AVZ Discussion 2022
- Thread starter GazDix
- Start date
I couldn’t get the english translation to work before. The link posted I came across on Twitter.
Here is the translation from google.
SUMMARY REPORT OF THE CONTROL MISSION OF THE TRANSFERS OF COMINIERE SA SHARES IN DATHCOM MINING SA
I.
GENERAL
La Congolaise de l’Exploitation Minière, abbreviated as La COMINIERE S.A, is a commercial company under Congolese law, formerly called ZAIRETAIN, all of whose shares belong to the Congolese State.
It has benefited from the Congolese State of 40 mining titles since its creation. To date, she only has two (2) left. 37 mining titles have already been sold to various private partners and 1 title is leased to CHEMAF.
Among the 37 mining titles sold, 6 mining titles relating to LITHIUM deposits were sold in a joint venture called DATHCOM MINING with Australian and Chinese private parties.
When DATHCOM MINING was created, the shares were distributed as follows despite the fact that it was COMINIERE S.A which provided the LITHIUM deposits and other minerals while DATHOMIR was to provide the financing:
- 70% DATHOMIR MINING SARL;
- 30% COMINIERE S.A.
HIGHLIGHTS
II.1. MANAGEMENT OF COMINIERE OUT OF PHASE WITH ITS SOCIAL PURPOSE
a) Substitution of the corporate purpose of mining, which creates high added value, to that of simple activities of acquiring holdings in mixed companies through definitive and irrevocable transfers of mining titles.
The corporate purpose of La COMINIERE S.A as defined in its statutes is "to carry out all study, prospecting, research and mining operations for cassiterite, coltan, tin, etc. ".
However, a practice has been instituted at the General Management of COMINIERE SA (in violation of its statutes), that of simple activities of acquiring holdings in mixed companies by means of definitive and irrevocable transfers of mining titles, against minority holdings of a maximum of 30% in the share capital of these Joint-ventures and 70% of participations attributed to the other partners, although having presented no financial guarantee.
It is a real sale of the mining heritage of the State. External Partners now own, definitively and irrevocably, more than 90% of the mining assets of COMINIERE S.A.
b) Irrational transfer of mining rights without any prior assessment, but in a definitive and irrevocable manner.
Abusive, systematic and irrational disposals of mining rights by the Congolese State have been observed without any prior assessment, against a maximum of 30% of shares in the Joint Ventures. Transfers to which the General Management of COMINIERE S.A justifies by the lack of financial means including State subsidies as well as by the need for their survival.
Even if the mining code enshrines the final and irrevocable transfer of mining titles in its chapter II, articles 182 to 185, the final and irrevocable transfers of mining perimeters not preceded by a prior assessment are acts of selling off which cannot be justified by the lack of state subsidy and even less by the need for survival.
In the absence of means of valuation of the mining titles before their contribution in the Joint-Ventures, a final and irrevocable transfer accompanied by a clause of redistribution of shares in the event of evaluation of the mining titles can be legally justified, which is not the case of the General Management
of COMINIERE S.A which establishes definitive and irrevocable transfers of non-valued mining perimeters without any precaution.
c) Policy of transfer of mining titles motivated by the survival and not the enrichment of the State.
The investigations of the Control team led to a contradictory report of absence of economic, financial and social repercussions of this policy of definitive and irrevocable transfers of the mining rights of the State on the enrichment of the Congolese State, and that COMINIERE S.A is content to deal with the survival and not the enrichment of the Congolese State, owner of the mining resources.
d) Transfer of Exploration Permits without payment of the transfer price to COMINIERE S.A.
The Exploration Permits are transferred to the partners without payment of the transfer price in favor of COMINIERE S.A, without any reaction from the Managing Director ai of COMINIERE S.A, despite the fact that the transfer contract clearly provides for the payment of a sale price
II.2. ALLOCATION TO EXTERNAL PARTNERS OF SOCIAL SHARES IN JOINT VENTURES WITHOUT ANY GUARANTEE OF CONSEQUENT FINANCIAL CONTRIBUTIONS
The company DATHCOM Mining S.A was initially created in partnership with the company DATHOMIR Mining Resources on October 17, 2016. Its fallacious promises of financing had earned the latter the allocation of 70% of shares while COMINIERE S.A which sold definitively and irrevocably mining titles was content with 30% of the shares. No proof of funding guarantee provided by its partner was provided to the control team.
As if the 70% were not enough to mobilize financing, DATHOMIR Mining Resources was awarded an additional 5% of the shares of COMINIERE SA on the grounds that a sister company of DATHOMIR would have done the MANONO – PWETO route without being paid by the Congolese State. COMINIERE S.A only kept 25%.
In spite of 75% of the shares, the DATHOMIR Partner was not able, despite everything, to mobilize the expected financing, but preferred, only two months after having benefited from the sale of 5% of the shares of COMINIERE S.A, sell 60% of the shares to AVZ International in violation of the provisions of the joint venture contract in its article 16 point (f) relating to its commitments and according to which, it could not sell its shares before the date of commercial production .
It is necessary to clearly note the SPECULATION that has taken up residence in the mining sector, which consists of taking Congolese mining titles for unfulfilled financing promises.
Through this operation, DATHOMIR made enormous profits without having spent a single round in the partnership concluded with COMINIERE S.A.
II.3. SUCCESSIVE DISPOSALS OF LA COMINIERE S.A SHARES IN DATHCOM MINING SA IN VIOLATION OF THE LEGAL PROVISIONS ON THE DISENGAGEMENT OF THE STATE FROM COMPANIES IN THE PORTFOLIO
Law No. 08/008 of July 7, 2008 laying down general provisions relating to the withdrawal of the State from companies in the portfolio defines in article 2, point b, the company in the portfolio of the State as being any company in which the State or any other legal entity governed by public law holds all of the share capital or a participation.
In view of the foregoing, Article 3 of the aforementioned Law subjects the disengagement to strict prerequisites, including the following:
- the valuation of the assets of the company concerned and the methods of its valuation;
- safeguarding the interests of the State by seeking the most advantageous conditions;
- the diversification and profitability of the State portfolio in the short, medium and long term by taking advantage of the opportunities offered by the market.
By carrying out successive transfers of shares, the prerequisites for the withdrawal of the State have not been respected at all.
In addition, article 7 of the above-mentioned law provides in particular that the transfer of assets, shares or shares or the transfer of management of a company in the portfolio of the State is done, as the case may be, using one of the following techniques:
- the general or restricted invitation to tender;
- recourse to the over-the-counter market on an exceptional basis, in accordance with
Article 20 of the same Law;
- transfer to employees or the public.
All of these violations were authorized by the Ministry of Portfolio. From a legal point of view, the responsibility of the management of COMINIERE
S.A as well as that of the Ministry of Portfolio are engaged.
II.4. ABUSIVE FIXING AND TO THE DETRIMENT OF THE PUBLIC TREASURY OF THE VALUE OF THE TRANSFER OF THE 15% SOCIAL SHARES OF LA COMINIERE S.A IN THE CAPITAL OF DATHCOM MINING SA, FOR THE BENEFIT OF THE COMPANY ZIJIN MINING
On the grounds of obtaining operating resources, COMINIERE S.A again sold 15% of the 25% of its shares in the company DATHCOM Mining to the benefit of the company ZIJING MINING.
From this assignment, the following irregularities are noted:
a) Encroachment of the prerogatives of the technical body of the Government in the choice of independent experts responsible for the evaluation of the 15% of the shares sold.
Article 11 of the aforementioned law on disengagement provides that the responsibility for asset valuation falls within the competence of independent experts under the responsibility of the technical body of the Government, which is COPIREP.
COMINIERE S.A, in its planning for the sale of mining assets, assumed the prerogatives of the technical body of the Government to choose arbitrarily and in haste, two consultants, in this case an association of agents in mines and quarries without tax number and ALPHA BUSINESS COMPANY to make
the same assessment, when a final feasibility study of the LITHIUM deposit project was already available to it.
b) Market value of the 15% of COMINIERE SA's shares in DATHCOM Mining sold to ZIJIN Mining.
While the final feasibility study of the LITHIUM-only deposit project had communicated its results according to which the 100% of the shares of DATHCOM were worth USD 1,028,000,000 and that the 15% of the shares of COMINIERE already represented USD 154,200,000, these (15% of the shares) were sold to ZIJING MINING for the derisory amount of USD 33,440,000, thus causing a shortfall of USD 120,760,000.
This sale engages the responsibility of the management of COMINIERE and the Ministry of the Portfolio which had given the authorization.
c) Use of USD 33,440,000 of the proceeds from the sale of 15% of COMINIERE's shares in DATHCOM
While the fundamental reason put forward for selling these 15% of the shares was to improve the operation of COMINIERE, a total squandering of this amount of USD 33,440,000 was found, allocated as follows:
• 5% of the sale price, ie USD 1,672,000.00 paid to FOCUS PLAIDOIRIE for commissions and fees;
• 5% of the sale price, i.e. USD 1,672,000.00 paid to the members of the Board of Directors as exceptional compensation;
• USD700,000.00 paid to the two consultants who produced convenience studies on the basis of which the sale price of 15% of the shares was sold off;
• USD 770,662.00 for remuneration of staff, agents and auditors;
• USD 1,394,198.00 of cash supplies for miscellaneous expenses not audited by the Control Team.
Nothing has been allocated to the operation of COMINIERE S.A until today when the account is almost empty.
II.5. ILLEGAL TRANSFERS OF MINING TITLE BY TRANSFEREE TO THE DETRIMENT OF LA COMINIERE SA
The contractual provisions prohibit the sale of mining titles constituting the contribution of COMINIERE S.A to DATHCOM Mining. The investigations of the Control team led to a contradictory finding of illegal transfers of the mining titles below:
• The PE (Exploitation Permit) 12436 that COMINIERE S.A transferred on 07/12/2017 to DATHCOM Mining for exploitation was transferred by the latter on 07/12/2018 to HONGKONG YISEN which, in turn, transferred it sold on 05/17/2019 to HONGKONG EXCELLEN MINING INVESTMENT CONGO SARL;
• PE 12449 that COMINIERE S.A sold on 07/12/2017 to DATHCOM Mining SA was sold on 07/12/2018 by the latter to HONGKONG YISEN;
• PE 12450 that COMINIERE S.A sold on 07/06/2017 to DATHCOM Mining SA was sold by the latter to HONGKONG EXCELLEN MINING INVESTMENT CONGO SARL.
Having been made in violation of the contractual provisions, these transfers are indeed illegal and to the detriment of the interests of COMINIERE S.A.
Indeed, the transfer of the Exploration Permits must give rise to the payment of the transfer price in favor of COMINIERE S.A and in addition, their transformation into Exploitation Permits must also give rise to the payment of the doorsteps in favor of COMINIERE S.A The Monitoring Team has not traced any of this income.
III. CONCLUSION
The General Inspectorate of Finance concludes that a planned sell-off of the mining assets of COMINIERE S.A, by its management team with the participation of the Ministry of Portfolio.
Done in Kinshasa, November 30, 2022
GENERAL INSPECTION OF FINANCES
Don’t forget that 60% purchase has already been through the courts when MMCS tried to dispute. Court ruled in AVZ’ favor then so hopefully that’s that
Ok I think I know who you are now. Thanks for confirming
John25
Regular
We’re 30 Weeks tomorrow Cash but who’s counting …fucking disgraceAhh dude, how long we been in suspension now ? You should have updated he’s photo every fucking week we are in suspension.
Probably looks like a small lion now…
Something to fill in the time…. Also train him to hate Green Dresses green
John25
Regular
DiscoDanNZ
Regular
John25
Regular
Cash & Sam ... Could be an ideal Xmas gift for LTHs ... be around the 34 week mark @ Xmas ... a hump pillow a good way to get off meds for a while ... might purchase our BoD as a pressie as well
JAG
Top 20
Nope, the server has crashed, been down for 4 hrs.....still trying
It’s not illegal. You need to read this section again. This also explains why in the video Zijin gave back the shares.
B) Irrational transfer of mining rights without any prior assessment, but in a definitive and irrevocable manner.
Similar threads
