Deceitful Promise: Strikes to Nationalize a Multi-Million Gold Refinery
Known as the Land of a Thousand Hills, the Republic of Rwanda is located at the heart of the Great Rift Valley, converging East Africa and African Great Lakes. Despite the African continent’s substantial natural wealth in mineral resources (especially gold), it significantly lacked the right machinery and infrastructure, as well as the trading expertise, that were needed to export large quantities of refined gold with value addition.
Aldabra, a foreign investment company owing its reputation to an impeccable service in processing and trading of precious metals for over three decades was encouraged by the public and private sectors from the Great Lakes Region to come back and create positive change in the region. After careful analysis of the situation in the region, Aldabra was convinced that they could add value to the gold supply chain. Plans to put up gold refineries started.
In 2017, Aldabra received a phone call from one of the higher authorities in Rwanda, requesting for a meeting in Kigali with a Steering Committee that was set up to find ways of adding value to gold in the country. The committee was composed of Hon. Ambassador James Musoni, who was serving as Rwanda’s Minister of Infrastructure at that time); Mr. James Kabarebe (at the time Rwanda’s Minister of Defense); Hon Francis Gatare (CEO of the Rwanda Mines, Petroleum and Gas Board (RMB); Mr. Innocent Safari (CFO of the RMB); along with high level military officials, Mr. Iyakaremye Serge Kajabo (then Managing Director of Ngali Mining Ltd. and Dr. William Ntambara (Group Head of Investment of Ngali Holdings Ltd, a state-owned entity).
As a powerful regulatory body, the Steering Committee engaged the investor into a high-level discussion geared towards exploring the possibility of him investing in state-of-the-art gold and precious metal refining facilities in Rwanda. Aldabra has wide experience in this field, having participated in the set-up of gold refineries in other African markets.
The discussions and deliberations of the meeting resulted in the following arrangements:
The Investor shall (through Aldabra Limited):
a. provide all the necessary technical and operational expertise in respect of the refinery, including an effective security system for receiving, processing, storing, importing and exporting gold and other precious metals;
b. be responsible for the provision of equipment and machineries as per international quality standards; c. be responsible for engineering techniques, technical know-how and trainings;
d. maintain a gold inflow to the refinery; and
e. provide initial and working capital.
Rwanda Government shall (through Ngali Mining Ltd):
a. negotiate with the local authorities in the Republic of Rwanda to obtain the necessary licenses and ensure that the business operates smoothly and successfully;
b. assist Aldango Limited in complying with all the regulatory conditions required for any permits / licenses to refine, purchase, sell and import/export gold in order to ensure that all permits and licenses are in good standing and valid, and Aldango can continue its operation indefinitely;
c. play the major role in public relations with local authorities in order to ensure that there will not be any interruption in Aldango’s operations;
d. obtain a (mineral) tax exemption, as the core objective of Aldango is to bring value addition to the Republic of Rwanda; and
e. promote the refinery in the Republic of Rwanda and on the entire African continent in order to sustain Aldango’s production capacity.
After the meeting, the foreign investor and the Steering Committee found themselves sharing the same vision and passion needed to make the investment materialize. This led to the signing of the Shareholders’ Agreement on Feb. 23, 2017. A formidable pact was inked between the two parties with Serge Kajabo representing the state-owned company, Ngali Mining Ltd.
Based on the key provision of the Shareholders Agreement, an incorporation of a joint venture company (namely, Aldango Ltd, of which Aldabra acquired 50% of the shares and Ngali Mining Ltd acquired the other 50%) were established with the purpose of joining efforts and availing the expertise of the Investor for the setting up of a state-of-the-art gold and precious metal refinery.
Aldabra fully financed Aldango’s acquisition of a 21,862 sqm plot of land situated in Umujyi Wa Kigali, Gasabo District Rwanda, Plot No. A14 in the Special Economic Zone. The company also shelled out millions of U.S. dollars in financing the construction of the state-of-the-art precious metal refining plant, installed the most up to date technologies and provided the necessary funds for the trading of precious metals. Little did Aldabra know that their investment, done in good faith, would fall into an unscrupulous trap of deceit. Aldabra planted the seed while the predators waited for it to flourish into a tree and eventually steal the fruit.
As the state-of-the-art refining facility gradually came to life, Aldabra exerted full effort in complying with the arrangements made in the Steering Committee, as well as the terms of the Shareholders Agreement.
Aldabra’s hardwork and effort came full circle on June 19, 2019, when the multi-million Gold Refinery – the first gold and precious metal refinery in the Republic of Rwanda, with the most sophisticated technologies to process large quantities of gold from all over the African continent – opened its doors.
The ‘Golden Promise’
Aldabra knew that its investment in Rwanda would come with risks, but was still confident that the decision to push through with the refinery project was the right one. The company drew its confidence from a most crucial promise made by the Steering Committee, that Aldango shall be exempted from royalty and mineral taxes.
A few months after seeing how successful Aldango was in their investment, it seemed a perfect timing for the Steering Committee to go against this promise. They started frustrating the Investor’s legitimate claims.
Adherence To Tax Laws
Despite the refusal to acknowledge this promise, as of press time.
Aldango has already settled over USD1.2 million (One Million Two Hundred Thousand U.S. Dollars) statutory taxes to the Rwanda Revenue Authority. These payments include: PAYE, RSSB, Withholding tax of 15%, VAT, Customs duty and others.
These payments came in just 18 months after the gold refinery commenced its operations in June 2019.
On December 12, 2017, Aldango received an assessment from the Rwanda Revenue Authority (“RRA”), claiming mineral taxes due for exports during the period between June and October 2017.
Dr. Ivan Twagirashema, who was at the time the CEO of Ngali Holdings (currently COO of the Rwanda Mines, Petroleum and Gas Board - RMB), immediately reached out to Aldabra via e-mail, stating that: RRA did not take into account the recommendations of the Steering Committees of Ministers made on the day top officials of Aldabra travelled to Kigali probably because they were not yet informed. He claimed that when he got informed about the file, he took it under his responsibility to work on it closely with Rwanda Mines, Petroleum and Gas Board - RMB. He even said that he contacted the Commissioner General of RRA and Hon. Gatare to inform them about the matter.
Yet, Aldabra immediately took action by addressing the matter to the Ministry of Finance & Economic Planning through Commissioner General of Rwanda Revenue.
Invalid Tax Claims
Aldango filed numerous requests to the Rwanda Revenue Authority to waive, as promised, the alleged tax liabilities: The first one on February 27, 2018 clarified that the profit margin in gold is very minimal, and, therefore, imposing a mineral tax rate of six percent (6%) is unrealistic and an exemption was promised before the project was set up.
Yet, all of Aldango’s legal and formal efforts to find common ground to resolve the matter with the government fell on deaf ears. The top plum was too promising to give up already.
Upon receipt of Rwanda Revenue Authority’s feedback, dated October 28, 2019, Aldabra emphasized that this situation is unworkable, that the alleged tax liability must be handled with the highest priority and be solved once and for all in an urgent Steering Committee meeting, or else Aldabra will pull out the investments made.
This time, another promise was made to Aldabra in an email dated November 2, 2019 by Jean de Dieu Mutunzi, at the time the Chief Executive Officer of Aldango Ltd, who offered him reassurance that Hon. Francis Gatare and Ngali Mining were handling the issue.
“ I think you are always in touch with CEO Gatare, this 6% royalty tax is for RMB, I have meet him several times about it and he always telling me that he is in touch with the Ministry of Finance. I even ask him to let me go meet the Ministry of Finance but he refused and said to me that he was following the case.
Even when this RRA letter came, he asked to leave it for him!!! Myself I have requested an urgent meeting of steering committee. I’m waiting a feedback and Ngali is working on it.
Jean de Dieu”.
Over the past years, Aldabra has engaged in good faith to address the RRA’s concerns by explaining that the alleged tax liabilities claimed are not due given the investment incentives promised to Aldango.
On the other note, Aldango was granted a Minerals Buying and Selling Permit by the Rwandan Ministry of Trade and Industry on June 9, 2017. This Trading License was granted for a period of three years and expired on June 8, 2020.
Licenses and Permits
Aldango submitted an application for the renewal of its Trading License and, at the same time, requested the Rwanda Mines, Petroleum and Gas Board – RMB to provide an export permit, which at that time was newly implemented by the RMB. Aldango started to miss several exports due to several delays and uncertain policies applied in obtaining export permits. Aldabra never imagined the wicked plan of its Rwandese partner.
On October 22, 2020, unidentified officers of the Rwanda Investigation Bureau (“RIB”), a state agency, showed up unannounced at Aldango’s office premise and arrested six members of Aldango’s staff, including Mr. Joseph Habonimana, a Burundian national and Aldango’s factory supervisor. The state security officers never presented a valid arrest warrant nor did they give an explanation for their actions. Mr. Joseph Habonimana remains a captive of the Rwandese authority up to this day.
Three days after, on October 25, 2020, Mr. Ilyas (Aldango’s Managing Director and representative of the Investor) was invited by the Rwanda Investigation Bureau (RIB) over investigations shrouded in mystery and wild allegations. He was interrogated at the RIB’s headquarters for more than three hours. After a couple of days in detention, Ilyas was informed by RIB officials that he would remain in a cell. He was even denied the right to a telephone call for legal representation.
Aldabra hired Mutangana and Partners Law Offices, the leading law firm in the country, represented by a former Prosecutor General. However, even the legal representative of Aldabra in Rwanda has been detained for no reason, and without any due process.
To resolve the woes hounding the arrested employees of Aldango, Hon. Francis Gatare sent a message to Aldabra, saying that the foreign company must address a letter to him requesting to intervene for the fair procedural rights. Aldabra issued the letter to Hon. Gatare and after three days the staff was released. Looking at the bigger picture, this is clearly the game that Ngali Mining has plotted, together with high-level authorities.
Illegal Takeover, Other Unlawful Acts by Ngali Mining Ltd.
As if the struggle was not over, powerful officials within the Rwandese authorities joined efforts to totally take over the multi-million gold refining facility by ensuring that the foreign investor is kicked out. For good.
On January 27, 2021, the government suddenly suspended Aldango’s export license without any prior notice and with immediate effect.
On January 28 and 29, 2021, immediately after the unlawful suspension of Aldango’s export license, representatives of Ngali Mining (namely Mr. Aime Ngabo – a former Rwandese military officer and Emmanuel Mupenzi – Chief Financial Officer at Ngali Mining), supported by the local authorities were permitted and enabled to illegally take over Aldango’s (asset).
Through the imminent threat of force and imprisonment, the Investor’s representatives present at the premises – namely Mr. Jonie Dequnia (Aldango’s production head and incumbent director) and Ms. Jonelyn Jardeleza (Aldango’s administrative assistant) – were forced to open the security vault, which contained gold bars, silver bars and cash belonging to Aldango and its customers.
Ngali Mining’s representatives unlawfully took and carried away 82,335.20 grams of gold (with an approximate value of USD 4,795,000.00) and 300 kilograms of silver (with an approximate value of USD 236,766.00).
In fear for their lives and safety, these representatives immediately fled from the Republic of Rwanda.
Such unlawful acts of Ngali Mining’s representatives were immediately reported to Ngali Holdings, the Rwanda Mines, Petroleum and Gas Board and the Rwanda Development Board by way of a letter from Aldabra’s lawyer, Mr. Joseph Dunia, dated February 2, 2021 and addressed to Ngali Holdings’ attorney, Mr. John Bosco Bugingo. However, no action was taken in respect of these unlawful acts.
On the contrary, Ngali Mining exported the stolen precious metals and is currently operating Aldango under the name of Equinox Mining Ltd in cooperation with Karim Somji, and with the consent and full support of the Rwandan authorities.
The Republic of Rwanda is using the alleged tax liability claimed by the RRA to justify other illegitimate actions of its government bodies – such as the illegal arrest and detention of Aldango’s staff and management and the sudden suspension of Aldango’s licence. The sole purpose is to expropriate the Investor of his investments to the benefit of the state-owned company Ngali Mining as well as the officials behind. Aldabra stands firm and will bring this matter to a court of arbitration as their stands are accompanied by strong evidence. The company has a huge pile of documents, electronic communications, and clear CCTV footage, all of which beef up its strong case against certain Rwanda’s authorities.
The story of Aldango Ltd is not the first case of its kind in Rwanda, where some government officials have attempted to grab and rip off investors.
Now that the authorities used their power to steal Aldango, we hope that other innocent investors seeking to invest in Rwanda will not suffer the same fate.
If such actions remain unpunished, there is no doubt it will take a negative toll on the reputation of Rwanda in the international business community, where, instead of attracting investors, nobody will want to be lured or hoodwinked into this level of deceit.
In this circumstance, the major victims are those employees and the people who were benefiting from the company. Aldango employed over 50 well-trained Rwandese and the benefits were immense as each of them has dependents.
Right now, the company is functioning under a different name. The ‘acting’ management Aime Ngabo and Emmanuel Mupenzi who were part of the group that orchestrated the smash-and-grab plot to steal the refinery are overseeing the poor standard of operation; the refinery is now working below the capacity, machinery breakdowns, spare parts are being stolen, there is hardly any maintenance works going on, cut off the salaries of the employees, fired some people and the few staff that turn up for work are poorly paid and demotivated while the government is no longer benefiting from the statutory taxes that Aldango is supposed to contribute. In addition, Aldango was bringing-in foreign currencies to the country, contributing to the value of the local currency and reduction of inflation, while boosting the national economy. Banks were benefiting as well, by generating revenues on Aldango’s transaction volume. The authorities who conspired to steal the gold refinery never considered that their greed would affect many people.
Madame Clare Akamanzi, the Chief Executive Officer of Rwanda Development Board and Hon. Francis Gatare the Chief Executive Officer of Rwanda Mines, Petroleum and Gas Board have an opportunity to stop this complete collapse of one of the biggest projects to come out of Rwanda’s processing and manufacturing industry by handing back the refinery to its rightful owners.
It is unfortunate that these unique and amazing opportunities have been compromised simply because of some greedy individuals. This is one of the main reasons why it is very difficult to attract investors in the region because the authorities themselves are tarnishing not only their country, but the potential of the whole African continent as well.