Mupane mine creditors to wait longer for dues
Sharon Mathala | Monday October 20, 2025 06:00
The order delivered this week by Justice Reuben Lekorwe prohibits the liquidator Kopanang Thekiso, the Master of the High Court, the Attorney General, Nova Africa/AgaOne joint venture, and the Minister of Minerals & Energy from concluding or executing any sale agreement, from transferring mining licences, or from shifting rehabilitation liability from Mupane until the court has resolved the pending review application.
Mupane was placed under provisional liquidation in November 2024, and a final liquidation order followed in February 2025. The liquidator, duly authorized by creditor resolution, invited proposals through a Request for Offers (RFO) process with strict timelines, including a refundable P1 million deposit and deadlines for submission and compliance with detailed terms.
The liquidator narrowed the competing bids to two bidders, Ulsan Botswana and the fourth respondent in the case, Nova Africa/AgaOne. He recommended the latter, and creditors approved the sale. Ulsan, however, challenged the process, arguing that the method of convening the approving meeting, acceptance of late or non-compliant bids, and failure to respond properly to complaints compromised the integrity of the process.
The Nova Africa joint venture was offering $21 million as a once-off payment, which included the signing of agreements, together with a 45-day due diligence period. Nova is a newly registered company with 49% held by citizens with mining and technical backgrounds, and the balance owned by a Turkish firm.
Ulsan, also from Turkey, was offering $500,000 to buy the site and, after a 15-month due diligence, said it could offer a final price of up to $15 million.
In its founding affidavit, Ulsan alleged that the final meeting held on August 26, 2025, was not a valid creditors’ meeting under the Companies Act, but a joint meeting of creditors and contributories contrary to the terms of the RFO and the authorizing resolution. Ulsan further claimed that Nova’s offer was submitted late and that the timelines were unlawfully extended without notice, and that some bidders failed to submit required documentation. Ulsan asserted that it had been the only fully compliant bidder under the RFO’s conditions.
Nova Africa/AgaOne opposed the relief in part by contending that Ulsan lacked a statutory basis to interrupt liquidation processes, citing the Companies Act, which allows only a liquidator, creditor, or contributory to bring such applications. The High Court has, however, distinguished between a “stay” and an “interdict,” noting that although they may have the same practical effect, they are distinct remedies with different requirements.
According to the judgment, the court dealt with whether a prima facie right is established, whether irreparable harm is probable, whether the balance of convenience favors intervention, and whether there is an adequate alternative remedy. The judge found that although Ulsan’s rights were not unassailable, the threshold for prima facie entitlement is low, and on the facts given, allegations of breach Ulsan had made out a case for review.
“The first, second, and third respondents are hereby interdicted from concluding any contracts or carrying out and/or proceeding with any execution of the sale of assets agreement with respect to the Request for Offers for the Sale of Mupane Gold Mining (Pty) Ltd Assets (In Liquidation),” reads the judgment.
The court held that Ulsan’s apprehension of irreparable harm was well-founded.
On the balance of convenience, the court sided with Ulsan, reasoning that delaying the sale causes inconvenience to creditors but does not extinguish rights, whereas proceeding with the sale risks irreparable injury to Ulsan’s rights. The court also found that Ulsan has no alternative remedy that would preserve its position and that the urgency requirement had been satisfied. The applicant had acted promptly upon learning of alleged irregularities and had no other remedy to prevent irreversible transfer.
In the end, the court granted the interdict pending the completion of the matter.
“The fourth respondent is hereby interdicted from signing any contracts or proceeding with the signing of the Sale of Assets Agreement with respect to the Request for Offers for the Sale of Mupane Gold Mining (Pty) Ltd Assets (In Liquidation),” the judgment further reads.
The Mupane Gold Mine operations ceased in 2024 amid a cash flow collapse. Workers were then retrenched, but recently the government committed to paying the workers at least four months' salary. Ulsan was represented by Otto Itumeleng Law Chambers, Thekiso by Armstrongs Attorneys, while Nova Africa / AgaOne were represented by Makuyana Legal Practice.