AVZ Discussion 2022

[BEISHA]

Re: Mt feel is all negotiations will be done by CATH! AVZ will take a backseat in all dealings!

I can't see the majority holder (AVZ/GLH) allowing the Chinese minority holder (CATH) to negotiate on it's behalf. From a business strategy point of view, that's corporate suicide.

AVZ hasn't fought tooth and nail for the past two years against a relentless campaign of graft and corruption to simply relinquish its negotiating position and its future to the Chinese.

Agree, i am pretty sure the relationship with AVZ / CATH has been strained in the past, as other posters have mentioned Cath can be a bit of a turn coat ........they voted for MAGA 2 yrs ago plus i am sure prior to that i remember somewhere Pei was meant to catch up with Nigel for a important meeting, yet cancelled and conducted a private meeting with Cong instead.

Once bitten twice shy needs to be the approach.

 

[BEISHA]

Just to add to the confusion...

The 2023 annual report says:

AVZ International Pty Ltd (AVZI) which is the wholly owned subsidiary of AVZ that holds 75% of the shares in Dathcom pursuant to the Dathcom joint venture agreement dated 27 January 2017, as amended from time to time (Dathcom JVA)

The December 2023 Quartely says:

AVZ International Pty Ltd (AVZI) and Green Lithium Holdings Pte Ltd (GLH) which are wholly owned subsidiaries of AVZ that held or currently hold 75% of the shares in Dathcom pursuant to the Dathcom joint venture agreement dated 27 January 2017, as amended from time to time (Dathcom JVA)

Each could be interpreted as saying structure is AVZ - GLH - AVZI - Dathcom or AVZ - AVZI - GLH - Dathcom haha

The other issue I have with AVZ - AVZI - GLH - Dathcom is there would be no need for AVZI to be involved in the arbitrations as the shares would have been transferred to GLH but AVZI are still listed as a party in every case

Therefore AVZ - GLH - AVZI - Dathcom makes the most logical sense imo

 

[BEISHA]

View attachment 75829

Anyone care to just run a ruler over this and see that I've got the starting point correct?

Note this structure is "pre" the awarding of a Mining Licence, does not take into account the dispute with Dathomir and does not incorporate any other events like the fucksticks Cominiere illegally floging off 15% to corrupt Zijin, the previous TIA with CATH picking up 24% nor the new proposed arrangement with CATH/Mr Pei involving GLH

What does CNTS under Cominiere refer to ?

I am asking for a friend....

 

[Winenut]

Just to add to the confusion...

The 2023 annual report says:

AVZ International Pty Ltd (AVZI) which is the wholly owned subsidiary of AVZ that holds 75% of the shares in Dathcom pursuant to the Dathcom joint venture agreement dated 27 January 2017, as amended from time to time (Dathcom JVA)

The December 2023 Quartely says:

AVZ International Pty Ltd (AVZI) and Green Lithium Holdings Pte Ltd (GLH) which are wholly owned subsidiaries of AVZ that held or currently hold 75% of the shares in Dathcom pursuant to the Dathcom joint venture agreement dated 27 January 2017, as amended from time to time (Dathcom JVA)

Each of them could be interpreted as saying structure is AVZ - GLH - AVZI - Dathcom or AVZ - AVZI - GLH - Dathcom haha

The other issue I have with AVZ - AVZI - GLH - Dathcom is there would be no need for AVZI to be involved in the arbitrations as the shares would have been transferred to GLH but AVZI are still listed as a party in every case

Therefore AVZ - GLH - AVZI - Dathcom makes the most logical sense imo

"Therefore AVZ - GLH - AVZI - Dathcom makes the most logical sense imo"

 

[Winenut]

What does CNTS under Cominiere refer to ?

I am asking for a friend....

It refers to CUNTS

Let your friend know

 

[cruiser51]

Yeah I reckon

Could be that they made GLH a subsidary of AVZI instead but that would require a transfer of the Datchom shares to GLH which would have most likely caused FROR problems under the Dathcom JVA

Either way GLH needs to be between AVZ and AVZI or AVZI and Dathcom for GLH to be a party to arbitrations and for sale of its shares to represent an indirect 30.5% interest in Manono transferred to CATH imo

CATH will pay AVZ US$259.25m to acquire a 30.5% indirect interest in the Manono Project, through the acquisition of shares in Green Lithium Holding Lte. Ltd (GLH) (a wholly owned subsidiary of AVZ International Pty Ltd (AVZI) and the holder of legal title to AVZ's interest in Dathcom Mining SA (Dathcom)),

So it is AVZ - AVZI - GLH - Dathcom

IMO

 

[Carlos Danger]

CATH will pay AVZ US$259.25m to acquire a 30.5% indirect interest in the Manono Project, through the acquisition of shares in Green Lithium Holding Lte. Ltd (GLH) (a wholly owned subsidiary of AVZ International Pty Ltd (AVZI) and the holder of legal title to AVZ's interest in Dathcom Mining SA (Dathcom)),

So it is AVZ - AVZI - GLH - Dathcom

IMO

"Therefore AVZ - GLH - AVZI - Dathcom makes the most logical sense imo"

View attachment 75848

View attachment 75849

Haha it was right there on page 1 of the announcement the whole time

I wonder how they got around the FROR for Cominiere then

Perhaps there is a loophole in the Dathcom JVA for transfers between controlled entities of the ultimate parent company

And it seeems odd that AVZI would need to be in the arbitrations initiated after this transfer occured but it's probably due to them being the holder of the Datchom rights at the time that the various disputes occured

But it is clear that it is AVZ - AVZI - GLH - Dathcom well spotted Cruiser

 

[Winenut]

CATH will pay AVZ US$259.25m to acquire a 30.5% indirect interest in the Manono Project, through the acquisition of shares in Green Lithium Holding Lte. Ltd (GLH) (a wholly owned subsidiary of AVZ International Pty Ltd (AVZI) and the holder of legal title to AVZ's interest in Dathcom Mining SA (Dathcom)),

So it is AVZ - AVZI - GLH - Dathcom

IMO

Haha it was right there on page 1 of the announcement the whole time

I wonder how they got around the FROR for Cominiere then

Perhaps there is a loophole in the Dathcom JVA for transfers between controlled entities of the ultimate parent company

And it seeems odd that AVZI would need to be in the arbitrations initiated after this transfer occured but it's probably due to them being the holder of the Datchom rights at the time that the various disputes occured

But it is clear that it is AVZ - AVZI - GLH - Dathcom well spotted Cruiser

and so now for the second time....

 

[Winenut]

And all this has been just to get to an agreed fucking starting point!

 

[Samus]

And all this has been just to get to an agreed fucking starting point!

View attachment 75854

So only one question remains:

 

[Hudnut]

And all this has been just to get to an agreed fucking starting point!

View attachment 75854

The "U" is still missing.

 

[cruiser51]

Haha it was right there on page 1 of the announcement the whole time

I wonder how they got around the FROR for Cominiere then

Perhaps there is a loophole in the Dathcom JVA for transfers between controlled entities of the ultimate parent company

And it seeems odd that AVZI would need to be in the arbitrations initiated after this transfer occured but it's probably due to them being the holder of the Datchom rights at the time that the various disputes occured

But it is clear that it is AVZ - AVZI - GLH - Dathcom well spotted Cruiser

I believe the transfer to GLH and AVZI was mentioned somewhere in the Datcom JV agreement, It pissed certain people in the DRC off, but the real meaning of it escaped them. It totally confused the green dragon.
Sometime reasons for reorganisations shouldn't be completely explained.

Funny thing I believe the change to GLH as being the Dathcom holding company occurred on the Calendar after the previous mentioned FAR vs WDS case and opened some people eyes a little.
Moral of the story was, If you are dealing with a ROFR and your JV partner holds a tenement in a subsidiary company, legally your FROF is not worth the paper it is written on.

All IMO of course.

 

[cruiser51]

So only one question remains:
View attachment 75855

Fucking pending.

 

[Carlos Danger]

I believe the transfer to GLH and AVZI was mentioned somewhere in the Datcom JV agreement, It pissed certain people in the DRC off, but the real meaning of it escaped them. It totally confused the green dragon.
Sometime reasons for reorganisations shouldn't be completely explained.

Funny thing I believe the change to GLH as being the Dathcom holding company occurred on the Calendar after the previous mentioned FAR vs WDS case and opened some people eyes a little.
Moral of the story was, If you are dealing with a ROFR and your JV partner holds a tenement in a subsidiary company, legally your FROF is not worth the paper it is written on.

All IMO of course.

Dathcom JVA clearly states AVZI as the holder. It was written 5 years before GLH was incorporated. There have been amendments but is the holder of the rights something that is amendable?

I would have thought it needed a ratification of the other shareholders but it seems not

 

[Winenut]

I'm still cognisant.....

 

[Flight996]

Dathcom JVA clearly states AVZI as the holder. It was written 5 years before GLH was incorporated. There have been amendments but is the holder of the rights something that is amendable?

I would have thought it needed a ratification of the other shareholders but it seems not

That is a very good question Carlos.

As we are all quite aware, the 2017 Dathcom JVA restricts the transfer or sale of shares in Dathcom to third parties.

However, since Green Lithium Holdings (GLH) is a subsidiary of AVZ International (AVZI), which in turn is a subsidiary of AVZ Minerals (AVZ), AVZ's transfer of its shares in Dathcom to GLH is a related-party transfer that does not result in a change of beneficial ownership. The transfer to GLH appears to be an administrative transfer, and maybe for that reason does not require shareholder approval.

Cominiere's sale of 15% of Dathcom to Jin Cheng, on the other hand was a third party transfer, which resulted in a change of beneficial ownership. That sale was clearly a breach of the JVA.

Cheers
F

 

[Winenut]

That is a very good question Carlos.

As we are all quite aware, the 2017 Dathcom JVA restricts the transfer or sale of shares in Dathcom to third parties.

However, since Green Lithium Holdings (GLH) is a subsidiary of AVZ International (AVZI), which in turn is a subsidiary of AVZ Minerals (AVZ), AVZ's transfer of its shares in Dathcom to GLH is a related-party transfer that does not result in a change of beneficial ownership. The transfer to GLH appears to be an administrative transfer, and maybe for that reason does not require shareholder approval.

Cominiere's sale of 15% of Dathcom to Jin Cheng, on the other hand is a third party transfer, which also resulted in a change of beneficial ownership. That sale was clearly a breach of the JVA.

Cheers
F

Very eloquently put Flight

 

[Carlos Danger]

That is a very good question Carlos.

As we are all quite aware, the 2017 Dathcom JVA restricts the transfer or sale of shares in Dathcom to third parties.

However, since Green Lithium Holdings (GLH) is a subsidiary of AVZ International (AVZI), which in turn is a subsidiary of AVZ Minerals (AVZ), AVZ's transfer of its shares in Dathcom to GLH is a related-party transfer that does not result in a change of beneficial ownership. The transfer to GLH appears to be an administrative transfer, and maybe for that reason does not require shareholder approval.

Cominiere's sale of 15% of Dathcom to Jin Cheng, on the other hand is a third party transfer, which also resulted in a change of beneficial ownership. That sale was clearly a breach of the JVA.

Cheers
F

Yeah all well and good for beneficial ownership but is that recognised within Dathcom and the flow on to the RCCM

Doubt it. Cominiere said at the ICC they don't recognise GLH.

So there surely had to be some sort of mechanism to transfer actual control within the Dathcom JVA that overrides Cominiere's FROR

 

[Carlos Danger]

That is a very good question Carlos.

As we are all quite aware, the 2017 Dathcom JVA restricts the transfer or sale of shares in Dathcom to third parties.

However, since Green Lithium Holdings (GLH) is a subsidiary of AVZ International (AVZI), which in turn is a subsidiary of AVZ Minerals (AVZ), AVZ's transfer of its shares in Dathcom to GLH is a related-party transfer that does not result in a change of beneficial ownership. The transfer to GLH appears to be an administrative transfer, and maybe for that reason does not require shareholder approval.

Cominiere's sale of 15% of Dathcom to Jin Cheng, on the other hand is a third party transfer, which also resulted in a change of beneficial ownership. That sale was clearly a breach of the JVA.

Cheers
F

Yeah all well and good for beneficial ownership but is that recognised within Dathcom and the flow on to the RCCM

Doubt it. Cominiere said at the ICC they don't recognise GLH.

So there surely had to be some sort of mechanism to transfer actual control within the Dathcom JVA that overrides Cominiere's FROR

Found it. Article 9.1A allows it. But AVZI must have a take back clause in the event GLH ceases to be a company and we had to notify the management board of Dathcom at least 8 days before the transfer so all g

 

[Frank]

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