Penskefile
Regular
more like 500 years (as far as this old chook is concerned)
AVZ Discussion 2022
- Thread starter GazDix
- Start date
TDITD
Top 20
All true to a point. They are really shooting themselves in the foot here. They are passing up a large juicy pig, for a cold single rasher of bacon. If these idiots weren't so greedy for a bribe the mine would already be rolling and so would the cash and many other knock on benefits.
"Biggest lithium mine in the world shuttered for years due to DRC Government corruption"
Isn't the greatest headline advertisement for their so called plans for a battery value chain, they apparently want not just the mines, and lithium processing but also battery manufacturing plants within DRC (stop sniggering at the back).
Halting the biggest lithium mine in the world is BAD publicity. Halting it due to being taken to ICSID by the company that developed it due to unabated colossal corruption is an even worse look.
Not to mention the fact they won't be doing anything at Manono till the case is closed, (no bribes either, which lets face it at this stage its abundantly clear thats all, ALL they care about).
I think the delay is possibly some brinkmanship. $12 Fuckers, $14 Zijin + cap
Dijon101
Regular
It's hard to damage a reputation, when that reputation is already sitting in the toilet.
Low conversion of mines to exploitation despite the potential of resources in the DRC, because of how high the risk of doing business in the DRC is.
Edit:
I really really hope AVZ is the catalyst for change in the DRC
Last edited:
Carlos Danger
Top 20
Yeah but the money would be going into state coffers instead of their own snack jars so they don't give a fuck
Like a piggy once said some animals are more equal than others
Winenut
Go AVZ!
Maybe I'm a really backward fucktard but wasn't it simply corrupt actors at CAMI (read Mupande, Mupande, Mupande) that didn't allow the calculation of the surface rights and the issue of the invoice to be paid that means Manono is currently in the position it's in?????
The Mining Code and relavent DRC laws were followed so why the fuck aren't we moving forward already!!!!!
ALL requirements were met
ALL requirements were met
ALL requirements were met
ALL requirements were met!!!!!!!
Every single aspect of the mining code and other applicable laws were adhered to and the Minister signed the decree to issue the mining licence to AVZ ages ago......
C'mon!!!
FUCKING C'mon!!!!!!!
No more time for fucking around
Seriously....
Battery Metals forum will be absolutely ridiculed and fucking laughed at if you can't get your collective business, economic, anti corruption, govt transparency/honesty/integrity hats on
Now is the time
Now is the time
Now is the time!!!!
The Mining Code and relavent DRC laws were followed so why the fuck aren't we moving forward already!!!!!
ALL requirements were met
ALL requirements were met
ALL requirements were met
ALL requirements were met!!!!!!!
Every single aspect of the mining code and other applicable laws were adhered to and the Minister signed the decree to issue the mining licence to AVZ ages ago......
C'mon!!!
FUCKING C'mon!!!!!!!
No more time for fucking around
Seriously....
Battery Metals forum will be absolutely ridiculed and fucking laughed at if you can't get your collective business, economic, anti corruption, govt transparency/honesty/integrity hats on
Now is the time
Now is the time
Now is the time!!!!
Winenut
Go AVZ!
Okay.....okay.......
Correction...
The decree was signed to award the ML to Dathcom
Everything else stands
Apart from Germany stockpiling oil and gas China is doing the same, it even gets some of its cheap oil from the U.S.
If look back on S Africa when Nelson Mandella became president, post apartheid, SA did well under this statesman. Since then its gone backward, and don't forget Botswana they have always had stability and good governance.I agree with the first part of your post, not the last part....
DRC need a leader / govt that has a vision to lift everyone out of the ghetto, not just to line their own pockets
Radical change is required to go from a corrupted state that has been ongoing for decades, to a honest , free enterprise, "fair go" mentality, full of integrity.
That can all be achieved within DRC realm and culture, not from outside influences.
Jules Alingete would be a great leader to formulate that change if he had the backing of the people, sadly, he is not in the race for the upcoming election........
imo
Winenut
Go AVZ!
There are political threads on the crapper.......maybe go and knock yourself out....
Don't panic nut lithium has its place. Now calm down boy and get a good nights sleep the sky is not falling.
Bin59
Regular
Serge is also participating in a 50 minute panel discussion and 10 min Q&A, on the 3rd Session of day one titled :
THE MINING OPERATORS'S OPINION
AND CONTRIBUTION ON MATTERS RELATED TO LOCAL PROCESSING AND BENEFICIATION
Here we have the opportunity for a more lengthy discussion with 3 companies who will produce 3 of the basic minerals needed for batteries, ie lithium, cobalt and copper, most likely in front of a substantial audience with media coverage.
I cannot believe we have not received an update on the status of the Jin Cheng arbitration hearing. On 21 June 2023 - being 3 months ago - it was announced that the sole arbitrator had granted a short adjournment and the parties should agree on a “tight” procedural calendar bearing in mind that the hearing should be held in September and not later than early October.
Well early October is only 2 weeks away and we haven’t heard anything since that June announcement. I’m well aware of the rationale for keeping confidential things that are confidential, but a basic update on the arbitration proceedings and whether there is to be a hearing, and when, should be provided to us long suffering and neglected shareholders.
Well early October is only 2 weeks away and we haven’t heard anything since that June announcement. I’m well aware of the rationale for keeping confidential things that are confidential, but a basic update on the arbitration proceedings and whether there is to be a hearing, and when, should be provided to us long suffering and neglected shareholders.
TDITD
Top 20
At least they have a sense of humour in all of this. 'Mining OPERATORS opinion', and 'Contribution on matters related to local processing'
ha bloody ha DRC well played.
The red part at the bottom is when they come alive, cocktails and snacks, networking with our next Chinese bribe master/daddy.
Eric Allard. Thats all I need to read to know all I need to know about this.
The clown show rolls on
Cumquat Cap
Regular
Has the DRC issued a mining license to a company that's not originated from China in the past 30 years? it's all talk no action and the corruption is seeping from every politician.
Hope this Lobita corridor is the thing that makes them change tact
Hope this Lobita corridor is the thing that makes them change tact
The decree that was issued was incorrect. In my opinion this was just another stalling tactic. The reason mupande didnt issue the invoice was because he couldnt work out how much to invoice as the decree was split in 2.
Hi @9cardomaha, do we have any further updates on the ICC hearing?
Samus
Top 20
AN OPEN LETTER TO THE SHAREHOLDERS OF AVZ MINERALS LIMITED ("AVZ" or "the company")
Dear Shareholders
Three highly credentialed, independent, non-executive directors have been nominated to the Board of AVZ because they share the same concerns as many AVZ shareholders have expressed regarding the company’s current position.
The nominated directors seek appointment to the Board to improve corporate governance, restore critical stakeholder relations and rebuild value in AVZ for all shareholders. They have the skills and experience necessary to execute this.
Constructive engagement has been sought with the company through its Chair, Mr John Clarke, to expedite the appointments. Disappointingly, this has not been forthcoming. Therefore, we are taking this opportunity to address all AVZ shareholders in an effort to communicate the urgent need for change and to ask for your support.
Our Concerns
The nominated directors are concerned about AVZ's past corporate governance practices and the effect this has had on the company, its stakeholders and the Manono Project. There are a number of matters which highlight the need for improved corporate governance in future, including but not limited to the following:
- It has become apparent that the breakdown in relations with the shareholders of Dathcom Mining SA (Dathcom), including La Congolaise d'Exploration Miniere SA (Cominière) and Dathomir Mining Resources SARL (Dathomir), and the Government of the DRC, was far more serious and evident than AVZ shareholders were informed ¹.
- Based on publicly available information, AVZ's subsidiary Dathcom is no longer the registered holder of Exploration License PR 13359, and AVZ have failed to disclose this change.
- A recent search of DRC Cadastre Minier (CAMI)- (drclicences.cami.cd/EN/) confirms the fact that PR 13359 (the exploration license for the Manono Project), is no longer registered in the name of Dathcom, but is now registered in the name of Cominière. This is a significant change in the registered ownership and legal title of the company's key exploration tenement, and is material, given AVZ and its subsidiaries are involved in various ongoing disputes with Cominière, and that Cominière purportedly terminated the Dathcom joint venture. The search of the CAMI on line register also states PR 13359 expired on 27 December 2021. It does not disclose a new expiry date, and does not specifically state that the license has been renewed beyond that expiry date. The rights of renewal presumably attach to registered holder, Cominière, not Dathcom or AVZI. AVZ, again has not disclosed if PR 13359 has been renewed or otherwise.
- We note that the company's previous disclosure, including for the purposes of Listing Rule 5.3.3 in its last annual report, describes the company as having "a 75% interest in the Manono Project". However, in AVZ's March and June Quarterly Reports, different disclosure appears which now states that AVZ has "a 75% legal interest in the Manono Project."
- We believe the reason for this change in description should be clarified by AVZ, as the disclosure of AVZ's beneficial / economic interest in the Manono Project is now unclear.
- We also believe any change in registered ownership of PR 13359, and the risks flowing there from, are material and should be disclosed to shareholders, particularly given AVZ and Cominière are now locked in significant litigation, and Cominière's interests are hostile to the interests of AVZ.
- A comprehensive and timely report of the ruling of The Lubumbashi High Court's findings on December 24, 2021, and the potential impact on AVZ's interest was and has not been provided to shareholders to consider.
- According to an Africa Intelligence Report published on April 26, 2022², the ruling included an order for the confiscation and destruction of AVZ's 75% share certificate in Dathcom and a finding that AVZ's Technical Director, Mr Graeme Johnston, had engaged in forgery. It was also reported that the Court requested his arrest. AVZ referred to recent press articles (which presumably included the Africa Intelligence Report) as 'Media Speculation' in an announcement dated May 4, 2022³, considering it 'spurious and immaterial'. The nominated directors do not suggest that the Africa Intelligence Report or the ruling itself was correct. However, given the nature of the allegations, they consider that the board of AVZ should release the aforementioned judgement in full so that shareholders can be accurately and fully informed about its content and implications.
- Sales of shares by some directors and officers of AVZ are of concern.
- On 21 January 2022⁴ (a short period after the reported Lubumbashi High Court judgement referred to above), an Appendix 3Y Notice was filed on behalf of Mr Johnston, disclosing the sale of 753,000 shares at an average price of $0.865. This sale occurred before AVZ made any announcement regarding the High Court's ruling. Separately, AVZ’s Chief Financial Officer, Mr. Jan de Jager, sold all of his AVZ shares (1,917,500⁵) during the fiscal year ending on June 30, 2022. This must have occurred prior to AVZ's shares ceasing to trade on May 9, 2022.
- In its response to the ASX aware letter dated 11 April 2023 AVZ confirmed at point 1.4 that it was aware of the High Court application and judgement mentioned above prior to the judgement being made in December 2021.
- The Nominated Directors do not suggest that the sale of shares by either Mr Johnston or Mr de Jager breached any laws.
- There appears to have been a failure to disclose the true extent and nature of the relationship breakdowns with the key joint venture partners in Dathomir and Cominière (an agency of the Government of the DRC), including, but not limited to the reported letter by Dathomir dated May 14, 2021, (when the share price was 14.5c), in which Dathomir terminated the share purchase agreements, and the Cominière letter dated July 2021 (when the share price was 19.5c), disclosing Zijin Mining's interest in the Manono Project.
- The materiality of these relationships is borne out by the reference in AVZ's 4 May 2022 ASX⁶ announcement to the Ministerial Decree requiring "a harmonious and healthy cooperation between the shareholders of Dathcom as a precondition to [progressing] the development of the Manono Project" and the acknowledgment reported by AVZ in that Decree that:
- The Zijin Announcement (dated May 9, 2022)⁷, stated “Cominière agreed to transfer 15% in Dathcom to Jin Cheng Mining and a transfer agreement was signed.” Yet AVZ’s ASX Announcement (dated May 4, 2022) appears to contradict this statement and states that “AVZ is in advanced discussions with the DRC Government regarding the purchase of Cominière’s remaining 15% interest in Dathcom". Page 5 of AVZ’s December 31, 2022, Interim Financial Report, later confirms that Cominière concluded a Share Transfer Agreement with Jin Cheng for 15% in Dathcom, on September 10, 2021. It appears difficult on the face of this, to reconcile these conflicting statements.
- There has been a failure to disclose the nature and full extent of the litigation AVZ and its subsidiaries have and are engaged in and the materiality of these proceedings.
- In addition to the 5 international arbitration cases, it is understood that AVZ and its subsidiaries, including Dathcom, are or have recently been parties to many additional and separate cases in-country.
- In addition to the 5 international arbitration cases, it is understood that AVZ and its subsidiaries, including Dathcom, are or have recently been parties to many additional and separate cases in-country.
- International Arbitration is often regarded as a highly risky action.
- This is borne out by Credibility International, who published a comprehensive Study of Damages Awards⁸ in 241 Investor-State Cases:
- of a total population of 241 cases, claimants only won 43 cases, or 17.8% of total cases;
- of the 241 cases reviewed, only 29 related to Africa, and none from the DRC;
- the Claimants spent an average of $12.3m and 4.4 years prosecuting their claims; and
- in 18 mining cases analysed only 11 were successful with the amount awarded averaging on 34% of the amount claimed (averaging approximately $350m).
- This is borne out by Credibility International, who published a comprehensive Study of Damages Awards⁸ in 241 Investor-State Cases:
Further to the above matters, it is instructive to note the share price of AVZ peaked at $1.33 on April 4, 2022⁹. Just 30 days later, on May 4, 2022, AVZ shareholders were reassured that everything was on track with the issuance of the Mining License for the Manono Project¹⁰. In fact, two full pages of this ASX Announcement were dedicated to conveying this impression. However, it seems that overwhelmingly, shareholders were not aware of how severely relationships in the DRC had deteriorated and the real and then present risk the company was facing in potentially losing the title to the Manono Project.
Only two trading days later on 9 May 2022, when Zijin made their Announcement¹¹, and the share price of AVZ had plummeted to 78c, the company requested an urgent trading halt followed by a long-term suspension, which has now lasted for well over a year, with no resolution in sight. This all occurred, from an all-time trading high to suspension, within 24 business days – with a resultant loss in value of approximately AUD$2 billion, which would certainly have been materially higher, but for the request for immediate suspension.
Critically, the disclosure on May 4, 2022 did not highlight any issues of significance commensurate with what had actually occurred during this period. In fact, the Board took the very opposite stance. The above ASX Announcement, in fact, emphasised (comprising nearly 80% of its content) that the mining license was on track and imminent, whilst simultaneously, dismissing any recent press reports, as ‘speculation" and "spurious and immaterial’.
It appears that AVZ shareholders were not provided with the full story, preventing them from fairly assessing, on a timely basis, the risks associated with losing the title to the Manono Project. Until a change of board is implemented, these sub-standard disclosure practices will not be remedied and we expect that the company will continue to be unable to comply with the requirements of ASX Listing Rule 3.1 (which is the reason for its current suspension).¹²
Looking to the future
To restore critical stakeholder relations and rebuild value in AVZ for all shareholders, the nominated directors believe it is important for the company to be meticulously respectful of the people of the DRC, its duly elected Government, and its largest trading partner China and its nationals, (noting that the DRC's exports to China are close to ten times larger than its next biggest trading partner being the UAE). After all, the challenges the incumbent board of AVZ have faced are not altogether unusual in almost every developing country throughout the globe, and that is why maintaining good relations with all shareholders of Dathcom and AVZ was and is critical in managing risk. The current Board has singularly failed in this respect.
The nominated directors further consider that a reassessment of AVZ's current and ongoing litigation strategy and exposure needs to be undertaken urgently as part of AVZ's efforts to rebuild critical stakeholder relations, have the license reinstated (a result unlikely to be available through international arbitration) and restore value for the shareholders. The sheer volume of litigation, and its costs, are diminishing shareholder value at an astonishing rate with the latest quarterly cash statements showing corporate costs running at $4.1m and a cash balance of just under $19m. With no end in sight for the various court and arbitral proceedings, and in the absence of secured funding to proceed, it is likely that shareholders will soon be asked to bear the burden of this cost, in pursuit of uncertain outcomes.
For these reasons and many more, we believe that this is an appropriate juncture for new independent directors to be considered for appointment to the Board of AVZ as a matter of urgency.
You can add your voice to those asking for immediate change, by visiting our website at https://www.makemanonogreatagain.com/support and sending the prepared message directly to the Board of AVZ.
Yours sincerely,
The Nominated Directors of AVZ Minerals Limited
Peter Huljich
Michael J Carrick
Download a copy of the open letter to shareholders here.
Ty Ludbrook
1 Australian Financial Review 12.12.2022, "From $4.6b to suspension: would-be lithium giant hid dispute.”
2 https://www.africaintelligence.com/...or-giant-manono-lithium-project,109780529-evg
3 https://announcements.asx.com.au/asxpdf/20220504/pdf/458nzgkw14n1z3.pdf
4 https://company-announcements.afr.com/asx/avz/1f63ab0a-7a8a-11ec-b4cf-6eeaf7b2618c.pdf
5 https://AVZ_Annual Report_2022 (see Note 13(f), page 29)
6 https://announcements.asx.com.au/asxpdf/20220504/pdf/458nzgkw14n1z3.pdf
7 ZijinMining-World-class Manono Lithium Mine in the DRC to be Developed Soon, Zijin Holds a 15% Interest
8 https://www.credibilityinternational.com/wp-content/uploads/2021/02/Study-Damages-Awards-2.pdf
9 https://finance.yahoo.com/quote/AVZ.AX/chart?p=AVZ.AX#finance.yahoo.com/quote/AVZ.AX/Chart?p=AVZ
10 https://AVZ Announcements - Ministerial Decree to Award the Mining Licence Manono Lithium & Tin Project
11 ZijinMining-World-class Manono Lithium Mine in the DRC to be Developed Soon, Zijin Holds a 15% Interest
12 https://announcements.asx.com.au/asxpdf/20230412/pdf/45nl0f6mvs54l7.pdf
TDITD
Top 20
I'm guessing we have not heard anything, as AVZ have very likely not heard anything from Zijin who are probably carrying on in the very same vein as they have been all along and dragging their tiny little feet. Replying to correspondence at the very last second and even then, its covered in ambiguity. (So maybe they will get an email back 2 weeks into Oct)
I've long since kissed away the 'Sept and not later than early October' suspect idiocy from limp-dick at the ICC, talk about giving Zijin a free hit.
Nov-Dec, which probably means Jan-Feb thanks to the delay tactics and ICC spineless arsewipe.
Hopefully this BS has no bearing on the ML, but what's it looking like so far.
I see Fuckers. Fuckers. Fuckers everywhere.
#FUCKZIJIN
AN OPEN LETTER TO THE SHAREHOLDERS OF AVZ MINERALS LIMITED ("AVZ" or "the company")
Dear Shareholders
Three highly credentialed, independent, non-executive directors have been nominated to the Board of AVZ because they share the same concerns as many AVZ shareholders have expressed regarding the company’s current position.
The nominated directors seek appointment to the Board to improve corporate governance, restore critical stakeholder relations and rebuild value in AVZ for all shareholders. They have the skills and experience necessary to execute this.
Constructive engagement has been sought with the company through its Chair, Mr John Clarke, to expedite the appointments. Disappointingly, this has not been forthcoming. Therefore, we are taking this opportunity to address all AVZ shareholders in an effort to communicate the urgent need for change and to ask for your support.
Our Concerns
The nominated directors are concerned about AVZ's past corporate governance practices and the effect this has had on the company, its stakeholders and the Manono Project. There are a number of matters which highlight the need for improved corporate governance in future, including but not limited to the following:
"… ongoing disagreements, conflicts and differences between the shareholders […] have stalled the development of the Manono Project [with] the resulting deadlock [preventing] the State from benefiting from the development of PE 13359."
- It has become apparent that the breakdown in relations with the shareholders of Dathcom Mining SA (Dathcom), including La Congolaise d'Exploration Miniere SA (Cominière) and Dathomir Mining Resources SARL (Dathomir), and the Government of the DRC, was far more serious and evident than AVZ shareholders were informed ¹.
- Based on publicly available information, AVZ's subsidiary Dathcom is no longer the registered holder of Exploration License PR 13359, and AVZ have failed to disclose this change.
- A recent search of DRC Cadastre Minier (CAMI)- (drclicences.cami.cd/EN/) confirms the fact that PR 13359 (the exploration license for the Manono Project), is no longer registered in the name of Dathcom, but is now registered in the name of Cominière. This is a significant change in the registered ownership and legal title of the company's key exploration tenement, and is material, given AVZ and its subsidiaries are involved in various ongoing disputes with Cominière, and that Cominière purportedly terminated the Dathcom joint venture. The search of the CAMI on line register also states PR 13359 expired on 27 December 2021. It does not disclose a new expiry date, and does not specifically state that the license has been renewed beyond that expiry date. The rights of renewal presumably attach to registered holder, Cominière, not Dathcom or AVZI. AVZ, again has not disclosed if PR 13359 has been renewed or otherwise.
- We note that the company's previous disclosure, including for the purposes of Listing Rule 5.3.3 in its last annual report, describes the company as having "a 75% interest in the Manono Project". However, in AVZ's March and June Quarterly Reports, different disclosure appears which now states that AVZ has "a 75% legal interest in the Manono Project."
- We believe the reason for this change in description should be clarified by AVZ, as the disclosure of AVZ's beneficial / economic interest in the Manono Project is now unclear.
- We also believe any change in registered ownership of PR 13359, and the risks flowing there from, are material and should be disclosed to shareholders, particularly given AVZ and Cominière are now locked in significant litigation, and Cominière's interests are hostile to the interests of AVZ.
- A comprehensive and timely report of the ruling of The Lubumbashi High Court's findings on December 24, 2021, and the potential impact on AVZ's interest was and has not been provided to shareholders to consider.
- According to an Africa Intelligence Report published on April 26, 2022², the ruling included an order for the confiscation and destruction of AVZ's 75% share certificate in Dathcom and a finding that AVZ's Technical Director, Mr Graeme Johnston, had engaged in forgery. It was also reported that the Court requested his arrest. AVZ referred to recent press articles (which presumably included the Africa Intelligence Report) as 'Media Speculation' in an announcement dated May 4, 2022³, considering it 'spurious and immaterial'. The nominated directors do not suggest that the Africa Intelligence Report or the ruling itself was correct. However, given the nature of the allegations, they consider that the board of AVZ should release the aforementioned judgement in full so that shareholders can be accurately and fully informed about its content and implications.
- Sales of shares by some directors and officers of AVZ are of concern.
- On 21 January 2022⁴ (a short period after the reported Lubumbashi High Court judgement referred to above), an Appendix 3Y Notice was filed on behalf of Mr Johnston, disclosing the sale of 753,000 shares at an average price of $0.865. This sale occurred before AVZ made any announcement regarding the High Court's ruling. Separately, AVZ’s Chief Financial Officer, Mr. Jan de Jager, sold all of his AVZ shares (1,917,500⁵) during the fiscal year ending on June 30, 2022. This must have occurred prior to AVZ's shares ceasing to trade on May 9, 2022.
- In its response to the ASX aware letter dated 11 April 2023 AVZ confirmed at point 1.4 that it was aware of the High Court application and judgement mentioned above prior to the judgement being made in December 2021.
- The Nominated Directors do not suggest that the sale of shares by either Mr Johnston or Mr de Jager breached any laws.
- There appears to have been a failure to disclose the true extent and nature of the relationship breakdowns with the key joint venture partners in Dathomir and Cominière (an agency of the Government of the DRC), including, but not limited to the reported letter by Dathomir dated May 14, 2021, (when the share price was 14.5c), in which Dathomir terminated the share purchase agreements, and the Cominière letter dated July 2021 (when the share price was 19.5c), disclosing Zijin Mining's interest in the Manono Project.
- The materiality of these relationships is borne out by the reference in AVZ's 4 May 2022 ASX⁶ announcement to the Ministerial Decree requiring "a harmonious and healthy cooperation between the shareholders of Dathcom as a precondition to [progressing] the development of the Manono Project" and the acknowledgment reported by AVZ in that Decree that:
To the best of the Nominated Directors' knowledge, the only case in which an award against the DRC was made (Digoil) resulted in an award of approximately $619m in 2018 of which no funds have been recovered by Digoil to date despite seeking to enforce the arbitral award in the USA and Belgium.
- The Zijin Announcement (dated May 9, 2022)⁷, stated “Cominière agreed to transfer 15% in Dathcom to Jin Cheng Mining and a transfer agreement was signed.” Yet AVZ’s ASX Announcement (dated May 4, 2022) appears to contradict this statement and states that “AVZ is in advanced discussions with the DRC Government regarding the purchase of Cominière’s remaining 15% interest in Dathcom". Page 5 of AVZ’s December 31, 2022, Interim Financial Report, later confirms that Cominière concluded a Share Transfer Agreement with Jin Cheng for 15% in Dathcom, on September 10, 2021. It appears difficult on the face of this, to reconcile these conflicting statements.
- There has been a failure to disclose the nature and full extent of the litigation AVZ and its subsidiaries have and are engaged in and the materiality of these proceedings.
- In addition to the 5 international arbitration cases, it is understood that AVZ and its subsidiaries, including Dathcom, are or have recently been parties to many additional and separate cases in-country.
- International Arbitration is often regarded as a highly risky action.
- This is borne out by Credibility International, who published a comprehensive Study of Damages Awards⁸in 241 Investor-State Cases:
- of a total population of 241 cases, claimants only won 43 cases, or 17.8% of total cases;
- of the 241 cases reviewed, only 29 related to Africa, and none from the DRC;
- the Claimants spent an average of $12.3m and 4.4 years prosecuting their claims; and
- in 18 mining cases analysed only 11 were successful with the amount awarded averaging on 34% of the amount claimed (averaging approximately $350m).
Further to the above matters, it is instructive to note the share price of AVZ peaked at $1.33 on April 4, 2022⁹. Just 30 days later, on May 4, 2022, AVZ shareholders were reassured that everything was on track with the issuance of the Mining License for the Manono Project¹⁰. In fact, two full pages of this ASX Announcement were dedicated to conveying this impression. However, it seems that overwhelmingly, shareholders were not aware of how severely relationships in the DRC had deteriorated and the real and then present risk the company was facing in potentially losing the title to the Manono Project.
Only two trading days later on 9 May 2022, when Zijin made their Announcement¹¹, and the share price of AVZ had plummeted to 78c, the company requested an urgent trading halt followed by a long-term suspension, which has now lasted for well over a year, with no resolution in sight. This all occurred, from an all-time trading high to suspension, within 24 business days – with a resultant loss in value of approximately AUD$2 billion, which would certainly have been materially higher, but for the request for immediate suspension.
Critically, the disclosure on May 4, 2022 did not highlight any issues of significance commensurate with what had actually occurred during this period. In fact, the Board took the very opposite stance. The above ASX Announcement, in fact, emphasised (comprising nearly 80% of its content) that the mining license was on track and imminent, whilst simultaneously, dismissing any recent press reports, as ‘speculation" and "spurious and immaterial’.
It appears that AVZ shareholders were not provided with the full story, preventing them from fairly assessing, on a timely basis, the risks associated with losing the title to the Manono Project. Until a change of board is implemented, these sub-standard disclosure practices will not be remedied and we expect that the company will continue to be unable to comply with the requirements of ASX Listing Rule 3.1 (which is the reason for its current suspension).¹²
Looking to the future
To restore critical stakeholder relations and rebuild value in AVZ for all shareholders, the nominated directors believe it is important for the company to be meticulously respectful of the people of the DRC, its duly elected Government, and its largest trading partner China and its nationals, (noting that the DRC's exports to China are close to ten times larger than its next biggest trading partner being the UAE). After all, the challenges the incumbent board of AVZ have faced are not altogether unusual in almost every developing country throughout the globe, and that is why maintaining good relations with all shareholders of Dathcom and AVZ was and is critical in managing risk. The current Board has singularly failed in this respect.
The nominated directors further consider that a reassessment of AVZ's current and ongoing litigation strategy and exposure needs to be undertaken urgently as part of AVZ's efforts to rebuild critical stakeholder relations, have the license reinstated (a result unlikely to be available through international arbitration) and restore value for the shareholders. The sheer volume of litigation, and its costs, are diminishing shareholder value at an astonishing rate with the latest quarterly cash statements showing corporate costs running at $4.1m and a cash balance of just under $19m. With no end in sight for the various court and arbitral proceedings, and in the absence of secured funding to proceed, it is likely that shareholders will soon be asked to bear the burden of this cost, in pursuit of uncertain outcomes.
For these reasons and many more, we believe that this is an appropriate juncture for new independent directors to be considered for appointment to the Board of AVZ as a matter of urgency.
You can add your voice to those asking for immediate change, by visiting our website at https://www.makemanonogreatagain.com/support and sending the prepared message directly to the Board of AVZ.
Yours sincerely,
The Nominated Directors of AVZ Minerals Limited
Peter Huljich
Michael J Carrick
Download a copy of the open letter to shareholders here.
Ty Ludbrook
1 Australian Financial Review 12.12.2022, "From $4.6b to suspension: would-be lithium giant hid dispute.”
2 https://www.africaintelligence.com/...or-giant-manono-lithium-project,109780529-evg
3 https://announcements.asx.com.au/asxpdf/20220504/pdf/458nzgkw14n1z3.pdf
4 https://company-announcements.afr.com/asx/avz/1f63ab0a-7a8a-11ec-b4cf-6eeaf7b2618c.pdf
5 https://AVZ_Annual Report_2022 (see Note 13(f), page 29)
6 https://announcements.asx.com.au/asxpdf/20220504/pdf/458nzgkw14n1z3.pdf
7 ZijinMining-World-class Manono Lithium Mine in the DRC to be Developed Soon, Zijin Holds a 15% Interest
8 https://www.credibilityinternational.com/wp-content/uploads/2021/02/Study-Damages-Awards-2.pdf
9 https://finance.yahoo.com/quote/AVZ.AX/chart?p=AVZ.AX#finance.yahoo.com/quote/AVZ.AX/Chart?p=AVZ
10 https://AVZ Announcements - Ministerial Decree to Award the Mining Licence Manono Lithium & Tin Project
11 ZijinMining-World-class Manono Lithium Mine in the DRC to be Developed Soon, Zijin Holds a 15% Interest
12 https://announcements.asx.com.au/asxpdf/20230412/pdf/45nl0f6mvs54l7.pdf
Did they get their kids to sign the document?
MoneyBags1348
Top 20
AN OPEN LETTER TO THE SHAREHOLDERS OF AVZ MINERALS LIMITED ("AVZ" or "the company")
Dear Shareholders
Three highly credentialed, independent, non-executive directors have been nominated to the Board of AVZ because they share the same concerns as many AVZ shareholders have expressed regarding the company’s current position.
The nominated directors seek appointment to the Board to improve corporate governance, restore critical stakeholder relations and rebuild value in AVZ for all shareholders. They have the skills and experience necessary to execute this.
Constructive engagement has been sought with the company through its Chair, Mr John Clarke, to expedite the appointments. Disappointingly, this has not been forthcoming. Therefore, we are taking this opportunity to address all AVZ shareholders in an effort to communicate the urgent need for change and to ask for your support.
Our Concerns
The nominated directors are concerned about AVZ's past corporate governance practices and the effect this has had on the company, its stakeholders and the Manono Project. There are a number of matters which highlight the need for improved corporate governance in future, including but not limited to the following:
"… ongoing disagreements, conflicts and differences between the shareholders […] have stalled the development of the Manono Project [with] the resulting deadlock [preventing] the State from benefiting from the development of PE 13359."
- It has become apparent that the breakdown in relations with the shareholders of Dathcom Mining SA (Dathcom), including La Congolaise d'Exploration Miniere SA (Cominière) and Dathomir Mining Resources SARL (Dathomir), and the Government of the DRC, was far more serious and evident than AVZ shareholders were informed ¹.
- Based on publicly available information, AVZ's subsidiary Dathcom is no longer the registered holder of Exploration License PR 13359, and AVZ have failed to disclose this change.
- A recent search of DRC Cadastre Minier (CAMI)- (drclicences.cami.cd/EN/) confirms the fact that PR 13359 (the exploration license for the Manono Project), is no longer registered in the name of Dathcom, but is now registered in the name of Cominière. This is a significant change in the registered ownership and legal title of the company's key exploration tenement, and is material, given AVZ and its subsidiaries are involved in various ongoing disputes with Cominière, and that Cominière purportedly terminated the Dathcom joint venture. The search of the CAMI on line register also states PR 13359 expired on 27 December 2021. It does not disclose a new expiry date, and does not specifically state that the license has been renewed beyond that expiry date. The rights of renewal presumably attach to registered holder, Cominière, not Dathcom or AVZI. AVZ, again has not disclosed if PR 13359 has been renewed or otherwise.
- We note that the company's previous disclosure, including for the purposes of Listing Rule 5.3.3 in its last annual report, describes the company as having "a 75% interest in the Manono Project". However, in AVZ's March and June Quarterly Reports, different disclosure appears which now states that AVZ has "a 75% legal interest in the Manono Project."
- We believe the reason for this change in description should be clarified by AVZ, as the disclosure of AVZ's beneficial / economic interest in the Manono Project is now unclear.
- We also believe any change in registered ownership of PR 13359, and the risks flowing there from, are material and should be disclosed to shareholders, particularly given AVZ and Cominière are now locked in significant litigation, and Cominière's interests are hostile to the interests of AVZ.
- A comprehensive and timely report of the ruling of The Lubumbashi High Court's findings on December 24, 2021, and the potential impact on AVZ's interest was and has not been provided to shareholders to consider.
- According to an Africa Intelligence Report published on April 26, 2022², the ruling included an order for the confiscation and destruction of AVZ's 75% share certificate in Dathcom and a finding that AVZ's Technical Director, Mr Graeme Johnston, had engaged in forgery. It was also reported that the Court requested his arrest. AVZ referred to recent press articles (which presumably included the Africa Intelligence Report) as 'Media Speculation' in an announcement dated May 4, 2022³, considering it 'spurious and immaterial'. The nominated directors do not suggest that the Africa Intelligence Report or the ruling itself was correct. However, given the nature of the allegations, they consider that the board of AVZ should release the aforementioned judgement in full so that shareholders can be accurately and fully informed about its content and implications.
- Sales of shares by some directors and officers of AVZ are of concern.
- On 21 January 2022⁴ (a short period after the reported Lubumbashi High Court judgement referred to above), an Appendix 3Y Notice was filed on behalf of Mr Johnston, disclosing the sale of 753,000 shares at an average price of $0.865. This sale occurred before AVZ made any announcement regarding the High Court's ruling. Separately, AVZ’s Chief Financial Officer, Mr. Jan de Jager, sold all of his AVZ shares (1,917,500⁵) during the fiscal year ending on June 30, 2022. This must have occurred prior to AVZ's shares ceasing to trade on May 9, 2022.
- In its response to the ASX aware letter dated 11 April 2023 AVZ confirmed at point 1.4 that it was aware of the High Court application and judgement mentioned above prior to the judgement being made in December 2021.
- The Nominated Directors do not suggest that the sale of shares by either Mr Johnston or Mr de Jager breached any laws.
- There appears to have been a failure to disclose the true extent and nature of the relationship breakdowns with the key joint venture partners in Dathomir and Cominière (an agency of the Government of the DRC), including, but not limited to the reported letter by Dathomir dated May 14, 2021, (when the share price was 14.5c), in which Dathomir terminated the share purchase agreements, and the Cominière letter dated July 2021 (when the share price was 19.5c), disclosing Zijin Mining's interest in the Manono Project.
- The materiality of these relationships is borne out by the reference in AVZ's 4 May 2022 ASX⁶ announcement to the Ministerial Decree requiring "a harmonious and healthy cooperation between the shareholders of Dathcom as a precondition to [progressing] the development of the Manono Project" and the acknowledgment reported by AVZ in that Decree that:
To the best of the Nominated Directors' knowledge, the only case in which an award against the DRC was made (Digoil) resulted in an award of approximately $619m in 2018 of which no funds have been recovered by Digoil to date despite seeking to enforce the arbitral award in the USA and Belgium.
- The Zijin Announcement (dated May 9, 2022)⁷, stated “Cominière agreed to transfer 15% in Dathcom to Jin Cheng Mining and a transfer agreement was signed.” Yet AVZ’s ASX Announcement (dated May 4, 2022) appears to contradict this statement and states that “AVZ is in advanced discussions with the DRC Government regarding the purchase of Cominière’s remaining 15% interest in Dathcom". Page 5 of AVZ’s December 31, 2022, Interim Financial Report, later confirms that Cominière concluded a Share Transfer Agreement with Jin Cheng for 15% in Dathcom, on September 10, 2021. It appears difficult on the face of this, to reconcile these conflicting statements.
- There has been a failure to disclose the nature and full extent of the litigation AVZ and its subsidiaries have and are engaged in and the materiality of these proceedings.
- In addition to the 5 international arbitration cases, it is understood that AVZ and its subsidiaries, including Dathcom, are or have recently been parties to many additional and separate cases in-country.
- International Arbitration is often regarded as a highly risky action.
- This is borne out by Credibility International, who published a comprehensive Study of Damages Awards⁸in 241 Investor-State Cases:
- of a total population of 241 cases, claimants only won 43 cases, or 17.8% of total cases;
- of the 241 cases reviewed, only 29 related to Africa, and none from the DRC;
- the Claimants spent an average of $12.3m and 4.4 years prosecuting their claims; and
- in 18 mining cases analysed only 11 were successful with the amount awarded averaging on 34% of the amount claimed (averaging approximately $350m).
Further to the above matters, it is instructive to note the share price of AVZ peaked at $1.33 on April 4, 2022⁹. Just 30 days later, on May 4, 2022, AVZ shareholders were reassured that everything was on track with the issuance of the Mining License for the Manono Project¹⁰. In fact, two full pages of this ASX Announcement were dedicated to conveying this impression. However, it seems that overwhelmingly, shareholders were not aware of how severely relationships in the DRC had deteriorated and the real and then present risk the company was facing in potentially losing the title to the Manono Project.
Only two trading days later on 9 May 2022, when Zijin made their Announcement¹¹, and the share price of AVZ had plummeted to 78c, the company requested an urgent trading halt followed by a long-term suspension, which has now lasted for well over a year, with no resolution in sight. This all occurred, from an all-time trading high to suspension, within 24 business days – with a resultant loss in value of approximately AUD$2 billion, which would certainly have been materially higher, but for the request for immediate suspension.
Critically, the disclosure on May 4, 2022 did not highlight any issues of significance commensurate with what had actually occurred during this period. In fact, the Board took the very opposite stance. The above ASX Announcement, in fact, emphasised (comprising nearly 80% of its content) that the mining license was on track and imminent, whilst simultaneously, dismissing any recent press reports, as ‘speculation" and "spurious and immaterial’.
It appears that AVZ shareholders were not provided with the full story, preventing them from fairly assessing, on a timely basis, the risks associated with losing the title to the Manono Project. Until a change of board is implemented, these sub-standard disclosure practices will not be remedied and we expect that the company will continue to be unable to comply with the requirements of ASX Listing Rule 3.1 (which is the reason for its current suspension).¹²
Looking to the future
To restore critical stakeholder relations and rebuild value in AVZ for all shareholders, the nominated directors believe it is important for the company to be meticulously respectful of the people of the DRC, its duly elected Government, and its largest trading partner China and its nationals, (noting that the DRC's exports to China are close to ten times larger than its next biggest trading partner being the UAE). After all, the challenges the incumbent board of AVZ have faced are not altogether unusual in almost every developing country throughout the globe, and that is why maintaining good relations with all shareholders of Dathcom and AVZ was and is critical in managing risk. The current Board has singularly failed in this respect.
The nominated directors further consider that a reassessment of AVZ's current and ongoing litigation strategy and exposure needs to be undertaken urgently as part of AVZ's efforts to rebuild critical stakeholder relations, have the license reinstated (a result unlikely to be available through international arbitration) and restore value for the shareholders. The sheer volume of litigation, and its costs, are diminishing shareholder value at an astonishing rate with the latest quarterly cash statements showing corporate costs running at $4.1m and a cash balance of just under $19m. With no end in sight for the various court and arbitral proceedings, and in the absence of secured funding to proceed, it is likely that shareholders will soon be asked to bear the burden of this cost, in pursuit of uncertain outcomes.
For these reasons and many more, we believe that this is an appropriate juncture for new independent directors to be considered for appointment to the Board of AVZ as a matter of urgency.
You can add your voice to those asking for immediate change, by visiting our website at https://www.makemanonogreatagain.com/support and sending the prepared message directly to the Board of AVZ.
Yours sincerely,
The Nominated Directors of AVZ Minerals Limited
Peter Huljich
Michael J Carrick
Download a copy of the open letter to shareholders here.
Ty Ludbrook
1 Australian Financial Review 12.12.2022, "From $4.6b to suspension: would-be lithium giant hid dispute.”
2 https://www.africaintelligence.com/...or-giant-manono-lithium-project,109780529-evg
3 https://announcements.asx.com.au/asxpdf/20220504/pdf/458nzgkw14n1z3.pdf
4 https://company-announcements.afr.com/asx/avz/1f63ab0a-7a8a-11ec-b4cf-6eeaf7b2618c.pdf
5 https://AVZ_Annual Report_2022 (see Note 13(f), page 29)
6 https://announcements.asx.com.au/asxpdf/20220504/pdf/458nzgkw14n1z3.pdf
7 ZijinMining-World-class Manono Lithium Mine in the DRC to be Developed Soon, Zijin Holds a 15% Interest
8 https://www.credibilityinternational.com/wp-content/uploads/2021/02/Study-Damages-Awards-2.pdf
9 https://finance.yahoo.com/quote/AVZ.AX/chart?p=AVZ.AX#finance.yahoo.com/quote/AVZ.AX/Chart?p=AVZ
10 https://AVZ Announcements - Ministerial Decree to Award the Mining Licence Manono Lithium & Tin Project
11 ZijinMining-World-class Manono Lithium Mine in the DRC to be Developed Soon, Zijin Holds a 15% Interest
12 https://announcements.asx.com.au/asxpdf/20230412/pdf/45nl0f6mvs54l7.pdf
They can’t even sign there own names clearly. By the way..,, trolls starting to appear again!
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