REG - Celsius Resources Ld - Update on alternative conflict process

Celsius ResourcesAnnouncement

05/05/2026 07:00

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RNS Number : 9039C  Celsius Resources Limited  05 May 2026

ASX/AIM Announcement 5 May 2026

 Update on alternative conflict process

Further to recent announcements, Celsius Resources Limited ("Celsius" or the
"Company") (+ASX, AIM: CLA) wishes to provide further information in relation
to the current alternative conflict processes with respect to Makilala Mining
Company, Inc ("MMCI").

As outlined in Celsius' earlier corporate update, the payment deadline for the
following transactions expired on 16 February 2026:

·    The acquisition by Sodor, Inc. ("Sodor") of a 60% legal ownership in
Makilala Mining Company, Inc. ("MMCI") for consideration of PHP 300 million
(~US$5 million); and

·    The subscription of PMR Holding Corp. ("PMR"), an affiliate of Sodor,
of shares in PDEP Inc. ("PDEP"), the intended mineral processing company for
the MCB Project, for an amount of ~US$38 million (comprising of ~US$43 million
less the PHP 300 million subscription in MMCI by Sodor). 1 

Ahead of this expiry date, Celsius considered a range of alternate transaction
structures and potential replacements for Sodor.

One of the candidates that was initially considered as a replacement for Sodor
was Socialej Inc. ("Socialej"), a Philippine incorporated entity, in which
Celsius' Interim Non-Executive Chair, Mr Peter Hume and former Celsius
Non-Executive Director, Ms Attilenore "Nene" Manero held equity interests.

The board of directors of both Celsius and Socialej declined to progress a
potential transaction due to governance and related party concerns.

Notwithstanding these decisions and without any approval or authority from
either entity, Mr Neil Grimes, an Executive Director of Celsius, issued Sodor
on 16 February 2026 with a notice of relinquishment directing Sodor to
transfer its shares in MMCI to Socialej.

During the alternative conflict resolution processes with Sodor, Celsius has
highlighted that it is not seeking to transfer Sodor's shares in MMCI to
Socialej and that it intends to transfer the shares to a suitably qualified
independent Philippine party.

The Board is currently undertaking an investigation and seeking independent
legal advice in respect of the circumstances giving rise to the issue of the
notice of relinquishment and the potential consequences of such action.

The Board of Celsius has also determined to terminate Mr Neil Grimes'
executive consulting agreement with immediate effect.

The Company intends to keep the market fully informed of any further
developments as its investigation continues, in accordance with its continuous
disclosure obligations.

Whilst Celsius remains of the view that the deadline for payment under the
terms of the transaction agreements with Sodor has expired, it would like to
express its apologies to both Sodor and Socialej for any confusion caused by
the unauthorised actions of Mr Neil Grimes.

 

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014 as it forms part of UK Domestic Law by virtue of the
European Union (Withdrawal) Act 2018.

This announcement has been authorised by the Board of Celsius Resources
Limited.

 

 Celsius Resources Limited
 Bardin Davis - Managing Director  E: info@celsiusresources.com.au (mailto:info@celsiusresources.com.au)

                                   W: www.celsiusresources.com (http://www.celsiusresources.com)
 NWR Communications

 Peter Taylor                      P: +61 412 036 231 (tel:+61%20(0)%20412%20036%20231)

                                   E: peter@nwrcommunications.com.au (mailto:peter@nwrcommunications.com.au)

 Zeus Capital Limited

 (Nominated Adviser)               P: +44 (0) 20 3 829 5000

 James Joyce / James Bavister

 (Broking)

 Harry Ansell

 

Forward-Looking Statements

This announcement contains forward-looking information and prospective
financial material, which is predictive in nature and may be affected by
inaccurate assumptions or by known or unknown risks and uncertainties and may
differ materially from results ultimately achieved. Such forward-looking
statements are expectations or beliefs of the Company based on information
currently available to it.

 1  See 13 April 2026 ASX / AIM Announcement - Corporate Update.

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