Suspended WA mineral exploration company AVZ Minerals Limited (AVZ) and two of its directors failed to disclose critical market information about a lithium project in the Democratic Republic of the Congo (DRC), ASIC alleges in new proceedings filed today in the Federal Court.
ASIC alleges AVZ breached continuous disclosure obligations and engaged in misleading and deceptive conduct by failing to announce an escalating legal dispute in the DRC relating to the acquisition of shares in AVZ’s flagship Manono Project to the Australian Securities Exchange (ASX).
ASIC also alleges AVZ’s Managing Director Nigel Ferguson and Technical Director Graeme Johnston breached their director’s duties, authorised or permitted ASX announcements relating to AVZ that were false or misleading, or omitted matters that rendered them misleading.
ASIC Deputy Chair Sarah Court said, ‘proper disclosures were critically important to investors, particularly when the company is operating an asset overseas.
‘In this case it was all but impossible for retail investors to travel to an overseas location in central Africa, in which the company’s operations are being conducted. In those circumstances, investors rely on the company to provide accurate and timely information. We allege Mr Ferguson and Mr Johnston failed to inform investors of the ongoing issues in this matter for nearly 12 months.
‘The pair allegedly failed to take reasonable steps to ensure AVZ complied with its continuous disclosure obligations and that statements to the ASX were not misleading or deceptive.
‘Continuous disclosure and director duties are not only legal obligations they are fundamental principles that protect the integrity of financial markets.
‘ASIC is committed to taking action against any entities we consider fail to meet these obligations, to ensure accountability and to maintain investor confidence,’ Ms Court said.
On 4 May 2022, AVZ confirmed to the market that it retained legal title to a 75% interest in the Manono Project however went on to refer to ‘recent media speculation in respect of several matters in connection with AVZ's interest in the Manono Project, which the Company considers spurious and immaterial’.
The matters included :‘... reference to a decision by 'Le Tribunal de Grande Instance' in the DRC ... in respect of a claim by Dathomir Mining Resources SARL regarding the validity of a share certificate and an extract of a shareholders' registry from Dathcom....’
This was the first reference made by AVZ to a legal dispute that had commenced in mid-2021.
ASIC is seeking declarations of contravention against AVZ, and declarations of contravention and pecuniary penalties against Mr Ferguson and Mr Johnston.
I imagine we'll see an announcement soon.
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