The Court of Appeal (CoA) has overturned a High Court ruling that had halted the multi-million-dollar sale of Mupane Gold Mining’s assets, paving the way for the transaction to proceed.
The appellate panel, consisting of Judge President Tebogo Tau, Isaac Lesetedi, and Lot Moroka, set aside an interim interdict that had frozen the liquidation process.
The court dismissed the legal challenge from rival bidder Ulsan Botswana, describing it as “drawn from the depths of emptiness.”
The dispute originated after Mupane Gold Mining was placed under final liquidation in February 2025, following a petition by the Mineworkers’ Union on behalf of employees seeking unpaid wages. Kopanang Thekiso, the court-appointed liquidator, initiated a bidding process for the mine’s assets, which eventually narrowed to two main contenders: the Nova Africa Resources/Aone Commodities DMCC Joint Venture and Ulsan Botswana.
The financial difference between the bids was stark. Nova Africa JV offered an upfront payment of USD 21.5 million, while Ulsan proposed only USD 500,000 upfront, with a conditional offer that could rise to USD 10 million over three years, contingent on further mine assessments.
The liquidator recommended Nova Africa JV’s bid as the more advantageous option for creditors, a recommendation endorsed by a creditors’ meeting in August 2025.
In October 2025, however, Ulsan Botswana secured an interim interdict from the High Court, alleging unfairness in the bidding process. Ulsan claimed the liquidator unlawfully extended the bid deadline to favor Nova Africa JV and objected to the formal creditors’ meeting, arguing it should have been informal.
Justice Lesetedi noted that the Request for Offers documents granted the liquidator broad discretionary powers, including the right to negotiate and extend timelines as necessary. The court further ruled that Ulsan, as an unsuccessful bidder, lacked legal standing under the Companies Act to challenge the process, as its bid did not create contractual rights.
“Quite evidently, Ulsan was nothing but a grumpy loser with no conceivable right to protect, let alone a prima facie one, but intent on frustrating the liquidation process on the back of whimsical grounds,” the judgment stated.
“In the absence of a prima facie case, the interim interdict application stood to be dismissed. A party without a legal interest to protect cannot claim irreparable harm, in that no legal harm occurs where no legal right is shown.”
A critical element of the Court of Appeal’s ruling was the balance of convenience. The judges found that the High Court had failed to sufficiently consider the welfare of former Mupane employees, whose livelihoods depended on the liquidation concluding promptly.
The liquidator had warned that the estate’s funds for care and maintenance had been exhausted, meaning any further delay would lead to the deterioration of the mine’s physical assets, ultimately harming creditors.
“To halt implementation would unjustly prejudice [former employees] and destabilize the liquidation,” the judgment quoted from the liquidator’s affidavit. It also emphasized that Nova Africa’s USD 21.5 million offer “dwarfs” Ulsan’s proposal.
“It is quite clear from the above-recited paragraph that the court a quo did not give thought to a number of pertinent factors which were put before it by the Liquidator to have regard to in determining whether the balance of convenience favored the grant or refusal of the remedy. Most importantly, it did not consider the welfare of the former employees of Mupane whose livelihoods depended on their income and whose non-payment of wages was, through the court petition of their union, what triggered the placement of Mupane into liquidation.”
Justice Lesetedi further noted that the High Court failed to consider the financial cost of prolonged litigation resulting from the interim interdict, especially given the depleted liquidation funds. Nor did it account for the likely deterioration of Mupane’s assets during extended legal proceedings, which would negatively impact the liquidator’s ability to perform his duties.
“No one can say how long the review application will take, how long any appeal that may arise out of that litigation will take, and how, in the meantime, without funds, the Liquidator would carry out his responsibilities. So too, the court a quo failed to consider that Ulsan had in any event bid markedly unfavorably compared to Nova Africa JV and that the creditors stood to lose in any decision favorable to Ulsan.”
The Court of Appeal upheld the appeal with costs against Ulsan Botswana, setting aside the previous High Court order and dismissing the interim interdict. This ruling removes the final legal barrier to transferring mining licenses and completing the asset sale agreement in favor of Nova Africa JV.
The controversy surrounding the sale of Mupane Mine
The broader history of the Mupane Mine sale remains fraught with controversy. Media reports highlight a statutory report by liquidator Kopanang Thekiso, which raised concerns that the 2022 sale of the mine from Canadian owner Galane Gold to locally owned Hawks Mining Company resembled asset stripping rather than a legitimate commercial transaction.
Reports further allege that during the COVID-19 pandemic, Galane Gold was allowed, under an unusual arrangement, to bypass standard exchange control regulations and repatriate 100 percent of its gold sales proceeds directly into a Canadian bank account.
While funds were reportedly held offshore to finance acquisitions outside Botswana, Galane allegedly continued to defer payment of local royalties owed to the Department of Mines.
Additionally, forensic audits reportedly uncovered a consistent 10 percent discrepancy between plant production figures and final gold pours from 2014 to 2024, resulting in an estimated P370 million revenue shortfall that management allegedly failed to report.
The controversy spilled into the political arena after court filings implicated senior government officials. Media reports and legal documents alleged that, during the bidding process, the liquidator was privately summoned by officials from the Ministry of Minerals and Energy and granted access to confidential documents containing competing bids.
These allegations raised concerns among creditors and rival bidders about possible political interference and breaches of transparency in the sale process.