Celsius files estafa complaint vs Sodor president over P300M mining shares
Celsius Resources Limited and its wholly owned subsidiary, Makilala Holding Limited (MHL), have filed a criminal complaint against Sodor Inc. president Erika Chalmers over a disputed P300-million share acquisition in Makilala Mining Company Inc. (MMCI).
In an Australian Securities Exchange (ASX) and London Alternative Investment Market (AIM) disclosure dated 8 October 2026, Celsius said it filed the complaint before the Office of the City Prosecutor of Pasig City.
The companies accused Chalmers of estafa under Article 315(2)(a) of the Revised Penal Code, with other deceits under Article 318 cited as an alternative offense.
Celsius alleged that Chalmers concealed Sodor's inability to finance the acquisition and never intended to pay for the shares or surrender them if payment was not made.
The dispute stems from a 17 March 2023 agreement under which MHL agreed to transfer a 60 percent stake in MMCI to Sodor for P300 million.
The arrangement was intended to comply with Philippine ownership requirements for the Maalinao-Caigutan-Biyog Copper-Gold Project, which operates under a Mineral Production Sharing Agreement.
Under the agreement, Sodor was required to surrender the shares if it failed to complete payment by the deadline, initially set for 17 March 2025 and later extended to 16 February 2026.
Celsius claimed Sodor failed to meet the extended deadline but continued exercising shareholder rights without relinquishing the shares.
In an earlier disclosure, Celsius acknowledged that Sodor subsequently attempted to pay the P300 million, approximately 30 days after the deadline.
Sodor later 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 civil dispute remains pending.
Celsius has also pursued separate legal proceedings against former executive chairman Julito “Sarge” Sarmiento, including an Anti-Dummy Law complaint before the Department of Justice.
A disbarment complaint involving Sarmiento and other lawyers from Sarmiento Loriega Law is likewise pending before the Supreme Court.
The latest criminal complaint adds to the ongoing legal disputes surrounding MMCI's ownership and governance, with potential implications for the development of the MCB Copper-Gold Project.
The allegations against Chalmers have not been established in court, and the filing of the complaint does not constitute a finding of criminal liability.