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

By An Analyst Close To The Transaction

1. BACKGROUND

Related posts

OXFORD NO. 1 STREET REMAINS IN THE POSSESSION AND CONTROL OF KENSINGTON RESIDENTIAL PARTNERS 1 LIMITED — NOT A RECEIVER

July 24, 2026

1.5k

CSOs Launch Feminist Minerals Initiative to Address Lithium Concerns

July 23, 2026

1.5k

1.1 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 100million.

1.2 Azumah Ghana is owned by IGIC (based in Singapore) and Azumah Australia (based in Australia. Upwest is owned by Cangol (based in Singapore).

1.3 Ibaera is not a shareholder of either Azumah or Upwestbut a fund management company for the three shareholders (i.e. IGIC, Cangol and Azumah Australia)

1.4 The Parties subsequently entered into an agreement in October 2023 setting out the terms and conditions under which E&P will acquire all the interest of the existing shareholders.

1.5 The Agreement has the following pillars:

1.5.1 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 was to be acquired by E&P for $100million in exchange for the existing shareholders transferring all the issued shares of Azumah and Upwestto E&P.
2. The $100million was to be paid in two equal instalments- the first instalment of $50million to be paid in June 2024 and the second instalment to be paid in June 2026.
3. By email correspondence between the Parties, the June 2024 deadline for 1st installment payment was extended to 31st December 2024.

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

1.5.3 PILLAR THREE- CIVIL AND EARTH WORKS

1. n 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  to a 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 $100million) but from the unissued shares of Azumahand Upwest).
4. The civil and earth works will commence after the EPC contract has been signed between the Azumah and E&P.

1.5.4 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 averagely $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 ration of 1 share to $1.28 dollars.
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 prior approved by the accountants of Azumah Ghana and signed off by the Directors.

1.5.5 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 whiles existing shareholders appointed 3 members on the Board.
2. The Technical Committee was established with the aim of negotiating and dealing with the terms of the EPC Contract and the Civil and Earth works. The Technical Committee had reps from both E&P and existing shareholders
3. The Finance Committee was responsible for acquiring the finance to develop the project. The finance committee was made up of only appointees of E&P.

THE BEGINNING OF THE ISSUES

1.6  REFUSAL TO SIGN THE EPC

1.6.1 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.

1.6.2 Robert Ciccini, who had been appointed Project Director, shared copies of the EPC contract with E&P’s rep on the technical committee. After much reviews, E&P confirmed its readiness to sign the EPC Contract by email in June 2024.

1.6.3 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.

1.6.4 A new draft of EPC contract was shared and E&P on the same day, agreed to sign same.

1.6.5. Despite a few reminders, Robert Ciccini, on the instructions of James Wallbank, failed to make the execution copy available for signing.

1.7 CHANGING THE VALUE OF THE COST OF DEVELOPMENT OF THE PROJECT

1.7.1 The project finance committee approached AfriEximand EBID for a facility of up to $160million  to develop (not acquire) the mine. After comparing the offer from AfriExim and EBID, the project finance committee decided to proceed with EBID.

1.7.2 A meeting was scheduled for EBID officers to visit the site in Upper West Region and the office of Azumah in Accra. A visit was later made to Lome.

1.7.3 At all points in time, officers of Azumah, i.e. James Wallbank and Robert Ciccini participated in these meetings both in Ghana and Lome.

1.7.4 EBID issued a letter  to Azumah and E&P  in May 2024 to provide all the funds to develop the mine.

1.7.5 EBID followed up with a term sheet to provide the funding of up to $130million to develop the mine. E&P undertook to make up for the shortfall of $20-30million directly to make up the maximum $160million required to develop the mine.

1.7.6 When the term sheet was submitted by the project finance committee 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 $240million and no longer $150-160 as stated in the agreement.

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

1.8.1 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 mandates to the account; contrary to the terms of the agreement between the Parties.

1.8.2 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.

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

1.9.1 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 were only contractors for the Civil Works and not acquisition partners.

1.9.2 James Wallbank was confronted with these facts and he claimed that he was only sourcing funds within the larger Azumah network…

1.10 NO MORE CASH CALLS

1.10.1 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.

1.10.2 UNLAWFUL TERMINATION OF EMPLOYMENT

10.3 E&P was informed of termination of employment of important workers on the project by James Wallbank without recourse to the Board of Azumah and E&P.

10.4 Even Hector Nyinaku, who is on record as the beneficial owner of the shares and the Secretary of the Company was not spared.

1.11 PURPORTED TERMINATION OF AGREEMENT

1.11.2 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.

1.11.3 All the basis for the said termination are factually inaccurate as demonstrated in the documents shared with the ICC.

1.12 THE GAME PLAN OF JAMES WALLBANK AND HIS PR MACHINERY

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.

1. 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. Bright Simons met with Mr Mahama in respect of the publication on Damang, which publication is the subject of a defamation suit.

1. If Mr Simons was minded to be objective, he would have formally written to E&P to request for E&P version before he (Bright) went to town with his half truths and lies. He never did that. How then is trying to be objective.

1. 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 exercise that same judgment.. such hypocrisy.

1. 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.

1. But PR machinery will not triumph over the truth, the facts and the law. Time will reveal the truth.

11 STEPS TAKEN BY E&P TO PROTECT ITS INTEREST

2.1 Sensing the resolved 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) A declaration that the Respondents have breached the Project Acquisition and Development Framework Agreement executed with the Claimant.

(b) An order for specific performance of the Project Acquisition and Development Framework Agreement executed with the Claimant.

(c) An order restraining the Respondents from sourcing for project finance without recourse to the Claimant.

(d) An order restraining the Respondents from assigning or encumbering any interests in the projects.

(e) An order for the Respondent to pay the entire cost of this arbitration including legal fees.

2.2 As at date, E&P has paid all the cost 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.

2.3 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 give further directions.

2.4 E&P has not occasioned any delay to the arbitration proceedings.

2.3. 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 4thand 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 a 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.

2.2.1. The High Court of Ghana granted all the reliefs sought for by E&P in the injunction  application. It is trite that a High Court will only grant an application for 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.

2. UNFOUNDED ALLEGATIONS OF GOVERNMENT INTERFERANCE

2.1 Mr. Bright Simons has gone to town with unfounded allegations of NDC Government interreference in favor 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 is bizarre and unfortunate.

2.2 The whole transaction started in 2023, long before John Mahama was sworn in on 7th Jan 2025.

2.3 Mr. Nana Benneh, who is one of E&P’s appointee to the Board was appointed the CEO of GIIF by President Nana Addo (not John Mahama) in May 2024. He had been appointed to the Board of Azumah in November 2023 long before his appointment to GIIF by Nana Addo. 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.

2.4 Mr. Noel Addo is not an appointee of John Mahama.

2.5 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.

2.6 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 $100million to the shareholders.

2.7 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 mediate 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.

Source: By An Analyst Close To The Transaction.