Africa Bitcoin Corporation's board had a vote coming, and four of its six directors decided not to wait for it. Chair Norma Sephuma, interim chief executive Stafford Masie and independent directors Snowy Masakale and GG Alcock resigned with effect from 9 October, the company announced on Monday, after shareholders asked for a vote to remove them. Robin Coode and financial director Jonathan Phillips are the only two left.
The company began as Altvest Capital, which listed on the Cape Town Stock Exchange in May 2022 and moved to the JSE's AltX board for smaller companies in October 2024. Its co-founder, Warren Wheatley, was chief executive until recently, and the shareholder at the centre of this fight, WGW Capital, is owned by a family trust whose beneficiaries include Wheatley and his family.
A 20-year ban, and Wheatley's R301 defence
The fight starts with the Financial Sector Conduct Authority. At the end of August the regulator found that Wheatley and two colleagues had contravened section 80 of the Financial Markets Act, and Daily Investor reports it found they artificially inflated Altvest's share price in 2022. It banned the three from financial services for 20 years and fined them R9 million between them, R5 million of it Wheatley's. Wheatley says the trades were a test of a share-trading platform, and that "three trades for a combined 50 shares worth a total of R301.00" were executed. All three dispute the findings and are taking them to the Financial Services Tribunal.
Wheatley stepped down as chief executive "without any admission of wrongdoing", in his words, and Masie, already an executive director, took over on an interim basis from 31 August. Leaving the job did not mean leaving the share register. In August, Wheatley and related parties, WGW among them, had lifted their combined stake in the company from 45.6% to just over half.
The letters that emptied the boardroom
On 8 October the company said WGW and other shareholders holding about 76% had demanded a meeting to vote two new non-executive directors onto the board. The board said it did not support them, pointing to "governance and regulatory integrity given the exceptional circumstances currently facing the Group". The two candidates have not been named. A second letter followed, from holders of about 71.8%, adding resolutions to remove four directors, and those four are the ones who resigned.
The four explained themselves in the same announcement. They "did not take the decision to resign lightly", it says, but "material differences emerged between the Board and WGW", and after the second letter they concluded those differences "could not be resolved".
Rebuilding the board falls to the two who are left. They are working with advisers to fill the seats the listing rules require, and the demand for a vote on two new directors still stands, though the removal votes are now pointless. Masie has also resigned as interim chief executive, with his last day set for 28 February 2027, and says he will keep doing the job until then to hand over to permanent leadership.
