Angela LIST Interview
Q. At the time Adamus Ghana was acquired in 2017, Adamus Australia was the majority shareholder, holding 90% of the shares. Correct?
Ans. No. The shareholder as at the time was Endeavour Mining Corporation. A simple search at the Minerals Commission would confirm this.
Q. You and Paul List were the only two directors of Adamus Ghana before January 2021?
Ans. Yes.
Q. You and Paul List were appointed by Adamus Australia the majority shareholder of the Mines to manage its investments as 90% shareholder, correct?
Ans. No. The two of us were appointed by Endeavour Mining.
Q. Under Ghana’s Companies Act, it is the shareholders at General Meetings or Emergency General Meetings who appoint directors to the board of Companies, so Adamus Australia, the 90% shareholder appointed you and Paul as the only two directors in 2017?
Ans. As explained above, our appointment was made by Endeavour Mining Corporation who was the controller of the company and not Adamus Australia.
Q. You and Mr Sarpong Odame signed resolutions dated 11th January 2021 and 17th June 2021, signed by yourself as Board Chair and Mr. Sarpong Odame as Board Secretary, submitted to the Registrar of Companies to appoint Joseph Owusu-Ansah and Dr Anthony Aubynn to the board of Adamus Ghana. Were there any meetings of the shareholders in which Adamus Australia appointed Mr. Owusu-Ansah and Dr. Aubynn as additional directors to Adamus Ghana Board?
Ans. Yes. After the takeover of Adamus Resources Ltd, I had always acted as the shareholder representative of Nguvu Holdings. Thus, as the shareholder representative I indicated that the meeting be called and voted to appoint Mr. Owusu Ansah and Dr. Aubynn as directors.
Q. Tell us, when did the said meeting of the shareholders take place and who were present to appoint Dr. Aubynn and Mr. Owusu-Ansah to the board of Adamus Ghana?
Ans. The extraordinary general meetings occurred in the office of Adamus Resources Limited on the dates indicated on the resolutions. Angela List was present as the shareholder representative of Nguvu Holdings and Sarpong Odame the Secretary was also present. Since this was a shareholder meeting, there was no need to invite Paul List, who was a non-executive director to such a meeting.
Q. Before the meetings to appoint Mr. Owusu-Ansah and Dr. Aubynn as additional directors to Adamus Ghana Board did you and Mr. Sarpong Odame send out invitations to Paul List the only second director to attend the meetings to appoint new persons to the board?
Ans. No. There was no requirement to invite Paul List because he was a non-executive director and not a shareholder of the company as explained above, these meetings were general meetings and not board meetings.
Q. Mr List and Mr Morrison have written to Mr. Sarpong Odame to confirm whether they had been invited to any meeting to appoint Mr. Owusu-Ansah and Dr. Aubynn as additional directors to Adamus Ghana Board, he has refused to respond since January 2021.
Ans. The letter received was in January 2021. Sarpong Odame on receiving the said correspondence responded to the said persons that he had referred the matter to the board for the next course of action. The Board through the Chairperson, Angela List, responded to the letter indicating that the said persons did not have any authority to request for such information as they were not shareholders and did not have the authority of Nguvu Holdings.
Q. Mr. Morrison caused his lawyers to write to you on the 20th of December 2021 in respect of Emergency General Meetings and Board Meetings that never took place and to withdraw false board resolutions dated 11th January 2021 and 17th June 2021, signed by yourself as Board Chair and Mr. Sarpong Odame as Board Secretary submitted to the Registrar of Companies purporting to appoint Joseph Owusu-Ansah and Dr Anthony Aubynn to the board of Adamus Ghana.
Ans. Yes, they wrote to the company. And the company responded to indicate that they had no basis for their assertions and that the said Allan Morrison did not have the authority of Nguvu Holdings, the controller of the company, to requisition the meetings.
Q. The Government of Ghana held 10% of the shares as a nominal party, government is not entitled to payment of dividends, in fact it’s only a formality, by the Mining Act, it does not give government any real ownership role? That is why government never appointed any person to the board of Adamus Ghana.
Ans. That is not correct. Government’s 10% is a free carried interest, which means that they do not have to pay any monies to be able to acquire those shares. However, Government is entitled to receive dividends if the company declares such dividends. We are unable to indicate why Government had not appointed any person to fill its board seat. However, subsequently government appointed Ms. Rebecca Donkor as its representative to the board. You can verify with the Minerals Commission on the status of Government representation on the boards of mining companies.
Q. If as you say in your rejoinder to your dismissal, that Adamus Australia is not the parent company of Adamus Ghana, then why did you unsuccessfully try to remove Mr. Allan Morrison as sole director and secretary of Adamus Australia, the owner of 90% of the shares in Adamus Ghana?
Ans. Endeavour was previously the parent company of Adamus and transferred its interest to Nguvu Holdings. So, the persons who continue to claim that Adamus Australia is the parent company of Adamus Ghana do not have any knowledge on the company, where it has come from, and where it is now. And this immediately exposes their ploy as mischievous and calculated only to cause embarrassment to persons who have worked hard to attain their reputations. As we indicated in our rejoinder, the removal of Allan Morrison was solely based on the fact that he had failed to perform his director duties in filing our tax returns and accounts since he was appointed. Nguvu Holdings wanted to complete the liquidation of Adamus Australia and needed directors who would take their duties seriously.
Q. Your attempt to replace Allan Morrison as sole director and secretary of Adamus Australia with Kevin Woodthorpe, Peter Michael, and George Kobena Bosompem failed and in fact they record with the Australian Securities Investments Commissions show that apart from Allan Morrison, none of your purported appointees have ever been made director or secretary of Adamus Australia since 2017 till date?
Ans. That is not correct. Following the removal of Allan Morrison as director and secretary the records at ASIC were amended to reflect them as directors. The records at the ASIC were also amended to include Moses as a director when it was made. We have all the records to show this. So, it is false that the ASIC records were never amended.
Q. Is it the case that though George Kobena Bosompem has never been lawfully recorded as sole director and secretary of Adamus Australia before, you claim that he without any lawful authorization signed of Adamus Australia 90% shareholding in Adamus Ghana to your Company Nguvu Mining Limited?
Ans. As explained above, Moses was lawfully recorded as a director on ASIC so that argument is neither here nor there.
Q. Where was Nguvu Mining Ltd formed?
Ans. Nguvu Mining Limited was formed as a subsidiary of the ultimate beneficial owner of Nguvu Holdings – Notre Dame Investment Ltd – Angela List – in Mauritius. The company was fully incorporated in August 2022. The incorporation was done as part of a general group restructuring to manage risks and enhance our operations.
Q. Who owns Nguvu mining Limited? Is your company Notre Dame Investments?
Ans. See answer in paragraph 14.
Q. Are you saying that Nguvu Mining Limited has taken over 90% shareholding even though Mr. Morrison has called shareholders meeting and has removed you as director and shareholder of Adamus Ghana?
Ans. As explained, Nguvu Mining, under the restructuring is only replacing Nguvu Holdings as the controller of the Company. Allan Morrison is a director in Adamus Australia which had ceased to be a shareholder of the company since 2012. We would entreat all persons who are interested in the truth to cross check this with the Minerals Commission.
Q. Is Mr. Morrison the present sole director and secretary of Adamus Australia
Ans. Yes. But the company has ceased operations. It just exists in name but does not conduct any business and does not own any assets.
Q. You and your appointees to the Board of Adamus Australia lost against Mr. Morrision to remove him as sole director and secretary of Adamus Australia is that not so? And what does this mean.
Ans. Yes, that is correct. However, this only means that Allan Morrison has been restored as a director of the company, and must now perform his duties of maintaining the company’s books and accounts and filing the tax returns. However, since the company does not own anything and is not in operation, this has no implication on Adamus Ghana.
Q. You will not be surprised if you and Nguvu are taking to court to have the shares reversed to Adamus Australia, would you?
Ans. Interesting question. Adamus Resources Ghana and Nguvu Mining had already commenced a legal action against the said Allan Morrison and his assignees in the High Court in Ghana to, among others, obtain a declaration that Allan Morrison and his assignees have no claim in Adamus Ghana.
