Claim No: CR-2024-004856 - [2025] EWHC 2304 (Ch)

Fecha: 10-Sep-2025

The Interim Regime

(f)

The Interim Regime

50.

The Interim Regime has comprised about 18 different orders from time to time, made between December 2016 and February 2023. The purpose of the Interim Regime has been to hold the ring pending determination of the 2016 Claim, including Koza Altin’s counterclaim about the validity of Article 26, although Koza Altin argues that it has been ineffective in doing so.

51.

The nature and scope of the Interim Regime has changed over time; in particular, it has grown and shrunk. The chronology is complex, but in summary:

The first iteration of the Interim Regime became embodied in an order of Asplin J dated 21 December 2016 (the“Asplin Order”). That imposed restraints on both sides:

Koza Altin was restrained from calling any general meetings of Koza Ltd or passing any shareholder resolutions (in light of the fact that the Authority Claim was then live); and

Koza Ltd undertook to deal with its funds only in the ordinary and proper course of business, and also to give Koza Altin advance notice of any new projects or expenditure over £25,000.

ii)

On 31 March 2021, Trower J added to the Interim Regime by ordering that Koza Ltd was to provide Koza Altin, quarterly, with:

a list of all of its assets, together with the actual or estimated value of the same;

confirmation of the balance remaining of the £60m with which it was capitalised; and

its latest management accounts and cash flow forecast.

iii)

Trower J also ordered that Koza Ltd must not spend any sums or incur any liabilities in connection with the costs of the 2016 or 2021 Proceedings (as Mr Ipek had been causing it to do), subject to specific limited exceptions.

iv)

On 17 June 2022, HHJ Gerald ordered that Koza Ltd must not deal with any of its assets other than in the ordinary and proper course of business (i.e. the Interim Regime was extended beyond funds), and made various ancillary orders (the“Gerald Order”). The application for the Gerald Order was triggered by Koza Altin’s discovery that Koza Ltd had transferred 99% of its interest in its principal mining project (the “SAM Alaska Project”) to a Delaware subsidiary for a nominal consideration of US$100 and that Mr Ipek apparently contemplated rerunning the Authority Claim again in Delaware in the event that his control of Koza Ltd in this jurisdiction was removed.

On 13 July 2022, Murray Rosen QC (now KC) ordered the continuation of the Gerald Order, and also tightened up the restrictions on Koza Ltd in the Asplin Order, such that under his order (the “Rosen Order”):

Koza Ltd was not to “make any individual payment of £2,500 or more, or make payments in aggregate of £25,000 per month, or incur any individual liability of £2,500 or more, or incur liabilities in aggregate of £25,000 per month, except where spending such sums or incurring such liabilities is:

agreed with Koza Altin in writing to be in the ordinary and proper course of business, such agreement not to be unreasonably withheld or delayed;

ii)

specifically permitted by the court; or

iii)

required pursuant to a pre-existing legal obligation the satisfaction of which by Koza Ltd is mandatory; and

96 hours’ advance notice was to be provided of any payments or liabilities falling within category (iii).

vi)

On 26 January 2023, HHJ Jarman KC ordered by consent that the Gerald and Rosen Orders would continue, and also:

added what was effectively an anti-suit injunction to the Gerald Order, preventing Koza Ltd and Mr Ipek from re-running the Authority Claim in the US; and

added to the information that Koza Altin was required to be given in respect of payments falling within category (iii), and also payments made to a company called Whitehall Consulting Partners Ltd (“Whitehall”).

vii)

On 10 February 2023, following the Supreme Court’s refusal of permission to appeal the decision that there was no serious issue to be tried in respect of the Authority Claim, HHJ Jarman KC varied the Asplin Order so that the restraint on Koza Altin reflected only the actions specified in Article 26, and made expressly clear that it “shall not prevent [Koza Altin] from exercising any other voting rights or powers of control available to it in respect of Koza Ltd”.

52.

In summary, Koza Ltd has since 2016 been subject to restraints, and since July 2022 very severe (but Koza Altin would say justified) restraints, such that any material expenditure (and therefore decisions) should be subject to Koza Altin’s or the court’s consent. Koza Altin was originally constrained from passing special resolutions, but is now permitted to do so, save as expressly prohibited by (the disputed) Article 26. Under the terms of the Interim Regime as it now stands:

Koza Altin may not pass special resolutions in respect of matters covered by Article 26 (including removing directors and passing a resolution to wind up the Company);

ii)

Koza Ltd may not, and Mr Ipek may not cause Koza Ltd to, deal with its assets other than in the ordinary and proper course of its business;

iii)

Koza Ltd may not, and Mr Ipek must not cause Koza Ltd to, make any payments or incur any liabilities over £2,500 individually, or over £25,000 in aggregate per month, except where the payment or liability is: (a) specifically permitted by the court; (b) agreed with Koza Altin in writing to be in Koza Ltd’s ordinary and proper course of business, or (c) made pursuant to a pre-existing legal obligation.

iv)

Koza Ltd has certain reporting obligations to Koza Altin.