MME Spells Out Solway Liberia Ownership, Leaked Document Clarifies

In the wake of controversies over the ownership of Solway Mining Inc., a leaked document in the possession of this paper believed to be a comprehensive report from the Ministry of Mines and Energy has provided a detailed explanation of the ownership of Solway Mining Incorporated; see below:

MINISTRY OF MINES & ENERGY POSITION ON THE GRANTING AND SUBSEQUENT TERMINATION OF MINERAL EXPLORATION LICENSE (MEL8000119) TO SOLWAY MINING INC.

By: The Ministry of Mines and Energy

Date: December 15, 2023

___________________________________________________________

SUMMARY HIGHLIGHTS

 The granting of MEL8000119 to SOLWAY Mining Inc and its subsequent termination were executed according to provisions of the Minerals and Mining Law of 2000, the license itself and, the Regulations Governing Mineral Exploration Activities in Liberia

 Our licensing system then captured Mr. Alford Morgan as 100% owner of SOLWAY Mining Inc.

 Transfers and Change of Controls of all Mineral Rights are governed by Section 9.17. Assignment and transfer of Mineral Rights, and Section 9.19. Condition for Transfer of the Minerals and Mining Law of 2000; and Section 15. ASSIGNMENTS, TRANSFERS AND CHANGES OF CONTROL of the Regulations Governing Mineral Exploration Activities in Liberia.

 Mr. Morgan was still in possession of his 100% shares of SOLWAY Mining Inc. as justified by his share certificate of October 17, 2018, at the time the Ministry granted MEL8000119.

 Almost five months to the expiration of Mineral Exploration license (MEL8000119), precisely on June 27, 2022, the Chief Operating Officer of SOLWAY Mining Inc., Mr. Alford B. Morgan applied for an extension of MEL8000119.

 On September 13, 2022, the Minister granted two years extension to MEL8000119 with a caveat that “the extension will remain valid for the period specified provided that all filings and obligations are settled within ninety (90) days of the effective date of the extension.”

 On December 14, 2022, the Ministry of Mines and Energy issued a Termination Notice to SOLWAY Mining Inc. of its Mineral Exploration License# MEL8000119 for not curing all the Defaults that were issued in previous DEFAULT NOTICES.

 SOLWAY Mining Inc. did not provide all the outstanding filings and obligations that were listed in all the Default Notices and the Termination Notice issued to MEL8000119 despite the 14 days grace period. Therefore, the license terminated automatically on the 28th of December 2022.

 If the termination of MEL8000119 by the Ministry of Mines and Energy is to be challenged, it must be done by the license holder (SOLWAY Mining Inc), and this must be done according to Section 19.1. Settlement of Dispute of the Minerals and Mining Law of 2000. But as it relates to the Mineral Right in question (Mineral Exploration License), there was no Agreement signed between the license holder (SOLWAY Mining Inc.) and the Government of Liberia. As such, the next regulatory document to use to settle disputes as the result of the termination of the license is the Regulations Governing Mineral Exploration Activities in Liberia; and Section 18 of the Regulations outlines the requisite procedures.

1.0 INTRODUCTION/BACKGROUND

The Ministry of Mines and Energy is pleased to present its perspectives on the granting of Mineral Exploration License (MEL8000119) to SOLWAY MINING INC of Tax Identification Number 500881717, and the subsequent termination of said license.

The granting of MEL8000119 to SOLWAY Mining Inc and its subsequent termination were executed according to provisions of the Minerals and Mining Law of 2000, the license itself and, the Regulations Governing Mineral Exploration Activities in Liberia.

The license under consideration falls in the category of Mineral Rights which include a Reconnaissance License, a Prospecting License, an Exploration License, a Mining License, or a Quarry License according to CHAPTER 1, Section 1.3 (hh) of the Minerals and Mining Laws of Liberia.

2.0 GRANTING OF THE LICENSE

The Ministry of Mines & Energy received an interest in the mineral sector from Mr. Alford B. Morgan of SOLWAY Mining Inc. through an application form that was filled in and submitted to the Minister’s office as required on January 3, 2019. The application was vetted, approved, the company was invoiced and after proof of payment was made, the license under discussion was granted.

2.1 Vetting of the Application

During the vetting of the application lodged by SOLWAY Mining Inc., the Article of Incorporation, Business Registration document and other supporting documents aimed at supporting the applicant’s claims about its ownership, financial and technical preparedness to conduct mineral exploration activities for iron ore was scrutinized. Careful review of the applicant’s filings revealed the following:

2.1.1 SOLWAY Mining Inc. initially received an Article of Incorporation on 10th October 2018, that indicates Mr. Alford Morgan owning 500 shares representing 100% shares of the company.

2.1.2 Instead of SOLWAY Mining Inc. filing the 2018 Articles of Incorporation of 10th October 2018, the company filed an Amended Articles of Incorporation of SOLWAY Mining Inc. that was issued on January 2, 2019, along with their application. The later Article of Incorporation indicated that Mr. Morgan’s 100% share will be reduced to 25% once they have consummated their internal agreement, and the remaining 75% share will be given to SOLWAY Industries Ltd. Meanwhile, the Ministry only received a Business Registration for SOLWAY Mining Inc. and not SOLWAY Industries Ltd.

2.1.3 To clear up all doubts about the ownership of SOLWAY Mining Inc. we requested the corresponding share certificates. In return, we were told that the January 2, 2019, amendment of the Articles of Incorporation was done where Solway Industries subscribed to 75% of the shares and that Mr. Morgan then requested Solway Industries to pay consideration for their shares, but they didn’t pay any consideration at that time thereby making it impossible to obtain the necessary share certificate. As the result, we only received a share certificate that was issued to SOLWAY Mining Inc. on October 17, 2018, which indicates that Mr. Alford Morgan owned 100% shares of the 500 shares.

With that revelation, our licensing system then captured Mr. Alford Morgan as

100% owner of SOLWAY Mining Inc.

2.1.4 In support of the applicant’s (SOLWAY Mining Inc.) application to obtain the

license, the financial and technical competence of the applicant was supplied by a letter the applicant submitted to the Ministry. This letter (Re: Letter of Support for Solway Mining Incorporated (the “Company”) for its application for Mineral Operations License) was written to the Ministry on 24th Dec 2018, but was submitted along with the application on 3rd January 2019. In this support letter, the writer, Mr. Pavel Ermolaev, Chief Investment Officer of Solway Investment Group GmbH amongst other emphatically stated in paragraph two by saying “ Hereby we confirm you that as of the date of this writing, we have the contractual arrangement with Alford Morgan, a citizen of Republic of Liberia, and owner of 100% of shares of Solway Mining Incorporated (the “Applicant”), to transfer majority ownership and operating control over the Company to our affiliated company Solway Mining Liberia Ltd, and we undertake the following:…” However, Transfers and Change of Controls of all Mineral Rights are governed by Section 9.17. Assignment and transfer of Mineral Rights, and Section 9.19. Condition for Transfer of the Minerals and Mining Law of 2000; and Section 15.

ASSIGNMENTS, TRANSFERS AND CHANGES OF CONTROL of the Regulations Governing Mineral Exploration Activities in Liberia. 2.1.5 The geospatial coordinates were also vetted to ascertain the exact geographic location of the application area relative to other licenses.

2.2 Grant and Administration of the License

2.2.1 The Mineral Exploration license (MEL8000119) was granted on October 14, 2019, to SOLWAY Mining Inc. after proof of payment for the license was presented.

2.2.2 Mr. Morgan was still in possession of his 100% shares of SOLWAY Mining Inc. as justified by his share certificate of October 17, 2018, at the time the Ministry granted MEL8000119.

2.2.3 From the date the mineral exploration license was issued to the date the license was terminated, SOLWAY Mining Inc. had not written the Minister for a change of control of MEL8000119 as required by Section 9.17 and Section 9.19 of the Minerals and Mining Law of 2000; and Section 15 of the Regulations Governing Mineral Exploration Activities in Liberia.

2.2.4 Almost five months to the expiration of Mineral Exploration license (MEL8000119), precisely on June 27, 2022, the Chief Operating Officer of SOLWAY Mining Inc., Mr. Alford B. Morgan applied for an extension of MEL8000119.

2.2.5 On 28 July 2022, the Ministry issued a NOTICE OF DEFAULT TO MINERAL EXPLORATION LICENSE(MEL8000119) and addressed to Mr. Alford B. Morgan, Chief Operating Officer of SOLWAY Mining. In the NOTICE, the company was reminded about its non-adherence to Section 6.1(f); Section 6.1 (d); Section 6.1 (k); Section 6.1 (i); Section 6.1 (m);

Section 6.2; Section 10.2; and Section 10.3 of the Mineral Exploration Regulations of Liberia. The company was given 60 days to heal the Defaults.

2.2.6 On September 13, 2022, the Minister responded to Mr. Morgan through a

letter (Ref: RL/MME/GEM/301/2022), with Re: EXTENSION OF MINERAL EXPLORATION LICENSE# MEL8000119.

In this letter, the Ministry granted two years extension to MEL8000119 consistent with Section 5.3 (f) of the Minerals and Mining Law of 2000, but with a caveat that “the extension will remain valid for the period specified provided that all filings and obligations are settled within ninety (90) days of the effective date of the extension.”

2.2.7 On October 7, 2022, SOLWAY Mining Inc./Mr. Alford B. Morgan wrote to the Ministry requesting for details of the outstanding filings that were mentioned in the two years extension of MEL8000119 (Ref:

RL/MME/GEM/301/2022) that needed to be cured within 90 days.

2.2.8 However, on October 19, 2022, the Ministry responded to SOLWAY Mining Inc. through a communication with Ref: RL/MME/GEM/400/2022 which referred Mr. Morgan to Section 4 of the license(MEL8000119), and the fact that as a license holder, the Ministry was of the opinion that the company was familiar with all of the requirements and obligations contained in the regulatory framework documents mentioned on the license.

2.2.9 On December 14, 2022, the Ministry of Mines and Energy issued a Termination Notice to SOLWAY Mining Inc. of its Mineral Exploration License# MEL8000119 for not curing all the Defaults that were outlined in previous DEFAULT NOTICES. The company was given extra 14 days grace period to settle all its obligations and was emphatically informed that the license will be terminated according to Sec. 17.1 (d) of the Regulations Governing Mineral Exploration Activities of the Republic of Liberia. The company was also informed about its rights to request a hearing to be held to contest the Ministry’s assertion that Termination Events had occurred, and it was notified accordingly.

2.2.10 To the date of the Termination Notice, some of the filings were made, but no submission was made for the Defaults associated with:

 the Required Representations and Warranties as per Schedule 4.2(d) of the Regulations Governing Mineral Exploration Activities in Liberia; and

 the required Security for remediation and Restoration according to Section 10.3 of the Exploration Regulations of Liberia SOLWAY Mining Inc. did not provide all the outstanding filings and obligations that were listed in all the previously issued Default Notices and the Termination Notice issued to MEL8000119 despite the 14 days grace period. Therefore, the license terminated automatically on the 28th of December 2022.

Finally, we want to stress that the Mineral Exploration license (MEL8000119) that was issued to SOLWAY Mining Inc. on October 14, 2019, was subject to provisions of the license itself, the Minerals and Mining Law of 2000, the Regulations Governing Mineral Exploration Activities in Liberia and other application Laws of Liberia. Meanwhile, Section 4.1 (a) of the license clearly states that the License (MEL8000119) and the rights of the Licensee (SOLWAY Mining Inc.) are subject to the Mining Law and the exploration regulations.

If the termination of MEL8000119 by the Ministry of Mines and Energy is to be challenged, it must be done by the license holder (SOLWAY Mining Inc), and this must be done according to Section 19.1. Settlement of Dispute of the Minerals and Mining Law of 2000 which states; “The resolution of any dispute arising under any of the provisions of this Law between Holders of Mineral Rights and between another Holder of such Rights; and the Government of Liberia shall be governed by the respective provisions provided for in such agreements.”

As it relates to the Mineral Right in question (Mineral Exploration License), there was no Agreement signed between the license holder (SOLWAY Mining Inc.) and the Government of Liberia. The next regulatory document to use to settle disputes as the result of the termination of the license is the Regulations Governing Mineral Exploration Activities in Liberia; and Section 18 of the Regulations is clear on that. Section 18. OPPORTUNITY FOR HEARING AND JUDICIAL REVIEW of the Mineral Exploration Regulations is based on the Administrative Procedure Act and is used to settle disputes arising as the result of the Termination of a Mineral Exploration license.

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