The Commercial Division of Ghana's High Court, presided over by Justice Doris Dabanka Awuah-Bekoe, has dismissed an application for an interlocutory injunction brought by Adamus Resources (PTY) Limited, an Australian-based company. The application sought to prevent Angela List, Nguvu Mining Limited, and Adamus Resources Limited from transferring 90% of the shares in Adamus Ghana Limited. The dispute dates back to February 2025, when Adamus Australia commenced proceedings challenging the ownership and transfer of the disputed shares.
Adamus Australia, acting under the direction of its sole director, Alan Morrison, claimed that it had remained the registered holder of the 90% interest in Adamus Ghana until November 2022. The company argued that the shares were transferred to Nguvu Mining Limited without the approval of its board of directors, characterising the transaction as fraudulent. However, the defendants, comprising Angela List, Nguvu Mining Limited, and Adamus Ghana, strongly opposed the application, describing the proceedings as frivolous, vexatious, and an abuse of the judicial process.
The defendants argued that Adamus Australia had failed to establish the essential legal requirements necessary for the grant of an interlocutory injunction. They contended that Alan Morrison and the Australian company had withheld material information from the court, insisting that the evidence demonstrated that Angela List was the ultimate beneficial owner of the companies involved in the transaction. According to the defendants, Angela List ultimately controlled Nguvu Holdings Limited, Nguvu Mining Limited, Adamus Australia, and Adamus Ghana.
The defendants presented documents indicating 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 the transaction was completed. They maintained that the relevant regulatory authorities had been furnished with documentation establishing the change in ownership and control of the mining company. The Office of the Registrar of Companies, the Minerals Commission, and the Minister for Lands and Natural Resources exercised their respective statutory powers and issued the necessary no objection to the transaction.
The defendants explained that the November 2022 restructuring was intended to facilitate a more efficient reorganisation of businesses ultimately beneficially owned by Angela List. Adamus Australia, whose shareholder was Nguvu Holdings Limited, was beneficially owned by Angela List through Notre Dame Investments Limited. The transfer placed Adamus Australia's shares in Adamus Ghana under Nguvu Mining Limited, another company owned by Angela List.
Adamus Ghana questioned the legal capacity of Alan Morrison, arguing that his position as a sole director, without any shareholding interest in Adamus Australia, did not automatically empower him to institute proceedings in Ghana on behalf of the company without the requisite corporate authorisation. The court examined whether Morrison's position as a director conferred upon him sufficient legal or beneficial interest to independently commence proceedings against the defendants.
The court concluded that the applicant had failed to satisfy the conditions required for the grant of an interlocutory injunction. The dismissal represents another setback for Adamus Australia, Alan Morrison, and Mr. Paul List in their continuing legal dispute over the 90% shareholding in Adamus Ghana. The latest ruling follows an earlier decision delivered on July 30, 2025, in which the Commercial Court ordered Adamus Australia to provide security for costs in the amount of US$50,000.
Key points
- The High Court of Ghana has dismissed an injunction application by Adamus Resources (PTY) Limited, an Australian-based company, in a dispute over 90% of Adamus Ghana shares.
- The court ruled that Adamus Australia failed to establish the essential legal requirements necessary for the grant of an interlocutory injunction.
- The dispute dates back to February 2025, when Adamus Australia commenced proceedings challenging the ownership and transfer of the disputed shares.
