Azumah Ghana rejects reports over Black Volta dispute, says E&P lawfully acquired project shares

Azumah Resources Ghana has publicly refuted reports alleging Engineers & Planners (E&P) failed to comply with a court order concerning the Black Volta Gold Project. The Ghanaian entity maintains that E&P lawfully acquired the project shares under a $100 million agreement, with payments reportedly completed in October 2025. This stance contrasts with claims from former foreign investors, including Ibaera Capital, who initiated international arbitration. An interim award from the International Chamber of Commerce (ICC) tribunal in London, subsequently granted enforcement by the High Court of Justice in England and Wales, ordered E&P to cease interference with the mine sites. However, Azumah Resources Ghana asserts that no such order mandates the project's handover to former investors and that E&P is actively challenging the enforceability of the English court order, highlighting a complex legal and corporate dispute over a significant Ghanaian gold concession.

A significant legal and corporate dispute has emerged in Ghana's vital mining sector, centering on the ownership and control of the lucrative Black Volta Gold Project. At the heart of the controversy are conflicting narratives from Azumah Resources Ghana, the local entity holding the mineral concessions, and a consortium of its former foreign investors, led by Ibaera Capital. While the former investors allege that Engineers & Planners (E&P) unlawfully seized the project and failed to comply with an international arbitration award, Azumah Resources Ghana has vehemently rejected these claims, asserting that E&P's acquisition of the project shares was entirely lawful under a $100 million agreement.

This intricate dispute, involving allegations of contractual breaches, non-compliance with court orders, and questions of corporate governance, has escalated to international arbitration and foreign courts, yet remains firmly rooted in Ghanaian mineral law and corporate regulations. The outcome holds substantial implications not only for the parties directly involved but also for the broader landscape of foreign investment and dispute resolution mechanisms within Ghana's extractive industries. This article delves into the legal framework governing mining and corporate acquisitions in Ghana, analyzes the competing claims and judicial pronouncements, and explores the practical implications for legal practitioners navigating such complex cross-border commercial disputes.

Ghana's mining sector is governed primarily by the Minerals and Mining Act, 2006 (Act 703), which vests all minerals in their natural state in, under, or upon land in Ghana in the President in trust for the people of Ghana, as reiterated by Article 257(6) of the 1992 Constitution. This statutory framework mandates specific procedures for the acquisition, transfer, and management of mineral rights, including reconnaissance licenses, prospecting licenses, and mining leases. The transfer of mineral rights, for instance, requires the prior written approval of the Minister responsible for Mines. The Minerals Commission, established under the Minerals Commission Act, 1993 (Act 450), plays a crucial role in regulating and managing the utilization of mineral resources.

Complementing the mining-specific legislation is the Companies Act, 2019 (Act 992), which governs the incorporation, operation, and dissolution of companies in Ghana, including provisions for share acquisition, mergers, and corporate governance. Shares in a company are considered movable property under this Act. The Black Volta Gold Project, located in Ghana's Upper West Region, has been a subject of exploration and development for years, with Azumah Resources, primarily backed by US private equity, acquiring prospecting licenses in 2006 and mining concessions granted in 2014. The current dispute traces back to a proposed acquisition of the project in 2023 by Engineers & Planners (E&P) from Azumah's shareholders for $100 million.

The core of the current legal contention revolves around the validity and compliance of E&P's acquisition of the Black Volta Gold Project shares. Engineers & Planners maintains that it lawfully acquired the right to buy the project for $100 million following discussions with Azumah Resources' shareholders in 2023. E&P asserts that it completed the $100 million payment in October 2025, facilitated through the ECOWAS Bank for Investment and Development (EBID), with transfers made to CANGOL PTE Ltd in London and IGIC PTE Ltd in Singapore. Significantly, Noel Nii Addo, the Director and Chairman of Azumah Resources Ghana Ltd, has publicly confirmed that the takeover was completed in accordance with the shareholders' agreement, making E&P the sole owner of Azumah's shares as of September 5, 2025.

However, this position is fiercely contested by a group of former foreign investors, including IGIC PTY, Cangol PTY, and Azumah Resources Australia Ltd, primarily represented by Ibaera Capital. These investors argue that the proposed transaction did not satisfy agreed conditions, was never properly authorized, and therefore did not result in a valid transfer of ownership. They have accused E&P of seizing the site and forging signatures to facilitate the transfer of shares. This disagreement led to arbitration proceedings before the International Chamber of Commerce's (ICC) International Court of Arbitration in London. In an interim award dated October 23, 2025, the ICC tribunal ordered E&P to cease "trespassing on, occupying, or otherwise interfering with the Black Volta and Sankofa Mine Sites."

Further complicating matters, the High Court of Justice in England and Wales, in a ruling dated June 8, 2026, granted permission for the ICC interim award to be enforced as if it were an English court judgment, explicitly stating that E&P had "failed to comply with the Interim Award." E&P was also ordered to pay legal costs. Despite these international judicial pronouncements, Azumah Resources Ghana, through its Chairman Noel Addo, has rejected reports of E&P's non-compliance, stating that there is no order by any arbitration tribunal or high court requiring the Black Volta Project to be handed over to the former investors. The company further asserts that the ex parte enforcement order obtained in England is being challenged by E&P and is not enforceable until that application is determined.

This situation presents a critical legal dilemma, pitting the enforceability of international arbitration awards and foreign court judgments against the assertions of a local Ghanaian company regarding lawful acquisition under domestic law. While Ghana is a signatory to international conventions that facilitate the enforcement of foreign arbitral awards, the specific context of mineral rights, which are vested in the Republic of Ghana, introduces a layer of complexity. The Minerals and Mining Act, 2006 (Act 703), and the 1992 Constitution underscore the state's sovereignty over mineral resources, suggesting that any transfer of such rights or associated company shares must align with Ghanaian law and regulatory approvals. The ongoing challenge by E&P to the English enforcement order, coupled with Azumah Ghana's firm stance, indicates a protracted legal battle that will test the interplay between international commercial arbitration and national legal frameworks in the context of strategic natural resources.

The dispute over the Black Volta Gold Project highlights the intricate challenges that can arise in cross-border investments within Africa's natural resource sectors. The conflicting positions between Azumah Resources Ghana and its former foreign investors, despite the involvement of international arbitration and foreign courts, underscore the importance of robust and unambiguous contractual agreements, as well as meticulous adherence to both local and international legal frameworks governing corporate acquisitions and mineral rights. The assertion by Azumah Resources Ghana that E&P lawfully acquired the project, juxtaposed with the former investors' claims of non-compliance and an interim arbitral award, creates a complex legal environment.

For legal practitioners, this case serves as a crucial reminder of the potential for jurisdictional conflicts and enforcement hurdles when dealing with assets of national strategic importance. Attorneys advising clients in Ghana's mining sector must pay close attention to the requirements of the Minerals and Mining Act, 2006 (Act 703), the Companies Act, 2019 (Act 992), and constitutional provisions regarding mineral ownership. The final award from the ICC tribunal, expected in September 2026, will be a pivotal development, potentially offering greater clarity on the ownership and control of the Black Volta and Sankofa concessions. Practitioners should closely monitor the outcome of E&P's challenge to the English enforcement order and the broader implications for the enforceability of international judgments and arbitral awards in Ghana, particularly concerning disputes where local entities and foreign investors present divergent interpretations of events and legal compliance.