AVZ Discussion 2022

[JNRB]

I'm still curious as to why CATH now taking a stake now in GLH instead of Dathcom.
Some smarter cookies than me have done the math and worked out that they're valuing it about the same as previous agreement (thanks @Flekman11) so why the change?

My purely speculating:

It aligns their interests more directly to ours. Their slice of the pie is no longer proportional to Dathcom as a whole.
Their chunk is directly proportional to our chunk.
Not just of the tenement, but now also of ownership. That wasn't the case when they were taking a stake in Dathcom directly.

So they are incentivised to fight not just to make sure Dathcom retains as much of the tenement as possible (ie all of it - fuk you zijin and celestin) AND fight to make sure that AVZ retain as much ownership of it as possible (ie that extra 15% - fuk you zijin and celestin)


Some further speculation albeit I don't like it:
It ensures that there will be no concerns about there not being a clear majority holder of Dathcom (apparently DRC wants there to be a >50% owner of mining projects). This shouldn't be a problem for us - but it does leave a little wiggle room if we decided to let someone else buy a stake in the project down the line (at say $12/share ).

 

[Schnitzelfresser]

GLH is owned by AVZ. Dathcom by AVZ and Cominiere. Guess both parties need to agree to include someone new and Cominiere wont be willing to do so.

My guess

 

[Hudnut]

I'm still curious as to why CATH now taking a stake now in GLH instead of Dathcom.

They can't. No-one is going to sell it to them.

Dathcom is the JV that is/owns the Manono project.

AVZ's interest in Manono is via GLH's stake in Dathcom, via AVZI.
GLH is a wholely owned subsidiary of AVZI.

Some of the ownership disputes are things like Cominiere selling 15% interest in the Dathcom JV to Dathomir.
You'd need all JV parties to agree, and they are all fighting.

When we say AVZ owns 75% of Dathcom, we mean GLH's 60% interest, plus the 15% that was also sold to Dathomir (Cong) in violation of our ROFR.

For CATH to get a stake directly in Dathcom, they'd have to buy it from Cominiere, Dathomir, or GLH. That would immediately start a shitfight, since thoses parties are currently at ICC/ICSID arguing over who owns what in Dathcom re: the ROFR and selling 15% to Dathomir. Also remembering that Cominiere is trying to dissolve the Dathcom JV.

AVZ would never sell any of GLH's stake in Dathcom JV to CATL. It would give them a direct ownership stake and voting power.
Keeping them as a minority stake in GLH allows AVZ to remain in control.

Easier for CATL to buy a indirect stake in GLH, which owns at least 60% undisputed (as long as Cominiere/DRC aren't successful in dismantling the Dathcom JV), and possibly 75% if we get the 15% through ROFR.

So CATL taking an indirect stake in GLH means they are confident/hoping/hedging that:
- The Dathcom JV stays intact
- GLH owns at least 60%, and hopefully 75% of Dathcom
- AVZ get a license to mine via the Dathcom JV, maintaining the value in Dathcom via some sort of deal or legal win, whichever comes first.

This is a Good Thing (tm).

The funding supplied to get this indirect stake is helpful because it supplies funding for:
- litigation, ICC/ICSID fees, operational/working capital, and
- demonstrated ability to fund mining, which is required to get the exploitation permit. This is an important point that people forget.

This is a Really Good Thing (tm).

Where things get sticky are conditions around release of funding after the initial $10M and when repayment of funds becomes due. We don't have the details around that, but I'm pretty sure it will be covered off. There are still negotiations going on we aren't aware of.

One thing for sure is Cominiere will be very unhappy at this turn of events, and that alone gives me warm fuzzies.

 

[Schnitzelfresser]

My 2 cents
For me, this was actually a master plan by Nigel. I never expected CATH to be part of the game or an ally again.
If that was the plan...he used Locke as bait to get Cath to the table. Cath will have shown interest in “helping” beforehand, the terms were just crap. As the announcement says, AVZ, via Locke, got an additional valuation on the pending arbitration...and for free. So all the aces were now with Nigel and I think he was able to strike a good deal. There is always room for improvement, but of course the lithium price is not strong and DRC is still a hole that no westerner dares to enter.
The fact that a large Chinese company is now covering AVZ means that many of the arguments of the corrupt are falling by the wayside. But with the best will in the world I can't believe that we are really going to build the mine and mine from it.

 

[JNRB]

They can't. No-one is going to sell it to them.

Dathcom is the JV that is/owns the Manono project.

AVZ's interest in Manono is via GLH's stake in Dathcom, via AVZI.
GLH is a wholely owned subsidiary of AVZI.

Some of the ownership disputes are things like Cominiere selling 15% interest in the Dathcom JV to Dathomir.
You'd need all JV parties to agree, and they are all fighting.

When we say AVZ owns 75% of Dathcom, we mean GLH's 60% interest, plus the 15% that was also sold to Dathomir (Cong) in violation of our ROFR.

For CATH to get a stake directly in Dathcom, they'd have to buy it from Cominiere, Dathomir, or GLH. That would immediately start a shitfight, since thoses parties are currently at ICC/ICSID arguing over who owns what in Dathcom re: the ROFR and selling 15% to Dathomir. Also remembering that Cominiere is trying to dissolve the Dathcom JV.

AVZ would never sell any of GLH's stake in Dathcom JV to CATL. It would give them a direct ownership stake and voting power.
Keeping them as a minority stake in GLH allows AVZ to remain in control.

Easier for CATL to buy a indirect stake in GLH, which owns at least 60% undisputed (as long as Cominiere/DRC aren't successful in dismantling the Dathcom JV), and possibly 75% if we get the 15% through ROFR.

So CATL taking an indirect stake in GLH means they are confident/hoping/hedging that:
- The Dathcom JV stays intact
- GLH owns at least 60%, and hopefully 75% of Dathcom
- AVZ get a license to mine via the Dathcom JV, maintaining the value in Dathcom via some sort of deal or legal win, whichever comes first.

This is a Good Thing (tm).

The funding supplied to get this indirect stake is helpful because it supplies funding for:
- litigation, ICC/ICSID fees, operational/working capital, and
- demonstrated ability to fund mining, which is required to get the exploitation permit. This is an important point that people forget.

This is a Really Good Thing (tm).

Where things get sticky are conditions around release of funding after the initial $10M and when repayment of funds becomes due. We don't have the details around that, but I'm pretty sure it will be covered off. There are still negotiations going on we aren't aware of.

One thing for sure is Cominiere will be very unhappy at this turn of events, and that alone gives me warm fuzzies.

The previous agreement, IIRC, was for CATH to take a stake in Dathcom.
So what's relevant here is why it's now changed.

 

[obe wan]

I'm still curious as to why CATH now taking a stake now in GLH instead of Dathcom.
Some smarter cookies than me have done the math and worked out that they're valuing it about the same as previous agreement (thanks @Flekman11) so why the change?

My purely speculating:

It aligns their interests more directly to ours. Their slice of the pie is no longer proportional to Dathcom as a whole.
Their chunk is directly proportional to our chunk.
Not just of the tenement, but now also of ownership. That wasn't the case when they were taking a stake in Dathcom directly.

So they are incentivised to fight not just to make sure Dathcom retains as much of the tenement as possible (ie all of it - fuk you zijin and celestin) AND fight to make sure that AVZ retain as much ownership of it as possible (ie that extra 15% - fuk you zijin and celestin)


Some further speculation albeit I don't like it:
It ensures that there will be no concerns about there not being a clear majority holder of Dathcom (apparently DRC wants there to be a >50% owner of mining projects). This shouldn't be a problem for us - but it does leave a little wiggle room if we decided to let someone else buy a stake in the project down the line (at say $12/share ).

The 24% to CATL was to be dependent on a number of terms , but ultimately grant of mining licence .

Cominiere ran away down a dark alley and had the Dathcom JV dissolved through a DRC court; Cominiere & the rest of the DRC brown baggers then stuck their fingers in their ears and went on parrot mode ‘AVZ are no longer part of the Manono project , Dathcom is gone’ ; Comineres have been trying to argue in their disputes the validity of the sale of shares in the Manono project by AVZ to CATL

With AVZ gone ; then their agreements to issue 24% of the Manono project to CATL on granting of a ML is definitely gone & CATL have no say in the matter or right in any negotiation in the eyes of CKs ,corrupt DRC officials & Zijins.

Also Cominere & Co spruiking AVZ are bust and no financial capacity to finance project so let’s move on ; …. sure there are deeper rooted benefits to their indirect involvement through AVZI subsidary GLH and the legal framework between the Parent AVZI and subsidiary GLN would be interesting to know ; but one thing is for sure is that they do become a firm representative with financial skin in AVZI through buying shares in the AVZs Dathcom shares holding company GLH; so they are no longer someone that has no say in the matter according as according to CK & Z ; it also plugs CKs cake hole that there’s no cash there to finance the project.

so Mr Pei should now be in a box seat to sit at the negotiating table with a wacking stick with all parties knowing that he now has a very direct involvement representing the parent company AVZI and the brown baggers claim that there’s no cash to finance the project is null and void

 

[JNRB]

@obe wan
I'm familiar with the story. I'm not interested in the timing of why CATH got back in now,
I'm interested in why they got back in via GLH instead of DATHCOM

But the gist i get is you agree this arrangement aligns our incentives and is a good thing for us.

 

[obe wan]

‘ CATL - the company's vision for a zero-carbon future.’

Sorry Z , but we’re gonna need Mpiana back

x.com

x.com

 

[obe wan]

@obe wan
I'm familiar with the story. I'm not interested in the timing of why CATH got back in now,
I'm interested in why they got back in via GLH instead of DATHCOM

How can they get into Dathcom ; they were never in Dathcom ; that was all prerequisite and no way they can currently buy into it considering as the other JV members have gone rogue and according to them Dathcom no longer exists anyway

IGF has AVZ down at 60% ; the other 15% .. well that’s still in the air . Mr Pei gets 30.5% indirectly through GLH … AVZ are 60% in IGF .. within AVZ 60-30.5 ; I suppose that may mean Mr Pei somehow controls the direction of the project within AVZ control room …maybe.

In any case , Pei will have a big say within the walls of AVZ ; he’s positioned within the walls of the majority holder as opposed to sitting outside as a minority holder waiting for big brother to point the way

 

[DiscoDanNZ]

I'm fine with Zijin taking the North.

As long as it has a massive price tag on it and they have to take a 40" girth strap on from Nigel.

This should be Zijin's seat at the negotiating table:

 

[Goldenboy]

The reason we are in this rat-trap begging for funding stems from drilling the north to satisfy the DRC MINING CODE. How have Zijin in any way followed the mining code? Take emotion out of the decision making process, follow the law.

Haven't posted for a few days so all I can say is - Yeeeeww! Small breaching whale.

Any fishos out there - nailed two grassy sweetlip over 4 kg in 10 minutes yesterday. Will never happen again. Must be a sign!!

Where did you nail the sweeties … fish have been scarily quiet the last few sessions ( sunny coast) … moon phase ?, winds ?, sharks ?….??

 

[JNRB]

How can they get into Dathcom ; they were never in Dathcom ; that was all prerequisite and no way they can currently buy into it considering as the other JV members have gone rogue and according to them Dathcom no longer exists anyway

IGF has AVZ down at 60% ; the other 15% .. well that’s still in the air . Mr Pei gets 30.5% indirectly through GLH … AVZ are 60% in IGF .. within AVZ 60-30.5 ; I suppose that may mean Mr Pei somehow controls the direction of the project within AVZ control room …maybe.

In any case , Pei will have a big say within the walls of AVZ ; he’s positioned within the walls of the majority holder as opposed to sitting outside as a minority holder waiting for big brother to point the way

So you think they're taking a stake in glh now instead of dathcom primarily because Dathcom is too disputed right now?
Could be for sure. Still a win for us tho I think.

 

[cruiser51]

I'm still curious as to why CATH now taking a stake now in GLH instead of Dathcom.
Some smarter cookies than me have done the math and worked out that they're valuing it about the same as previous agreement (thanks @Flekman11) so why the change?

My purely speculating:

It aligns their interests more directly to ours. Their slice of the pie is no longer proportional to Dathcom as a whole.
Their chunk is directly proportional to our chunk.
Not just of the tenement, but now also of ownership. That wasn't the case when they were taking a stake in Dathcom directly.

So they are incentivised to fight not just to make sure Dathcom retains as much of the tenement as possible (ie all of it - fuk you zijin and celestin) AND fight to make sure that AVZ retain as much ownership of it as possible (ie that extra 15% - fuk you zijin and celestin)


Some further speculation albeit I don't like it:
It ensures that there will be no concerns about there not being a clear majority holder of Dathcom (apparently DRC wants there to be a >50% owner of mining projects). This shouldn't be a problem for us - but it does leave a little wiggle room if we decided to let someone else buy a stake in the project down the line (at say $12/share ).

That is simple actually.

Dathcom is owned by AVZ and Cominiere.
Avz needs permission from Cominiere to sell a slice of Dathcom.

By selling a slice of GLH, they can say to cominiere 'Howzat, son'?
Not only that because GLH is registered in Singapore they also can say to FIRB the same 'Howzat, son'?

That's why the GLH was used as the holding company.

BTW fuck Dathomir.

 

[cruiser51]

That is simple actually.

Dathcom is owned by AVZ and Cominiere.
Avz needs permission from Cominiere to sell a slice of Dathcom.

By selling a slice of GLH, they can say to cominiere 'Howzat, son'?
Not only that because GLH is registered in Singapore they also can say to FIRB the same 'Howzat, son'?

That's why the GLH was used as the holding company.

BTW fuck Dathomir.

Oops sorry shnitzelesser, just noticed your post.

 

[Xerof]

That is simple actually.

Dathcom is owned by AVZ and Cominiere.
Avz needs permission from Cominiere to sell a slice of Dathcom.

By selling a slice of GLH, they can say to cominiere 'Howzat, son'?
Not only that because GLH is registered in Singapore they also can say to FIRB the same 'Howzat, son'?

That's why the GLH was used as the holding company.

BTW fuck Dathomir.

Yes, that is the very simple and logical reason for the INDIRECT stake. Keep DATHCOM as it (cough cough) currently stands - 75/25

also acknowledge @Schnitzelfresser input

 

[cruiser51]

My 2 cents
For me, this was actually a master plan by Nigel. I never expected CATH to be part of the game or an ally again.
If that was the plan...he used Locke as bait to get Cath to the table. Cath will have shown interest in “helping” beforehand, the terms were just crap. As the announcement says, AVZ, via Locke, got an additional valuation on the pending arbitration...and for free. So all the aces were now with Nigel and I think he was able to strike a good deal. There is always room for improvement, but of course the lithium price is not strong and DRC is still a hole that no westerner dares to enter.
The fact that a large Chinese company is now covering AVZ means that many of the arguments of the corrupt are falling by the wayside. But with the best will in the world I can't believe that we are really going to build the mine and mine from it.

Never say never.

Cominiere and Zijin would love us to say we are gonna sell it.

So we are gonna mine it, capisci?

 

[tolate]

thank you for doing the math. this is the point I was confused about. Let's hope this doesn't go the way of LLL.

Very clear who was bent over the TABLE...!
One would ASSUME there was never no Locke Deal that was dragged out over 12 mths..!!

"""""""""""""""""Release of break fee arrangements"""""""""""""
There are no break fee arrangements.
The escrowed US$20 million break fee paid by CATH into an escrow account under the original TIA will be released to CATH.

So the money the said 20 mill was in a ESCROW account released to CATH so AVZ could borrow it ...LMAO
Cath done real well...!
ICING on their agreement """"""with many conditions that AVZ need to ABIDE TO..!...imo

""""""""""""""""""""""""""""""""""Consideration"""""""""""""""""""""""""""""""""""""""
EXTRA 6.5 % for 19 mill ....CATH have done real well...in this deal...!!!!!!!!!!!!

Under the terms of the revised TIA, CATH will acquire an indirect 30.5% interest in the Manono Project,
through the acquisition of shares in GLH (a wholly owned subsidiary of AVZI and the holder of legal
title to AVZ's interest in Dathcom), for cash consideration to AVZ of US$259.25m.

Mining License needs to be achieved...imo or no deal

 

[Carlos Danger]

24% of 75% = 18%

30.5% of 60% = 18.3%

Just a thought

Yeah maybe.

But clearly one left Dathcom with 51%. The other?

Something is in this.

We own 75% of Dathcom

Could be CATH buying 30.5% of 75% = 22.875% exposure to Manono through GLH then Dathcom

Instead of 24% exposure to Manono direct through Dathcom

However the announcement does say 'CATH will pay AVZ US$259.25m to acquire a 30.5% indirect interest in the Manono Project'

So perhaps they are buying a larger percentage of GLH. 30.5% of 75% is just over 40%.

 

[Azzler]

They can't. No-one is going to sell it to them.

Dathcom is the JV that is/owns the Manono project.

AVZ's interest in Manono is via GLH's stake in Dathcom, via AVZI.
GLH is a wholely owned subsidiary of AVZI.

Some of the ownership disputes are things like Cominiere selling 15% interest in the Dathcom JV to Dathomir.
You'd need all JV parties to agree, and they are all fighting.

When we say AVZ owns 75% of Dathcom, we mean GLH's 60% interest, plus the 15% that was also sold to Dathomir (Cong) in violation of our ROFR.

For CATH to get a stake directly in Dathcom, they'd have to buy it from Cominiere, Dathomir, or GLH. That would immediately start a shitfight, since thoses parties are currently at ICC/ICSID arguing over who owns what in Dathcom re: the ROFR and selling 15% to Dathomir. Also remembering that Cominiere is trying to dissolve the Dathcom JV.

AVZ would never sell any of GLH's stake in Dathcom JV to CATL. It would give them a direct ownership stake and voting power.
Keeping them as a minority stake in GLH allows AVZ to remain in control.

Easier for CATL to buy a indirect stake in GLH, which owns at least 60% undisputed (as long as Cominiere/DRC aren't successful in dismantling the Dathcom JV), and possibly 75% if we get the 15% through ROFR.

So CATL taking an indirect stake in GLH means they are confident/hoping/hedging that:
- The Dathcom JV stays intact
- GLH owns at least 60%, and hopefully 75% of Dathcom
- AVZ get a license to mine via the Dathcom JV, maintaining the value in Dathcom via some sort of deal or legal win, whichever comes first.

This is a Good Thing (tm).

The funding supplied to get this indirect stake is helpful because it supplies funding for:
- litigation, ICC/ICSID fees, operational/working capital, and
- demonstrated ability to fund mining, which is required to get the exploitation permit. This is an important point that people forget.

This is a Really Good Thing (tm).

Where things get sticky are conditions around release of funding after the initial $10M and when repayment of funds becomes due. We don't have the details around that, but I'm pretty sure it will be covered off. There are still negotiations going on we aren't aware of.

One thing for sure is Cominiere will be very unhappy at this turn of events, and that alone gives me warm fuzzies.

Fantastic post Hardnut, great explaination and breakdown.

And we will get that 15% that Cong tried to take back, I'd bet my buttox on it.
Open and shut case.

 

[Azzler]

24% of 75% = 18%

30.5% of 60% = 18.3%

Just a thought

It was not 24% of AVZ's 75%, was straight up 24% of Dathcom.

We own 75% of Dathcom

Could be CATH buying 30.5% of 75% = 22.875% exposure to Manono through GLH then Dathcom

Instead of 24% exposure to Manono direct through Dathcom

However the announcement does say 'CATH will pay AVZ US$259.25m to acquire a 30.5% indirect interest in the Manono Project'

So perhaps they are buying a larger percentage of GLH. 30.5% of 75% is just over 40%.

Not sure where you get 40% from?

Cath will buy 30.5% of AVZ's Green Lithium Holding (GLH) Company.
GLH who are presently 100% owned by AVZI, has (disputed) 75% ownership of The Manono project via Dathcom.
Indirectly, CATH will own 30.5% of the company (GLH) that hold 75% of The Manono Project (Dathcom)
This represents 22.875% indirect ownership in the Manono Project (Dathcom)
CATH also own some AVZ shares, does anyone remember how many? 6% or so? That gives them a little more, around 4.5% interest in Dathcom.