among its three incorporators and directors.

Celsius holds a 40 percent stake in MMCI, which is developing the MCB copper-gold project in Kalinga province.

The company claimed its investment was put at risk following an 20 April stockholders’ meeting where all five board seats were declared vacant and Sarmiento was reinstalled as chairman and president as a nominee of the majority shareholder.

Celsius added that the board was subsequently filled with lawyers from Sarmiento’s law firm, corporate records were moved to the firm’s premises, and Celsius was restricted from accessing company records — an issue it has raised with the SEC.