ADAMUS RESOURCES LTD. & ANOTHER vs ALLAN MORRISON & ANOTHER
July 27, 2023
HIGH COURT
GHANA
CORAM
- HER LADYSHIP, JANE HARRIET AKWELEY QUAYE (MRS.)
Areas of Law
- Corporate Law
- Civil Procedure
July 27, 2023
HIGH COURT
GHANA
CORAM
Try asking the following...
By their motion filed on the 30th of March 2023, the Defendants/Applicants (hereinafter referred to simply as Defendants) are seeking Interlocutory orders:
1. restraining the Plaintiffs/Respondents from holding Angela List out as a Director and/or Chief Executive Officer of the 1st Plaintiff pending the determination of this suit.
2. restraining the 2nd Plaintiff/Respondent and its Directors from taking any steps to hold any meeting for and on behalf of the 1st Plaintiff Company purporting to be Shareholders meeting or Emergency General Meeting and/or to take any decision or action for and on behalf of the 1st Plaintiff purporting to be registered as controller of 1st Plaintiff.
3. restraining the 1st Plaintiff and its officers from acting on or continuing to act on any resolutions passed or yet to be passed by the 2nd Plaintiff/Respondent for and on behalf of the Shareholders of 1st Plaintiff; including altering the corporate records of 1st Plaintiff with the Registrar of Companies and/or the Minerals Commission of Ghana.
4. restraining the 1st Plaintiff from acting further on the resolutions purportedly appointing Dr. Anthony Aubynn, Mr. Joseph Owusu-Ansah and Rebecca Christabel Donkor as Directors of the Company pending the determination of this suit;
5. restraining the 1st Plaintiff from allowing Dr. Anthony Aubynn, Mr. Joseph Owusu-Ansah and Rebecca Christabel Donkor from holding or attending any Board of Directors meetings of the 1st Plaintiff or continuing to act on any past Board resolutions for and on behalf of the 1st Plaintiff either by commencing performance or continuing to perform any obligation with any persons or institutions including Liebherr-Mining Equipment Colmar SAS pending the determination of this suit;
6. restraining Mr Sarpong Odame from holding himself out as Secretary of the 1st Plaintiff Company pending the determination of this suit;
7. restraining the Defendants/Respondents from taking any actions to cause the Registrar of Companies Ghana to receive, accept or act on any resolutions made by Angela List, Dr. Anthony Aubynn, Mr. Joseph Owusu-Ansah and Rebecca Christabel Donkor on behalf of the 1st Plaintiff requesting to make any changes to the shareholding or Directorship of the 1st Plaintiff Company pending the determination of this suit;
8. restraining the 1st Plaintiff from allowing Angela List, Dr. Anthony Aubynn, Mr. Joseph Owusu-Ansah and Rebecca Christabel Donkor and any third party appointed by them pur
AI Generated Summary
Facing a contested struggle for control of a Ghanaian mining company, the High Court, per Her Ladyship Jane Harriet Akweley Quaye (Mrs.), addressed allegations that Angela List and associates reconstituted the 1st Plaintiffs board, transferred Adamus Resources Pty Ltds 90% shareholding to Nguvu Mining Limited, and used those acts to alter the Registrar of Companies records and secure Minerals Commission and ministerial approvals. The Defendants, including Allan Roy Morrison and Paul List, maintained that appointments and EGMs were irregular, that a deed of transfer dated 7 November 2022 was fraudulent, and that corporate actions were undertaken without notice to the majority shareholder. Applying Ghanaian injunction principles, validating the Applicants Power of Attorney, and recognizing serious questions of law under the Companies Act and Minerals and Mining Act, the court restrained the 2nd Plaintiff and named individuals from acting as controllers or directors and established a five-member Interim Management Committee with a Ministry representative to preserve the status quo pending trial.