AUSTRALIA-BASED Celsius Resources Limited is mounting further legal action to prevent the planned September 8 auction of its 40 percent interest in Makilala Mining Company Inc. (MMCI), its local subsidiary.
MMCI’s operations in the Philippines are centered on the early development and pre-construction stages of its flagship Maalinao-Caigutan-Biyog (MCB) Copper-Gold Project in Kalinga province.
The company is currently entangled in a legal dispute with Equinaire Holdings Limited over a loan and security agreement, which is moving toward arbitration.
Celsius said it will file a Motion for Reconsideration after the Regional Trial Court in Makati denied its petition seeking interim protection against foreclosure of the Omnibus Loan and Security Agreement (Olsa) and disposition of its MMCI interest.
In a statement, Celcius said that the court’s denial did not rule that a default had occurred or that Equinaire is legally entitled to foreclose on Celsius’ stake. On the other hand, the court did say the substantive issues remain disputed and should be resolved through arbitration.
The dispute stems from the purported assignment of the Olsa from Maharlika Investment Corporation (MIC) to Equinaire Holdings Limited, a wholly owned subsidiary of Kiri Industries Limited. Equinaire subsequently issued notices asserting events of default and seeking enforcement of security over Celsius subsidiary Makilala Holding Limited’s 40 percent interest in MMCI.
Equinaire has cited several alleged defaults, including the Notice of Relinquishment issued by Makilala Holding Limited to Sodor Inc., certain information-security incidents involving MMCI, and MHL’s efforts to obtain a Temporary Order of Protection from the Makati court.
Celsius has rejected the allegations, maintaining that no Event of Default occurred or continues under the OLSA. It also disputes Equinaire’s capacity to initiate foreclosure proceedings and sell MHL’s interest in MMCI, arguing that the alleged defaults do not satisfy contractual conditions required before enforcement rights can be exercised.
The legal dispute intensified after a Temporary Order of Protection previously granted by the Makati court was lifted following Equinaire’s payment of a P201-million counterbond.
Equinaire then issued a Notice of Resumption of Foreclosure and a Notice of Disposition declaring its intention to proceed with a public auction of MHL’s 40 percent interest in MMCI on September 8, 2026.
MHL subsequently petitioned the court for interim measures of protection seeking to prevent foreclosure or disposition of its MMCI interest until the conclusion of arbitration. The court denied the petition, finding that MHL had not sufficiently established irreparable injury because the potential loss from foreclosure was primarily economic and could be addressed through arbitration.
Importantly, the court expressly stated that its ruling was not a determination that an Event of Default occurred, that any alleged default was incurable, or that Equinaire is entitled to foreclose. It also recognised that the interpretation of the Olsa, the alleged defaults, and Equinaire’s enforcement rights remain open for determination by an arbitral tribunal.
Celsius said it intends to file its Motion for Reconsideration by the end of this week. If the motion is denied, MHL intends to appeal to the Court of Appeals.
At the same time, Celsius is revising its Notice of Arbitration to commence proceedings where the merits of the dispute-including the validity of the alleged defaults and Equinaire’s enforcement rights-can be fully determined.
The company also pointed to a potentially significant procedural hurdle facing any immediate transfer of the MMCI shares following an auction. Celsius said any successful buyer would need to obtain a Certificate Authorizing Registration, or tax clearance, from the Bureau of Internal Revenue before the transfer could be registered with the Securities and Exchange Commission. According to Celsius, the BIR tax-clearance process typically takes at least 27 working days, or approximately six to eight weeks. The company said this could provide additional time for it to pursue court remedies, including reconsideration and a possible appeal, as well as seek interim relief through arbitration.
For the Philippine mining sector, the dispute draws renewed attention to the ownership and financing arrangements surrounding MMCI, which holds the interests in the Maalinao-Caigutan-Biyog (MCB) Copper-Gold Project in Kalinga. Celsius maintains that the substantive dispute remains unresolved and that the ultimate validity of any foreclosure is a matter for arbitration.