Van Kerrebroeck fights back

[miningmx.com] — JUDGMENT was reserved until Friday in the South Gauteng High Court, after Canadian businessman Dennis van Kerrebroeck filed his reply to an urgent application to remove him as a director of Ngwenda Gold (Ngwenda).

The urgent application was brought on behalf of Ngwenda by three other applicants, including Ngwenda founder Mashudu Nengwenda and two directors of Ngwenda – Johannes Jansen and Thomas Mapengo.

Nengwenda claimed the names of Ngwenda’s directors had been fraudulently changed in the database of the Companies and Intellectual Property Registration Office (Cipro) and replaced by that of Van Kerrebroeck as the only active director.

Nengwenda alleged that Van Kerrebroeck had “through unlawful activity, sought to seize control of Ngwenda Gold by having himself appointed fraudulently’.

In his replying affidavits, Van Kerrebroeck claimed that Nengwenda, Jansen and Mapengo had no authority to bring an application on behalf of Ngwenda because they had sold all their shares in Ngwenda and resigned as directors on or about September 8 last year.

Van Kerrebroeck attached a copy of the sale of shares agreement made by the shareholders of Ngwenda with a company called Floxibix to buy all their shares “which offer was accepted by the shareholders’.

He stated: “I have in my possession the minutes of a meeting held by the directors of the first applicant (Ngwenda Gold) on September 8 which is signed by the second, third and fourth applicants (Nengwenda, Jansen and Mapengo) wherein it is recorded that they resign as the directors of the first applicant and confirm my appointment as director of the first applicant.’

Van Kerrebroeck also attached a string of other documents – including powers of attorney and share transfer forms required to finalise the deal – all signed by the applicants and witnessed by public notary Chesley Mnisi.

That is denied by Nengwenda, who in his affidavit said: “I point out that none of the directors of Ngwenda Gold resigned as directors of Ngwenda Gold.

“In fact, all three directors were totally shocked by the news that we had allegedly resigned as directors. We have never even contemplated resigning as directors.’

Nengwenda said:”There is not, nor has there ever been, a resolution passed by the shareholders of Ngwenda Gold to appoint the first respondent (Van Kerrebroeck) as a director.’

According to Nengwenda, the shareholdings in Ngwenda changed only on December 15 following a deal with Precious Prospect Trading (PPT) which is linked to Australian company Atomaer Holdings.

PPT subscribed for new shares and the right to take a majority stake in Ngwenda after Atomaer undertook to provide funding and technology to evaluate its prospecting rights.

In his replying affidavit, Van Kerrebroeck described Nengwenda’s application as “absolutely vexatious and without any merit whatsoever’.

Van Kerrebroeck told Miningmx: “I am not going to characterise Nengwenda in the media as he has chosen to characterise me.

“I find it amazing that I can enter into a legitimate business transaction and legally binding sale of shares agreements, only to awake one morning and find myself accused of fraud and company hijacking.

“While Nengwenda has expressed shock in his affidavit before the courts, it can be nothing compared to my shock when I saw the business press on February 21 stating that I have been accused of hijacking what I believed to be my own company.

“I had not yet received the application to the court regarding the allegations. These papers came to me only after the business press had already presented Nengwenda’s allegations to the business public.’