Adamus Resources Pty (Adamus Australia) has said it never sold, and neither did it transfer its 90% shares in Adamus Ghana to Nguvu Mining Limited.
It is, therefore, in the interest of investment in Ghana and particularly in the mining sector that this matter be thoroughly and fairly investigated to understand how the ownership of the 90% shares suddenly changed from Adamus Australia to Nguvu Mining Limited, for justice to prevail.
The mining company was responding to a press statement by the Ministry of Lands and Natural Resources (the Ministry) on the current state of affairs relating to the suit N° CM/OCC/0279/2023, Adamus Resources Limited and Nguvu mining Limited Vs. Allan Morrisson and Adamus Resources (Pty) Limited.
It described as unfortunate the Ministry’s claim that, the company is impeding the formation of Interim Management Committee (IMC).
“The press release by the Ministry is very unfortunate and has been made in utter bad faith” it said in a rejoinder.
It added that, Adamus Australia shall continue to use and trust the court process to ventilate all its grievance.
Below is the rejoinder
Re: Response to the press release issued by the Ministry of Lands and Natural Resources on 27th June 2024 in respect of Adamus Resources Limited (Adamus Ghana)
The attention of Adamus Resources (Pty) Limited (Adamus Australia) has been drawn to a press release dated 27th June 2024 by the Ghanaian Ministry of Lands and Natural Resources (the Ministry) on the current state of affairs relating to the suit N° CM/OCC/0279/2023, Adamus Resources Limited and Nguvu mining Limited Vs. Allan Morrisson and Adamus Resources (Pty) Limited.
The Ministry in its release stated amongst others that there is no constituted Interim Management Committee (IMC) and that the pendency of certain applications is hindering the formation of the IMC. The press release by the Ministry is very unfortunate and has been made in utter bad faith.
BACKGROUND:
Angela List and Sarpong Kwaku Odame Esq acted as CEO and board secretary of Adamus Resources Ghana Ltd (Adamus Ghana) to unilaterally appoint Dr. Anthony Aybunn and Mr. Joseph Owusu Ansah to the board of the Company at meetings on the 11th of February 2021 and 17th of June 2021 which they described as Extra Ordinary General Meetings when no shareholder of the Company was informed or in attendance.
Adamus Australia, the owner of 90% of the shares of Adamus Ghana, on the 20th of December 2021, informed the Ministry and the Attorney General of the Republic of Ghana in a letter sent and received by both of them on the 22nd of December 2021, complaining of the irregular appointments of Dr. Anthony Aybunn and Mr. Joseph Owusu Ansah made by Angela List to the board of the Company without any involvement of Adamus Australia or the Government of Ghana who is also the owner of the remaining 10% of the shares in the Company.
On the 28th of December 2021, Allan Morrison, the sole director and secretary of Adamus Australia requisitioned an Extra Ordinary General Meeting for Adamus Ghana, he served notice on the Ministry. Angela List responded to Mr. Morrison on the 29th of December 2021 and claimed falsely that the board of Adamus Australia was made up of three directors, namely; Peter Michael, Kevin Woodthorpe and Allan Morrison, she claimed that all three of them needed to sign a resolution for the Extraordinary General Meeting to be organized by Adamus Ghana.
Unknown to Allan Morrison, in early December of 2021, Angela List, without any lawful authority, purported to have appointed Peter Michael and Kevin Woodthorpe as additional directors of Adamus Australia, just as she had done with Adamus Ghana.
Angela List wrote on the 4th of January 2022 to falsely inform Allan Morrison that he had been removed as director of Adamus Australia at the time he requisitioned the meeting on the 28th of December 2021. She wrote on the 6th of January 2022 to Korsah&Ackah@Law with notices to the Minster of Lands and Natural Resources (“the Minister”) and the Attorney General to falsely claim that she had been given the latest profile of Adamus Australia by Peter Michael and Kevin Woodthorpe which she failed to attach to her letter and claimed that Allan Morrison was purportedly removed as the sole director and secretary of Adamus Australia.
By January 2022, the Minister of Lands and Natural Resources, the Ministry and the Attorney General of Ghana had become fully aware that Adamus Australia had called for an Extra Ordinary General Meeting to remove Angela List as a director of Adamus Ghana. Angela List in her letters dated 4th and 6th January 2022 admitted that Adamus Australia was one of the shareholders of Adamus Ghana but falsely claimed to have removed Allan Morrison as its sole director and secretary.
PROCEEDINGS IN THE SUPREME COURT OF WESTERN AUSTRALIA
The Minister of Lands and Natural Resources was informed in March 2022 by lawyers for Adamus Australia of the fact that Allan Morrison and the Company had sued Peter Michael, Kevin Woodthorpe and Moses Kobena Bossompim, agents of Angela List to challenge their authority to act for and on behalf of Adamus Australia. The case was heard on the 14th of November 2022 before the Supreme Court, Western Australia as Suit No. (2022) WASC 454, judgment was delivered on the 22nd of November 2022 where the Court held that the removal of Allan Morrison as a director as well as the appointments of Peter Michael, Kevin Woodthorpe and Moses Kobena Bossompim as directors of Adamus Australia was invalid.
Adamus Australia through its lawyers immediately furnished the Ministry with the full judgment in Suit No. (2022) WASC 454, but unknown to it, Angela List on the 7th of November 2022 for and on behalf of Nguvu Mining Ltd, a company registered in Mauritius and her agent Moses Kobina Bossompim, he purporting to act for on behalf of Adamus Australia and signed a share transfer agreement purportedly to transfer Adamus Australia 90% shareholding in Adamus Ghana to Nguvu Mining solely owned by Angela List.
On the same day, the 7th November 2022, Angela List wrote for and on behalf of Adamus Ghana to the Minister with notice to the Mineral Commission for the change of the controlling interest in Adamus Ghana to be transfered from Adamus Australia to Nguvu Mining Ltd, her own company.
The Minister had been well informed of the judgment of Supreme Court in Western Australia on the 22nd of November 2022 that Moses Kobena Bossompim had no authority to act for and on behalf of Adamus Australia as was as all the irregular actions by Angela list complained of since 20th December 2021. The Minister nevertheless turned a blind eye to, and signed on the 23rd of December 2022, a transfer of control letter, to change the controlling interest in Adamus Ghana from the name of Adamus Australia to the name of Nguvu Mining Ltd.
On the 28th of December 2022, Adamus Australia requisitioned another Emergency General Meeting to remove Angela List as a director of Adamus Ghana; the Minister was informed and invited to the meeting, but the Ministry failed to attend the meeting on behalf of the Government of Ghana, Angela List was removed as a director of Adamus Ghana.
PROCEEDINGS IN THE HIGH COURT GHANA
Nguvu Mining Ltd acted on the purported change in control based on the Minister’s letter signed on the 23rd of December 2022, to file a Writ of Summons on the 8th of February 2023 before the High Court, Accra (Commercial Division 7) together with Adamus Ghana, obviously under the control of Angela List, seeking to restrain Allan Morrison and Adamus Australia from exercising legitimate control as the majority shareholder of Adamus Ghana.
On the 27th of July 2023, the High Court, Accra (Commercial Division 7) restrained the directors of Adamus Ghana including Angela List from acting as directors and also restrained Sarpong Kwaku Odame Esq. from acting as secretary of the Company. Nguvu Mining Ltd and its directors including Angela List were also restrained from taking any decisions for and on behalf of Adamus Ghana as the new controller and/or conducting any business on behalf of the Company. The management staff were ordered to take instruction from the IMC to continue management of the Company. The Court put in place a five member Interim Management Committee (IMC).
APPOINTMENT OF IMC CHAIR
The Ministry on the 5th of October 2023 appointed Juliet Osei Wusu Esq as chairman to the IMC, the chairman on the 21st of November 2023 sent out notices for the first IMC meeting to be held on the 28th of November 2023 at 10:30AM, Adamus Australia had long appointed David Abini and Isaac Ackun as its representative to the IMC for its meeting but Nguvu Mining Ltd refused to allow its representatives to attend the meeting, it rather caused its lawyers to write to the chairman on the 27th of November 2023 to threaten her to desist from holding the maiden meeting of the IMC.
The Ministry surprisingly on the same day, the 27th of November 2023, wrote a letter claiming to withhold the IMC chairman’s appointment until further notice. It is not true that the Ministry stated in its letter that it had withdrawn the chairman’s appointment. On 19th February 2024, the High Court, Accra (Commercial Division 7) made consequential orders for the IMC to get to work, but Nguvu Mining and Adamus Ghana did not comply and hence have forfeited their two slots on the IMC.
It is therefore false for the Ministry to state in its press release that since it wrote that letter on 27th November 2023 to withhold the chairman’s appointment, it has had no notice of the constitution of the IMC.
ACTS OF BIAS BY THE MINSITRY OF LANDS AND THE ATTORNEY-GENERAL
The Minister on the 12th of January 2024 asked Juliet Osei-Wusu Esq, the chairman of the IMC to call for a meeting for him to meet with them, the Minister initially gave a time for 11AM that day but later changed the time to later that day and he finally did not have the meeting though the invitees had waited all day for him.
Again, on the 16th of January 2024, Angela List wrote to and sought the intervention of the Attorney General of Ghana whose office gave an opinion on the 22nd of January 2024, to Nguvu Mining Ltd to pave the way for the continued shipping of gold produced by Adamus Ghana, in disregard to the pendency of an injunction application. The AG extended his personal complements to Angela List to demonstrate his bias conduct in this matter.
The Ministry and the chairman were later served with a copy of the 19th February 2024 ruling with strict time lines to exclude Nguvu Mining and Adamus Ghana representatives from the IMC where they failed to file names of their appointees by the 1st March 2024 and for the IMC to hold its first meeting on or before the 8th of March 2024. David Abini sent out notices for the meeting to be held on the 7th of March 2024, the chairman and the Ministry were informed, no objection had been raised by either of them, but as usual, the chairman acting under the instructions of the Minister did not attend the meeting at the time the membership of the IMC had been reduced to three.
It is therefore incredulous for the Ministry to feign ignorance as to the existence of the IMC and how the efforts of the IMC have been continually stifled by Angela List and her Nguvu Mining.
Again, we find it very prejudicial for the Ministry in its release to be stating that the ownership of Adamus Ghana is vested in Nguvu Mining with full knowledge that the ownership of the company is the very subject matter of the dispute. The Ministry has at all material times sided with Nguvu Mining in this dispute and this release has again reinforced our belief that the Ministry is biased against our interests.
The Ministry has however chosen to put out its press release though it is well informed that Nguvu Mining Ltd on the 10th of April 2024 filed a notice to withdraw its appeal against the 27th July 2023 injunction orders of the High Court, and have also, on the 6th of June 2024, withdrawn its application for stay of execution of the injunction orders setting up the IMC, filed on the 26th of January 2024.
CONCLUSION
We take this opportunity to emphasize once again that Adamus Australia never sold, and neither did it transfer its 90% shares in Adamus Ghana to Nguvu Mining Limited. It is, therefore, in the interest of investment in Ghana and particularly in the mining sector that this matter be thoroughly and fairly investigated to understand how the ownership of the 90% shares suddenly changed from Adamus Australia to Nguvu Mining Limited, for justice to prevail.
Adamus Australia shall continue to use and trust the court process to ventilate all its grievances. Furthermore, Adamus Australia will stand by the Court Orders and urges all the stakeholders, including the government to respect the rule of law in the interest of the good administration of justice and also in the interest of Adamus Ghana, its workers and the hosting community.
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