When You Put A Clown into a Palace, the Clown does not become King… The Palace becomes a Circus!

 

Preference Shares, are mandatorily redeemable on a specific date… The Preference Shares are Redeemable after 60 months from the initial issue date and as a result are classified as debt and disclosed as such in the statement of financial position. Preference Shares, which are mandatorily redeemable on a specific date, are classified as liabilities

In George Manyere’s own words: I mean it’s not like you are taking money from billionaires who will not care if they lose a little bit of their money, but you are taking hard-earned money from Pensioner’s. He was open and transparent in his assessment, as most investors were in fact pensioners. 

“The Directors who committed the fraud will try to put the spotlight on the investors who invested within the company and their own conduct, knowledge, and motives. They will say that these “Offended Investors” had access to material information, and itself sought to score a huge profit despite known or knowable risks. The Directors may argue, the investors are seeking to blame someone else for the consequences of their own decisions.“

Reckless Trading 

The directors conducted the business of recklessly and in contravention of Sections 22(1) of the Companies Act, 2008 that clearly defines that a company must not carry on its business recklessly, with gross negligence, with the intent to defraud any person or for any fraudulent purpose.

Makaha Mine: 05th November 2019 Sens Document- Terms announcement in relation to a mining and exploration joint venture agreement – Makaha Mine to be acquired for R22 Million the contribution will be funded from capital raised through 's listed preference share and bond programmes, with contributions to the JVC to commence from April 2020. Two months after notifying investors of the default.- The same mine bought directly from the Major Shareholder George Manyere.

Things change and the mine gets registered as: 

Chrome Valley Mining (Registration Number 112/2019) Registered on the 01st November 2019. SENS 05/11/ 2019 – states that: The company the Group bought 51% of a mine from the Machaka Mining Co-Operation. The contribution of R22 Million will be funded from capital raised through ’s listed Preference share and Bond Programmed payment to commence April 2020.

“In terms of the JSE Listing Requirements, the acquisition in terms of the Joint Venture Agreement is categorized as a Category 2 Transaction and involves no related parties (as defined by the JSE listing requirements) and is not subject to approval by shareholders.”

Two years later in a document released to shareholders on the 13th December 2021, Page 19, section 3.6.2 reads… “The company obtained 51% of Chrome Valley Mining on 31 December 2019 from Mr. George Manyere on Page 7, states “Chrome Valley Mining Private Limited a private company duly registered and incorporated under the laws of Zimbabwe 51% owned by ECS Private Equity (The company), 30% owned by Rockcastle Commodities Propriety Limited. (registration number 6950/2015) a company with limited liability, duly registered and incorporated under the laws of Zimbabwe, and owned by Rapheal Tinashe Manyere and the Zahra Investment Trust and 19% owned by a local community consortium. The Zahra Investment Trust, a discretionary family trust, established in Zimbabwe by George Manyere, for the benefit of his children.

How interesting is it that up and until August 2022, the minning claims have still not been handed over to George Manyere who in turn should hand them over to Afristrat. 

In these acquisitions the board fraudulently represented to its shareholders that was able to pay, redeem preference shares to investors, continued to sell more shares to the benefit of the directors/ public officers and shadow director.

Investments, assets within the company are diversified across a number of industries, predominantly financial services and technology. High-growth opportunities are identified and negotiated by industry specialists with significant experience in these industries.

Shareholder value is currently improved by the expansion of the Group through the growth in the underlying assets and operational trading.

The liability of the Chrome Valley Mining Pvt Limited relates to the company’s obligation to pay $1,5 million for the development of the Chrome mineral assets held by Chrome Valley Mine Development to secure the Group’s 51% interest. The funding comprises the initial capital contribution of the company.

Chrome Valley Mining Pvt Limited (51.0%) (market approach as this is an exploration asset owning a 2400 ha claim with an estimated potential Chrome resource of 1.9 million tonnes located about 40 kilometres Northeast of Guruve town centre). The investment is classified as an exploration asset and will be a key focus of the Group

Section 162(5)(c)(iv) The director’s had, inter alia, allowed the company to continue business in parlous and insolvent circumstances and extracted company money in order to pay for business acquired directly through the major shareholder, with misstatements to investors and to continue selling the ‘Preference Shares”, knowing that being a public company, which required proper accounting systems and was destressed, strong on debt liability to investors.

It was clear from evidence that when the company was called upon to repay / redeem the capital invested by Investors, it was not able to do so. The company nominate that they have sufficient assets, not the liquid assets. Then they go and buy a useless mine from George Manyere, such mine still has to be verified on it’s existance.

The Board believes the steps taken were necessary to protect its investments. The Board believes that the investments have the potential to realise significant value for debt holders and preference shareholders over the medium to longer term.- The Interm results 6 months ending December 2019