Contract, Conflict, and Consequences: Unpacking the E&P–Azumah Gold Deal Breakdown in Ghana

• Contract, Conflict, and Consequences: Unpacking the E&P–Azumah Gold Deal Breakdown in Ghana

It began with promise and ambition: a $100 million deal to unlock one of Ghana’s most promising gold deposits in the Upper West Region. Engineers & Planners (E&P), one of Ghana’s most prominent infrastructure and mining support firms, entered into a partnership with foreign shareholders of Azumah Resources Ghana Ltd and Upwest Resources Company Ltd in 2023 to acquire and develop the Wa Gold Project.

But what was once pitched as a strategic marriage of domestic capital and foreign technical expertise has since devolved into a tangle of breached contracts, court injunctions, arbitration proceedings in Paris, and now, government-facilitated mediation. At the centre of the storm is a bitter dispute over control, financing, and execution—one that, according to a source close to the transaction, raises serious questions about the enforceability of commercial agreements in Ghana’s extractive sector.

A Deal With Layers

In October 2023, E&P signed a multi-pillar agreement with the offshore shareholders of Azumah Ghana and Upwest—specifically IGIC, Azumah Australia, and Cangol, all based in Singapore or Australia. The deal was straightforward on paper: E&P would acquire 100% of the equity and debt for $100 million, payable in two tranches of $50 million—one in June 2024, the other in June 2026.

In parallel, E&P was to raise between $150 and $160 million to finance the mine’s development. E&P would also execute the civil and earthworks, receiving payment either in cash or through unissued shares valued at $1.28 each. To keep the project operational, E&P committed to providing approximately $500,000 per month, converted into shares through a pre-agreed equity issuance formula.

A new governance structure was created, including a Project Board and Technical Committee with representation from both parties. On the surface, this appeared to be a textbook joint venture.

But the trouble started soon after the ink dried.

Cracks in the Foundation

By mid-2024, a series of red flags began to emerge. A key trigger was the refusal by Azumah’s representative, James Wallbank, to execute the Engineering, Procurement, and Construction (EPC) contract. The EPC was the gateway for E&P to begin civil works and trigger the issuance of agreed shares. According to internal emails reviewed by NorvanReports, E&P had agreed to Wallbank’s revised terms and was prepared to sign in June 2024. However, the final execution copy never materialised.

Simultaneously, the cost of developing the project, initially pegged at $150–160 million, was suddenly revised upward by Azumah’s board to $240 million. The project’s finance committee, made up entirely of E&P appointees, had secured a financing offer from the ECOWAS Bank for Investment and Development (EBID), with a $130 million term sheet, and E&P committed to providing the shortfall.

Wallbank rejected the term sheet outright, claiming the revised cost was no longer in line with the original agreement. Yet no new documentation was provided to substantiate the higher figure.

According to a source close to the transaction, this was the moment the trust began to erode irreversibly.

“Everything was agreed upon: acquisition terms, financing structure, and governance roles. But as soon as execution time arrived, key components of the agreement were actively obstructed or ignored,” the source said.

Banking Maneuvers and Boardroom Shocks

In late 2024, Wallbank is said to have sent a letter to Ecobank, without E&P’s knowledge, attempting to remove their representatives as signatories to the operational account. This was despite E&P being the sole funder of Azumah’s monthly operational costs since the deal’s inception. In response, E&P diverted a scheduled disbursement into its lawyer’s holding account until the signatory issue was resolved, after which the funds were transferred back to Azumah’s account.

Tensions escalated further when E&P received unsolicited due diligence requests from third-party financiers. Some claimed they were offered the same project by Wallbank, on the premise that E&P was merely a civil works contractor, not an acquisition partner.

In December 2024, Wallbank issued a letter purporting to terminate the agreement, despite not being a legal signatory to the original deal. That same month, E&P took the matter to the International Chamber of Commerce (ICC) in Paris, initiating arbitration proceedings and requesting reliefs, including enforcement of the agreement, specific performance, and injunctive measures.

Courts, Arbitration—and a Government Pulled In

Back in Ghana, the High Court granted E&P an injunction barring Azumah from selling or encumbering its mining leases, seeking third-party funding, or altering the board mandate without E&P’s consent.

“A Ghanaian court does not issue such relief lightly,” said a legal expert familiar with the matter. “The injunction confirms that E&P has demonstrable legal rights in the project worth protecting.”

As the legal battle heated up, a public narrative campaign also emerged. Bright Simons, Vice President of IMANI Africa, began publicly criticising E&P, suggesting the company was leveraging political connections to muscle its way into the mining deal.

But a closer look challenges this assertion. The transaction was initiated in 2023, well before the 2025 change in government. One of E&P’s board appointees, Nana Benneh, was appointed CEO of the Ghana Infrastructure Investment Fund (GIIF) by President Akufo-Addo in May 2024, months before John Mahama returned to power. Other figures cited as political appointees have no documented ties to the current administration.

“This is not about politics,” the source said. “It’s about enforcing a commercial agreement signed under full transparency and with mutual legal counsel present.”

Letters, Lobbying—and Then a Climbdown

However, in May 2025, Wallbank wrote to Ghana’s Minister for Lands and Natural Resources, urging government intervention. By early June, he formally agreed to withdraw Azumah’s counterclaim at the ICC and invited a neutral mediation led by the Ministry. Let’s note this: James Wallbank promised to formally withdraw its counterclaim at the ICC upon confirmation that E&P will also suspend its actions.

On June 10, the Ministry responded with a formal framework: both parties would pause legal proceedings for three months, participate in a three-member mediation committee, and submit any agreement as a consent award to both the ICC and Ghanaian courts.

Pursuant to the above, James Wallbank again, on July 11, using the new company INIHC Ltd, a UK-based intermediary, stated that they have been appointed by Azumah’s shareholder and sent a letter to E&P offering face-to-face talks in a neutral jurisdiction (Paris, London, Doha, Singapore, etc.). It laid out three possible paths: renegotiation of share sale terms, refund of payments made by E&P, or accelerated ICC arbitration without media coverage.

Notably, he James, who signed the letter, which we at NorvanReports have seen, proposed that the Australian High Commissioner to Ghana serve as an official “Watcher”, a non-negotiating observer to ensure transparency.

While E&P is reviewing the letter, sources close to the transaction suggest the company remains committed to upholding the terms of the original agreement.

Below is the breakdown of facts as we at NorvanReports have gathered with regards to this case

THE E&P AZUMAH DISPUTE—BREAKDOWN OF FACTS AND ISSUES

 BACKGROUND

• In May 2023, the shareholders of Azumah Resources Ghana Ltd (Azumah Ghana) and Upwest Resources Co Ltd (Upwest) approached E&P to sell all their interest (both equity & debt) to E&P for 100 million.
• Azumah Ghana is owned by IGIC (based in Singapore) and Azumah Australia (based in Australia). Upwest is owned by Cangol (based in Singapore).
• Ibaera is not a shareholder of either Azumah or Upwest but a fund management company for the three shareholders (i.e., IGIC, Cangol, and Azumah Australia), according to an interview granted by an E&P lawyer.
• The Parties subsequently entered into an agreement in October 2023 setting out the terms and conditions under which E&P will acquire all the interests of the existing shareholders.

The Agreement has the following pillars:

PILLAR ONE- PAYMENT FOR DEBT AND EQUITY (PROJECT ACQUISITION)

1. Per the terms of the agreement, all the debt and equity of the existing shareholders were to be acquired by E&P for $100 million in exchange for the existing shareholders transferring all the issued shares of Azumah and Upwest to E&P.
2. The $100 million was to be paid in two equal installments—the first installment of $50 million to be paid in June 2024 and the second installment to be paid in June 2026.
3. By email correspondence between the Parties, the June 2024 deadline for the 1st installment payment was extended to 31st December 2024.

PILLAR TWO- FUNDS FOR PROJECT DEVELOPMENT

1. Per the terms of the agreement, E&P was to acquire funds for the development of the mine. The funds were to be procured by loan by E&P, but on the balance sheet (books) of Azumah Australia.
2. The agreement stated that the financing for the project development was between $150 million and $160 million.
3. The project finance procured by E&P was to be submitted for approval by the Board of Azumah Ghana.

PILLAR THREE—CIVIL AND EARTH WORKS

1. In addition to procuring the finance for the project, E&P has the right of first refusal to undertake all the civil and earth works on the project.
2. The cost of providing the civil and earth works will be paid to E&P by Azumah Ghana (not the shareholders) either in cash or by way of shares at the option of E&P.
3. The shares (valued at $1.28 per share) that will be issued to E&P for the civil and earth works will not be from the already issued shares (valued totally at $100 million) but from the unissued shares of Azumah and Upwest.
4. The civil and earth works will commence after the EPC contract has been signed between Azumah and E&P.

CASH CALLS FOR OPERATIONAL EXPENSES

1. Per the agreement, E&P was required to meet the operational expenditure of the Azumah to the tune of an average of $500,000.00 per month from the date of execution of the agreement.
2. Every amount paid by E&P for operation expenses was to be compensated for by the issuance of new shares in Azumah to E&P at the ratio of 1 share to $1.28.
3. An account was opened with Ecobank to receive all the payments from E&P for the cash call. The account had the representatives of E&P as the signatories.
4. Every single expenditure from this account has been previously approved by the accountants of Azumah Ghana and signed off by the Directors.

ORGANS ESTABLISHED BY THE AGREEMENT

1. Under the agreement, a Project Board was established to replace the Board of Directors of the Company. In other words, the Project Board was now the Board of Directors of the Company. E&P appointed two members on the Board, while existing shareholders appointed 3 members on the Board.
2. The Technical Committee was established to negotiate and deal with the terms of the EPC Contract and the Civil and earthworks. The Technical Committee had reps from both E&P and existing shareholders
3. The Finance Committee was responsible for acquiring the financing to develop the project. The finance committee was made up of only appointees of E&P.

THE BEGINNING OF THE ISSUES

REFUSAL TO SIGN THE EPC

1. The signing of the EPC contract would have permitted E&P to commence civil works and be entitled to be issued some of the unissued shares in the company.
2. Robert Ciccini, who had been appointed Project Director, shared copies of the EPC contract with E&P’s rep on the technical committee. After many reviews, E&P confirmed its readiness to sign the EPC Contract by email in June 2024.
3. Robert Ciccini then sent an email that James Wallbank wants to change some terms in the agreed EPC contract, and so the parties should hold on with executing the agreed terms.
4. A new draft of the EPC contract was shared, and E&P on the same day, agreed to sign the same.
5. Despite a few reminders, Robert Ciccini, on the instructions of James Wallbank, failed to make the execution copy available for signing.

CHANGING THE VALUE OF THE COST OF DEVELOPMENT OF THE PROJECT

1. The project finance committee approached AfriExim and EBID for a facility of up to $160 million to develop (not acquire) the mine. After comparing the offers from AfriExim and EBID, the project finance committee decided to proceed with EBID.
2. A meeting was scheduled for EBID officers to visit the site in the Upper West Region and the office of Azumah in Accra. A visit was later made to Lome.
3. At all points in time, officers of Azumah, i.e., James Wallbank and Robert Ciccini, participated in these meetings both in Ghana and Lome.
4. EBID issued a letter to Azumah and E&P in May 2024 to provide all the funds to develop the mine.
5. EBID followed up with a term sheet to provide the funding of up to $130 million to develop the mine. E&P undertook to make up for the shortfall of $20-30 million directly to make up the maximum $160 million required to develop the mine.
6. When the project finance committee submitted the term sheet to the board of Azumah (where the existing shareholders had majority members), James Wallbank rejected the term sheet on the basis that the project development cost was now $240 million and no longer $150-160 as stated in the agreement.

LETTER TO ECOBANK TO REMOVE SIGNATORIES TO THE ACCOUNT FUNDED BY E&P

1. On the blind side of E&P, James Wallbank (and his lawyers) wrote a letter to Ecobank asking that the E&P appointees on the Board should no longer be allowed to access and be mandated to the account, contrary to the terms of the agreement between the Parties.
2. To protect that month’s disbursement by E&P, E&P paid that money into its lawyer’s client holding account, and as soon as the issue with the signatory was resolved, the money was transferred back from the lawyer’s account into the Azumah Ecobank account. It is not true that that money was used to finance the arbitration.

ATTEMPTS BY JAMES WALLBANK TO RAISE THE PROJECT FINANCE WITHOUT RECOURSE TO THE PROJECT FINANCE COMMITTEE

1. The project finance committee and E&P started receiving due diligence requests from both local and overseas companies claiming that James Wallbank had offered the project to them and informed them that E&P was only a contractor for the Civil Works and not an acquisition partner.
2. James Wallbank was confronted with these facts, and he claimed that he was only sourcing funds within the larger Azumah network…

NO MORE CASH CALLS

1. James Wallbank wrote an email to the board of Azumah saying that Azumah Shareholders no longer needed funds from E&P to pay the operational expenditure for the project and will therefore not be making any cash calls to E&P for the monthly payments.

UNLAWFUL TERMINATION OF EMPLOYMENT

1. E&P was informed of the termination of employment of important workers on the project by James Wallbank without recourse to the Board of Azumah and E&P.
2. Even Hector Nyinaku, who is on record as the beneficial owner of the shares and the Secretary of the Company, was not spared.

PURPORTED TERMINATION OF AGREEMENT

1. By a letter dated December 23 2024, James Wallbank purported to terminate the agreement between the Parties. James Wallbank was not a signatory to the agreement, so how he thinks that he could terminate the agreement is baffling.
2. All the bases for the said termination are factually inaccurate, as demonstrated in the documents shared with the ICC, NorvanReports understands.

JAMES WALLBANK AND HIS PR MACHINERY

Under this, we had a long interview with the sources close to the transaction, asking for his opinion about the PR tactics being used against the E&P and his answers are what we have captured in the bullet points as follows:

1. It has become obvious to E&P that the plan of James Wallbank and his PR Machinery including Bright Simons, is to make as much noise and blackmail E&P and the President to either pay more money than what has been agreed or agree to be reimbursed with the amount spent by E&P so that they can sell the project off to the highest bidder in line with current gold prices. a source close to the transaction told NorvanReports
2. It is not true that Bright Simons met with Mr. Ibrahim Mahama to ask the side of E&P in this matter. There has not been any meeting between Bright Simons and E&P in respect of Azumah, the source insisted, speaking to NorvanReports. Bright Simons met with Mr. Mahama in respect of the publication on Damang, which publication is the subject of a defamation suit, our source asserted.
3. If Mr. Simons was minded to be objective, he would have formally written to E&P to request the E&P version before he (Bright) went to town with his half-truths and lies, our source rebutted and answered that Bright never did that. How then is he trying to be objective when asked about the analysis and is known for being objective?
4. Bright Simons claims that from his analysis, E&P’s arbitration is bound to fail. He, who is not a lawyer, knows the outcome of the arbitration, and yet he does not want E&P and its lawyers to exercise that same judgement… such hypocrisy, our sources close to the transaction said.
5. The letter dissociating Azumah from E&P was not signed by any director or shareholder of Azumah but rather by a certain Tom Stewart-Walvin, who describes himself as Associate Director of Rostrum. Rostrum is a PR Company and not a law firm.
6. But PR machinery will not triumph over the truth, the facts, and the law. Time will reveal the truth, our source close to the transaction stated.

STEPS TAKEN BY E&P TO PROTECT ITS INTEREST

Sensing the resolve by James Wallbank to unilaterally change the terms of the agreement, E&P commenced arbitration proceedings at the ICC in October 2024 for the following reliefs:

• A declaration that the Respondents have breached the Project Acquisition and Development Framework Agreement executed with the Claimant.
• An order for specific performance of the Project Acquisition and Development Framework Agreement executed with the Claimant.
• An order restraining the Respondents from sourcing for project finance without recourse to the Claimant.
• An order restraining the Respondents from assigning or encumbering any interests in the projects.
• An order for the Respondent to pay the entire cost of this arbitration, including legal fees.

1. As of date, E&P has paid all the costs of the arbitration as requested by the ICC and participated in all proceedings. Azumah has already changed the lawyers it started the arbitration with and has not paid its fees to the arbitral tribunal.
2. E&P has submitted its proposed issues to the new lawyers for Azumah, awaiting their response so that joint issues will be submitted to the tribunal by July 18 to enable the tribunal to give further directions.
3. E&P has not occasioned any delay to the arbitration proceedings.

E&P further filed an application for injunction before the Ghana Court in October 2024 for the following reliefs:

1. An order restraining the Respondents/Respondents from offering for sale, selling, assigning, or otherwise encumbering interest in the mining leases issued to the 4th and 5th Respondents by the Minerals Commission.
2. An order restraining the Respondents/Respondents from seeking funding from third parties to develop the concessions, the subject of the mining leases (hereinafter referred to as “Projects”), without recourse to the Claimant/Applicant.
3. An order restraining the Respondents/Respondents from dissolving the finance committee established by the Parties to source for funds to finance the development of the concessions.
4. An order restraining the Respondents/Respondents from appointing Robert Cicchini as Chief Executive Officer of the 4th Respondent or any other person as an Officer of the 4th Respondent
5. An order restraining the Respondents/Respondents from financing the development of the concession without making a cash call on the Claimant/Applicant.
6. An order restraining the Respondents/Respondents from changing the existing mandate to the bank accounts of the 4th Respondent.

The High Court of Ghana granted all therelief soughtr by E&P in the injunction application. It is trite that a High Court will only grant an application for an injunction if the Applicant is able to establish a legal right to be protected by the court. The allegation that E&P does not have any legal right in the project is not founded, according to our source.

UNFOUNDED ALLEGATIONS OF GOVERNMENT INTERFERENCE

Our source also said Mr. Bright Simons has gone to town with unfounded allegations of NDC Government interference in favour of E&P, presumably because of the relationship between Ibrahim Mahama and President John Mahama. Mr. Simons’ allegations toe the line of the PR work that James Wallbank has done in both local and international media, trying to portray a picture of expropriation of the project by the NDC Government. This scenario is bizarre and unfortunate.

The entire transaction began in 2023, well before John Mahama took office on 7th January 2025.

1. Nana Benneh, who is one of E&P’s appointees to the Board, was appointed the CEO of GIIF by President Nana Addo (not John Mahama) in May 2024. Nana Addo had already appointed him to the Board of Azumah in November 2023, which preceded his appointment to GIIF. It is therefore not true that Nana Benneh was only recently appointed by John Mahama to GIIF before he was appointed to the Board of Azumah by E&P.
2. Noel Addo is not an appointee of John Mahama.
3. The EBID President was not appointed by John Mahama or the Finance Minister. He became President of the Bank in 2020, during President Nana Addo’s time.
4. The no-objection letter issued by the Minerals Commission was part of the agreement executed between the Parties and a condition precedent for the payment of the $100 million to the shareholders.
5. It was James Wallbank who first wrote to the Minister for Lands asking for the intervention of the Minister. The Minister was ready to assist the parties in mediating, but James later pulled out, asserting that he will only come to mediate if E&P jettisons the injunction ruling by the court, a request E&P will never oblige.