CHINESE MINERS EJECTED FROM MINING DEAL

Chinese miners Ming Chang Sino Africa Mining Investment have been ejected from a mining investment agreement after the High Court ruled that shares issued to them in Gwampa Mining were unlawfully allotted.

Gwampa Mining approached the High Court seeking rectification of its share register following what it said was an illegal issuance and allotment of shares.

In the application, Gwampa cited DGL Investment Number 5 (Pvt) Ltd, Eagle Italian Shoes, Ming Chang Sino Africa Investment, Fuel Africa, Wang Ke and the Chief Registrar of Companies and Other Business Entities as respondents.

High Court Commercial Division judge Justice Bongani Ndhlovu ruled in favour of Gwampa Mining, ordering the removal of Ming Chang Sino Africa Investment, Fuel Africa and Wang Ke from the disputed mining agreement.

The court heard that Gwampa Mining, incorporated in 2009, entered into an investment agreement in April 2017 with Eagle Italian Shoes, Ming Chang Sino Africa Investment and Fuel Africa to jointly mine claims owned by DGL Investment Number 5 and pay royalties to Gwampa.

The agreement was subject to strict conditions precedent, including the assumption of a US$4.3 million debt and the execution of a shareholders’ agreement. Gwampa was to allot shares only after these conditions were met.

However, the court found that shares were issued by DGL Investment Number 5 instead of Gwampa Mining, despite the absence of a shareholders’ agreement and without the required capital contributions having been paid. The allotment also included unauthorised additional shares and shares issued to Wang Ke, who was not a party to the agreement.

Gwampa argued that the conditions precedent were never fulfilled, rendering the agreement and any rights arising from it legally void. While acknowledging certain payments, Gwampa said efforts to regularise the arrangement were resisted.

Ming Chang Sino Africa Investment claimed it had fulfilled its obligations, including paying the US$4.3 million debt and advancing a US$1.2 million loan, allegedly to the late John Muir. It argued that it was the primary financier and operator of the mine and dismissed Gwampa’s claims as an abuse of process.

Justice Ndhlovu ruled that Ming Chang Sino Africa Investment bore the burden of proving payment but failed to produce any documentary evidence.

“The 3rd respondent has not provided proof of payments and relied on bare denials,” the judge said, adding that there was also no evidence of royalty payments or a written shareholders’ agreement.

“The applicant’s documentation is coherent and stands in stark contrast to the respondent’s unsupported claims,” he ruled.

Justice Ndhlovu concluded that Ming Chang Sino Africa Investment, Fuel Africa and Wang Ke were unlawfully allotted shares and ordered that their names be removed from DGL Investment Number 5’s share register. He further ordered the cancellation of the shares and directed the Registrar of Companies and Other Business Entities to effect the changes.

The respondents were ordered to pay the costs of the suit. Newsday

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