Opposition against Injunction

In their response per their affidavit in opposition, the Defendants (Ms. Angela List, Nguvu Mining Limited and Adamus Ghana) contend that the entire action of the Applicant is frivolous, vexatious and in complete bad faith. Lawyers for the defendants, Dame & Partners, asserted that the defendants had failed to satisfy the court on the essential prerequisites for the grant of an in injunction in the case. They stated that the said Alan Morrison and Adamus Australia had concealed material facts from the court and that, a careful study of the facts would show that Ms. Angela List is the ultimate beneficial owner of Nguvu Holdings Limited, Nguvu Mining Limited, Adamus Australia and Adamus Ghana. Neither Alan Morrison nor any other person therefore had capacity to challenge a transfer of shares in Adamus Ghana made on the due authorisation of its shareholder, Ms. Angela List. There was thus no valid cause of action against them.

The Defendants exhibited documents showing that the person who executed the deed of transfer on behalf of Adamus Australia, Moses Bosompem, was at the time a duly appointed director of Adamus Australia. Being a mining company and upon being satisfied with documents evidencing a change of ownership and control, the Office of the Registrar of Companies and the Minerals Commission, the Minister for Lands and Natural Resources exercised their powers in accordance with law to issue a “no objection” to the change of control of the 1st Defendant company.

The Defendants deposed that they undertook the transaction in November, 2022 to achieve an efficient re-organisation of all the businesses whose ultimate beneficial ownership is vested in the 2nd defendant. In effect, Adamus Australia, whose shareholder is Nguvu Holding Limited, is beneficially owned by Ms. Angela List through Notre Dame Investments Limited, also solely owned by her. She transferred Adamus Australia’s shares in Adamus Ghana to Nguvu Mining Limited owned by her.

Adamus Ghana further challenged the capacity of a sole director, Alan Morrison, who per the affidavit in opposition is not a shareholder in Adamus Australia, under both Australian and Ghanaian law, to institute the action in Ghana without a resolution of the company supporting such a move.

The Respondents then relied on section 198E of the Corporations Act of Australia and Ghana’s Companies Act in challenging the capacity of Alan Morrison to question the transfer of shares by the shareholder without a resolution by the shareholders or a board duly constituted.

Ruling of Court

The High Court in its ruling, on the question of the capacity of Alan Morrison to authorise the institution of an action by Adamus Australia, held that “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 proceeded to hold as follows “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 represents another big blow to the Australian-based company, its sole director, Alan Morrison and Mr. Paul List who have been engaged in a running battle to challenge the acquisition of 90% shares of Adamus Resources Ghana Limited by Nguvu Mining Limited owned by Ms. Angela List.

The decision of the Court follows its earlier ruling delivered on 30th July, 2025, reported as ADAMUS RESOURCES PTY LTD v. ADAMUS RESOURCES LTD & ORS [TLP-HC-2025-01] ordering Adamus Australia to pay within 21 days the Cedi equivalent of Fifty Thousand United States Dollars (US$50,000), as security for legal costs to be incurred by Adamus Ghana, its CEO, Ms. Angela List and Nguvu Mining Limited. The court further stayed proceedings in the suit until Adamus Australia had paid the said amount and shown evidence of the payment to the court.

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