Four of Africa Bitcoin Corporation’s six directors, including chair Norma Sephuma and interim CEO Stafford Masie, have resigned after a shareholder group led by WGW Capital moved to have them voted off the board. The JSE-listed bitcoin treasury company is left with two directors.
In a stock exchange announcement on Monday, the company said WGW and other shareholders holding about 71.8% of its ordinary shares had sent the board a second letter. It required resolutions to be put to a shareholders’ meeting to remove Sephuma, Masie and independent non-executive directors Snowy Masakale and GG Alcock. All four resigned with effect from 9 October.
The departing directors said “material differences” had emerged between the board and WGW, and that after receiving the second letter they concluded those differences could not be resolved. Sephuma and Masakale also resigned from the board of Altvest Credit Opportunities Fund, a group subsidiary.
Masie has separately resigned as interim CEO and director of bitcoin strategy, with his last day set for 28 February 2027. He will continue in his executive role until then to provide continuity and an orderly handover to a permanent CEO, the company said.
Masie, Google’s first country manager in South Africa, became interim CEO on 31 August, when founder Warren Wheatley was placed on precautionary leave after the Financial Sector Conduct Authority (FSCA) debarred him.
The remaining directors are Robin Coode, an independent non-executive director, and financial director Jonathan Phillips. The company said they are working with its advisers to restore the board and committee composition required by law and the JSE Listings Requirements. The Companies Act requires a public company to have at least three directors.
Two weeks of escalation
The resignations come four days after WGW and other shareholders, then holding about 76% of the ordinary shares, demanded a shareholders’ meeting under section 61(3) of the Companies Act to vote on the appointment of two new non-executive directors.
The board accepted the demand was valid but said it did not support the appointments. It stressed that its objection was not a judgment on the candidates’ experience but related to “governance and regulatory integrity”, given the exceptional circumstances facing the group.
That demand still stands, and the company said it will convene the meeting. The resolutions to remove the four directors no longer serve a purpose and will not be needed.
WGW Capital is wholly owned by the WGW Family Trust, whose beneficiaries are Wheatley and his immediate family, according to a company announcement in August. That announcement put the combined stake of Wheatley and his related parties – WGW, his wife’s company Tatum Keshwar Investments and Kayle Wheatley – at 50.35%. WGW is also jointly and severally liable with Wheatley for the R5-million penalty the FSCA imposed on him.
All three were debarred for 20 years. They dispute the findings and are seeking reconsideration from the Financial Services Tribunal. The FSCA made no findings against the company or its subsidiaries.
Wheatley resigned as a director on 31 August and as CEO on 21 September.
Altvest renamed itself Africa Bitcoin Corporation after becoming the first listed African company to adopt bitcoin as a primary treasury reserve asset. It held 5.5331 bitcoin after its most recent disclosed purchase, in May. — © 2026 NewsCentral Media
Source: techcentral.co.za
