Botha Gold Mine is facing a High Court challenge over a 25-year gold-processing agreement that a minority shareholder alleges has resulted in more than US$3 million being paid out of the company since 2022, raising questions about revenue allocation, corporate control and the management of the mining operation, Mining Zimbabwe can report.
By Rudairo Mapuranga
Tendai Chinyani, a shareholder in Side Electrical (Private) Limited, the company associated with Botha Gold Mine, has filed an application seeking the cancellation of an agreement with Ouro Tanque (Private) Limited, the disclosure of payments made under the arrangement and restrictions on the roles of former managing director Themba Kingsley Hlongwani and board chairman Augustine Manyau.
The application, filed in the High Court in Harare, alleges that the processing agreement was implemented on terms that differed from those originally agreed, while also challenging decisions concerning executive remuneration, financial management and the oversight of the company.
The dispute comes as Side Electrical announced on 21 October 2026 that Hlongwani’s tenure as managing director of Botha Gold Mine had ended with effect from 20 October, adding that operations would continue under established management structures.
Dispute over gold-processing revenue
Chinyani’s application centres on a memorandum of agreement signed in April 2022 between Side Electrical and Ouro Tanque.
According to the founding affidavit, Ouro Tanque was contracted to construct 500 vat-leaching tanks at Botha Mine, with the agreement providing for Side Electrical to receive 30 percent of Ouro Tanque’s profits after processing costs.
Chinyani alleges that the arrangement operated differently, with Ouro Tanque receiving approximately 33 percent of total revenue from each gold-processing run without deductions for expenses.
He claims that more than US$3 million has been extracted from the mine through the arrangement since 2022.
The applicant further alleges that the 25-year contract was entered into without a board resolution or shareholder knowledge and that Hlongwani failed to disclose an interest in Ouro Tanque.
The disagreement over the payment structure is central to the case because it concerns how revenue generated from gold processing is divided between the mine and its processing partner.
The contract’s duration also makes its terms significant to the mine’s long-term operating arrangements, particularly in relation to processing infrastructure, production costs and the allocation of revenue from gold recovered.
The court application seeks cancellation of the agreement and an order preventing its further implementation.
Questions over company oversight
The application also raises questions about the relationships between individuals serving in Botha Mine’s management and Ouro Tanque.
Chinyani refers to Ouro Tanque’s CR6 company registry filing, which records its incorporation on 29 December 2021, approximately three months before the processing agreement was concluded.
The affidavit also identifies an address associated with Lloyd Liver, listed as one of Ouro Tanque’s early directors, which the applicant says is also recorded for Ouro Tanque in the agreement and for Hlongwani in the court papers.
More significantly, the applicant points to Manyau’s appointment as a director of Ouro Tanque on 21 November 2025 while he was serving as chairman of Botha Mine’s board.
Chinyani argues that the overlapping positions raise questions about the independence of the board’s oversight of the processing agreement and whether potential conflicts of interest were properly disclosed.
The application seeks sworn declarations of any interests held by Hlongwani or Manyau in Ouro Tanque, alongside disclosure of payments made under the contract.
These issues place the mine’s contractual arrangements and board oversight at the centre of the shareholder dispute.
Allegations over executive remuneration
Beyond the processing contract, Chinyani alleges that Hlongwani fixed his own monthly salary at US$45,000 without board or shareholder approval.
The affidavit further alleges that Hlongwani continued drawing the salary while the company struggled to meet its liabilities, used company funds to finance his own operations and failed to maintain proper accounting records.
The applicant argues that the alleged conduct breached the company’s statutory obligations, including those relating to accounting records under section 182 of the Companies and Other Business Entities Act.
Chinyani is seeking disclosure of the payments made to Ouro Tanque since April 2022, details of the financing of the vat-leaching infrastructure and information about the financial interests of the individuals named in the application.
The disclosures, if ordered, would allow the parties and the court to examine the financial arrangements behind the disputed processing contract and the basis on which payments were made.
Earlier court order remains disputed
The latest application follows an earlier dispute over the leadership and shareholding of Side Electrical.
On 11 December 2024, Justice Munangati-Manongwa issued an order in Simbarashe Nyenza v Side Electrical (Private) Limited, case number HCH 4802/24. According to Chinyani’s affidavit, the order upheld a shareholders’ resolution abolishing the position of executive chairperson and removing Hlongwani as executive chairman and director.
The order also reportedly addressed the Sendoyi Trust shareholding and the restoration of certain directors and bank signatories.
Chinyani alleges that Hlongwani continued managing the company and representing its interests despite the order.
However, Botha Gold Mine disputed the minority shareholders’ position in a public statement issued in February 2025, accusing them of attempting a hostile takeover using what it described as fraudulent court orders.
The company claimed that the order in HCH 4802/24 and a related order had been overturned by Justice Musithu under case number HCH 5865/24.
Chinyani’s current application maintains that the December 2024 order remains binding. The competing accounts leave the legal effect of the earlier proceedings as a key issue requiring examination of the relevant court records.
The current application seeks relief relating to the alleged conduct of the company’s affairs, the processing agreement and the roles of the individuals named as respondents.
Shareholding dispute behind the case
The application also revisits how control of Side Electrical developed.
According to Chinyani, the company was struggling to attract investment around 2015 when shareholders approached Hlongwani for financial assistance.
The affidavit alleges that subsequent shareholding changes favoured entities associated with him, including Jiwe Gold (Private) Limited and Sendoyi Trust, which together received 1,110 of the company’s 2,000 issued shares, representing 55.5 percent.
The 2024 court order reportedly addressed the Sendoyi Trust shareholding, but the effect of that order remains part of the wider dispute.
The current application focuses on alleged oppressive and unfairly prejudicial conduct in the management of the company rather than seeking a comprehensive determination of the ownership rights of parties not before the court.
The history nevertheless provides context for the disagreement over who exercises control over the business and how decisions concerning its gold-processing operations are made.
Relief sought
Chinyani is asking the High Court to declare that the conduct of Botha Mine’s affairs by Hlongwani, allegedly supported by Manyau, has been oppressive and unfairly prejudicial to minority shareholders.
The draft order seeks cancellation of the Ouro Tanque agreement, an interdict preventing its further implementation and an order requiring Ouro Tanque to cease mining and processing operations at Botha Mine and surrender any ore, carbon and gold in its possession.
It also seeks Manyau’s removal as board chairman and director, restrictions preventing Hlongwani from acting as managing director, chief executive or representative of the company, and disclosure of payments and financial interests connected to the processing arrangement.
The applicant further seeks a provision allowing the requested order to operate despite an appeal.
If granted, the remedies could alter the mine’s processing arrangements and management structure. The practical consequences would depend on the terms of any order issued by the court and the arrangements governing the mine’s operations.
Implications for the mining operation
The dispute highlights the importance of contractual transparency and effective board oversight in gold mining, particularly where processing infrastructure and revenue-sharing arrangements are involved.
For a mine, the allocation of revenue between the operator and a processing partner can have a direct bearing on operating margins, available cash flow and the resources available for production and infrastructure.
The central issue at Botha Gold Mine is whether the processing agreement was approved and implemented in accordance with its terms and the company’s governance requirements.
Chinyani’s application seeks to have those questions examined through the cancellation of the contract, disclosure of financial records and restrictions on the roles of the individuals he accuses of acting against the company’s interests.
With Side Electrical announcing the end of Hlongwani’s tenure as managing director, the dispute now places both the mine’s management arrangements and its long-term processing contract under scrutiny as the High Court considers the relief sought.
