@Xerof here’s more from
@Carlos Danger it should provide you with enough reading for your flight to Dubai
No one outside of the parties involved has seen the SPA's. The only clues we have are from this court record and AVZ's official announcements. Both of those sources agree that completion of the transactions occurs when payment hits da bank. Cong cites Article 2.1 of the SPA's for this fact. This event occurred on or about 13/8/21 according to AVZ and on 16/8/21 according to Dathomir which is backed up by the bank statement.
The only thing that could have stopped it was a domestic stay of payment but the writ for that was served to AVZ on 28/8/21 which is after completion occurred according to Cong's timeline of events
As for the need for a Dathcom EGM this was not a condition precedent of the SPA's according to AVZ. Cong says it 'should' have happened because it occurred in previous transfers but he doesn't cite anything from the agreements when claiming this.
Without going into the long boring details of OHADA the article that Cong cites about waiving the sale is about negotiations using an expert to value the shares in an absence of agreements. The judge was never asked to rule on the merits of his arguments about termination and repeatedly recognises the need for this matter to be heard by an arbitral judge. The ICC taking on these cases indicates to me that they are the ones named in the SPA's for dispute resolution just like in the Dathcom JVA and they have agreed with AVZ on everything so far.
Obviously I would need to read the SPA's to know for sure if Cong has grounds for termination or renegotiation but the fact that both parties have acknowledged that completion occurs on payment, Cong couldn't back up his EGM claim from the agreements themselves and the ICC are hearing the cases and resticting Dathomir's actions within the DRC is enough for me. And DLA Piper too obvs
Cong never directly claims the lack of a Dathcom EGM is the reason he considers the agreements as not complete (Dathomir EGM for 2020 agreement occurred 22/9/20 according to copy I have). AVZ responded to the ASX when addressing that issue. Cong cites the payment clause and lack of Dathcom EGM as grounds for his purported right to seek renegotiation and subsequent termination of the agreements.
From then on both parties are operating under two different assumptions. AVZ continue as if the agreements are still valid and Cong doesn't. AVZ say Cong has no right to variation of the price and that he didn't give any arguable, let alone determative, basis for termination of the SPA's.
AVZ also say that Dathomir's criminal complaints in this matter are not only about money but also serve to 'discredit AVZ's standing with the DRC government and assist Cominiere and Zijin (with each of whom it is acting in concert) in misappropriating the Manono Project'
Like I said yesterday Cong clearly had other motives for his actions than just lining his own pockets. If he was only interested in money he would have kept his 240 million free AVZ shares (worth $330m AUD at ATH) and used the valuation in the DFS for negotiations of the 2020 agreement. Cong's primary intention was to try and get rid of AVZ from the project by any means necessary imo
So the 20 million dollar question is did Cong correctly follow the SPA's and have a right to variation of price and termination or was he just trying to rat fuck us any way he could?
Clearly the criminal case brought by Cong against Graeme and Dathcom is causing problems with the DRC government. Although the MoM didn't cite it directly in her cancellation decree. The appeal judge for the criminal proceedings has suspended the sentence and reduced the fine pending AVZ / Dathcom's appeal to the Supreme Court and the outcome will depend on the result of arbitration.
AVZ say they are willing to do a deal with Cong if he withdraws the criminal complaint. But it's been months since they said that and nothing so far. That's because Cong doesn't actually give a fuck about more money and just wants to impede AVZ as much as possible for the benefit of his Chinese masters. The tomato on the crapper also hinted the criminal case will be dropped in exchange for the north indicating further collusion between our enemies.
Without a deal to remove the criminal complaint our only choice is to prove that Cong didn't follow the SPA's correctly in the appropriate forum of the ICC and then return to the highest court within the DRC and have the whole thing thrown out. But that won't happen until Q4 2024 at the earliest.
A sincere thank you for all the research and information you provide Carlos, and hope you’re enjoying a little bit of this