Hi guys
I attended the AGM today and have some comments below.
Please also read other commenters’ opinions and comments on the AGM and please DYOR as there is a good chance I could have skipped/misinterpreted a lot of stuff and is just my best opinion on today’s meeting based on what I think that I remember. Long comment coming up – so grab a coffee.
1/ Basic info about meeting
John Clarke was chair and mainly spoke along with Nigel
No cameras/cell phones , disruptive behaviour warnings given. Max of 2 question per shareholder
Hall was full – heaps of shareholders
Present was Nigel, Rhett Brans, Serge, Casta Tungaraza, Cohen, Jager, Graeme, Chadwick (auditor), DLA Piper.
Someone on stage was assisting management (not sure if lawyer or who)
Resolutions by poll at end of meeting
2/ 20 million funding – question if we really have funding
Question asked that is funding really secured and what does management think of break fee, etc.
What is context
Nigel says that Locke can get investment back with some multiple.
AVZ has had multiple discussions and talked to other parties. Locke provided adequate funding and we did detailed due diligence. AVZ is not aware of any reason why they would back out.
Question was again asked if they are commited and Clarke replied that question is already answered
3/ Breach of JV – question by Carrick
Carrick suggested material breach of JV agreement and wondered what impact breaches would have, and company’s strategy in light of breach of JV agreement
Nigel – Not in interest of company to comment. Refer announcement like AVZ has successfully restrained Cominiere, etc.AVZ acknowledges arbitration is costly and time consuming but arbitration leads to discussions with DRC. We are willing to resolve on fair terms. Dathcom rightfully holds everything, mining license should be approved etc. Dathomir has no basis to terminate or negotiate anything. Criminal proceeding against Graeme was wrong. We have strong grounds on all issues. Transfer to jincheng was wrong. AVZ has right of first refusal. Jincheng has no recourse to arbitration. Jincheng arbitration weighs heavily on other arbitrations
4/ Question – are we confident of retaining everything. Also what about AJN held by Nigel
Clarke replies – We note you refer to MMG commentary that company relinquished part which was acquired by AJN. This is false. MOM cancelled prior decree and AVZ did not relinquish anything
13359 is held by Dathcom. We hold entire project. Fat tail commentary does not address Cominiere who transferred a part and this partition cannot be reconciled with anything. Will be discussed at ICC and ICSID.
Not in AVZ interest to ventilate further. We are protecting company and shareholders by ICC, etc by injunction against Cominiere that they cannot do anything further. Neither AJN nor MMS have any stake. 13359 and entire Manono project is held by Dathcom
Nigel has no knowledge of anything done by AJN board. Nigel believed that AJN was into gold and within 24 hours of believing AJN was into lithium, Nigel resigned from AJN.
5/ Question from Carrick – AJN application, DRC law, etc
Carrick says AJN lodged application when Nigel was director and DRC law gave Cominiere right to terminate JV, and high court judgement not disclosed.
Carrick talks to crowd. Crowd says talk to board. Clarke replies that Carrick is being extremely disruptive. Crowd claps. Clarke says we have to move on
6/ Question – effect of injunctions if anything
Question was asked as to how are we stopping Zijin/cominiere and why put effort to have more injunctions . Will it have any effect on Cominiere and Zijin
Clarke tells crowd to please be cordial
Nigel says we’ve had limited success in domestic DRC law. Hard to have success locally. We’ve had emergency reliefs that cominiere cannot do anything till ICC resolves. Euro 50,0000 fine and admin cost, etc piling up. Penalties continue to accrue. ICC dismissed Jincheng. Dathomir applied to keep confidential and AVZ successfully appealed against it.
Jurisdiction of ICC – Jincheng not shareholder of Dathcom and ICC has no jurisdiction
Entry into MOU will be significant. All arbitration necessary till amicable settlement reached to support our rights. ICSID has given us leverage for senior DRC officials to take us seriously. Various stages of advancement and AVZ eager to resolve on fair and reasonable terms. Arbitration supports negotiations with DRC officials. Dathomir no longer should have any rights. Cominiere is acting in breach and AVZ has strong chances of success. Binding funding with Locke and 20 million is sufficient for all litigation till conclusion
7/ Question – DD by board for Locke
Question asked what due diligence done by board for Locke funding and Locke’s past success in arbitration.
Nigel – Discussed with multiple parties and detailed discussions, terms, etc. considered for adequate funding
Locke capital are funders. They are not running this arbitration
8/ Question - Cost cutting measures
Question by shareholder that last AGM, company said that cost cutting measures to be taken but notes high rate of spend, cash bonuses, etc. This is poor optics. Can management justify
Clarke - Remuneration in light with
market rates, appropriate to attract and retain best directors, local and international trends, market factors, Aussie practices. Nigel and Cohen have worked 246 days and majority of them in DRC last year
Nigel –
International arbitrations are needed and if not, our interests are being taken away. AVZ cannot rely on domestic DRC. Cost cutting where we cancelled
Question again by shareholder that he does not think question of bonuses over 1 million was answered
Clarke – answer already given in last part of his comment of time spent by management away from family and home
9/ Question by Carrick – what about proxies
Carrick asks what about proxies received
Clarke- Voting not know but at end of poll. Crowd laughs in supports
10/ Question – board on resolution 2-17
Question why board does not endorse 2-17
Nigel – Company sees 16 shareholder nominations including 3 from Fat Tail. Company then received many more. Board candidates are standing too and shareholders vote in order of resolution
Based on skill sets, strategy etc. Thanks to all
Someone on stage mentioned that poll results would be at end of meeting (I think this was lawyer but am not sure)
No questions asked for most resolutions for some time now
11/ Resolution 9 Ludbrook – Question asked why vote for him
Question asked to him why we should vote for him.
Clarke -good question but questions should only be asked to board. Do you want to ask question again
Question rephrased to board as to whether they considered his experience
Nigel says against 2-17 in general as
no extra experience by 2-17 in addition to existing board
12/ Peter Huljich
Question asked why Peter resigned. Was it back lash by shareholders
Nigel – It is confidential. Refer our media release
Question - is peter still with Amani Gold and associated with Cong
Nigel – some stuff on public record
Question – why want to be back on board
Nigel -shareholder nominated
13/ Carrick -resolution 17
Question – what has Fat tail done by associating with Cominiere. Believe they have hurt us and need to hear it from board
Nigel – tough question but we are here to
ensure right people on board and move project forward
Question – so according to board, Carrick is not right person
Carrick talks-
we went to DRC as part of personal DD, met with minister who said door slammed on AVZ. (Crowd shouts this is his opinion).
We just listened to issues of parties
Clarke to crowd – Please people keep nice and cool please
Question – was board aware of Carrick’s extensive experience
Clarke – order not picked and chosen
14/ Support for board
Question – Board done great job (Loud clap)
Honest, fair and everything by the book. Cannot see what Fat Tail brings
Clarke – don’t be defamatory
Person says that Fat tail have wasted time, should have moved on
Person says that he does not have a question.
Clarke – this is disruptive
15/ Question – does Board Support Carrrick
Question – does board support Carrick
Nigel – board considered skills and experience already on board. Nothing new needed
16/ Conflict of interests
Question – AS to conflict of interest policy, do Peter, etc adhere to policy
Nigel – they are not on board right now; so does not really apply
Carrick said something and Clarke said to ensure it is not defamatory. Clarke cut question short and said not relevant.
Clarke also told Carrick to stop using phone (against meeting rules)
17/ Resolution 19 – John Clarke
Question - Does board endorse Clarke and has AVZ considered other company claims
Nigel – anything in particular
Question – nothing specific
Nigel – then I can’t answer but endorsed by board definitely
18/ Continuous disclosure and issues
Question – Continuous disclosure and issues since last 2 years. What specific DD done to ensure new directors understand continuous disclosure
Nigel – they understand. 2 are involved since some time. Refer company announcement
Risk management and governance undertaken.
Possess deep and relevant skills, independence, industry background and complement board effectiveness
19/Vote
Formal voting now commences
Based on proxies received Fat tail nominees seemed to have around 33% support while similar portion seemed to vote against board.
Poll closes and formal meeting over
20 Conclusion
Please DYOR and note that there could be several mistakes above and I could have heard a lot wrong. I’m only sharing my own notes / bullet points based on what I think I heard and these should not be relied for any of your investment decisions. Please refer comments by other commenters for full info
Also note that above points were less (practically nothing) of my opinion but more of what I think I heard. I’ve simply mentioned what I heard (or think I heard) at the AGM and nothing more.
Apologies to anyone named above if anything was wrong and this is always possible while trying to summarise a long AGM.
Board was respectful of Fat Tail but was firm that no extra experience needed. This summarises most of AGM.
Crowd seemed more supportive of board in my humble opinion (final voting seemed to reflect that)
Cheers
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