Celsius Resources shareholders have approved the sale of the company’s 95% interest in Namibia’s Opuwo cobalt-copper project to China’s Chinalco for US$15 million, clearing one of the conditions required for the transaction to proceed.
Celsius announced the result after its general meeting on 9 September 2026, where shareholders voted on the proposed disposal to Chinalco (Xiong’an) Mining Corporation Limited, a subsidiary of the Chinese state-owned Aluminium Corporation of China. The shareholder vote was a specific condition of the transaction because the disposal represents a fundamental change of business under AIM rules.
The approval follows the binding share sale agreement announced on 30 June under which Celsius agreed to dispose of its interest in the Opuwo project, located in Namibia’s Kunene Region.
The transaction involves Celsius’s wholly owned subsidiary, Opuwo Cobalt Pty Ltd, selling its 95% interest in Opuwo Cobalt Holdings (Pty) Ltd, together with an intercompany loan, for total cash consideration of US$15 million, equivalent to about A$21.7 million when the agreement was announced.
Shareholder approval does not mean ownership of Opuwo has already transferred to Chinalco.
The June agreement made completion subject to several conditions in addition to the shareholder vote, including renewal of the project’s Exclusive Prospecting Licence and Environmental Clearance Certificate, approvals from the Namibian Competition Commission and Bank of Namibia, regulatory clearances in China and waiver of pre-emptive rights held by the 5% minority shareholder in Opuwo Cobalt Holdings.
The agreement gives the parties until 29 December 2026 to satisfy the conditions required for completion.
While the conditions are being addressed, Chinalco has committed at least US$1 million to work on Opuwo.
Of this, US$750,000 is earmarked for exploration and US$250,000 for metallurgical test work. Celsius described the commitment as non-refundable and said the work would also support the project’s licence renewal process.
The funding allows technical work on Opuwo to continue while the transaction moves towards completion.
Opuwo has a Mineral Resource Estimate of 225.5 million tonnes grading 0.12% cobalt, 0.43% copper and 0.54% zinc, containing approximately 259,000 tonnes of cobalt and 970,000 tonnes of copper.
The resource comprises 45.3 million tonnes at 0.11% cobalt, 0.44% copper and 0.51% zinc in the Indicated category, together with 180.2 million tonnes at 0.12% cobalt, 0.43% copper and 0.55% zinc classified as Inferred.
Celsius describes Opuwo as a large-scale advanced cobalt-copper exploration and development project in north-western Namibia.
The company said when announcing the agreement that disposing of Opuwo would allow it to concentrate more heavily on its copper-gold portfolio in the Philippines while providing a significant source of near-term funding.
The 9 September shareholder vote therefore removes a significant transaction condition. However, the US$15 million sale should still be described as approved rather than completed until the remaining regulatory, licence and transaction conditions have been satisfied and the transfer closes.
