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Adamus Resources debunks Angela List rejoinder falsehoods and clarifies the background to her dismissal

Rejoinder Adamus Resources debunks Angela List rejoinder falsehoods and clarifies the background to her dismissal
FEB 16, 2023 LISTEN

The company has noted the contents of a rejoinder to the dismissal of Ms Angela List as Managing Director of Adamus Resources, and the false information that was contained within it. Adamus Resources, would wish to provide the general public and all interested parties, with full and accurate record of what has actually transpired, and some of the reasons for her dismissal.

Adamus Resources (Pty) Limited (Adamus Australia) the 90% majority legal and beneficial owner of 78,300 equity shares and the 100% owner of 1,350 preference shares of Adamus Resources Limited (Adamus Ghana) regularly requisitioned an Emergency General Meeting (EGM) by its sole Director and Secretary Mr Allan Roy Morrison on the 28th of December 2021 to remove Mrs. Angela List as a director of the Adamus Ghana for refusing to take steps to rectify the Company’s register to remove the names of Mr. Joseph Owusu-Ansah and Dr Anthony Aubynn who she irregularly appointed to the board of Adamus Ghana.

The Minister of Lands and Natural Resource and the Registrar of Companies received copies of letters written to Mrs. Angela List on the 20th December 2021 demanding she rectified the register of Adamus Ghana as a result of forged extracts of minutes of EGMs and board meetings that never took place and to withdraw false board resolutions dated 11th January 2021 and 17th June 2021, signed by Mrs. Angela List 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.

Mrs Angela List wrote back to Mr. Morrison on the 23rd of December 2021 and stated that it appeared Mr. Morrison had appointed a lawyer in Ghana to Represent Adamus Australia against her and Adamus Ghana.

It is to be noted that on the 11th January 2021 and 17th June 2021 Adamus Ghana, had only two directors, Mr. Paul List and Mrs Angela List.

Mr. Paul List and Adamus Australia wrote to Mr. Sarpong Odame on the 5th and 6th of January 2022 to ask Mr. Odame to confirm whether he had sent out notices for any EGM and board meetings in respect of the purported appointments of Joseph Owusu-Ansah and Dr Anthony Aubynn to the board of Adamus Ghana. Mr Sarpong Odame has refused to answer to the two letters till date.

Mr. Allan Morrison, the sole director and secretary of Adamus Australia on the 28th of December 2021 for and on behalf of Adamus Australia requisitioned an EGM to remove Mrs. Angela List as a director of Adamus Ghana.

Mrs. Angela List wrote back to Allan Morrison on the 28th of December 2021; she did not deny that the EGMs and board meetings in respect of the purported appointments of Joseph Owusu-Ansah and Dr Anthony Aubynn did not take place. She however confirmed in her letter that the appointments were done with the prior approval of the Government of Ghana.

Adamus Ghana under the control of Mrs Angela List refused to set a date for the Emergency General Meeting seven days after it received the requisition notice on 28th December 2021.

Mrs. Angela List rather replied to Adamus Australia’s requisition on the 29th of December 2021 to falsely claim that the board of Adamus Australia was made up of Mr. Morrison; Mr. Kelvin Woodthorpe and Mr. Peter Michael. She erroneously claimed by another letter dated 4th January 2022 that Mr. Morrison lacked the authority to requisition the meeting, stating falsely that he had been removed as a director.

Mrs. Angela List on the 13th of December 2021 purported to act as sole director of BCM Investments and signed a resolution to remove Mr. Morrison as sole director and secretary of Adamus Australia, she purportedly appointed Kevin Woodthorpe and Peter Michael as directors of Adamus Australia.

Kevin Woodthorpe and Peter Michael on the 31st of December 2021 purportedly passed a resolution as directors of Adamus Australia to remove Mr. Morrison as secretary and purportedly appointed Mr. Woodthorpe as the new secretary.

Mrs Angela List caused to be lodged with Australian Securities Investments Commission a Form 484 (5EGY28841) requesting it amend its registers to record the resignation of Messrs Woodthorpe and Michael as directors and the resignation of Mr. Woodthorpe as company secretary and the appointment of the Moses Kobena Bosompem as director and company secretary.

Before the matter went for trial on 14th of November 2022, Mr. Michael and Mr. Woodthorpe purportedly resigned as directors and Woodthorpe resigned purportedly as secretary, Mrs List purportedly appointed Moses Kobina Bosompem as sole director and secretary of Adamus Australia as their replacements.

Mr. Morrison and Adamus Australia successfully sued Mrs Angela List, Mr. Peter Michael, Mr. Kevin Woodthorpe and Mr. Moses Kobena Bosompem before the Supreme Court of Western Australia in Suit No.3 2022 SCWA 454 on the 23rd of January 2022 and obtained a favourable judgement on the 22nd of December 2022.

The Supreme Court of Western Australia on the 22nd of December 2022 found that Mrs Angela List had no authority to sign the resolution removing Mr. Allan Roy Morrison as a director of Adamus Australia, her subsequent appointments of Kevin Woodthrope, Peter Michael and Moses Kobena Bosompem as the directors and company secretary of Adamus Australia were invalid.

In the Supreme Court Justice’s opinion, Adamus Resources Pty. Ltd was the parent company of Adamus Resources Ltd. and board control of it, the appointment and removal of a person as a director to such an important position, fell outside the ambit of the alleged managing director's authority.

He reached the conclusion that the removal of the sole director and the appointment of alternatives were all invalid.

A search report dated 1st February 2022 from the Australian Securities Investments Commission on the current organisation details of Adamus Australia shows that Mr. Peter Michael, Mr. Kevin Woodthorpe and Mr. Moses Kobena Bosompem have never been recorded as directors and/or secretaries of Adamus Australia before.

Mrs Angela List knew on the 7th of November 2022 when she purportedly signed a share transfer form with Moses Bosompem to transfer the 90% shareholding of Adamus Australia in Adamus Ghana, that Mr. Bosompem had no authority of Adamus Australia to act on its behalf particularly so when the matter was being challenged before the Court in Australia.

Mr. Morrison regularly requisitioned another EGM in his capacity as sole director and secretary of Adamus Australia on the 28th of December 2022 to remove Angela List as a director of Adamus Ghana.

Adamus Ghana under the control of Mrs List again refused to set a date for the EGM seven days after Adamus Ghana acknowledged receipt of the requisition notice of 28th December 2022.

Adamus Australia exercised its rights under the Companies Act 2019 and sent out notices to all persons entitled to attend general meetings of the Company and also notified the Registrar of Companies in Ghana that the EGM would take place via a Microsoft Teams Link.

Angela List is removed as director of the Adamus Australia, on the 3rd of February 2023 by a resolution passed by Adamus Australia, the 90% majority shareholder.

The Minister of Lands and Natural Resources and the Registrar of Companies have been made aware of the unauthorised conduct of Mrs. List since the 20th of December 2021.

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