Mining dispute tied to Kalinga project referred to NBI

Possible violations of Philippine law arising from a dispute over the MCB Copper-Gold Project in Kalinga have been referred to the National Bureau of Investigation.

The Securities and Exchange Commission disclosed the referral in a 1 September letter to a Celsius Resources shareholder.

The referral covers possible violations of the Anti-Dummy Law and other issues involving transactions, corporate arrangements and the identities of people and entities linked to the dispute.

The SEC also acknowledged concerns involving foreign investment protection, corporate integrity and the rule of law.

The referral does not establish that any offense has been committed. That will be determined through the appropriate investigative and legal processes.

The dispute intensified after Equinaire Holdings Limited moved to foreclose on Makilala Holding Limited’s 40 percent interest in Makilala Mining Company Inc., or MMCI, which holds the MCB Copper-Gold Project.

Equinaire, a wholly owned subsidiary of India-listed Kiri Industries Limited, submitted a US$5.01 million credit bid during an 8 September auction after no competing bid was received.

It was declared the winning bidder, according to Celsius Resources Limited’s 9 September market announcement.

The foreclosure forms part of overlapping corporate, financing and legal disputes involving Celsius, Makilala Holding Limited, Sodor Inc., Sarge Sarmiento, Equinaire, Kiri Industries and SL Law.

The original dispute centers on the shareholding, governance and control of MMCI.

Celsius and Makilala Holding Limited are contesting arrangements involving Sodor and PMR Holding Corp., including a notice of relinquishment requiring Sodor to return its MMCI shares.

Sarmiento has been associated with Sodor and disputed corporate actions involving MMCI. SL Law and lawyers connected with the firm have also acted in matters involving Sodor, PMR, Kiri, MMCI and contested changes in the company’s governance and control.

Equinaire became involved after acquiring rights to a US$10 million secured loan originally extended to MMCI by the Maharlika Investment Corporation.

The assignment included securities attached to the loan, including Makilala Holding Limited’s 40 percent interest in MMCI.

The disputes became directly linked after Equinaire cited Makilala Holding Limited’s notice of relinquishment to Sodor as one of the alleged events of default under the loan agreement.

Corporate actions already being challenged in the Celsius-Sodor dispute are therefore being cited to support a separate foreclosure process that could substantially alter ownership and control of MMCI.

Kiri has described the loan acquisition as a “precursor transaction” supporting a proposed preferential copper offtake arrangement.

Celsius disputes that a valid and continuing event of default occurred and is challenging Equinaire’s entitlement to foreclose.

Makilala Holding Limited attended the auction and recorded its position that the result remains subject to pending arbitration.

Equinaire’s winning bid establishes the auction result but does not finally settle its legal entitlement to the shares.

Celsius shareholders have also raised concerns with Philippine authorities, arguing that they funded exploration, permitting and development work that helped create the project’s current value but could lose a substantial interest through enforcement action based partly on disputed events.

The dispute is unfolding as the government implements Executive Order No. 122, which establishes a national framework for developing the country’s critical minerals industry.

The policy seeks to encourage responsible investment, improve competitiveness and expand value-added mineral processing.