Four out of six directors of Africa Bitcoin Corporation resigned after a group of shareholders, led by WGW Capital, demanded a vote on their removal from office. The JSE-listed company managing a bitcoin treasury now has only two directors.
In a stock exchange announcement on Monday, the company stated that WGW and other shareholders, who own about 71.8% of common shares, sent a second letter to the board of directors. This letter demanded resolutions at the shareholders' meeting to remove Norma Sefuma, Stafford Massey, and independent non-executive directors Snowy Masakale and GG Alcock. All four resigned on October 9th.
The departing directors stated that 'significant disagreements' arose between the board of directors and WGW, and after receiving the second letter, they concluded that these differences could not be resolved. Sefuma and Masakale also left the board of Altvest Credit Opportunities Fund, a subsidiary.
Massey separately resigned as interim CEO and Director of Bitcoin Strategy; his last working day is set for February 28, 2027. The company clarified that he will continue to perform his executive duties until that date to ensure continuity and orderly handover to the permanent CEO.
Massey, who previously served as Google's first country manager in South Africa, became interim CEO on August 31 when founder Warren Wheatley was suspended as a precautionary measure after the Financial Sector Conduct Authority (FSCA) banned him from activities. The remaining directors are Robin Cud, an independent non-executive director, and CFO Jonathan Phillips. The company stated that it is working with consultants to restore the composition of the board and committee required by law and JSE Listings Requirements. Company law requires a public company to have at least three directors.
Two Weeks of Escalation
These resignations occurred four days after WGW and other shareholders, who then held about 76% of common shares, demanded a general meeting of shareholders under section 61(3) of the Companies Act to vote on the appointment of two new non-executive directors. The board acknowledged the validity of this demand but stated that it did not support these appointments. It emphasized that its objection was not an assessment of the candidates' experience but related to 'corporate governance and regulatory integrity,' given the exceptional circumstances the group faced.
This demand remains valid, and the company announced that it will convene a meeting. Resolutions to remove the four directors are no longer relevant and will not be needed.
According to the company's announcement in August, WGW Capital is wholly owned by WGW Family Trust, whose beneficiaries include Wheatley and his immediate family. This announcement established the combined stake of Wheatley and associated parties—WGW, wife's company Tatum Keshwar Investments, and Kayle Wheatley—at 50.35%. WGW is also jointly liable with Wheatley for a fine of 5 million rand imposed by the FSCA. All three were banned for 20 years. They are challenging these findings and seeking review in the Financial Services Tribunal. The FSCA made no findings against the company or its subsidiaries.
Wheatley resigned as a director on August 31 and as CEO on September 21. Altvest renamed itself Africa Bitcoin Corporation after becoming the first registered African company to adopt bitcoin as its primary treasury reserve asset. After its last disclosed acquisition in May, it held 5.5331 bitcoins.