Court orders new IMC to take over operations of Adamus Ghana Limited

An Accra High Court has ordered a five-member Interim Management Committee (IMC) to take over the operations of Adamus Ghana Limited.

Adamus Resources Limited is 90% owned by Adamus Australia while the government of Ghana owns the remaining 10% shares.

Nguvu Mining Limited registered in Mauritius and ultimately own 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 the details of the case.

The Defendants to the case argued that Moses Kobina Bosompem had 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.

The case commenced after Allan Morrison and Adamus Australia published the 22nd November 2022 judgment of the Supreme Court of Western Australia against Angela List in Ghana announcing that she had been removed as a director of the Company, following an Emergency General Meeting sanctioned by him.

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 a five-member Interim Management Committee (IMC) to direct the management 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 5th 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 appointment 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 a 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 get familiarized 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 concerns before the Court by filing several Applications for Interlocutory Injunctions to ensure that gold mined by the Company is directed by members of the IMC for all revenue to be accounted for while members of the board remained restrained.

Surprisingly, on January 16, 2024 Angela List on behalf of her Company Nguvu Mining Limited, wrote to the Attorney General of Ghana to make a 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 22nd 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.