State interest pops up in Adamus mining saga

At last, the court ruling on the setting up of an Interim Management Committee (IMC) to run the operations of Adamus Mining Resources in a bid to protect the country’s interests by tracking the volume of gold exported by the beleaguered management of the company, is out.

The decision to publish the court ruling, has been necessitated by a recent press statement issued on Monday, May 25, 2024, by Adamus Mining Resources headed by Angela List, which claimed there was no enforceable ruling since it did not exist at all.

In the said press statement, Adamus Mining, gave contradicting accounts on the setting of the IMC by claiming that the said IMC as ordered by the high court on July 27, 2023, has been appealed only to state again that there are no such records at the High Court as ordered by the court.

“But it should be noted that the aforementioned ruling is currently under dispute and a request for a stay of execution has been filed to prevent the ruling from taking effect”.

“Adamus Resources appealed against the creation of the IMC and won on the basis that the process for which the IMC was created was not properly done.

The company has further applied for a stay of execution on the creation of the IMC and so until that is decided on by the court, there is no IMC,” one Jonathan Adongo, the Head of Corporate and Legal Affairs for Nguvu Mining and Administration Manager for Adamus Resources told Journalist in the press statement issued and ended up contradicting himself by “Stressing again that, according to official records, the High Court has not authorized or approved any work carried out by the IMC, and the company’s management is still in the hands of the legally employed officers of Adamus Ghana.

But at the heart of this dispute is a legal decision by the High Court of Justice (Commercial Division) on July 27, 2023, ordering an Interim Management Committee to be established to manage the day-to-day affairs of Adamus Resources Ltd (“Adamus IMC”).

Adamus Resources Limited (the Company) is 90% owned by Adamus Australia whilst the government of Ghana owns the remaining 10% shares.

Nguvu Mining Limited, registered in Mauritius and ultimately owned by Angela List claims to have acquired the 90% shares in the Company purportedly from Adamus Australia as depicted by the purported agreement signed on November 7th, 2022 and exhibited by parties in the ongoing case.

The share transfer referred to above purports to make Nguvu Mining Limited the majority shareholder (90%) of Adamus Resources Limited per details of the case.

The Defendants to the case, have argued that Moses Kobina Bosompem, has never lawfully been a director or officer of Adamus Australia at the time he purported to have signed that 7th November 2022 share transfer agreement, which was done two weeks before the Supreme Court of Western Australia delivered its judgment against Angela List.

Angela List the CEO of the Company at the time, brought the case in the Name of Nguvu Mining and the Company before the High Court, Accra (Commercial Division 7) on the 8th of February 2023 to seek injunction reliefs to restrain Allan Morrison, who is the sole director and secretary of Adamus Australia, from holding meetings in his capacity as the 90% majority shareholder representative of the Company.

Lawyers for Allan Morrison, rather successfully secured a restraining order against Angela List and other directors of the Company on the 27th of July 2023, restraining them from having anything to do with the Company until the final determination of the case.

The Court also ordered for a five member Interim Management Committee (IMC) to direct the management staff of the Company. The Ministry of Lands and Natural Resources complied with the orders of the Court to appoint Juliet Osei-Wusu (Mrs) as its representative to the IMC on the 5^th of October 2023. Mr Morrison and Adamus Australia by a resolution dated the 27th of July 2023 appointed David Abini and Isaac Ackun as its representatives to the IMC.

Nguvu Mining refused to make their appointments to the IMC and resorted to challenge meetings called either by the government representative or the Defendant’s representatives.

Following another ruling of the High Court, Commercial Division 7 on the 19th of February 2024, Nguvu Mining Limited, forfeited its rights to appoint a member to the IMC when it refused to do so by the 29th of February 2024 and to have its appointee’s name filed with the Registrar on the 4th of March 2024 as ordered by the Court.

The Acting General Manager (GM) of the Company, also forfeited his appointed to the IMC when he failed to file his appointment with the Registrar of the Commercial Court on the 4th of March 2024.

The IMC held its maiden meeting on the 7th of March 2024 to appoint new lawyers for the Company at the time when no appeal or challenge had been made against the ruling of the 19th of February 2024. The IMC has called on the Acting GM to familiarize themselves with the operations of the Company and to put in place prudent measures for a new direction.

The substantive matter is yet to be heard, and until the final judgment is delivered, the Company will be under the control of the Court-imposed IMC.

However, the Defendants have expressed concern before the Court by filing a number of Applications for Interlocutory Injunctions to ensure that gold mined by the Company are directed by members of the IMC for all revenue to be accounted for while members of the board remain restrained.

Surprisingly, on January 16, 2024, Angela List on behalf of her Company, Nguvu Mining Limited, wrote to the Attorney General of Ghana to request for the AG to intervene in the ongoing litigation, particularly to seek the AG’s advice in respect of the pending applications for injunction before the High Court, though the Government of Ghana is not a party to the suit.

A deputy AG on page 3 of their response dated the 22^nd of January 2024, advised Angela List and Nguvu Mining that the service of an application for an injunction on the Company is NOT an injunction in itself that restrains the Company, though the High Court is yet to deliver its ruling on the pending applications for an injunction.

The court ruling on the setting up of IMC can be found on the penultimate paragraph of page 9 of 10 which states, “Pursuant to the restraining order, this Court makes an order putting in place a five-member Interim Management Committee (IMC) to manage the affairs of the 1st Respondent Company.

Each party shall provide two representatives on the IMC….”