AVZ Discussion 2022

[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"

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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!

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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:
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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]

x.com

x.com

x.com

x.com

 

[Schnitzelfresser]

For the record: a deal should theoretically be reached by 09.02. (?) so that neither party pays the fees for the arbitration court unnecessarily. Then everything could happen very quickly.

In fact, everyone only saves face if Zijin gets something from the North, we get money or other compensation in return. Cominiere gets to keep the play money for drugs and hookers, the charges are dropped, the DRC is thanked for the great cooperation. We and CATH/CATL get the South. Hydropower plant is shared.

Something similar has already been written.

 

[Winenut]

I reckon the international arbitration fees are chicken feed in relation to the numbers we are looking at with regard to the bigger picture of Manono

 

[JNRB]

For the record: a deal should theoretically be reached by 09.02. (?) so that neither party pays the fees for the arbitration court unnecessarily. Then everything could happen very quickly.

In fact, everyone only saves face if Zijin gets something from the North, we get money or other compensation in return. Cominiere gets to keep the play money for drugs and hookers, the charges are dropped, the DRC is thanked for the great cooperation. We and CATH/CATL get the South. Hydropower plant is shared.

Something similar has already been written.

Fortunately, we don't need a solution where everyone saves face.

Zijin / Cominiere / Celestin can fight amongst themselves as to who gets thrown under the bus.

 

[RHyNO]

I tell ya if they sort this, and relist, I’m going to hold until I can put some of this lithium into my home Tesla bot. If Nigel gets an outcome here it’s testament to his ability to lead a project in Africa.

 

[tolate]

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.

Maybe a PURE case of let the CHINESE deal with the CHINESE...!!
CATH deal with ZIJIN and the DRC
Cath is in the BOX seat...imo
But if AVZ, is granted a M L that is a breath of AIR...!

 

[DiscoDanNZ]

So only one question remains:
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I hear our pay day is imminent.