AVZ Discussion 2022

[Carlos Danger]

Actually, Tom got it wrong. Tom doubled up on Dathomir %— what he failed to register is how AVZ gets to 75% (with Dathomir 15%) in order to sell 24% to CATH, leaving 51%, by Tom only seeing the remaining post-CATH 51% he then says AVZ could lose 15% on ownership case leaving 36%. Since Cominiere never sold to AVZ, AVZ can’t lose it to drop to 36%

The CATH Energy Technologies deal was flagged as part of a broader agreement announced on May 4 under which the DRC government awarded the mining licence for the Manono project to the legal entity majority-owned by AVZ.​

​

If AVZ loses its legal battle to assert ownership of a 15 per cent stake, its holding in the Manono project could fall to 36 per cent,​

What Tom should have said, could be for example, to get desired funding from CATH and, mining license, AVZ may drop to 36% to achieve it.

The implication should then be, why did MoM issue decree to Dathcom under AVZ control when it stands to be a minority partner in the JV? lol

I don’t blame anyone for not catching that Tom doozy

You're confusing two different equations

AVZ getting to 36% would mean we lose the 'disputed' 15% from Dathomir which would take us from 75% to 60%. Then we would need to be stupid enough to sell 24% to CATH taking us down to 36%. This scenario is dependent on us not getting the 15% from Cominiere but it does get the percentages that are in 'dispute' correct.

75 - 15 - 24 = 36

What has crept into the AFR's 'reporting' is the idea that both the Dathomir and Cominiere 'disputes' are a part of the 75% that AVZ legally own. Which if AVZ lost both of them would mean we would lose control even without selling to CATH because we would drop to 45%. Then potentially drop to 21% by selling the 24% to CATH.

75 - 30 - 24 = 21

 

[Carlos Danger]

AVZ never announced that if so.
Nor has any documentation emerged on it afaik.

Could it be Cominiere doesn’t have rights because Dathcom changed its company structure? There was an email leak by Franck Fwamba on Johnston emails to Cominiere employee reninding of company structure differences. Cominiere never seemed willing to accept or understand the consequences of Yibin’s request for AVZ to have control over the JV. They just want their snacks

It's possible that there is a clause in Article 10 of Dathcom's Articles of Association (which I don't have a copy of) that prevents Cominiere having their pre-emption rights. Also possible that Cominiere have signed a waiver that hasn't been made public. But according to Article 9 of the Dathcom JVA the pre-emption right is held by all current shareholders of Dathcom for transfers to a third party.

 

[CHB]

For fucks sake stop looking into cominiere preemption rights.

I'm sure the bod did the right thing and if they didn't DONT WANT THE WORLD TO FUCKING KNOW.

The retards out there have enough ammo to take pot shots at us already without U twats providing more ammo.

 

[Carlos Danger]

For fucks sake stop looking into cominiere preemption rights.

I'm sure the bod did the right thing and if they didn't DONT WANT THE WORLD TO FUCKING KNOW.

The retards out there have enough ammo to take pot shots at us already without U twats providing more ammo.

Yeah I'm sure the ICC wouldn't be able to figure it out if I didn't post about about it on TSE lmfao

 

[Flexi]

 

[CHB]

Yeah I'm sure the ICC wouldn't be able to figure it out if I didn't post about about it on TSE lmfao

ICC can do their thing. That cant come fast enough.

It's all the other bullshit/trolls on social media that pops up.

 

[Carlos Danger]

ICC can do their thing. That cant come fast enough.

It's all the other bullshit/trolls on social media that pops up.

The only thing that I care about is the truth

 

[John Reed]

You're confusing two different equations

AVZ getting to 36% would mean we lose the 'disputed' 15% from Dathomir which would take us from 75% to 60%. Then we would need to be stupid enough to sell 24% to CATH taking us down to 36%. This scenario is dependent on us not getting the 15% from Cominiere but it does get the percentages that are in 'dispute' correct.

75 - 15 - 24 = 36

What has crept into the AFR's 'reporting' is the idea that both the Dathomir and Cominiere 'disputes' are a part of the 75% that AVZ legally own. Which if AVZ lost both of them would mean we would lose control even without selling to CATH because we would drop to 45%. Then potentially drop to 21% by selling the 24% to CATH.

75 - 30 - 24 = 21

What your saying makes more sense if Tom computed as such but I think you’re not reading the sequence of Tom’s ‘logic’ to his audience

You would need to read as a continual flow of deductions, one after the other as he presents it:

His assumption is the CATH deal for 24% is part of a broader agreement for the mining license and sealed. So he takes as given that AVZ is at 51% and from there it’s a slippery slope to the booby trap if AVZ lose 15

Where Sir Les seems to err was not being clear on Tom’s original Dathomir confusion with the latest confusion by AFR being 15 from Cominiere and 15 from Dathomir contested in 75

Tom’s May 20, year 2022 logic is this:
AVZ 75 ; +15 Dathomir
AVZ 51 ; -24 CATH
AVZ 36 ; -15 Dathomir

He doesn’t start from 60, he starts from 75

If he started from 60, he might say 36 after CATH and question if CATH deal doesn’t go ahead or not because of Dathomir 15 fight, but he already assumes CATH goes ahead (with AVZ @ 75% to 51%) , and AVZ fate is sealed headed to 36.

So what he does is following Boatman, is compose the events in a way that says AVZ is falling into a fatal trap.

Also, Sir Les point (twitter) on missing pages in Zijin contract means Tom couldn’t talk about AVZ 60% if Cominiere see AVZ with 65%. There’s no 15% fight with Dathomir if Zijin contract is looked at with 2 & 3 not missing.

AVZ in that scenario with 65, means 41 after CATH takes 24%

Boatman would have documents in their appendix in contradiction of each other. Could Tom possibly work with those incoherences?

By continually citing Boatman, Tom and AFR distance themselves from authorship of equity and trap claims. However that doesn’t mean they can ignore missing pages 2 & 3. They have to have seen that. It’s part of being a professional

 

[Azzler]

I don't think anyone yet has commented on the ICC ruling about Comminiere paying for 90% of AVZ's legal fees, apparently $188k.
I'd love to see the documentation stating the reasoning for this.

I mean it seems positive for our case.
It would have to be likely that the arbitrator sees an open and shut case in favor of AVZ for them to make that ruling right?

However I'm unschooled in how these matters are delt with and just guessing.

 

[Carlos Danger]

What your saying makes more sense if Tom computed as such but I think you’re not reading the sequence of Tom’s ‘logic’ to his audience

You would need to read as a continual flow of deductions, one after the other as he presents it:

His assumption is the CATH deal for 24% is part of a broader agreement for the mining license and sealed. So he takes as given that AVZ is at 51% and from there it’s a slippery slope to the booby trap if AVZ lose 15

Where Sir Les seems to err was not being clear on Tom’s original Dathomir confusion with the latest confusion by AFR being 15 from Cominiere and 15 from Dathomir contested in 75

Tom’s May 20, year 2022 logic is this:
AVZ 75 ; +15 Dathomir
AVZ 51 ; -24 CATH
AVZ 36 ; -15 Dathomir

He doesn’t start from 60, he starts from 75

If he started from 60, he might say 36 after CATH and question if CATH deal doesn’t go ahead or not because of Dathomir 15 fight, but he already assumes CATH goes ahead (with AVZ @ 75% to 51%) , and AVZ fate is sealed headed to 36.

So what he does is following Boatman, is compose the events in a way that says AVZ is falling into a fatal trap.

Also, Sir Les point (twitter) on missing pages in Zijin contract means Tom couldn’t talk about AVZ 60% if Cominiere see AVZ with 65%. There’s no 15% fight with Dathomir if Zijin contract is looked at with 2 & 3 not missing.

AVZ in that scenario with 65, means 41 after CATH takes 24%

Boatman would have documents in their appendix in contradiction of each other. Could Tom possibly work with those incoherences?

By continually citing Boatman, Tom and AFR distance themselves from authorship of equity and trap claims. However that doesn’t mean they can ignore missing pages 2 & 3. They have to have seen that. It’s part of being a professional

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What you just said differs in no way to what I said in regards to the ownership 'disputes'

The relevant question here is did Tommy include the Cominiere 15% in AVZ's 75% in the May 20 2022 article like he recently started doing (until called out by me and then Les on Twitter that made him change it in his last article to be correct) that has now been repeated in this latest article by the new kid ?

The answer is no. Tommy correctly identified that the 15% from Cominiere is seperate to AVZ's 75% legal holding as the screenshot you provided clearly shows.

 

[John Reed]

It's possible that there is a clause in Article 10 of Dathcom's Articles of Association (which I don't have a copy of) that prevents Cominiere having their pre-emption rights. Also possible that Cominiere have signed a waiver that hasn't been made public. But according to Article 9 of the Dathcom JVA the pre-emption right is held by all current shareholders of Dathcom for transfers to a third party.

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To refine, could it be that Dathcom Board meetings can only be convened by AVZ-I under new company structure Yibin wanted, therefore, no transactions can happen without AVZ-I’s cooperation?

It’s a bit muddy for me what’s happened here.

AVZ did recieve a letter from Cominiere on its intention to sell to Zijin. But AVZ point out that letter should have been sent to AVZ-I Dathcom member.

I’m just wondering if Cominiere were treated a bit too rough at this point. But as I said not sure of what steps breached in total or not or how

This letter makes it clear it’s not just a matter of pre-emption rights:but Board approval, and that means AVZ basically

 

[Strongman]

What you just said differs in no way to what I said in regards to the ownership 'disputes'

The relevant question here is did Tommy include the Cominiere 15% in AVZ's 75% in the May 20 2022 article like he recently started doing (until called out by me and then Les on Twitter that made him change it in his last article to be correct) that has now been repeated in this latest article by the new kid ?

The answer is no. Tommy correctly identified that the 15% from Cominiere is seperate to AVZ's 75% legal holding as the screenshot you provided clearly shows.

At the end of the day who really gives a shit what Tommy or the AFR publishes. There are 2 things here
a) The Cath deal forms part of the terms of the issuing of the mining licence in that it provides proof of AVZ ability to satisfy the finance side of the ML requirements. If all goes pear shaped and Dathomir/Comminiere get the 15 % back and Zin get to keep the other 15 % then we are left with 60 % . Nigel has already indicated Cath are happy with 9% ( we retain control @ 51 % ) . The finance side of equation is still viable with Cath buying the 9 % and providing the balance of the original agreed amount in the form of pre payment of off take. Of course iam just guessing there but i believe this is almost certainally how it will work. There is no way known AVZ is going less than 51 %
b) Need an answer from ICC re the Comminiere MMCS case as that 5% is critical in that it is part of the 10 % that Com must cede to DRC as part of requirement of the issue of the Mining licence

 

[Carlos Danger]

To refine, could it be that Dathcom Board meetings can only be convened by AVZ-I under new company structure Yibin wanted, therefore, no transactions can happen without AVZ-I’s cooperation?

It’s a bit muddy for me what’s happened here.

AVZ did recieve a letter from Cominiere on its intention to sell to Zijin. But AVZ point out that letter should have been sent to AVZ-I Dathcom member.

I’m just wondering if Cominiere were treated a bit too rough at this point. But as I said not sure of what steps breached in total or not or how

This letter makes it clear it’s not just a matter of pre-emption rights:but Board approval, and that means AVZ basically


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The problem with the Cominiere to Zijin 15% is that AVZ indicated that they wanted to exercise the pre-emption within the 40 days but were then ignored by Cominiere when they asked what the price was. Bit hard to pay if you don't know what the amount is.

As for the AVZ to CATH 24% it would be the same process according to the JVA. Again there could be something that changes this that is not publicly available. Assuming there isn't something that overrides the JVA then AVZ would have needed to inform the other shareholders of Dathcom of their intention to sell and given them 40 days to reply.

Article 9 of the JVA is very clear that the exercise of pre-emption must be done at the same percentage and price. So to accept Cominiere would have needed to be able to come up with $240m USD plus the additional $160m USD for construction costs. No chance Cominiere have $400m USD so most likely they weren't able to exercise the pre-emption due to not having the ability to prove that they had adequate funds to complete the transaction.

 

[John Reed]

What you just said differs in no way to what I said in regards to the ownership 'disputes'

The relevant question here is did Tommy include the Cominiere 15% in AVZ's 75% in the May 20 2022 article like he recently started doing (until called out by me and then Les on Twitter that made him change it in his last article to be correct) that has now been repeated in this latest article by the new kid ?

The answer is no. Tommy correctly identified that the 15% from Cominiere is seperate to AVZ's 75% legal holding as the screenshot you provided clearly shows.

Ok, but your sequence was this, and this is not strictly not Tom’s logical deduction

“75 - 15 - 24 = 36”

Sir Les point seems to be and it seems copied from Der Geist, is that it is not logical to subtract Dathomir 15% twice as implicit starting from 75%, and then, from 51%. The assumption here being AVZ is only prepared to sell 24% to CATH with having acquired Dathomir’s 15%

So, just looking at your sequence, hidden in that CATH 24% is still another magical 15 from Dathomir.

By making these assumptions, AFR can present the fatalist story to coincide with Boatman docs and AVZ coming out of a trading halt. It looks illegal what they did as market manipulation even if some ideas are correct there’s a dispute that is likely affecting progress because the adversaries are powerful

 

[John Reed]

At the end of the day who really gives a shit what Tommy or the AFR publishes. There are 2 things here
a) The Cath deal forms part of the terms of the issuing of the mining licence in that it provides proof of AVZ ability to satisfy the finance side of the ML requirements. If all goes pear shaped and Dathomir/Comminiere get the 15 % back and Zin get to keep the other 15 % then we are left with 60 % . Nigel has already indicated Cath are happy with 9% ( we retain control @ 51 % ) . The finance side of equation is still viable with Cath buying the 9 % and providing the balance of the original agreed amount in the form of pre payment of off take. Of course iam just guessing there but i believe this is almost certainally how it will work. There is no way known AVZ is going less than 51 %
b) Need an answer from ICC re the Comminiere MMCS case as that 5% is critical in that it is part of the 10 % that Com must cede to DRC as part of requirement of the issue of the Mining licence

Well AVZ did, they cited something from ASIC legislation. Remind me, where did AVZ cite ASIC legislation

 

[John Reed]

but were then ignored by Cominiere when they asked what the price wa

Ok- this part I have missed for some reason. But I can see from the letter Zijin’s offer was not presented.
I’m not sure what the second bullet point (just above section 3.” on Consultation of partners, means

Consultation of partners: Cominiere SA never consulted its partner AVZI but sent a letter to the parent company AVZ. Strictly sensu, partner AVz never received to date notification in compliance with the articles of association and OHADA Law.​

​

just not enough paper trail to track events.

 

[Carlos Danger]

Ok, but your sequence was this, and this is not strictly not Tom’s logical deduction

“75 - 15 - 24 = 36”

Sir Les point seems to be and it seems copied from Der Geist, is that it is not logical to subtract Dathomir 15% twice as implicit starting from 75%, and then, from 51%. The assumption here being AVZ is only prepared to sell 24% to CATH with having acquired Dathomir’s 15%

So, just looking at your sequence, hidden in that CATH 24% is still another magical 15 from Dathomir.

By making these assumptions, AFR can present the fatalist story to coincide with Boatman docs and AVZ coming out of a trading halt. It looks illegal what they did as market manipulation even if some ideas are correct there’s a dispute that is likely affecting progress because the adversaries are powerful

Yes I agree Tommy's logic is idiotic. That's why I said 'if we were stupid enough to then sell the 24% to CATH'. No chance we would do that.

Technically Tommy wrote 75 - 24 - 15 = 36 but the answer is still the same

And yes the AFR has been trying to push Zijin's propaganda that AVZ will lose control of Dathcom. When their original claim was countered by Nigel saying 'CATH are happy with 9% if needed' they switched to implying AVZ could lose control even without selling to CATH because allegedly both the Dathomir and Cominiere disputes are part of the 75% that AVZ legally own. So to the casual AFR reader AVZ could be left with 45% before the CATH deal. Which was my point.

 

[Carlos Danger]

Ok- this part I have missed for some reason. But I can see from the letter Zijin’s offer was not presented.
I’m not sure what the second bullet point (just above section 3.” on Consultation of partners, means

Consultation of partners: Cominiere SA never consulted its partner AVZI but sent a letter to the parent company AVZ. Strictly sensu, partner AVz never received to date notification in compliance with the articles of association and OHADA Law.​

​

just not enough paper trail to track events.

This is just an added legal point to show that Cominiere didn't follow the rules of the JVA. The fact that AVZ indicated interest to buy and asked what the price was within the 40 days shows that we would have still exercised our pre-emption despite Cominiere technically sending the letter to the wrong company.

 

[BEISHA]

I don't think anyone yet has commented on the ICC ruling about Comminiere paying for 90% of AVZ's legal fees, apparently $188k.
I'd love to see the documentation stating the reasoning for this.

I mean it seems positive for our case.
It would have to be likely that the arbitrator sees an open and shut case in favor of AVZ for them to make that ruling right?

However I'm unschooled in how these matters are delt with and just guessing.

I mentioned court costs awarded to Cominiere in my post to Sparrow yesterday and yes, it was significant, cause in most cases around the world i would think, if a party is deemed at fault, then they have to pay the court costs or a fair chunk at the very least.......so it led me to believe this could be the precedence for the final outcome.

You raised another good point yesterday regards to blackmail of Cominiere via Zijin. I have long been racking my limited brain as to what HOLD China has over DRC for this Manono project to be screwed over for so long

Sure , China have been there for 30yrs , when no other country would, blah, blah , so maybe China is using the big squeeze on the DRC regards to loyalty , China also have DRC committed to significant BELT & ROAD traps.........are they using that as a bargaining tool ?

Hadnt considered black mail, but certainly makes sense, given corruption is rife on both sides

The fact of the matter and its as clear as day , even to the most mentally challenged, corruption included, despite China "investment"for 30yrs, DRC is still one of the poorest countries in the world ........the relationship is one sided , China is rich, DRC is poor.........something is very wrong with that scenario.... cause DRC wealth should be equated with WA.

CHINA NEED DRC , but DRC dont need China, if they can get their heads out of the brown paper bag cycle........

The international community would love a piece of DRC minerals to combat China mineral dominance and would be very willing to cancel out DRC financial committments to China , possibly with a better interest rate and better conditions to repay

International coys would also pay the locals a better labour rate , get involved with infrastructure build that actually gets completed.

Felix visit to China is a interesting one, is XI going to be the one to put the screw on FT to keep the status quo and allow them rights to
Manono ?

Or is FT looking to put the screw on Xi, demanding better terms and conditions ...........or highlight the other options he has ?


Food for thought.

imo

 

[Frank]