DRC: Cominière, Dathomir, Zijin, AVZ Minerals, Dathcom Mining: What is happening in practice?
Published
3 hours ago
we
July 12, 2022
By
Writing
In an interview conducted by the editorial staff of MNM with the law firm Momentum, the authorities of AVZ gave answers to understand the reasons for the agitation and gluttonous appetite around Manono's lithium since the validation of the 'Final feasibility study made by AVZ Minerals.
Below is the full interview.
MNM: Did the start of the agreements between Dathomir and Cominière date from 2017? Was it AVZ who had created Dathomir and proceeded to draft the Joint-Venture contract according to the declarations of the Cominière company to certain activists from civil society and the media?
Cabinet Momentum: AVZ says this is an erroneous allegation about the deal period. It was on September 23, 2016 that Dathomir and Cominière had signed "Preliminary Agreement" and that according to "Initial Exploration JVA" signed on October 17, 2016, Cominière had 70% and Dathomir had 30% of the Joint-Venture. At that time, Dathomir had already been created without the presence of AVZ Minerals and the JV already existed before its entry.
AVZ entered by buying 60% of Dathomir's shares in "Binding Ter, Sheet" giving AVZ 60%, Dathomir remaining with 10% and Cominiere 30%.
This agreement also involved a payment of USD 6 Million of No Door and the financing of the Joint-Venture company until the presentation of the DFS. So, AVZ had found the Dathcom company and the JV and only joined it through the “Binding Term Sheet”.
MNM: Did AVZ not have the financial capacity to carry out this Manono project? Did the CAMI and the Direction des Mines not check AVZ's financial capacity and ignore Cominière's complaints?
Cabinet Momentum: Education in the Mining Code and practices in the mining industry lets everyone know that proof of financial capacity is one of the substantial conditions for being issued a Research Permit (PR) in the Democratic Republic of the Congo and this necessarily goes through the Banks. The Certificate of Financial Capacity exists and had been established in the rules of the art contrary to what is said in several political salons and a non-specialized press.
MNM: Did Cominière ever receive a "no door" payment or any money from AVZ Minerals Ltd?
Cabinet Momentum: AVZ confirms that it has the evidence that will be made available demonstrating and proving that Cominière had indeed received payment for the "keystep" and that the reason why this State Portfolio company will continue to do so to deny is that the amounts obtained by way of the payments were never given to the Public Treasury.
MNM: Cominière accuses AVZ Minerals Ltd of having taken the project hostage in that it conducted the research without involving it from start to finish, of not having actually carried out the research and consequently Cominière learned the existence of the Feasibility Study like everyone by the press.
Cabinet Momentum: AVZ claims not to have taken the project hostage and insists that contrary to the defamatory and slanderous allegations, Cominière was well and truly represented at all the meetings and that there were even proofs and receipts of attendance fees representatives of the state enterprise at meetings of the Board of Directors including Extraordinary General Meetings/Ordinary General Meetings. The Feasibility Study had been sent on August 3, 2020 and the final Feasibility Study could not be filed until May 4, 2021, more than ten months later, having cost several tens of millions of US dollars Dathomir nor any other partner dared to invest in hard rock research. The Technical Director as well as the Management Committee of Cominière had had several meetings for which the emails between the parties exist indicating that they had been informed. It should be recalled that the "Binding Term Sheet" as well as the JV contract both indicate that "AVZ was to finance the Joint Venture until the presentation of the DFS (Definitive Feasibility Study)" i.e. the Feasibility Study definitive. So, according to the terms of the contract, it was AVZ that had to present the DFS to Dathcom and not the Cominière. It should be recalled that the "Binding Term Sheet" as well as the JV contract both indicate that "AVZ was to finance the Joint Venture until the presentation of the DFS (Definitive Feasibility Study)" i.e. the Feasibility Study definitive. So, according to the terms of the contract, it was AVZ that had to present the DFS to Dathcom and not the Cominière. It should be recalled that the "Binding Term Sheet" as well as the JV contract both indicate that "AVZ was to finance the Joint Venture until the presentation of the DFS (Definitive Feasibility Study)" i.e. the Feasibility Study definitive. So, according to the terms of the contract, it was AVZ that had to present the DFS to Dathcom and not the Cominière.
MNM: Would Cominière have lent 5% of the shares (at the time of Dathcom Mining SAS) to Dathomir in order to enable it to raise the funds necessary for the project?
Answer: The results of the IGF (Inspection Générale des Finances) investigation of April 2022 cleared AVZ and condemned the management team of Cominière. The said report by the IGF, a state service linked to the Presidency of the Republic, found that there had been a perfect and irrevocable transfer between the parties concerned and that there had never been a loan of the shares. The agreements between parties were irrevocable.
MNM: Cominière claims that the Congolese state earns a lot of payments by Zijin of more than 33 million US dollars. It was the first time she had received such a sum.
Cabinet Momentum: AVZ clarifies that there was a payment of 5 million US dollars first and the rest was paid afterwards. AVZ is obliged to reveal that it has made a better offer of an amount beyond 100 million US dollars, the entry of the Congolese State on the Australian Stock Exchange, the creation of a Special Economic Zone (SEZ ) in Tanganyika and Development of world-class infrastructure through a “Collaboration Agreement” which will enable the rehabilitation of the airport, roads and many other infrastructures in addition to the value chain.
MNM: Cominière informs, through unconventional channels, that she would have been approached by MMCS with a view to finding an amicable solution instead of a long Arbitration procedure, and reveals that she would have sold 5% of shares in Dathcom Mining to this company.
Cabinet Momentum: AVZ says it is scandalized to learn again, through channels outside its Board of Directors as well as its General Assembly, that Cominière would have made a suspicious sale of 5% to MMCS in settlement of the current affair in International Arbitration. AVZ reserves the right to react to such information but at the same time it is surprised that it cannot worry the Government, the media and the Congolese NGOs, following the admission by Cominière of the mismanagement of the Management Committee headed by Athanase Mwamba, since the death of Ngoyi Mutahile, who is already severely incriminated by the IGF report. Indeed, the said report accuses of selling off the heritage of the Congolese State, Cominière, especially its current Management Committee which is involved in the undervaluation through several Joint Ventures.
MNM: Cominière claims that AVZ Minerals runs Dathcom Mining with a dictatorship and that there is no representative of Cominière in the company.
Cabinet Momentum: AVZ asks Cominière to tell national and international opinion what Messrs. Bupe, Jean Yves (known moreover as the son-in-law of the interim Director General Athanase Mwamba Misao), the interim Director General Athanase Mwamba as well as Pascal Nkanga who represents Dathomir do in Dathcom meetings with AVZ representatives. Evidence exists on minutes of meetings including their signatures attesting to their presence unless they are ghosts who represent Cominière at Dathcom meetings.
MNM: Cominière accuses AVZ Minerals of having reduced it to 5% of shares in the Dathcom company and that there is a sell-off of the Manono deposit.
Cabinet Momentum: AVZ says it does not have magic power to push the interim Managing Director, Athanase Mwamba, and the Management Committee to sell Cominière's shares to Zijin or to MMCS in Dathcom. By this sale deemed illegal and irregular by the IGF report, Cominière has just created an unfortunate precedent indicating that the DRC was not right to cancel the MMCS license and is making things difficult. AVZ considers this to be an admission of guilt and reserves the right to verify whether Cominière has received the legally founded and regular Favorable opinion from the Ministry of Portfolio.
MNM: Cominière asks AVZ to stop publishing more online and on the stock exchange about its shares, in particular the 75%, because it is false.
Cabinet Momentum: AVZ retorts that it reports the reality of the facts legally established by all the legal and regulatory texts of the DRC: to date AVZ owns 75% of shares which are totally crystallized by the fact that Jin Chen, the subsidiary of Zijin is not a shareholder of Dathcom shareholder because according to the statutes of this JV can only be a shareholder who has an account in the register of shareholders, who has adhered to the Joint-Venture agreement. AVZ's right of pre-emption is an acquired and real right which renders legally null and void any action seeking to ignore it.
MNM: Should politicians and other public officials be brought to justice because of the mismanagement of Cominière's assets through its JVs?
Answer: AVZ will support any initiative of NGOs and the media or other Congolese authorities on this subject, it will feel happy to share interesting and useful information for the success of the cause.
MNM: Should the Congolese Government review the Joint Venture Contract between AVZ Minerals, Dathomir and Cominière?
Cabinet Momentum: AVZ affirms that it has correctly fulfilled all the terms and conditions of the JV agreement and has presented to the competent authorities a definitive, world-class Feasibility Study, which is moreover the reason for all the conflicts, struggles and appetites illegal and irregular gluttons of several predators and commissioners around Manono's Dathcom mining project. The Chinese Zijin nor those of Dathomir are not attacking the content of the Final Study or even less the Dathcom mining project, but rather want to be part of it thanks to artificially mounted disputes at the level of the shareholders for the control of the company. . So, therefore the agreements between parties are perfect because the JV sits on the project and the JV.
The DRC must respect the laws of the country and protect the business climate
The editorial staff of MNM notes that, taking into account several documents and testimonies on Dathcom Mining, the calamitous management of the various partnerships of La Cominière by the group of Mr. Mwamba Athanase, the trials in Lubumbashi and Kalemie or in Paris around the joint ventures whose JV UC (United Cominière), the political, Chinese and business agitations around the PE of Dathcom, the reports and alerts of NGOs, it is imperative for all Congolese political leaders to respect the Mining Law and protect the business climate and cease to block the development of the country's first lithium project.
By FKF and MNM
Dans une interview réalisée par la rédaction de MNM auprès du cabinet d’avocats Momentum, les autorités d’AVZ ont donné des réponses pour comprendre les raisons de l’agitation et de l’appétit glouton autour du lithium de Manono depuis la validation de l’Etude de faisabilité définitive faite par...
zoom-eco.net
cominiere.cd
momentumattorneys.com
