The proposed US$15 million sale of Namibia’s Opuwo Cobalt-Copper Project to Chinese mining group Chinalco is awaiting regulatory approval in Namibia and China after Celsius Resources fulfilled four conditions required to complete the transaction.
Celsius, which is selling its 95% interest in the project, confirmed on 23 October 2026 that it had obtained shareholder approval, renewed the project’s environmental clearance certificate and exclusive prospecting licence, and secured a waiver of pre-emptive rights from the minority shareholder.
The developments mark progress in the transaction first announced on 30 June 2026, although the acquisition cannot be completed until the Namibian Competition Commission and the Bank of Namibia have granted the necessary approvals.
Chinese authorities must also approve the transaction, which involves Chinalco (Xiong’an) Mining Corporation Limited, a subsidiary of the Aluminum Corporation of China.
The transaction involves the sale of Celsius’ 95% interest in Opuwo Cobalt Holdings (Proprietary) Limited, together with an intercompany loan, through its wholly owned subsidiary Opuwo Cobalt Pty Ltd.
The agreed cash consideration is US$15 million.
According to Celsius, the outstanding approvals in China include clearance from the National Development and Reform Commission, the Ministry of Commerce and the Bureau of Foreign Exchange Administration.
In Namibia, the transaction requires approval from the Competition Commission, while the Bank of Namibia must provide the necessary exchange-control clearance.
The company has not provided a completion date for the transaction, which remains dependent on the outstanding approvals and other contractual requirements.
Among the conditions already satisfied is shareholder approval required under Rule 15 of the AIM Rules for Companies, which govern certain transactions undertaken by companies listed on London’s Alternative Investment Market.
The waiver of pre-emptive rights by the shareholder holding the remaining 5% interest in Opuwo Cobalt Holdings also removes a condition that had to be satisfied before the sale could proceed.
The renewal of the environmental clearance certificate and exclusive prospecting licence represents further progress towards completing the transaction.
However, the company has not disclosed the validity periods of the renewed authorisations in its latest announcement.
Apart from regulatory approvals, the transaction remains subject to the warranties provided under the agreement remaining true and correct, and there being no material adverse effect before completion.
Celsius said completing the sale would allow it to increase its focus on its portfolio of copper-gold projects in the Philippines.
The company also expects the transaction to provide a material source of near-term funding for its activities.
The proposed disposal therefore forms part of Celsius’ strategy to redirect its attention and financial resources towards its Philippine operations.
The announcement comes as the company continues to deal with several legal matters in the Philippines involving its subsidiary Makilala Holding Limited and Makilala Mining Company.
Celsius disclosed that it and Makilala Holding Limited had filed a criminal complaint against Erika I. Chalmers, president of Sodor Inc., relating to the acquisition of shares in Makilala Mining Company.
The complaint includes allegations of Estafa, an offence under Philippine law, and an alternative complaint concerning other deceits.
According to Celsius, the City Prosecutor of Pasig City directed that preliminary investigations be conducted on 22 and 29 October 2026.
The company also reported that it had filed a complaint with the Philippine Securities and Exchange Commission over restrictions on access to Makilala Mining Company’s corporate records.
Both parties have submitted their position papers and are awaiting a decision from the commission.
