Home - Court dismisses Adamus Australia injunction over Ghana shares

The Commercial Division of the High Court in Accra, presided over by Justice Doris Dabanka Awuah-Bekoe, has dismissed an application for an interlocutory injunction filed by Australian-based Adamus Resources (PTY) Limited, a company said to be affiliated with Paul List.

The application sought to restrain Angela List, Nguvu Mining Limited and Adamus Resources Limited (Adamus Ghana) from transferring 90 per cent of the shares allegedly held by the Australian company in Adamus Ghana.

In February 2025, Adamus Australia, acting at the direction of its sole director, Alan Morrison, filed a lawsuit claiming ownership of the 90 per cent shares in Adamus Ghana Limited. It also asked the court to set aside the acquisition of the shares by Nguvu Mining Limited.

The company subsequently filed an application for an interlocutory injunction to prevent Angela List, Nguvu Mining Limited and their agents, servants and assigns from disposing of, mortgaging or transferring the shares it claimed to own.

Adamus Australia argued that it was registered as the 90 per cent shareholder of Adamus Ghana until November 2022, when the shares were transferred to Nguvu Mining Limited under an agreement allegedly executed without the consent of its board of directors.

Its lawyers, Minkah Premo, Osei-Bonsu and Co, argued that the deed of transfer should have been signed by a director of the company, Alan Morrison, rather than its shareholder or a person authorised by the shareholder.

The company therefore described the transfer as fraudulent and asked the court to set it aside. It also sought to restrain Angela List, Nguvu Mining Limited and Adamus Ghana from dealing with the disputed shares.

Defendants challenge company's capacity to sue

In response, the defendants, Angela List, Nguvu Mining Limited and Adamus Ghana, described the action as frivolous, vexatious and brought in bad faith.

Their lawyers, Dame & Partners, argued that the applicant had failed to satisfy the legal requirements for the granting of an interlocutory injunction.

They further accused Alan Morrison and Adamus Australia of concealing material facts from the court, arguing that the evidence showed Angela List was the ultimate beneficial owner of Nguvu Holdings Limited, Nguvu Mining Limited, Adamus Australia and Adamus Ghana.

According to the defendants, neither Alan Morrison nor any other person had the legal capacity to challenge the transfer of the shares, which they said had been authorised by the company's shareholder.

The defendants also presented documents showing that Moses Bosompem, who executed the deed of transfer on behalf of Adamus Australia, was a duly appointed director of the company at the time.

They further argued that the Office of the Registrar of Companies, the Minerals Commission and the Minister for Lands and Natural Resources had exercised their respective powers and issued a no-objection to the change in ownership and control after reviewing the relevant documents.

The defendants explained that the November 2022 transaction was part of a business restructuring exercise intended to streamline companies under the ultimate beneficial ownership of Angela List.

They maintained that Adamus Australia, whose shareholder is Nguvu Holding Limited, is beneficially owned by Angela List through Notre Dame Investments Limited, which she also owns.

Under the arrangement, Adamus Australia's shares in Adamus Ghana were transferred to Nguvu Mining Limited, which is also owned by Angela List.

Adamus Ghana also challenged Alan Morrison's capacity, as sole director and a non-shareholder of Adamus Australia, to institute legal proceedings in Ghana without a supporting company resolution.

The defendants relied on Section 198E of Australia's Corporations Act and provisions of Ghana's Companies Act to argue that the action could not properly be instituted without the required authorisation from the shareholders or a duly constituted board.

Court dismisses injunction application

In addressing the issue of Alan Morrison's authority to institute the action on behalf of Adamus Australia, the High Court questioned whether he had any legal or beneficial interest in the company and whether he could independently bring the suit against the defendants.

The court stated:

“The question is, as a director, has he got any legal or beneficial interest in the company.

“Again, can he alone, as a director, bring the suit against the Defendants? The Defendants challenge this position and even to the extent that by the Companies Act of Australia, a sole director cannot embark on such a mission.”

The court subsequently ruled that the applicant had failed to establish the conditions required for the granting of an interlocutory injunction.

“The Court is of the opinion that the conditions precedent for the grant of interlocutory injunction have not been met by the Applicant. Consequently, the Court finds the Application meritless and hereby dismisses same,” the ruling stated.

The decision is another setback for Adamus Australia, its sole director, Alan Morrison, and Paul List, who have been involved in a prolonged legal dispute over the acquisition of the 90 per cent shares in Adamus Ghana by Nguvu Mining Limited, owned by Angela List.

In an earlier ruling delivered on July 30, 2025, the Commercial Court ordered Adamus Australia to pay the cedi equivalent of US$50,000 as security for legal costs to be incurred by Adamus Ghana, Angela List and Nguvu Mining Limited within 21 days.

The court also stayed proceedings in the substantive suit until Adamus Australia paid the amount and provided evidence of payment.

The latest ruling dismisses the application for an interlocutory injunction, while the substantive ownership dispute remains a separate matter before the court.

It remains to be seen what further legal steps Adamus Australia, Alan Morrison and Paul List will take in the dispute.