Four Boards, Every Signature, One Agreement: The Legal Trail That Disproves Azumah’s Public Denial of the E&P Mine Deal

• NorvanReports Exclusive
  Four Boards, Every Signature, One Agreement: The Legal Trail That Disproves Azumah’s Public Denial of the E&P Mine Deal 

In a high-stakes mining dispute that has gripped Ghana’s extractive sector, NorvanReports can now confirm that Azumah Resources Pty Ltd and its affiliates had fully approved the $100 million acquisition of the Black Volta and Sankofa gold projects by Engineers & Planners (E&P), contrary to the company’s public denial issued.

The signatures are unmistakable. James Wallbank’s flowing script appears across multiple documents. Jonathan Hronsky’s distinctive mark validates resolution after resolution. Paul Amoaka-Atta’s authorisation spans corporate entities. Yet when Azumah Resources Ghana Limited issued its July 8, 2025, press release, the company orchestrated a stunning public denial: “E&P has not made any formal offer to fund the Black Volta Mine or invest in Azumah.”

A comprehensive investigation by NorvanReports, based on internal corporate documents, reveals this statement to be demonstrably false. The evidence is damning: a coordinated approval process across five companies, detailed legal frameworks spanning four jurisdictions, and the deliberate waiver of shareholder protections, all designed to facilitate a $100 million acquisition by Engineers & Planners Co Ltd (E&P) that Azumah’s leadership now claims never existed.

A detailed review of internal documents, especially the shareholder resolutions, court filings, email correspondence, and tax notices, paints a drastically different picture from the one Azumah presented on July 8 and July 4, when it claimed:

“We have not entered into any form of acquisition agreement with any entity.”

That statement, widely circulated in Ghanaian media and international investor circles, is now demonstrably false.

The Signed Trail: Four Entities, One Unambiguous Agreement

On October 9, 2023, board resolutions were simultaneously passed by the boards of:

• Azumah Resources Pty Ltd (Australia)
• Azumah Resources Ghana Ltd (ARG)
• Upwest Resources Ltd (URL)
• IGIC Pte Ltd (Singapore)

These resolutions explicitly authorise and approved the sale of equity and loan interests in the mining concessions to Engineers & Planners for US$100 million.

From the Australian board:

“We… hereby RESOLVE TO: 3.1 approve and proceed with the Proposed Transaction as detailed in the Project Acquisition and Development Framework Agreement.”

“James Wallbank is hereby authorised to execute and deliver the Agreement and any amendment thereto on behalf of the Company.” — ARA Board Resolution, October 9, 2023

From the Ghana board:

“The Board hereby authorises and approves the allotment and issue of the relevant number of new shares of ARG to E&P to be credited to it as fully paid.” — ARG Board Resolution, dated October 9, 2023

And from the Singapore-based IGIC:

“The Company waives its right of pre-emption in respect of the allotment and issuance of any new or previously unissued shares in ARG and Upwest.” — IGIC Shareholders Resolution, dated October 9, 2023

This is no vague memorandum or unenforced letter of intent. These are fully ratified resolutions of the respective boards and shareholders.

The resolutions reveal deliberate, coordinated action by Azumah’s leadership to facilitate the E&P transaction. At every level, they removed obstacles and granted extraordinary powers to complete the deal.

The Azumah Resources Ghana Limited resolution authorised Wallbank and Amoaka-Atta to “execute and deliver the Agreement and any amendment thereto” and to “sign and dispatch all documents, notices, certificates, and instructions to be signed and dispatched by the Company under, in connection with, or incidental to the Agreement.”

This wasn’t passive approval; it was active facilitation. The directors committed to “take all such actions, perform all such tasks, and sign and dispatch all such documents as may be necessary and desirable to give effect to the issuance or transfer” of shares to E&P.

Even more revealing, they authorised themselves to “enter the name of E&P or such third party in the register of members of ARG in respect of the relevant shares” and to “file the necessary documents to effect the registration of the issue or transfer, as the case may be, with the Registrar-General’s Department.”

A $100M Deal, Signed and Then Disputed

The agreement detailed a structured takeover with staged payments, share transfers, and loan assignments. E&P had reportedly committed over US$4 million in pre-financing support as part of the transition, and emails show ongoing collaboration on payment milestones.

Yet on December 31, 2024, Azumah issued a termination notice, alleging missed financing deadlines. But internal emails tell a more nuanced story.

The Emails: Not Deadlines Missed, but Deadlines Extended

In a July 23, 2024 email from this same James Wallbank to project partner Emmanuel Erskine, Wallbank acknowledges E&P’s ongoing efforts and confirms mutual agreement on extended deadlines:

“We have extended the date for the EPC agreement and Equity financing to 30th July and understand that this is already well underway. We have extended the date for financing to 30th August. We have extended dates for Payment 1 milestone to 31 Dec 2024.”

Wallbank also suggested a workshop to align on final issues:

“Can I suggest we schedule a workshop call to work through this and determine which, if any, of these items need further discussion and resolution?”

This makes Azumah’s later claims of E&P defaulting seem disingenuous, at best. Not only were deadlines revised collaboratively, but Azumah also remained engaged in restructuring the transaction through mid-2024.

The Tax Bombshell: $3M in GRA Liabilities

Further complicating matters, NorvanReports uncovered a formal Ghana Revenue Authority (GRA) assessment letter dated August 13, 2020, addressed to Azumah Resources Ghana Ltd, citing USD $3,039,580.55 in direct taxes and GHS 404,660.00 in VAT owed for the 2012–2018 fiscal years.

“You are requested to settle the amount of USD3,039,580.55 and GHS404,660.00 in full within thirty (30) days from the date of service of this letter.”

This letter came with a stern warning: failure to comply would lead to 125% penalty interest, with the GRA empowered to pursue the debt through state recovery actions.

Adding to the timeline, a Final Demand Notice was issued by GRA on September 20, 2023, reiterating that Azumah Resources Ghana Ltd owed an outstanding balance of USD $2,113,482.80 and GHS 123,360.00, despite partial payments made.

“If payment is not made within seven (7) days… the Commissioner General will have no option than to treat the liabilities as debts owed the state and apply every debt collection tool… without recourse.”

This development, NorvanReports can confirm, was the tipping point for financial distress. It was around this time that Azumah’s shareholders sought urgent assistance from E&P to avoid foreclosure on the mine by the Ghanaian state.

Legal Fallout: The Court Freezes the Deal

When Azumah issued its termination notice, E&P filed for an interim injunction at the High Court of Ghana, citing unlawful attempts by Azumah to:

• Appoint a new CEO (Robert Cicchini)
• Alter bank mandates
• Seek new third-party investors
• Bypass the agreed financing structure

The Court granted the injunction, noting, “The Applicant has invested close to US$4 million in project support… The status quo must be preserved pending arbitration.”

Why the Public Should Care

Every mining operation in Ghana has a public stake. The government, on behalf of Ghanaians, owns equity in all mining licenses. This is not just a commercial matter.

Think tanks like IMANI Africa have noted:

“This is not a purely private matter. We have the right to ask questions.”

And they are right. When a mine valued at hundreds of millions is subject to board approvals, funding delays, court battles, and misinformation, it goes to the heart of transparency, national interest, and rule of law.

But now we know that the directors of Azumah Resources Ltd didn’t just approve a simple transaction, they constructed an elaborate corporate architecture designed to transfer control to E&P. The resolutions show they:

• Waived pre-emption rights across multiple entities
• Authorized share transfers without standard shareholder protections
• Committed to registering E&P as a shareholder regardless of circumstances
• Granted themselves broad powers to execute “any amendment” to the agreement
• Authorized debt settlements and liability transfers to E&P

At IGIC, they even approved provisions for what would happen “subject to the breach of the Agreement by E&P,” indicating they anticipated potential disputes while proceeding anyway.

As arbitration proceedings move to the International Chamber of Commerce (ICC), and as the High Court’s injunction remains in force, the public has a right to full disclosure.

The evidence now available to NorvanReports, verified independently, is irrefutable: Azumah Resources did enter into a formal $100 million agreement with Engineers & Planners, and not only that, their own boards, shareholders, and directors authorised every step of it. The question that now remains is: why did Azumah not tell the Ghanaian media the full story?

This is a developing story. NorvanReports will continue to follow the arbitration and any related regulatory actions.