AVZ Discussion 2022

[Carlos Danger]

However, in the highly unlikely even, when Green Lithium only holds 60% of 13359, then CATH will be holding a little bit more than 50% of Green Lithium

X=30.5%/60%

In that case, AVZ lost control

We own 75%
View attachment 75713
View attachment 75714

Groundhogs


https://thestockexchange.com.au/threads/avz-discussion-2022.78/page-2718#post-446605

Let's just wait and see what eventuates.

CATH % will (surely) be based on the current situation which is 75%, so the 40.6% in GLH won't change. There is no escalation or de-escalation clause mentioned. AVZ therefore does NOT lose control in the highly unlikely situation where DATHOMIR is given 15% back. And we are still going for the ROFR 15% too

So whether AVI/AVZ/GLH ends up with 60,75 or 90% of DATHCOM, CATH still only ever has INDIRECT interest in 30.5%, represented by 40.6% of GLH

p.s. maybe settlement of this shitshow is far more progressed than is being published

Hi Fellas, I am Whiddon3 over on the chopper - these are my views I posted over there. Obviously we all only know what was in the announcement but my take is as follows.

Happy New Year SH's. Great way to kick off 2025 with some positive developments..

AVZ has proven that as the lead in the project they were not able to progress forward, this was due to all the detractors and all the roadblocks which popped up at every single turn. We were never going to move this forward as the lead, China was always going to obtain the control, no matter how long it took. The reason this has stalled is because until now China had not gained the control.

This deal gives Pei control of the project. Through this transaction he is getting 30.5% of the project (of which we owned 60% undisputed). So effectively AVZ has sold more than 50% of their share in the project. The 15% with Cong/Dathomir still needs to be resolved, plus the 15% first right of refusal is still arguably on the table somewhere.

The .5% is very interesting and where the clues lie as to how this ends up...

On completion of the TIA (and prior to the resolution of Dathomir + First right of refusal) AVZ will own 29.5% of the project. Pei will own 30.5%

Pei is now going to negotiate the ML and resolve the outstanding issues. So what will Pei get in addition to his 30.5%? Well he clearly wants control, and probably only has a mandate to negotiate on the basis that he does has the control over the project. So will he go after our 15% from Dathomir? Nigel must stay strong on this. That is ours, AVZ did a capital raise in Australia for that, we paid the transaction fees in accordance with the law and the deal terms. The we had the money returned, only to then be stolen from our farking bank account. That 15% is OURS, don't bend the knee on that Nigel.

If Pei needs control, give him the first right of refusal on the other 15%.

Then we have 44.5%, Pei has 45% and the DRC 10%.

I do believe the deal at present is good for us. It de-risks us big time, sure we lose some equity, but let's face it, we had nothing, we were on the canvas. The count was at 9.... Locke Funding was brutal, and meant court cases for years. Nightmare... At least here we have optionality. We can fund our share of development with with the $259m, or we can borrow from Pei at 9.00% and repay via profits, or we can raise money and fund via alternative means.

The key here is that the project gets fast tracked by Pei. Let's face it, we would take years and years to move it along. No ASX company can honestly be listed on the ASX and run a project in DRC. Too may anti corruption and bribery rules need to be broken just to operate in country.

In my opinion, even if Pei resolves the Dathomir issue, Nigel should NOT give up that 15%. A final standing of 29.5% would be a pretty big pummeling for the board. Let's hope we can get the extra 15% or at least 10% of that 15%, so we end up at 39.5% - 44.5%. Let's then sit back and let China do all the work and collect some divies in a few years.

Don't be mistaken people, we don't have control of the project anymore, but given the way this has played out to date I don't think that that is a bad thing. Let's get this thing going...

Good to see you here Whiddon, you are completely wasted on that shit hole crapper site thats for sure , hoping to see more of you here and less over there in future....

Mate, you clearly are alot more clued up in the company structures than i am, after all, i am just a simple tradie ( hell, i didnt even know GLH was a entity so fark me )

That being said, this whole restructured deal with Cath comes with alot of conjecture including the arbitration cases yet to be resolved and ultimately, only the AVZ BOD really knows the correct equation going forward

I will attempt to contact the BOSS and seek clarification on this percentage structure, although i would think that is sensitive information so even if he told me, i wouldnt be able to reveal in any case.

Hopefully we get a formal announcement in the not too distant future explaining the mix cause i highly doubt we will need to wait until the next AGM for question time as i get the strong vibe a resolution to this mess is not that far away.

imo

Worth adding to this discussion the terms from the original TIA about ownership

The 'restructured' TIA mentions no change to these terms so we can only assume they continue

Couldn't be any clearer that the deal is based on AVZ owning 75% of Manono

 

[Xerof]

Where would the rights to the tin sit?
Thx.

We have an off-take agreement for 100% of the Tin. Must say I thought at the time it was a bit sad looking but at least it was dealt with.

Don't forget the Tin

 

[Xerof]

@Carlos Danger

But the new deal pushes participation up the food chain to indirect, so I'm struggling to work out how a shift in the final % at the DATHCOM level works out. There's no detail on how any adjustment takes place

 

[tolate]

View attachment 75757

Maybe you need to ACCEPT there is certain conditions CATH demand first..!
Availability Period •
The funds will be available to AVZ until the earlier of: - a Mining Licence is granted over the Manono Project and completion of the revised TIA; or - completion of scheduled drawdowns in December 2025 or in 2026

 

[Carlos Danger]

@Carlos Danger

But the new deal pushes participation up the food chain to indirect, so I'm struggling to work out how a shift in the final % at the DATHCOM level works out. There's no detail on how any adjustment takes place

Currently Dathcom is GLH 75% (AVZ 59.4% / CATH 40.6%) and Cominiere 25%

10% must be ceded to the DRC government by Cominiere

What happens to the remaining 15% from Cominiere is unknown. Cominiere could keep it or if they want to sell we get first dibs and I'm sure with Pei now involved price wouldn't be an issue for GLH. But Nigel has mentioned in the past that the DRC government could take a bigger share.

If we end up getting the Cominiere 15% then it will be absorbed into GLH and the AVZ 59.4% / CATH 40.6% split will be applied to the 90%. Unlike the Dathomir 15% which is included in the TIA as completion occurred upon payment to Cong. However I see GLH ending up with 90% as the most unlikely outcome and the Cominiere 15% will stay in DRC hands one way or another.

So my prediction is GLH 75% / DRC 25% (15% of which possibly still retained by Cominiere) on a direct basis for Dathcom and AVZ 44.5% / CATH 30.5% / DRC 25% on an indirect basis for profits imo

 

[Dazmac66]

Please watch this 15 minute video. It probably deserves it's own thread. Greater alignment with China may well be a masterstroke to see us receive value for our investments. Happy sunday to all.

2https://youtu.be/y1KLK1G0ByU?si=Ni3FMqoB_cS7qfNI

 

[Azzler]

Please watch this 15 minute video. It probably deserves it's own thread. Greater alignment with China may well be a masterstroke to see us receive value for our investments. Happy sunday to all.

2https://youtu.be/y1KLK1G0ByU?si=Ni3FMqoB_cS7qfNI

That is a sus AF link if I ever saw one.

 

[Hemicuda]

Managed 1 session without sharks And cleaned up in big sweetlip off caloundra. Plenty of fish out there but sharks eat the lot! Waste of time and fish.

Blimey 4kg is good grassies,,, yup on the sharks out there their everywhere at the moment

 

[Dazmac66]

That is a sus AF link if I ever saw one.

What do you mean Azzler?

PS sent you message Hemicuda.

 

[Flexi]

That is a sus AF link if I ever saw one.

Remove the 2 from the link at the beginning. Interesting predictions.

 

[whales]

Currently Dathcom is GLH 75% (AVZ 59.4% / CATH 40.6%) and Cominiere 25%

10% must be ceded to the DRC government by Cominiere

What happens to the remaining 15% from Cominiere is unknown. Cominiere could keep it or if they want to sell we get first dibs and I'm sure with Pei now involved price wouldn't be an issue for GLH. But Nigel has mentioned in the past that the DRC government could take a bigger share.

If we end up getting the Cominiere 15% then it will be absorbed into GLH and the AVZ 59.4% / CATH 40.6% split will be applied to the 90%. Unlike the Dathomir 15% which is included in the TIA as completion occurred upon payment to Cong. However I see GLH ending up with 90% as the most unlikely outcome and the Cominiere 15% will stay in DRC hands one way or another.

So my prediction is GLH 75% / DRC 25% (15% of which possibly still retained by Cominiere) on a direct basis for Dathcom and AVZ 44.5% / CATH 30.5% / DRC 25% on an indirect basis for profits imo

On your prediction of DRC retain 25% on an indirect basis , still leaves uncertainty surrounding the 15% ROFR being illegally sold to Zijin.
So still possible the need for Abitration ruling on the ROFR to quash the illegal sale or DRC / have made a deal with AVZ on Carrier?

 

[Carlos Danger]

Incredible by the bod. A truly remarkable effort to have pulled this off. Pretty clear what happens next imo

On your prediction of DRC retain 25% on an indirect basis , still leaves uncertainty surrounding the 15% ROFR being illegally sold to Zijin.
So still possible the need for Abitration ruling on the ROFR to quash the illegal sale or DRC / have made a deal with AVZ on Carrier?

The question of the FROR will be answered in the case we brought against Cominiere at the ICC for their repeated flagrant violations of the Dathcom joint venture agreement specifically ICC No. 27720/SP

However even if we win Cominiere have zero obligation to sell

Felix has wanted processing done in country and a bigger cut of profits all along and I reckon he has got his way on that

I've made my thoughts on the legal status of CDL very clear in the past

Dathcom will be remunerated with cash plus a free carried 10% of Manono Lithium with zoning reverting to the waiver split line and we all play nice on the power plant imo

 

[whales]

The question of the FROR will be answered in the case we brought against Cominiere at the ICC for their repeated flagrant violations of the Dathcom joint venture agreement specifically ICC No. 27720/SP

However even if we win Cominiere have zero obligation to sell

Felix has wanted processing done in country and a bigger cut of profits all along and I reckon he has got his way on that

I've made my thoughts on the legal status of CDL very clear in the past

Dathcom will be remunerated with cash plus a free carried 10% of Manono Lithium with zoning reverting to the waiver split line and we all play nice on the power plant imo

Thank you Carlos .
Also thank you to all that stayed positive and supported shareholders on this forum in very difficult time situation for AVZ
Geo thanks
Beginning to jump for joy..
Aka PASBOZ on hotcrapper.

 

[Strongman]

Hey PhatCatz have a read of @ Carlos Danger last 2 posts. I think he has explained it perfectly.
Thanks Carlos

 

[Carlos Danger]

Hey PhatCatz have a read of @ Carlos Danger last 2 posts. I think he has explained it perfectly.
Thanks Carlos

Can you feel the tension? I can. I can feel it down in my plums. They're getting a nice bluish hue.

‘There is a reasonable prospect that a party, including the Company, will be granted a PE in respect of the Carriere de l’Este Mineral Resource’

‘Roche Dure has the good powder’

‘The north is haunted by mica’

’95% of the value is in the south’

 

[JasonM]

been a away a bit over a day and what 5 or 6 pages of posts to catch up on, something must be happening which is awfully nice to be in this situation in a very long time.

@SilentOne its not defeatist to reach a negotiated outcome, I firmly believe zijin will remain with the north, they'll pay for it, maybe $200m, $300m, whatever but in the end only way to move forward in my view is to let go of that and move on. all speculation on here so time will tell

 

[Xerof]

View attachment 75806
Can you feel the tension? I can. I can feel it down in my plums. They're getting a nice bluish hue.

‘There is a reasonable prospect that a party, including the Company, will be granted a PE in respect of the Carriere de l’Este Mineral Resource’

‘Roche Dure has the good powder’

‘The north is haunted by mica’

’95% of the value is in the south’

View attachment 75807

My plums have morphed into avocados, and they are ripening by the hour

and to @whales PAZBOZ, I had missed your input over on the crapper, but here you have been all the time. Should have guessed with whales as your nick. I think we traded whale memes in days gone by

 

[Point Piper Dealer]

I posted this on hotcrapper, let me know your thoughts:

"Good post Xerof, however if a deal is struck with the DRC govt in obtaining a ML and therefore all court cases are dropped at part of the deal, I would suspect that the Dathomir percentage would go to CATH given they will ultimately be the ones whom will negotiate with Simon Cong.

Sure if we continued down the ICC / ISCID route then yes AVZ would claim the % from Dathomir due to a legal win awarding us the rights, however I don't believe this will be case moving forward. My feel is all negotiations will be done by CATH! AVZ will take a backseat in all dealings!

As we all know AVZ doesn't have a great name in the DRC (not our fault) and therefore my feel is for us to secure ML, drop cases, provide what is seen as a win-win for the DRC govt we will become a minority holder. The transaction/payout/transfer on Dathomir will tip us into the minority holder status. I do believe however we will have higher voting rights, as this would have been written up legally. The reason I say this is because CATH will not be able to override/spill the board with votes as part of the relationship deed. We need to read between the lines here."

 

[Winenut]

Does anyone have a correct diagramatic representation of the corporate structure for Dathcom and the AVZ related entities involved and % holdings "prior" to the new arrangement just annnounced involving Mr Pei and Green Lithium Holdings?

The representation (or even just straight cold hard data) would ideally include Dathcom, AVZI, AVZ Minerals and Green Lithium Holdings at a very minimum and indicating parent and subsidiary entities and relevant holding percentages

I've been searching everywhere but I'll be fucked if I can find a definitive one and I would like it as a starting point for my own calculations and analysis of the new Mr Pei/CATH arrangements

I've really appreciated the input from others on the thread but there seems to be a number of different variations and views as to what we are starting with and what we can expect if the arrangement is implimented

All help greatly appreciated

Cheers!

 

[Carlos Danger]

I posted this on hotcrapper, let me know your thoughts:

"Good post Xerof, however if a deal is struck with the DRC govt in obtaining a ML and therefore all court cases are dropped at part of the deal, I would suspect that the Dathomir percentage would go to CATH given they will ultimately be the ones whom will negotiate with Simon Cong.

Sure if we continued down the ICC / ISCID route then yes AVZ would claim the % from Dathomir due to a legal win awarding us the rights, however I don't believe this will be case moving forward. Mt feel is all negotiations will be done by CATH! AVZ will take a backseat in all dealings!

As we all know AVZ doesn't have a great name in the DRC (not our fault) and therefore my feel is for us to secure ML, drop cases, provide what is seen as a win-win for the DRC govt we will become a minority holder. The transaction/payout/transfer on Dathomir will tip us into the minority holder status. I do believe however we will have higher voting rights, as this would have been written up legally. The reason I say this is because CATH will not be able to overwrite/spill the board with votes as part of the relationship deed. We need to read between the lines here."

You misunderstand the nature of our disagreement with Dathomir

Part of the negotiations if occurring will be the requirement that Cong admits the SPA's were completed correctly

This is crucial for Graeme Johnston avoiding jail

The TIA terms clearly show that the deal is based on AVZ holding 75% of Manono

Shouldn't be too much longer now for the ICC to confirm the SPA's were completed upon payment so tick tock if Cong wants to avoid damages imo