AVZ Discussion 2022

[Strongman]

What you just said differs in no way to what I said in regards to the ownership 'disputes'

The relevant question here is did Tommy include the Cominiere 15% in AVZ's 75% in the May 20 2022 article like he recently started doing (until called out by me and then Les on Twitter that made him change it in his last article to be correct) that has now been repeated in this latest article by the new kid ?

The answer is no. Tommy correctly identified that the 15% from Cominiere is seperate to AVZ's 75% legal holding as the screenshot you provided clearly shows.

At the end of the day who really gives a shit what Tommy or the AFR publishes. There are 2 things here
a) The Cath deal forms part of the terms of the issuing of the mining licence in that it provides proof of AVZ ability to satisfy the finance side of the ML requirements. If all goes pear shaped and Dathomir/Comminiere get the 15 % back and Zin get to keep the other 15 % then we are left with 60 % . Nigel has already indicated Cath are happy with 9% ( we retain control @ 51 % ) . The finance side of equation is still viable with Cath buying the 9 % and providing the balance of the original agreed amount in the form of pre payment of off take. Of course iam just guessing there but i believe this is almost certainally how it will work. There is no way known AVZ is going less than 51 %
b) Need an answer from ICC re the Comminiere MMCS case as that 5% is critical in that it is part of the 10 % that Com must cede to DRC as part of requirement of the issue of the Mining licence

 

[Carlos Danger]

To refine, could it be that Dathcom Board meetings can only be convened by AVZ-I under new company structure Yibin wanted, therefore, no transactions can happen without AVZ-I’s cooperation?

It’s a bit muddy for me what’s happened here.

AVZ did recieve a letter from Cominiere on its intention to sell to Zijin. But AVZ point out that letter should have been sent to AVZ-I Dathcom member.

I’m just wondering if Cominiere were treated a bit too rough at this point. But as I said not sure of what steps breached in total or not or how

This letter makes it clear it’s not just a matter of pre-emption rights:but Board approval, and that means AVZ basically


View attachment 36033

View attachment 36034

View attachment 36035

The problem with the Cominiere to Zijin 15% is that AVZ indicated that they wanted to exercise the pre-emption within the 40 days but were then ignored by Cominiere when they asked what the price was. Bit hard to pay if you don't know what the amount is.

As for the AVZ to CATH 24% it would be the same process according to the JVA. Again there could be something that changes this that is not publicly available. Assuming there isn't something that overrides the JVA then AVZ would have needed to inform the other shareholders of Dathcom of their intention to sell and given them 40 days to reply.

Article 9 of the JVA is very clear that the exercise of pre-emption must be done at the same percentage and price. So to accept Cominiere would have needed to be able to come up with $240m USD plus the additional $160m USD for construction costs. No chance Cominiere have $400m USD so most likely they weren't able to exercise the pre-emption due to not having the ability to prove that they had adequate funds to complete the transaction.

 

[John Reed]

What you just said differs in no way to what I said in regards to the ownership 'disputes'

The relevant question here is did Tommy include the Cominiere 15% in AVZ's 75% in the May 20 2022 article like he recently started doing (until called out by me and then Les on Twitter that made him change it in his last article to be correct) that has now been repeated in this latest article by the new kid ?

The answer is no. Tommy correctly identified that the 15% from Cominiere is seperate to AVZ's 75% legal holding as the screenshot you provided clearly shows.

Ok, but your sequence was this, and this is not strictly not Tom’s logical deduction

“75 - 15 - 24 = 36”

Sir Les point seems to be and it seems copied from Der Geist, is that it is not logical to subtract Dathomir 15% twice as implicit starting from 75%, and then, from 51%. The assumption here being AVZ is only prepared to sell 24% to CATH with having acquired Dathomir’s 15%

So, just looking at your sequence, hidden in that CATH 24% is still another magical 15 from Dathomir.

By making these assumptions, AFR can present the fatalist story to coincide with Boatman docs and AVZ coming out of a trading halt. It looks illegal what they did as market manipulation even if some ideas are correct there’s a dispute that is likely affecting progress because the adversaries are powerful

 

[John Reed]

At the end of the day who really gives a shit what Tommy or the AFR publishes. There are 2 things here
a) The Cath deal forms part of the terms of the issuing of the mining licence in that it provides proof of AVZ ability to satisfy the finance side of the ML requirements. If all goes pear shaped and Dathomir/Comminiere get the 15 % back and Zin get to keep the other 15 % then we are left with 60 % . Nigel has already indicated Cath are happy with 9% ( we retain control @ 51 % ) . The finance side of equation is still viable with Cath buying the 9 % and providing the balance of the original agreed amount in the form of pre payment of off take. Of course iam just guessing there but i believe this is almost certainally how it will work. There is no way known AVZ is going less than 51 %
b) Need an answer from ICC re the Comminiere MMCS case as that 5% is critical in that it is part of the 10 % that Com must cede to DRC as part of requirement of the issue of the Mining licence

Well AVZ did, they cited something from ASIC legislation. Remind me, where did AVZ cite ASIC legislation

 

[John Reed]

but were then ignored by Cominiere when they asked what the price wa

Ok- this part I have missed for some reason. But I can see from the letter Zijin’s offer was not presented.
I’m not sure what the second bullet point (just above section 3.” on Consultation of partners, means

Consultation of partners: Cominiere SA never consulted its partner AVZI but sent a letter to the parent company AVZ. Strictly sensu, partner AVz never received to date notification in compliance with the articles of association and OHADA Law.​

​

just not enough paper trail to track events.

 

[Carlos Danger]

Ok, but your sequence was this, and this is not strictly not Tom’s logical deduction

“75 - 15 - 24 = 36”

Sir Les point seems to be and it seems copied from Der Geist, is that it is not logical to subtract Dathomir 15% twice as implicit starting from 75%, and then, from 51%. The assumption here being AVZ is only prepared to sell 24% to CATH with having acquired Dathomir’s 15%

So, just looking at your sequence, hidden in that CATH 24% is still another magical 15 from Dathomir.

By making these assumptions, AFR can present the fatalist story to coincide with Boatman docs and AVZ coming out of a trading halt. It looks illegal what they did as market manipulation even if some ideas are correct there’s a dispute that is likely affecting progress because the adversaries are powerful

Yes I agree Tommy's logic is idiotic. That's why I said 'if we were stupid enough to then sell the 24% to CATH'. No chance we would do that.

Technically Tommy wrote 75 - 24 - 15 = 36 but the answer is still the same

And yes the AFR has been trying to push Zijin's propaganda that AVZ will lose control of Dathcom. When their original claim was countered by Nigel saying 'CATH are happy with 9% if needed' they switched to implying AVZ could lose control even without selling to CATH because allegedly both the Dathomir and Cominiere disputes are part of the 75% that AVZ legally own. So to the casual AFR reader AVZ could be left with 45% before the CATH deal. Which was my point.

 

[Carlos Danger]

Ok- this part I have missed for some reason. But I can see from the letter Zijin’s offer was not presented.
I’m not sure what the second bullet point (just above section 3.” on Consultation of partners, means

Consultation of partners: Cominiere SA never consulted its partner AVZI but sent a letter to the parent company AVZ. Strictly sensu, partner AVz never received to date notification in compliance with the articles of association and OHADA Law.​

​

just not enough paper trail to track events.

This is just an added legal point to show that Cominiere didn't follow the rules of the JVA. The fact that AVZ indicated interest to buy and asked what the price was within the 40 days shows that we would have still exercised our pre-emption despite Cominiere technically sending the letter to the wrong company.

 

[BEISHA]

I don't think anyone yet has commented on the ICC ruling about Comminiere paying for 90% of AVZ's legal fees, apparently $188k.
I'd love to see the documentation stating the reasoning for this.

I mean it seems positive for our case.
It would have to be likely that the arbitrator sees an open and shut case in favor of AVZ for them to make that ruling right?

However I'm unschooled in how these matters are delt with and just guessing.

I mentioned court costs awarded to Cominiere in my post to Sparrow yesterday and yes, it was significant, cause in most cases around the world i would think, if a party is deemed at fault, then they have to pay the court costs or a fair chunk at the very least.......so it led me to believe this could be the precedence for the final outcome.

You raised another good point yesterday regards to blackmail of Cominiere via Zijin. I have long been racking my limited brain as to what HOLD China has over DRC for this Manono project to be screwed over for so long

Sure , China have been there for 30yrs , when no other country would, blah, blah , so maybe China is using the big squeeze on the DRC regards to loyalty , China also have DRC committed to significant BELT & ROAD traps.........are they using that as a bargaining tool ?

Hadnt considered black mail, but certainly makes sense, given corruption is rife on both sides

The fact of the matter and its as clear as day , even to the most mentally challenged, corruption included, despite China "investment"for 30yrs, DRC is still one of the poorest countries in the world ........the relationship is one sided , China is rich, DRC is poor.........something is very wrong with that scenario.... cause DRC wealth should be equated with WA.

CHINA NEED DRC , but DRC dont need China, if they can get their heads out of the brown paper bag cycle........

The international community would love a piece of DRC minerals to combat China mineral dominance and would be very willing to cancel out DRC financial committments to China , possibly with a better interest rate and better conditions to repay

International coys would also pay the locals a better labour rate , get involved with infrastructure build that actually gets completed.

Felix visit to China is a interesting one, is XI going to be the one to put the screw on FT to keep the status quo and allow them rights to
Manono ?

Or is FT looking to put the screw on Xi, demanding better terms and conditions ...........or highlight the other options he has ?


Food for thought.

imo

 

[Frank]

 

[cruiser51]

The AVZ - CATH deal was never completed, so no need to talk about pre-emptive rights there.
AVZI intended to exercise its pre-emptive right to buy 15% from Cominière before ceding 10% to the DRC as per mining legislation.
Cominière never corresponded the agreed price with Zijin to AVZI the owner of 75% of Dathcom.

Pre-emptive rights are not an auction for shares.
AVZI was supposed to be given the Pre-emptive right, ie. the shares should have been offered to AVZI under the same condition as to Zijin.
That is why AVZI asked 'What is the deal'.
AVZI never got an answer on that request, because nobody in their bright mind would say $34 million, plus an X amount in brown paper bags.
Even CKK is not that stupid.

If AVZI, as NF says owns 75%, would have been able to exercise its pre-emptive right and buy Cominière's 15% and the remaining 10% was ceded to the DRC, who does Nigel have to tell that he is going to sell 24% out of his 75 + 15 = 90%?
Right he has to tell before the event the Dathcom BoD, AVZ!/AVZ BoD and the DRC Government about the deal (and through this all shareholders involved).

The DRC's 10% is free carried, that is part of the deal.
If the DRC. wishes to retain 25% than that is not free carried, that is why 10%, as per legislation.

The reason AVZ made the CATH deal public is because of the funding of the project.

However, talking about blind Freddy, even blind Freddy knows there is no need to give Cominière pre-emptive rights, because at that stage Cominière and Dathomir would be out of the equation and not in the need to know circle.

All IMO

 

[Hodlandwin69]

Anyone tried contacting this dude who seems to be representing MMCS? Seems like he and his office would know what's taking so long with the cominiere vs MMCS case. Probably won't tell us anything but worth a shot, some of you can be very convincing. (I'm not doing it)

 

[cruiser51]

Yes I agree Tommy's logic is idiotic. That's why I said 'if we were stupid enough to then sell the 24% to CATH'. No chance we would do that.

Technically Tommy wrote 75 - 24 - 15 = 36 but the answer is still the same

And yes the AFR has been trying to push Zijin's propaganda that AVZ will lose control of Dathcom. When their original claim was countered by Nigel saying 'CATH are happy with 9% if needed' they switched to implying AVZ could lose control even without selling to CATH because allegedly both the Dathomir and Cominiere disputes are part of the 75% that AVZ legally own. So to the casual AFR reader AVZ could be left with 45% before the CATH deal. Which was my point.

This is what the AFR wrote and even writes in today's edition.

AVZ maintains it legally owns 75 per cent of Manono, although 30 per cent of that interest is disputed, and its mining licence linked to the project was cancelled by the DRC government on January 28. Zijin separately has asserted it has sound legal title to the 15 per cent stake it purchased from Cominiere.

In other words the fukwits continue to show their absolute lack of knowledge.


One can argue till they see blue in the face, but the AFR is simply wrong.

Not 30% of the 75% is under dispute, but 15%, which is being disputed by Dathomir and nobody else, even not Zijin!!!

The other 15% which is under dispute has never been part of the 75%, but would have been part of a 75 + 15 = 90% ownership of Dathcom, basta!!!

And that is not IMO, that is black on white!

 

[Carlos Danger]

The AVZ - CATH deal was never completed, so no need to talk about pre-emptive rights there.
AVZI intended to exercise is pre-emptive right to buy 15% from Cominière before ceding 10% to the DRC as per mining legislation.
Cominière never corresponded the agreed price with Zijin to AVZI the owner of 75% of Dathcom.

Pre-emptive rights are not an auction for shares.
AVZI was supposed to be given the Pre-emptive right, ie. the shares should have been offered to AVZI under the same condition as to Zijin.
That is why AVZI asked 'What is the deal'.
AVZI never got an answer on that request, because nobody in their bright mind would say $34 million, plus an X amount in brown paper bags.
Even CKK is not that stupid.

If AVZI, as NF says owns 75%, would have been able to exercise its pre-emptive right and buy Cominière's 15% and the remaining 10% was ceded to the DRC, who does Nigel have to tell that he is going to sell 24% out of his 75 + 15 = 90%?
Right he has to tell before the event the Dathcom BoD, AVZ!/AVZ BoD and the DRC Government about the deal (and through this all shareholders involved).

The DRC's 10% is free carried, that is part of the deal.
If the DRC. wishes to retain 25% than that is not free carried, that is why 10%, as per legislation.

The reason AVZ made the CATH deal public is because of the funding of the project.

However, talking about blind Freddy, even blind Freddy knows there is no need to give Cominière pre-emptive rights, because at that stage Cominière and Dathomir would be out of the equation and not in the need to know circle.

All IMO

So you reckon AVZ are hiding behind the fact we have a TIA with CATH instead of a normal sale as the reason for no Cominiere pre-emption notification?

Makes sense but it's a bit shady to announce the deal to the ASX without telling the JV partners first. Not that I care if Cominiere are getting rat fucked by this structuring haha

But it does give ammo to Cominiere with their 'AVZ don't have any money' claims which they have used to delay the finalising of the licence as we can't fund construction without the CATH money as things stand in official announcements

 

[cruiser51]

So you reckon AVZ are hiding behind the fact we have a TIA with CATH instead of a normal sale as the reason for no Cominiere pre-emption notification?

Makes sense but it's a bit shady to announce the deal to the ASX without telling the JV partners first. Not that I care if Cominiere are getting rat fucked by this structuring haha

But it does give ammo to Cominiere with their 'AVZ don't have any money' claims which they have used to delay the finalising of the licence as we can't fund construction without the CATH money as things stand in official announcements

View attachment 36059

You show me one document which states that AVZI has sold 24% of Dathcom to CATH.

All they have is an agreement to sell (the famous TIA), which either of the parties can cancel any time, even today!

But the 24% has not been sold, very simple.
Why do you think this 24% has not been sold as yet?

I don't think AVZ is as stupid as Cominière.

 

[Carlos Danger]

You show me one document which states that AVZI has sold 24% of Dathcom to CATH.

All they have is an agreement to sell (the famous TIA), which either of the parties can cancel any time, even today!

But the 24% has not been sold, very simple.
Why do you think this 24% has not been sold as yet?

I don't think AVZ is as stupid as Cominière.

I was agreeing with you

But doing it this way has given Cominiere the opportunity to question our financing in retaliation for the Zijin 15% dispute

 

[Azzler]

"But it does give ammo to Cominiere with their 'AVZ don't have any money' claims which they have used to delay the finalising of the licence as we can't fund construction without the CATH money as things stand in official announcements"

Could you expand on this further for the thicker people like me?

We've got a signed sealed and delivered Financial study to accompany a robust DFS.
Is that not what is required to prove we have the financial capacity to build this mine?

In what way can it be construed that we don't have the funds backing us to do this?

 

[BEISHA]

TO THE NEWBIES OUT THERE INCLUDING TOMMY WANKER FROM AFR

Current percentages of Dathcom as they stand.

AVZ 75%..................Subject to ICC dispute with DATHOMIR 15%

COM 15% / DRC 10%.......Com 15% subject to ROFR AVZ / ZIJIN ICC dispute

AVZ could have 90% control of Dathcom if both ICC deliberations are favourable

AVZ could have 60% control of Dathcom if both ICC deliberations are not favourable

Add CATH 24% to the mix

a) Assuming AVZ have 90% control, equation looks like this ( AVZ 66%, CATH 24%, DRC 10% ).........my preferred option

b) Assuming AVZ have 60% control , equation looks like this ( AVZ 36%, CATH 24%, ZIJIN 15%, DATHOMIR 15% , DRC 10% ).......Oooops, that cant happen cause AVZ dont have 51% operator control as per DRC mining law

c) Assuming AVZ have 60% control, equation must look like this ( AVZ 51%, CATH 9%, ZIJIN 15%, DATHOMIR 15%, DRC 10% )

That last equation would be a working nightmare with ZIJIN / DATHOMIR crooks having 30% , never the less, AVZ retain control, no matter what.


@Carlos Danger ................would i be correct in those scenarios ?


imo, imo

 

[cruiser51]

If it's option (C) Dathomir will likely sell to Zijin . AVZ 51% Zijin30% CATH9% DRC 10%

In the unlikely event MMSC do not have to return the 5% the equation will be different . A lot of it will depend on whether the MoP still has a say in all this . She is on record as saying AVZ needs to cede 10% .

This is what the MoP wants IMO (Dath and Comm selling to Zijin ) Zijin 50% AVZ 35% DRC10% MMSC 5% (AVZ sues gov $10 Billion) .
In this case a likely settlement would be reached . This is worst case scenario and unlikely . IMO

Can you please explain how you go from AVZ 60% to AVZ 35% after, what according to you, the MoP would like to happen, ie AVZ cedes 5% to DRC?

Even if Zijin would be able to buy the entire 25%, if we add that to the 15% from Dathomir, my abacus says 40%.

If we then would say 5% to MMCS and 10% to DRC, we still have 45% for AVZ.

However this will not happen, Zijin tried before to buy the entire 25% from Cominière and was knocked back.

On top of that I don't know how you make out of 2 x 15% = 50% for Zijin, or 25% + 15% = 50%.

I'm very curious.

Are you Tommy, by any chance?

 

[Xerof]

@JAG

Love your two piccys - this one and the jail house pineapple

This one displayed here carries all the facets of beautiful corruption in one snap, and I piss myself laughing every time you post it

Could I suggest replacing Guy with Celestine in the Jail pic, to make the image current and appropriate?

TIA

 

[cruiser51]

So you reckon AVZ are hiding behind the fact we have a TIA with CATH instead of a normal sale as the reason for no Cominiere pre-emption notification?

Makes sense but it's a bit shady to announce the deal to the ASX without telling the JV partners first. Not that I care if Cominiere are getting rat fucked by this structuring haha

But it does give ammo to Cominiere with their 'AVZ don't have any money' claims which they have used to delay the finalising of the licence as we can't fund construction without the CATH money as things stand in official announcements

View attachment 36059

It is not a question of hiding.
It is more a part of a chess game to counter the attempted wheeling and dealing by the bastards of Cominière in cahoots with Zijin.

This announcement should not be seen on its own.

Look at the date of the announcement, when all this was playing out and how long Zijin has been fukking around, it tells you a little bit of the story behind the scenes.
The timing was very special.

Anybody who thinks that NF, or the AVZ BoD are a bunch of twits walking around with their heads up their arses, makes a big mistake, that is included CKK.
He will find out the hard way what happens, if you don't know the rules and want to play with the big boys.

No prisoners will be taken in this game.
A nudge, wink and a smile and you are under the bus in Kinshasa central.