Pula Group has formally appealed parts of the ruling of the Tanzanian High Court in its long-running dispute with African Rainbow Capital (ARC).
In Pula’s appeal they argue that the Court should have determined the remaining liability issues against the defendants already before it rather than striking off the proceedings because additional companies had not been joined in the original suit.
Pula Group LLC and Pula Graphite Partners Tanzania Limited have filed a Notice of Appeal against the High Court’s 7 August 2026 decision. The respondents are African Rainbow Minerals Limited, Patrice Motsepe, African Rainbow Capital Proprietary Limited and ARCH Sustainable Resource GPCO Limited.
Pula Chairman Ambassador Charles Stith said the appeal followed a ruling which, despite ultimately striking off the proceedings, made a series of findings supporting significant elements of Pula’s case.
“The judgment did not reject our case,” Stith said. “On several of the central issues we have raised from the beginning, the Court found in our favour. Our appeal is about ensuring that those findings lead to a determination of the remaining questions of liability and damages.”
The High Court rejected ARC’s challenge to Tanzania’s jurisdiction over the dispute. It reaffirmed Tanzania’s statutory jurisdiction over disputes concerning the extraction, exploitation and use of natural resources situated in the country.
The Court also rejected ARC’s attempt to use a subsequent South African judgment to terminate the Tanzanian proceedings. It held that the South African decision was “inconclusive and immaterial” for purposes of the Tanzanian case and dismissed ARC’s plea of res judicata.
Most significantly for Pula’s underlying case, the judge found that the evidence pointed to Mr Motsepe having a controlling interest in ARC and the capacity to materially to influence its decision making. The Court described him as a “linking factor between ARM and ARC”.
The judgment also records that evidence identifying Mr Motsepe as a trustee or director across the relevant corporate structure was substantially conceded by ARC, save for its denial that he held a controlling interest in ARC.
The Court further accepted an Australian corporate filing as evidence of ARCH’s investment in Evolution Energy Minerals Limited for and on behalf of several related companies, including ARC.
In analysing Pula’s case, the judge identified its first component as whether ARC, ARM and ARCH were related and interrelated companies under Mr Motsepe’s common control. The Court found that the available evidence was primarily directed at proving that Mr Motsepe was a controlling factor in the related and interrelated companies, including ARC.
“These findings go to the heart of what we have argued throughout this case — that the entities cannot simply be looked at in isolation when assessing what happened after Pula disclosed its confidential information,” Stith said.
Pula challenges requirement to add Evolution and Ngwena
Despite those findings, the High Court ultimately concluded that Evolution Energy Minerals Limited, Ngwena Tanzania Limited and potentially other Evolution-related entities should have been joined before the remaining questions concerning the alleged breach could be determined.
The Court accordingly declined to determine the remaining issues concerning contractual liability, the potential lifting of the corporate veil and the alleged breach of Pula’s confidentiality agreement and struck off the proceedings.
Pula disputes that outcome.
Stith said one of the central issues Pula intends to pursue is whether Evolution needed to be joined in order for liability to be determined against the parties that Pula says were bound by, or implicated in, the confidentiality undertaking.
“Evolution received the investment, but Evolution did not sign Pula’s confidentiality and non-compete agreement,” Stith said.
“The contractual obligation arose from the agreement entered into with ARM. Our position is that the investor decides where and when to invest. We therefore believe there is a serious question as to whether the absence of Evolution should have prevented the Court from determining liability against the parties already before it.”
The High Court itself acknowledged that it had discretion under Tanzanian procedural law to order the addition of necessary parties. It elected not to exercise that discretion because it considered that there could be additional Evolution entities requiring identification and that an order for joinder could lead to delay.
Pula’s position is that, after a full trial and extensive evidence, the proceedings should have been allowed to continue to a substantive determination.
Pula can also bring the additional parties before the Court
At the same time, the judgment provides Pula with another route forward.
The Court has now expressly identified Evolution Energy Minerals, Ngwena Tanzania and potentially other relevant Evolution entities as parties it considers necessary before the remaining questions can be adjudicated.
Pula is therefore considering, alongside the appeal, fresh proceedings that would include those entities and cure the joinder issue identified by the Court.
“One very live option is to refile, include the parties the Court has identified, restate the value of the claim based on the evidence now available and seek a final determination on liability and damages,” Stith said.
“In that sense, while the ruling delays justice, it also gives us a very clear roadmap for what needs to happen next.”
Potential damages could rise to US$230 million
Pula’s original claim sought US$195 million in compensatory damages arising from the alleged breach of the confidentiality agreement. The judgment records that claim together with Pula’s demand for declaratory relief, interest and costs.
Stith said the US$195 million figure was based on an independent third-party assessment of the value Pula stood to lose from the competitive disadvantage allegedly created by the breach.
Since the original proceedings were instituted, Pula says additional information has emerged concerning the value of Evolution Energy Minerals and the corporate structure behind the competing Chilalo graphite project.
Stith said Evolution subsequently filed investor documentation placing its value at approximately US$340 million, which Pula believes provides further evidence relevant to quantifying its potential damages.
“Based on the information now available, this matter could well cost Mr Motsepe and the associated companies approximately US$230 million,” Stith said.
“If we refile, one of the issues we will consider is restating the damages claim to reflect the evidence that has emerged since the original case was instituted.”
Any revised damages claim would remain subject to the evidence placed before the Court and the Court’s ultimate determination.
Australian filings strengthen Pula’s case on corporate links
Pula also points to corporate disclosures lodged in Australia as significant evidence of the relationships between the companies involved.
The High Court considered an Australian Stock Exchange Form 603 identifying Mr Motsepe as having a relevant interest alongside several of the companies connected to the investment structure.
Pula says those disclosures reinforce its argument that the investment into Evolution cannot be viewed independently of the corporate relationships between ARM, ARC, ARCH and Mr Motsepe.
“The documentary trail is increasingly clear,” Stith said. “That evidence, together with the findings already made by the Tanzanian High Court, gives us confidence in taking the next step.”
Case has wider implications for African resource development
Stith, a former United States Ambassador to Tanzania, said the dispute also raises a wider issue about the ability of African companies to participate meaningfully in the development of the continent’s mineral resources.
“Africa cannot derive the full benefit of its natural resource wealth if African companies are unable to participate meaningfully in discovering, developing and owning those resources,” he said.
“Local companies frequently need international capital and expertise. That requires them to share commercially sensitive geological, financial and development information with potential investors. Those agreements have to be respected.”
“This case is therefore about more than the value of one graphite project. It is about whether an African company can sit across the table from a major international investor, disclose valuable information under a contractual undertaking and expect that undertaking to have meaning.”
“Pula intends to pursue this case until those questions are finally determined.”.