AVZ Discussion 2022

[wombat74]

The AGM must be held within 5 months of the end of financial year (by end of November) and notice must be given at least 21 days before the meeting under the Corporations Act. AVZ's constitution refers to the Corporations Act and doesn't specify any different rules. Therefore technically the meeting could be as late as the 29th of November and the announcement as late as the 8th of November. There is also the possibility that the board request an extension to have the AGM delayed but this is unlikely. Usually AVZ like to have it the week before on a Thursday so most likely it will be on the 21st of November and we should get notice tomorrow or next week.

Anyone wishing to nominate for the board must do so at least 30 business days before the meeting which has now passed even if the AGM is on the last possible date of the 29th of November. But like I said a few weeks ago it is impossible this year for the current board to lose their majority like it was last year (without some shock resignations) so expect a different tactic from Carrick in his attempt to gain control of the Manono project without paying fair value to AVZ shareholders.

The board had a first strike recorded against them last year due to a vote of over 25% against the remuneration report. China easily have the numbers to get the second strike this year. If there is a strike against a company's remuneration report over two consecutive years a resolution to spill the board must be put to shareholders which is usually done in the form of a special resolution with a vote of over 50% needed to sack them. It would be incredibly foolish of the current board to have not taken significant pay cuts or have a clear path out of this mess come AGM day imo

So if China are likely to have another spill attempt , where does that leave our imminent joyous announcement? Funding ?

​

 

[Strongman]

The AGM must be held within 5 months of the end of financial year (by end of November) and notice must be given at least 21 days before the meeting under the Corporations Act. AVZ's constitution refers to the Corporations Act and doesn't specify any different rules. Therefore technically the meeting could be as late as the 29th of November and the announcement as late as the 8th of November. There is also the possibility that the board request an extension to have the AGM delayed but this is unlikely. Usually AVZ like to have it the week before on a Thursday so most likely it will be on the 21st of November and we should get notice tomorrow or next week.

Anyone wishing to nominate for the board must do so at least 30 business days before the meeting which has now passed even if the AGM is on the last possible date of the 29th of November. But like I said a few weeks ago it is impossible this year for the current board to lose their majority like it was last year (without some shock resignations) so expect a different tactic from Carrick in his attempt to gain control of the Manono project without paying fair value to AVZ shareholders.

The board had a first strike recorded against them last year due to a vote of over 25% against the remuneration report. China easily have the numbers to get the second strike this year. If there is a strike against a company's remuneration report over two consecutive years a resolution to spill the board must be put to shareholders which is usually done in the form of a special resolution with a vote of over 50% needed to sack them. It would be incredibly foolish of the current board to have not taken significant pay cuts or have a clear path out of this mess come AGM day imo

Hi Carlos thanks for that information. Given the Chinese have the numbers with regard to the 2nd strike of the renumeration report is this a forgone conclusion ? If this is the case and then we go to a vote on a special resolution to sack the board how does this work with regard to voting ? I assume a voting form is drafted and sent to all shareholders sometime soon after the AGM ? Given the 50 % vote rule it becomes vitally important for all shareholders to vote against a board spill and as you said would be incredibly foolish of the board to have not taken significant pay cuts. Rallying the numbers certainally sounds like something De boss needs to address

 

[Cumquat Cap]

Deboss absolutely needs to get to work somehow (suspect he’s already talking to the big voters). And I know for sure board has taken massive pay cuts already

 

[Flight996]

Hi Carlos thanks for that information. Given the Chinese have the numbers with regard to the 2nd strike of the renumeration report is this a forgone conclusion ? If this is the case and then we go to a vote on a special resolution to sack the board how does this work with regard to voting ? I assume a voting form is drafted and sent to all shareholders sometime soon after the AGM ? Given the 50 % vote rule it becomes vitally important for all shareholders to vote against a board spill and as you said would be incredibly foolish of the board to have not taken significant pay cuts. Rallying the numbers certainally sounds like something De boss needs to address

Interestingly, orchestrating a board spill is a double-edged sword for CATH and the other Chinese holders (CATH & Co) who collectively hold approx 20% of AVZ shares (excluding Chinese individuals and trusts within funds).

If CATH & Co somehow manage to spill the board, and their China-aligned muppets get seats on the new board, the whole of Manono is gone, gone, fucking gonski...absorbed into Manono Lithium or sold off for peanuts. Manono Lithium remains in the driver's seat, and Zijin becomes the main beneficiary. CATH & Co's investments are down the toilet, and they still fail to get a slice of Manono. If they want back in, they have to buy back in...again.

Their best bet is to keep the present board, and at least get most of their investment back when negotiations are concluded.

This scenario is rather simplistic, and just one of many complex possibilities and permutations.

My head hurts just thinking about them.

 

[wombat74]

Interestingly, orchestrating a board spill is a double-edged sword for CATH and the other Chinese holders (CATH & Co) who collectively hold approx 20% of AVZ shares (excluding Chinese individuals and trusts within funds).

If CATH & Co somehow manage to spill the board, and their China-aligned muppets get seats on the new board, the whole of Manono is gone, gone, fucking gonski...absorbed into Manono Lithium or sold off for peanuts. Manono Lithium remains in the driver's seat, and Zijin becomes the main beneficiary. CATH & Co's investment is down the toilet, and they still fail to get ownership of Manono. If they want back in, they have to buy back in.

Their best bet is to keep the present board, and at least get most of their investment back when negotiations are concluded.

This scenario is rather simplistic, and just one of many complex possibilities and permutations.

My head hurts just thinking about them.

CATH voted against the BoD at the last AGM .

 

[wombat74]

Hi Carlos thanks for that information. Given the Chinese have the numbers with regard to the 2nd strike of the renumeration report is this a forgone conclusion ? If this is the case and then we go to a vote on a special resolution to sack the board how does this work with regard to voting ? I assume a voting form is drafted and sent to all shareholders sometime soon after the AGM ? Given the 50 % vote rule it becomes vitally important for all shareholders to vote against a board spill and as you said would be incredibly foolish of the board to have not taken significant pay cuts. Rallying the numbers certainally sounds like something De boss needs to address

"so many exciting developments happening behind the scenes." Oct 16th

 

[SilentOne]

Interestingly, orchestrating a board spill is a double-edged sword for CATH and the other Chinese holders (CATH & Co) who collectively hold approx 20% of AVZ shares (excluding Chinese individuals and trusts within funds).

If CATH & Co somehow manage to spill the board, and their China-aligned muppets get seats on the new board, the whole of Manono is gone, gone, fucking gonski...absorbed into Manono Lithium or sold off for peanuts. Manono Lithium remains in the driver's seat, and Zijin becomes the main beneficiary. CATH & Co's investment is down the toilet, and they still fail to get a slice of Manono. If they want back in, they have to buy back in...again.

Their best bet is to keep the present board, and at least get most of their investment back when negotiations are concluded.

This scenario is rather simplistic, and just one of many complex possibilities and permutations.

My head hurts just thinking about them.

Here is what I have researched

In the case of a Board Spill, the same directors can be voted back in. A Board Spill typically occurs when shareholders decide to remove the entire board of directors and then elect new directors. However, the existing directors are eligible to stand for re-election, so if shareholders choose to vote for them again, they can return to their positions.

A person who has been voted onto a board can be blocked or removed in several ways:

1. Shareholder Vote: Shareholders can call for a vote to remove a director, usually requiring a certain percentage of votes.

2. Bylaws or Corporate Governance Rules: The company's bylaws may specify conditions under which a director can be removed or blocked from serving.

3. Conflict of Interest: If a director has a conflict of interest that violates company policies, they may be blocked from participating in certain decisions or meetings.

4. Legal Challenges: Legal action can be taken if there are grounds to challenge a director's election, such as fraudulent activities or non-compliance with regulations.

5. Board Decisions: The board may have the power to censure or limit a director’s involvement in specific areas, depending on the governance structure.

6. Resignation or Voluntary Withdrawal**: A director may choose to resign or step back if pressured by other board members or shareholders.

These mechanisms help ensure accountability and alignment with the company’s interests.

Please do your own research - this is not my area of expertise nor is it advice.

SilentOne

 

[wombat74]

So if China are likely to have another spill attempt , where does that leave our imminent joyous announcement? Funding ?

​

This begs the question . How do we secure funding if there is a potential BoD spill ?
OR
If funding is secured there will be no BoD spill .

 

[Flight996]

Here is what I have researched

In the case of a Board Spill, the same directors can be voted back in. A Board Spill typically occurs when shareholders decide to remove the entire board of directors and then elect new directors. However, the existing directors are eligible to stand for re-election, so if shareholders choose to vote for them again, they can return to their positions.

A person who has been voted onto a board can be blocked or removed in several ways:

1. Shareholder Vote: Shareholders can call for a vote to remove a director, usually requiring a certain percentage of votes.

2. Bylaws or Corporate Governance Rules: The company's bylaws may specify conditions under which a director can be removed or blocked from serving.

3. Conflict of Interest: If a director has a conflict of interest that violates company policies, they may be blocked from participating in certain decisions or meetings.

4. Legal Challenges: Legal action can be taken if there are grounds to challenge a director's election, such as fraudulent activities or non-compliance with regulations.

5. Board Decisions: The board may have the power to censure or limit a director’s involvement in specific areas, depending on the governance structure.

6. Resignation or Voluntary Withdrawal**: A director may choose to resign or step back if pressured by other board members or shareholders.

These mechanisms help ensure accountability and alignment with the company’s interests.

Please do your own research - this is not my area of expertise nor is it advice.

SilentOne

Yes, thankfully there are governance arrangements in place that regulate and moderate individual and collective board member behaviors.

However, MMGA's clear China-aligned agenda prior to the last AGM should be a sufficient wake-up call to all of us. While they did not get anyone elected, they sure got a lot of votes, including those of CATH & Co.

A year on, and this time around there may be a few more disgruntled shareholders who want a resolution to this shit-storm almost at any cost. Complacency kills.

Cheers
F

 

[Carlos Danger]

Hi Carlos thanks for that information. Given the Chinese have the numbers with regard to the 2nd strike of the renumeration report is this a forgone conclusion ? If this is the case and then we go to a vote on a special resolution to sack the board how does this work with regard to voting ? I assume a voting form is drafted and sent to all shareholders sometime soon after the AGM ? Given the 50 % vote rule it becomes vitally important for all shareholders to vote against a board spill and as you said would be incredibly foolish of the board to have not taken significant pay cuts. Rallying the numbers certainally sounds like something De boss needs to address

The special resolution will be included in the voting form for the AGM with a note that it will only be counted if the second strike is recorded imo

 

[Carlos Danger]

Here is what I have researched

In the case of a Board Spill, the same directors can be voted back in. A Board Spill typically occurs when shareholders decide to remove the entire board of directors and then elect new directors. However, the existing directors are eligible to stand for re-election, so if shareholders choose to vote for them again, they can return to their positions.

A person who has been voted onto a board can be blocked or removed in several ways:

1. Shareholder Vote: Shareholders can call for a vote to remove a director, usually requiring a certain percentage of votes.

2. Bylaws or Corporate Governance Rules: The company's bylaws may specify conditions under which a director can be removed or blocked from serving.

3. Conflict of Interest: If a director has a conflict of interest that violates company policies, they may be blocked from participating in certain decisions or meetings.

4. Legal Challenges: Legal action can be taken if there are grounds to challenge a director's election, such as fraudulent activities or non-compliance with regulations.

5. Board Decisions: The board may have the power to censure or limit a director’s involvement in specific areas, depending on the governance structure.

6. Resignation or Voluntary Withdrawal**: A director may choose to resign or step back if pressured by other board members or shareholders.

These mechanisms help ensure accountability and alignment with the company’s interests.

Please do your own research - this is not my area of expertise nor is it advice.

SilentOne

Yes there is the possibility that some or all of the board could be voted back in. Seems unlikely anyone willing to vote against remuneration and for spilling the board would then vote them back in but stranger things have happened. Also not guaranteed any potential new nominees at that point eg Carrick would get the 50% required to get on the board.

 

[Hudnut]

If CATH & Co somehow manage to spill the board, and their China-aligned muppets get seats on the new board, the whole of Manono is gone, gone, fucking gonski...absorbed into Manono Lithium or sold off for peanuts. Manono Lithium remains in the driver's seat, and Zijin becomes the main beneficiary. CATH & Co's investments are down the toilet, and they still fail to get a slice of Manono. If they want back in, they have to buy back in...again.

Unless Uncle Xi tells Zijin to share....

 

[TLH]

The special resolution will be included in the voting form for the AGM with a note that it will only be counted if the second strike is recorded imo

Is there a possibility AVZ could be diluted by say 20% with the shares being given to a power house trusted mining company?
The shares would be given on the basis they fund all legal bills with the remaining to be paid upon issuing of the mining license.
That way no need for all this talk prior to AGM’s.
Basically still hoping for a big brother to come in for AVZ and ride this out with us.

 

[Flight996]

Unless Uncle Xi tells Zijin to share....

Mate, not sure if we can use the words Zijin and share in the same sentence...

Cheers
F

 

[Pokok]

Yes, thankfully there are governance arrangements in place that regulate and moderate individual and collective board member behaviors.

However, MMGA's clear China-aligned agenda prior to the last AGM should be a sufficient wake-up call to all of us. While they did not get anyone elected, they sure got a lot of votes, including those of CATH & Co.

A year on, and this time around there may be a few more disgruntled shareholders who want a resolution to this shit-storm almost at any cost. Complacency kills.

Cheers
F

Your last line I don't believe there is one honest shareholder hear that would sell their shares at any cost just for a resolution , we have all waited this long whats another year , don't get me wrong i will sell if I am offered fair value but that's it , and asking me what fair value is I really have no idea anymore but I know what I will accept , nothing lower than the ATH

 

[Flight996]

Your last line I don't believe there is one honest shareholder hear that would sell their shares at any cost just for a resolution , we have all waited this long whats another year , don't get me wrong i will sell if I am offered fair value but that's it , and asking me what fair value is I really have no idea anymore but I know what I will accept , nothing lower than the ATH

Yes, and I'll also wait for a resolution and fair offer.

Fuck the shit-eating robot Chinese and their DRC minions.

 

[JasonM]

Your last line I don't believe there is one honest shareholder hear that would sell their shares at any cost just for a resolution , we have all waited this long whats another year , don't get me wrong i will sell if I am offered fair value but that's it , and asking me what fair value is I really have no idea anymore but I know what I will accept , nothing lower than the ATH

lithium prices have moved a lot since ath was hit. in the event of a takeover, I'd be happy to take a price that came up via a credible independent valuation plus damages. That said, eod, price is only what somewhat is willing to offer, any fair price would be heavily discounted due to location being in drc and the corrupt fuckers and chinese. If they did a private auction, I'd also happily take whatever came out of it, even if it meant a cut from last traded price. I just want out and to get some money back so I can move on. I wouldnt be wanting to sell to the chinese though.

Hey @geo_au how long do they need to type up the announcement you referenced? is it going through internal approvals?

 

[Mute22]

Deboss wouldn’t exaggerate would he?

 

[Mute22]

View attachment 71706 Deboss wouldn’t exaggerate would he?

Don’t worry Deboss, I’ve had nothing to do but pay attention to the long term.

 

[Small Trader]

Has anyone from Europe tried to send an email to the email addresses given by Deboss on X to be added to the list with success? My mail asdress is considered as spam and can not be delivered to either one (admin or ydemetre)

Signing up on the Homepage works

br
Malte

Yes, it worked for me.
I also received a confirmation email.