AVZ Discussion 2022

[Winenut]

Grok 3 thinks so

Based on available information, whether AVZ Minerals would require shareholder approval to sell its involvement in the Manono Lithium and Tin Project depends on the specific terms of the transaction and the applicable regulatory frameworks, particularly the Australian Securities Exchange (ASX) Listing Rules, as AVZ was previously listed on the ASX. Here’s an analysis:

• ASX Listing Rules: Under ASX Listing Rule 11.2, a company must obtain shareholder approval for a disposal of its main undertaking or a significant asset if it would result in a significant change to the nature or scale of its activities. Given that the Manono Project is AVZ Minerals' flagship asset and primary focus, a sale of its entire involvement (currently a 75% stake in the Dathcom joint venture) would likely be considered a disposal of its main undertaking, triggering the need for shareholder approval.
• Historical Context: AVZ’s acquisition of its initial 60% interest in the Manono Project in 2017 required shareholder approval due to the significance of the transaction, as noted in the agreement with Cominiere and Dathomir. Similarly, a sale of this magnitude would likely require similar approvals, especially given the project's critical role in AVZ’s valuation and operations.
• Current Status: AVZ has been delisted from the ASX since 2024, which may alter the regulatory requirements for shareholder approval. However, as a company still subject to Australian corporate law (under the Corporations Act 2001), significant transactions like disposing of a primary asset would typically require shareholder consent unless the company’s constitution or specific agreements state otherwise. Additionally, AVZ’s ongoing legal disputes and arbitration proceedings regarding the Manono Project (e.g., with Cominiere and Zijin Mining) suggest that any sale would be complex and likely subject to shareholder scrutiny.
• Recent Developments: A post on X from May 2025 indicates that KoBold Metals and AVZ Minerals have agreed on a framework for KoBold to buy AVZ’s interests in the Manono lithium deposit. While this suggests a potential sale, there is no explicit mention in the provided information of whether shareholder approval has been sought or required for this specific transaction. Given the scale of the project, it is reasonable to infer that shareholder approval would likely be necessary unless AVZ’s current corporate structure or agreements exempt it.
• Conclusion: While there is no definitive public statement confirming the requirement for shareholder approval for a potential sale of AVZ’s involvement in the Manono Project, the significance of the asset and standard ASX and corporate governance practices strongly suggest that shareholder approval would be required, especially if the sale constitutes a disposal of AVZ’s main undertaking. For precise confirmation, AVZ’s company announcements, constitution, or updates on the KoBold transaction would need to be reviewed, as these would detail the governance process for such a sale.

Nicely played Grokof

 

[Mute22]

As relevant now as ever:

So only one question remains:
View attachment 75855

 

[Carlos Danger]

Yep th

Yep the devil is in the detail for sure. We dont know how the deal will be structured, we dont know the exact date , we dont know the amount and we dont know when and how we will receive the amount but we do know there is now a very high probability the deal will be done this coming week. Happy days for sure

So what would they be buying? Because even a major asset transaction ie: resource, requires shareholder approval whether the company is listed or not. It's there to protect us from having out assess sold out from under us.

So even if KoBold (or any other) buys just the project rights (like the mining permit, lithium offtake, or JV stake), and not shares in AVZ, it still counts as a disposal of a substantial asset right?

You raise a good point, they are seeking to sell the primary asset, not changing the ownership structure of AVZ but potentially there could be an issue with financial benefit to a related party, so who knows. I am not a lawyer its all legalese to me.

Grok 3 thinks so

Based on available information, whether AVZ Minerals would require shareholder approval to sell its involvement in the Manono Lithium and Tin Project depends on the specific terms of the transaction and the applicable regulatory frameworks, particularly the Australian Securities Exchange (ASX) Listing Rules, as AVZ was previously listed on the ASX. Here’s an analysis:

• ASX Listing Rules: Under ASX Listing Rule 11.2, a company must obtain shareholder approval for a disposal of its main undertaking or a significant asset if it would result in a significant change to the nature or scale of its activities. Given that the Manono Project is AVZ Minerals' flagship asset and primary focus, a sale of its entire involvement (currently a 75% stake in the Dathcom joint venture) would likely be considered a disposal of its main undertaking, triggering the need for shareholder approval.
• Historical Context: AVZ’s acquisition of its initial 60% interest in the Manono Project in 2017 required shareholder approval due to the significance of the transaction, as noted in the agreement with Cominiere and Dathomir. Similarly, a sale of this magnitude would likely require similar approvals, especially given the project's critical role in AVZ’s valuation and operations.
• Current Status: AVZ has been delisted from the ASX since 2024, which may alter the regulatory requirements for shareholder approval. However, as a company still subject to Australian corporate law (under the Corporations Act 2001), significant transactions like disposing of a primary asset would typically require shareholder consent unless the company’s constitution or specific agreements state otherwise. Additionally, AVZ’s ongoing legal disputes and arbitration proceedings regarding the Manono Project (e.g., with Cominiere and Zijin Mining) suggest that any sale would be complex and likely subject to shareholder scrutiny.
• Recent Developments: A post on X from May 2025 indicates that KoBold Metals and AVZ Minerals have agreed on a framework for KoBold to buy AVZ’s interests in the Manono lithium deposit. While this suggests a potential sale, there is no explicit mention in the provided information of whether shareholder approval has been sought or required for this specific transaction. Given the scale of the project, it is reasonable to infer that shareholder approval would likely be necessary unless AVZ’s current corporate structure or agreements exempt it.
• Conclusion: While there is no definitive public statement confirming the requirement for shareholder approval for a potential sale of AVZ’s involvement in the Manono Project, the significance of the asset and standard ASX and corporate governance practices strongly suggest that shareholder approval would be required, especially if the sale constitutes a disposal of AVZ’s main undertaking. For precise confirmation, AVZ’s company announcements, constitution, or updates on the KoBold transaction would need to be reviewed, as these would detail the governance process for such a sale.

Historically, under Corporate Law, where a company sells its principal business, especially if it's essentially a one asset company, the Courts have ruled that shareholders must be consulted.

If not then the directors could be found to be in breach of their fiduciary duties.

I think we will have a vote. Mainly as an insurance policy against a class action. But with the Chinese holding such a large block of voting rights and the likelihood of a low sale price it is potentially risky for management.

The delisting FAQ states ‘operating as a listed entity gives rise to inherent complications for the Company as it seeks to advance its strategy for the resolution of the key disputes and the advancement of the development of the Manono Project’

The vote on a disposal of an asset is a listing rule requirement. And unless specifically mentioned in AVZ’s constitution it wouldn’t be necessary to have o vote when disposing of an asset if not listed as long as the Directors act in 'good faith' as I understand it. But I could be wrong and there could be a relevant section of the Corporations Act that trumps it but I haven’t been able to find it so far.

We will be selling them either Dathcom direct or AVZI. We can’t just sell them GLH as the Dathcom shares are still technically owned by AVZI imo

 

[Winenut]

I think we will have a vote. Mainly as an insurance policy against a class action. But with the Chinese holding such a large block of voting rights and the likelihood of a low sale price it is potentially risky for management.

The delisting FAQ states ‘operating as a listed entity gives rise to inherent complications for the Company as it seeks to advance its strategy for the resolution of the key disputes and the advancement of the development of the Manono Project’

The vote on a disposal of an asset is a listing rule requirement. And unless specifically mentioned in AVZ’s constitution it wouldn’t be necessary to have o vote when disposing of an asset if not listed as long as the Directors act in 'good faith' as I understand it. But I could be wrong and there could be a relevant section of the Corporations Act that trumps it but I haven’t been able to find it so far.

We will be selling them either Dathcom direct or AVZI. We can’t just sell them GLH as the Dathcom shares are still technically owned by AVZI imo

Good thought provoking contribution Carlos

 

[Hodlandwin69]

Yapping their hole

 

[Spikerama]

Yapping their hole

Might be time to post a couple of those videos of Chinese pricks bashing their Congolese workers.

Every time they yap we should shut them down with something negative.