Adamus Resources Limited and Nguvu Mining Limited file stay of execution

Adamus Resources Limited and Nguvu Mining Limited have filed a motion for an order for a Stay of Execution at an Accra High Court pending an appeal at the Court of Appeal against its ruling dated July 27, 2023.

The High Court restrained Angela List, Joseph Owusu-Ansah, and Dr. Anthony Aubynn from holding themselves out as Directors of Adamus Resources Limited.

The Court also restrained Odame Sarpong from holding himself out as secretary of the Company.

The Plaintiffs earlier filed a suit to restrain Adamus Resources Pty Ltd, a Company

registered in Western Australia, the 90 percent shareholder of Adamus Ghana, and Allan Morrison, the sole Director of Adamus Australia from using the November 22, 2022, judgment obtained from the Supreme Court of Western Australia against Angela List to challenge unlawful appointments she had made to the board of Adamus Ghana.

The motion said the Court ought to grant an order staying the execution of its injunction ruling delivered on July 27, 2023, because there were exceptional circumstances that warranted the grant of the application.

It said the ruling of the Court, which was the subject of Appeal, had placed the existence of Adamus Resources Limited at serious risk as it had been placed in the management of persons who have no interest or right in Adamus Resources Limited.

It said the Applicants’ claims in the present action was that although the first Respondent

had not been appointed as a Director of Adamus Resources Limited, he had continuously sought to interfere with the management of Adamus Resources Limited by holding himself out as a Director and convening Board meetings and extraordinary general meetings.

The motion said on March 30, 2023, the Respondents filed an application for an order of interlocutory injunction seeking to, among others, restrain the de jure directors and the Company Secretary of the Adamus Resources Limited from performing their respective duties in the Adamus Resources Limited.

The Respondents sought an order for the appointment of a management committee headed by one Isaac Ackun and two other management staff appointed by him to “report to the Board of Adamus Resources Limited as constituted by the Defendants/Applicants following the February 3, 2023, Emergency General Meeting of the Adamus Resources Limited appointing Mr. Jeremy List as the Second Director with Mr. Paul List.

It said the applicants had applied for a copy of the ruling but were yet to be provided with a copy and on receipt of the ruling, the applicants would file a supplementary affidavit in support of the application and exhibit the same.

The motion said aggrieved by the ruling, the applicants filed a Notice of Appeal on July 31, 2023, and there were several exceptional circumstances, which required the Court to stay the execution of the ruling, pending the determination of the applicants’ appeal.

It said the applicants would suffer irreparable damage and great hardship if the execution of the ruling was not stayed because the ruling had essentially crippled the operations of the Adamus Resources Limited and handed over its management to third parties, who have no interest in the Adamus Resources Limited and have not been lawfully appointed as officers of the Adamus Resources Limited.

The motion said that if the execution of the ruling was not stayed, Adamus Resources Limited risked facing regulatory compliance issues with the Registrar of Companies and the Minerals Commission as it had currently been deprived of its Directors and its Company Secretary, in flagrant violation of the Companies Act, 2019 (Act 992).

It said the applicants’ appeal raised serious questions of law to be determined by the Court of Appeal.

The Applicants intend to file additional grounds of appeal on receipt of the full ruling of the Court, however, the appeal borders on questions of the extent to which the Courts may intervene in the administration of the affairs of a company. 

It said if the Court did not stay the execution of the ruling, the continuity in the administration of Adamus Resources Limited would be threatened, and the applicants stand to suffer the most if the execution of the ruling was not stayed.

It said considering that Adamus Resources Limited operated in the mining industry (one of the most regulated industries in Ghana), this sudden interruption in the management of the Adamus Resources Limited had the propensity to adversely affect its business and lower the confidence of its regulators, investors, and business partners in the viability of the business.