Ann: Extension to Voluntary Suspension, page-274

I'm not familiar with the licence number for Manono but there is a JV agreement between Cominiere SA and Dathomir Sarl from 2016. The actual agreement is not there but you can read for yourself, assuming this is the AVZ lease.
The original is in French. This is a google translate so may not be 100%.
Even if this is not the AVZ lease it does show that they have JV agreements in place.
DEMOCRATIC REPUBLIC OF CONGO






MINUTES OF NEGOTIATIONS




BETWEEN




La Congolaise d'Exploitation Minière SA
(“COMINIÈRE SA”)




AND




DATHOMIR MINING RESOURCES SARL

(“DATHOMIR SARL”)













NOVEMBER 2016 • L
1


1
2 MINUTES OF THE NEGOTIATION OF THE
JOINT VENTURE AGREEMENT RELATING TO THE EXPLOITATION
OF MANONO DEPOSITS AND WASTES

In the year two thousand and sixteen, on the eighteenth and nineteenth days of November, it was
held in Kinshasa, at the headquarters of the soaetp COMINIERt SA, located at 50, avenue colonel Ebeya -
Immeuble Bon Coin - Appartement n“ 8, between the parties identified below, the
negotiations of the joint venture agreement for the operation deposits and discharges,
(“Discharges”), Manono Mining. formerly covered by Exploitation Permit No. 12202,
1. PARTIES TO THE NEGOTIATIONS
1. The CONGOLAISE D'EXPLOITATION MINIERE, So "iete Anonyme with Board
of Directors, abbreviated as ><COMINIERE SA" registered in the Trade and
Crédit Mobilier de Kinshasa at number CD/KIN/RCCM/14-8-S938, registered in the
National Identification Register under number 01 126-N57838Y, whose registered office is located
at number 56, Colonel Ebeya , Bon Coin building, Apartment 8, Commune of Gombe, City of
Kinshasa, Democratic Republic of Congo, represented for the purposes hereof by
Mr. Athanase MWAMBA MISAO, Acting General Manager
AND
2. DATHOMIR MINING RESOURCES SARL, Limited Liability Company, registered with
the Trade and Personal Property Credit Register under number CD/KIN /RCCM/16-B-9386,
registered in the National Identification Register under number nvl 128-N04998G and whose
registered office is located on Avenue des Ambassadeurs, n 5, Commune de la Gombe,
Kinshasa, Democratic Republic of Congo, represented for the purposes hereof by
Mr. CONG MAOHUAI, Manager;
Individually designated Party, Collectively designated Parties,
2. CONTEXT AND JUSTIFICATION OF THE NEGOTIATIONS
The parties present in the negotiations remind each other that they have entered into
a preliminary agreement dated September 23, 2016, (“Preliminary Agreement”), under the terms of
which they have undertaken to enter into a joint-venture contract for the exploration, by
transfer to the common company to be set up for this purpose or by option contract in
mining exploration in favor of the latter, of the perimeters covered by the Exploration Permits
n” 12436, 12449, 12450 and 12454 and n '12206, 12459, 124bl , all located in the Provinces
of Langanyika and Haut-Lomami, in the Democratic Republic of Congo. ("JV -
Exploration Agreement"),
Pursuant to the terms of the Preliminary Agreement, (i) the JV-Exploration Agreement has been
negotiated, signed and executed by the parties and (ii) the Joint Venture has been incorporated under the
name DAIHCOM MINING and the form of a Simplified Joint Stock Company:



2
3Similarly, under the terms of the same Preliminary Agreement, the Parties in negotiation had undertaken
to conclude, as soon as the perimeter having been the subject of Exploitation License 12202
is free of all rights of third parties, a joint venture agreement for the exploitation of
Mine Waste resulting from mining previously carried out by COMINIERE
SA and the natural deposits located on or buried within the said perimeter by the
Joint Company, (“JV-Exploitation Contract”);
After the forfeiture of the former holder of PF 12202, COMINIERE SA, Société Anonyme de
Congolese law whose share capital is 90% owned by the DRC and 10% by the National Institute
of Social Security, has, in accordance with the letters referenced
n ° 0621 / MINPF / JDK / CM / LMM / 2016 of November 09, 2016 and CAB no.
MIN/MINES/01/1592/2016 of November 10, 2016 respectively from the Minister of
Portfolio and the Minister of Mines, benefited from the reattribution of mining rights formerly
covered by Exploitation License No. 1220? whose administrative formalities are being
finalized with the Cadastre Mimer;
After the reattribution of the mining rights on the penmetre formerly covered by PE 12202,
COMINIERE SA will have the rights to exploit the Tailings and the embankments, resulting from
the former exploitation in this same mining concession and the natural deposits
found there;
Thus, pending the effectiveness of the reattribution of new
mining exploitation rights on the perimeter of the former PE n”12202 to COMINIERE SA and in
anticipation of the expiry of the Agreement Preliminary dated November 23, 2016, they
wish, consequently, to sign the present Minutes to confirm and formalize
their commitments contained in the Preliminary Agreement,
DATHOMIR SARI has reaffirmed and declares to invest the necessary financial means in order to
allow DATHCOM MINING SAS to carry out the mining works for their
common interest in accordance with the terms of these Minutes,
In this context, the Parties met on November 18 and 19, 2016 at the headquarters of
COMINIERE SA in order to negotiate the terms and conditions for the conclusion and signature
contracts for the JV-Exploitation of deposits and tailings as well as the securing of their
rights acquired under the Preliminary Agreement,
3. COMMITMENTS CONSEQUENT FROM THE NEGOTIATIONS
After exchanges and discussions, the Parties have agreed that this Minute has
for the purpose of:
(a) Defining the key commercial terms of their partnership for the exploitation of the
Exploitation License being reassigned, including the shareholding structure;
(b) Adopt the terms and provisions of the JV-Exploitation Contract appended to this Minutes , the entry into force of which will correspond to the date of the award of the new >;* exploitation
License or that of the First of
multiple mining exploitation rights and/or /


3
4research reallocated to COMINIfcRfc SA on the scope formerly covered by PE
12202 .
(c) Adopt the terms and provisions of the JV-Exploitation of Tailings Contract to be appended to
this Minutes and whose entry into force will correspond to the date of the award of the
new Exploitation License or that of the first of the multiple mining
exploitation and/or exploration rights reassigned to COMINIERE SA on the perimeter
formerly covered by PE 12202.
From the foregoing, the Parties have agreed irrevocably and definitively that:
(a) COMINIERE SA already undertakes to make directly available to DATHCÜM
MINING SAS, the Joint Company, by way of definitive transfer and irrevocable, the new
Exploitation Permit or the multiple mining exploitation and/or research rights
reassigned to it on the perimeter formerly covered by P 12202 and all the
Geological and Mining Data and Information available on the perimeter to mimic and others in order to to
carry out the purpose of the Exploitation Contracts.
(b) The partnership relating to the planned mining* of the natural deposits therein
will be carried out within the framework of their Joint Company, called DATHCOM MINING
SAS and with regard to the exploitation of the Rejects therein , resulting from the former
exploitation in this mining concession, the parties agree to sign a
separate specific Exploitation Contract,
(c) Adopt the terms and provisions of the JV-Exploitation and JV-Exploitation of
Tailings Contracts, and of which the entry into force will correspond to the date of the reattribution of the new
Exploitation Permit or that of the first of the multiple mining exploitation and/or
exploration rights reallocated to COMINIERE SA on the perimeter formerly covered by PE
12202;
(d) Shareholding remains that already agreed between the parties in the
Preliminary Agreement, namely: seventy (70)% for DATHOMIR SARI and thirty (30)% for
COMINILRE SA:
(e) The door step is that fixed by mutual agreement at 6,000,000USD (US dollars six million),
payable as follows:
^ 2,000,000USD (US dollars two million) immediately after the
transfer of securities is effectively carried out by COMINIERE SA for the
benefit of DATHCOM MINING SAS,
s 1,500,000USD (US dollars one million five hundred thousand) 12 (twelve) months
after the date of payment of the first installment;
S 1,500,000USD (US dollars one million five hundred thousand) 24 (twenty four)
months after the date of payment of the first installment;
v 1,000,000USD (US dollars one million) 36 (thirty six) months after the date
of payment of the first installment.


4
5(f) The parties have undertaken that the distribution of dividends in the exploitation of the Releases
will be made, after deduction of all charges, up to thirty (30)% for COMINIERE
SA and seventy (70)% for DATHOMIR SARL
( g) The parties have undertaken to execute these Minutes in good faith and in their
entirety. Each Party undertakes, at any time, in particular after the Effective Date
at the request of one of the parties, to make, sign, recognize and
deliver all deeds, documents and additional commitments which prove to be
reasonably necessary for the better execution of all the provisions of
this Minutes
(h) The parties have also agreed that in the event of a dispute arising relating to the interpretation
and execution of this Memorandum of Understanding, the provisions of article 13 of the
Exploration Joint-Venture Agreement signed by the Parties on October 17, 7016 will
apply.
(i) The parties have finally agreed to finalize with the competent public institutions of the
DRC, in the short term, the agreements on the rehabilitation of infrastructures including, among others,
the Lubumbashi-Manono road (with the Provincial Government and the Ministries of Public
Works and Infrastructures) and with COMINIERt (with regard to the hydroelectric power plant
of Mpiana Mwanga) as included as DATHOMIR SARI's commitments included in its
offer.
(j) Consequently, the parties agree to give special mandate and power to Masters
E, MUKENDI WAFWANA, J. ILUNGA KAPANDA. A. KASENDE MBAY, E. FLANGA MONKANGO, R.
JP MUYAYA KASANZU, P. BONDONGA tESAMBO, T. TSEKI NZALA8ANTU, E.
CIBAMBA DIATA, G. KAZADI MUTEBA, E
Papy NGOY KIBENZE All
lawyers residing respectively at the intersection of 30juin/Batetela Boulevard, 7th floor
of the Crown Tower building, Suites 701 702, in Kinshasa/Gombe, and at the 4"m,' level,
BCDC building corner of Munongo avenues and Mwepu Lubumbashi/Katanga, each being able
to act individually, to the effect of presenting the present Protocol of Agreement before the notary
competent for their authentication and to carry out all the other
legal formalities required.
IN WITNESS WHEREOF, the Parties have signed this Verbal Ptoces in Kinshasa, on November 24,
2016, in five original copies, each of the Parties acknowledging having received an
original copy and the others intended for the Notarial Office for authentication.


FOR COMINIERE

Mr. Athanase MW
General director