"ZJININ waives 15%, but demands shares of PE13359 northeast"
NEWSECONOMY
Why ZIJIN buys 15% at 33.44 million $US of COMINIERE to give it up without consideration, mafia on PE13359 northeast?
April 10, 2023
Kiki Kienge
By Kiki Kienge
The answer is in the very confidential letter of October 21, 2022 sent by the Chinese giant, ZIJIN to COMINIERE, which had leaked strict controls from the Chinese and Congolese leaders of the two companies.
It was a surprise for everyone to see the Exploitation Permit granted to the Australians of AVZ Minerals by the Minister of Mines in his decree of January 28, 2023, Antoinette Nsamba Kalambayi , but which was held in the drawers of the mining cadastre (CAMI) for unclear reasons. “Conflicts between shareholders”, here is the reason given by the Minister for the cancellation following a letter from the Director General ad Interim, Célestin Kibeya addressed to Nsamba Kalambayi.
As a reminder, the Australian group AVZ Minerals owns 60%, plus the 15% still in litigation with DATHOMIR of the Chinese Simon Cong, in the joint venture with the Congolese State, DATHCOM. The rest was made up of 20% of COMINIERE and 5% of Mauritians from MMCS.
In 2021, the Chinese group ZIJIN invites itself into the lithium dance and offers to buy the 20% of COMINIERE, the latter decides to sell only 15% to the Chinese. For a value of US$150 million according to the General Inspectorate of Finance (IGF) report, COMINIERE with the agreement of the Ministry of Portfolio, sells the 15% at US$33,440 million.
After the report of the IGF which judges the sale of COMINIERE to ZIJIN not in conformity with the laws of the DR Congo and the price on the market at the moment, ZIJIN proposes to the Congolese government the retrocession of 15% without any counterpart.
But in reality, the strategy of the Chinese e ZIJIN was already well planned, as demonstrated by his letter sent to COMINIERE.
Knowing that the Australians of AVZ Minerals should oppose being majority shareholder to the proposals of ZIJIN in the assembly of DATHCOM, the Chinese should propose to the Congolese government, to retrocede the 15% and not to ask to claim anything in return. But in reality ZIJIN had already planned in its strategy to create another joint venture with COMINIERE to recoup the US$33,440 million "reassigned" to the DRC, whose shares would be 71% for the Chinese and 29% for the COMINIERE for the northeast part of the same PR13359 which is worth billions of US dollars in lithium:
"Since COMINIERE's geologists have confirmed to Zijin Mining a certain mineralization potential within the perimeter of the Targeted Part". "JIN CHENG (subsidiary of the ZIJIN group)
will retrocede its 15% of shares in DATHCOM to COMINIERE and will consider renouncing to claim from COMINIERE the payment it made for the acquisition of 15% in the capital of DATHCOM the “Retrocession of 15% of shares”. Letter from ZIJIN to COMINIERE.
Were the officials of COMINIERE and the Congolese authorities aware of this scheme by ZIJIN? Is the revocation of DATHCOM's operating license by the portfolio minister a consequence planned by ZIJIN?
FULL LETTER FROM ZIJIN TO LA COMINIERE :
ZUIN MINING GROUP COMPANY LIMITED
AI, 2022 10H 21
XIAMEN, October 21, 2022
X COMINIERE
Copy sent for information to:
- Her Excellency the Minister of State, Minister of
Portfolio ;
- Her Excellency the Minister of Mines ;
(All) in Kinshasa/Gombe, DRC
To the Managing Director of Congolaise d'Exploitation Minière (“COMINIERE”) SA. In Kinshasa/ Gombe, in the DRC
Mr. General Manager,
Concerns: Offer of partnership to advance the Manono lithium exploitation project. We are honored to send you this letter in relation to the object taken up.
As a large international mining group, Zijin Mining Group Company Ltd (abbreviated as "Zijin Mining"), focuses on the exploration and exploitation of gold, copper and other metallic mineral resources as well as on engineering technology application and study, headquartered at No. 1 Zijin Avenue, Shanghang Township, Longyan City, Fujian Province, China.
It is listed on both the Hong Kong Stock Exchange (Stock Code: 2899) and the Shanghai Stock Exchange (Stock Code: 6011899).
JIN CHENG Mining Mining Limited (abbreviated as “JIN CHENG”), is a subsidiary of Zijin Mining, whose head office is located at Vista Corporate Service Center, Wickhams cay II, Road Town Tortola, VG 1110.
Given that COMINIERE and JIN CHENG entered into a share transfer agreement on September 10, 2021 (the "Transfer Agreement"), according to which COMINIERE transferred to JIN CHENG the 15% of shares it held in the share capital of the company DATHCOM MINING SA (abbreviated "DATHCOM"), in return for this transfer, a payment of the amount of 33,440,000.00 USD (Thirty-three million four hundred and forty thousand US dollars) was made by JIN.CHENG on behalf of COMINIERE (the “ Sale of 15% of shares ”);
Considering that the Extraordinary General Meeting of DATHCOM held on November 20, 2021 approved this transaction of sale of 15% of shares, thus materializing the quality of JIN CHENG as one of the shareholders of DATHCOM;
Considering that the minutes of the aforementioned Extraordinary General Meeting were notarized, filed at the One-Stop Shop for Business Creation in Lubumbashi on November 23, 2021, and its resolutions were entered in the Register of Commerce and Credit Mobilier RCCM of the DATHCOM company.
Given that the company AVZ International Pty Ltd, which is the majority shareholder in DATHCOM, contested all the resolutions adopted during the Extraordinary General Meeting of November 20, 2021 of DATHCOM, thus abusing its majority, consequently the Coordinated Articles of DATHCOM, as modified by the resolutions of the General Meeting of November 20, 2021, have not yet been signed to date;
Since Zijin Mining, the parent company of JIN CHENG, which is one of the shareholders of DATHCOM, is keen to see the Manono lithium mining project develop successfully, given that the financial, technical and have been demonstrated by Zijin Mining, this proves that it could move forward effectively in the construction and operation of the Manono lithium project;
Given that the evaluation of the reserves in the PR13359 was made partially, during the transformation of the PR (Exploration Permit) into PE (Exploitation Permit), by the holder DATHCOM, who renounced the north-eastern part of the PR13359, which is the Affected Party;
Given that COMINIERE's geologists have confirmed to Zijin Mining a certain mineralization potential within the scope of the Targeted Party;
Considering that on August 15, 2022, Her Excellency Madam Minister of State, Minister of Portfolio held a meeting with Zijin Mining to discuss the joint development of the Affected Party between Zijin Mining and COMINIERE;
In view of the foregoing, Zijin Mining presents an Offer in the following terms (“the Present Offer”):
1. A joint venture agreement (the “Joint Venture Agreement”) will be entered into between a designated subsidiary of Zijin Mining and COMINIERE, whereby the parties will create a joint venture (the “Joint Venture”), in which the subsidiary of Zijin Mining will hold 71% of shares and COMINIERE 29% of shares. After the creation of the Joint-Venture, COMINIERE will assign the mining right on the Targeted Party legally held by it to the Joint-Venture, free of any lien, charge, claim, dispute and default. The research, development and operation of the Affected Party will be carried out on behalf of the Joint Venture.
2. On the date when COMINIERE assigns the mining right of the Target Party to the Joint Venture by completing all the relevant procedures such as registration, registration and notarization, and the Joint Venture becomes the legal owner and effective 100% of the rights and interests of the Affected Party, JIN CHENG
will retrocede its 15% of shares in DATHCOM to COMINIERE and will consider waiving to claim from COMINIERE the payment it made for the acquisition of 15 % in the capital of DATHCOM (the " Retrocession of 15% of shares ").
To avoid any ambiguity, it should be specified that if COMINIERE does not manage to legally and effectively transfer the mining right of the Party Targeted to the Joint Venture, COMINIERE will not have the right to demand from JIN CHENGG the retrocession of 15 % of shares in DATHCOM, nor the waiver of the payment it made for the acquisition of 15% in the capital of DATHCOM on behalf of COMINIERE.
3. Pursuant to this Offer, COMINIERE will undertake to bear any income tax, stamp duty, transfer duty and any other tax or duty which may arise in the DRC and in any other country or region at the following the aforementioned “15% share retrocession”.
4. Both parties and its directors, officers, employees and agents shall keep this letter and this Offer in strict confidence. No information, knowledge, discussion, negotiation or development between the parties of which they are aware in connection with this Offer, the Joint Venture Agreement and all transactions 'and documents relating thereto will be disclosed without the prior written consent of each party. .
The validity of this Offer is 60 days (“the Validity”) from the date of its receipt by COMINIERE. In the event of acceptance of this Offer by COMINIERE, the latter must acknowledge receipt and sign on the signature page before the expiry of the Validity period. Otherwise, this Offer will be considered automatically null and void, unless Zijin Mining decides otherwise.
Please accept, Mr Director General, the expression of our highest consideration.
Zijin Mining Group Co, Ltd
Chairman of the Board of Directors
Signature page
On behalf of COMINIERE, acknowledges and undertakes to accept this Offer:
Signature (with seal):
Name:
Function: