This is auto translated Franck's IGF pages(no set order and a bit jumbled unfortunately, have put a couple of blank lines in between the pages he posted): No doubt there will be a better translation incoming, maybe someone can shoot it to Kev.
"20°) The basis of negotiation for the sale of 15% of COMINIERE SA shares
in DATHCOM Mining SA had, with regard to the above objective analyses, which only take into account a single product, stood at US$434,306,714.85. Why then did you settle for the simplistic calculations made by your consultants? Aren't you obviously guilty of
selling off state assets? COMINIERE'S ANSWER Technically, in mining matters, the calculations differ depending on whether we are dealing with a certified deposit, a non-certified deposit or a mine in the exploitation phase. COMINIERE has reservations about the accuracy of the calculations that led to this amount. However, for lack of the inspectors having made available to it the document setting out the "due diligence" carried out to obtain this result, it is difficult for COMINIERE to meet the concerns regarding this, because not knowing on what basis these calculations have been made. Be that as it may, it is important to specify that as the Company COMINIERE SA is not yet in the production phase, the value of the 15% of the shares of the Company COMINIERE SA was made on the basis of the market value of Lithium, taking into account the provisionally assessed resources.
IGF POSITION As the certification process is underway, the rush to sell 15% of the shares was therefore unjustified. The implementation of accounting and financial due diligence made it possible to estimate the value of COMINIERE's 15% stake in DATHCOM MINING sold to ZIJING, on the basis of data taken from appendix 1 of the AVZ Minerals Limited on the feasibility study of the Manono Lithium and Tin project, for the exploitation of Spodumene SC6 concentrates and primary sulphate, at the values shown in the table below, depending on the basis of negotiation which includes whether or not the discount rate of 10% retained in the financial model of the project."
"DEFINITIVE OBSERVATIONS SHEET ADDRESSED TO
CHIEF EXECUTIVE OFFICER ai OF LA COMINIERE SA
INTRODUCTION
1. Juridica framework of the missie By mission order "54 TRIGF16-CS JAK BRF 2002 of 4 p.m. 2022 accomplice the order of
73 PRIGFIG-CSTAK BEP 2022 of February 22, 2022 from My Inspector General of Finance Head of Service, we charge an official mission to Saws COMINIERE SA DATHCOM Mini SA Lubumbashi Anel 2) The purpose of the mission is to: • Check the g i , the motivation and opportunity of the partial shares
held by COMINIERE SA in the share capital of DATHCOM Mining
SA - Determine book value of ode shares in reviewing finances
certificates of five (5) thousand years and the value of the deposits • Determine the dirty value of the parties - Examine the various minutes notes of the Board of Directors
Ginimal Assemblies with this sound • Establish responsibilities
2. Justifications of the worksheet To complete the mission and control team by its
UPRIGROMS4NM NM/2022 des 1742 fir 2022 Addresses General Manager of COMINIERE SA requests COMINIERE SA treatment documents DATHCOM Mining SA whose synthesis
Articles of Association and Organizational Charts Expert Reports to the
technical and heritage management deposits other services
i s of participation by COMINIERE taken the partial of the shares
Proces o are des Con Administration et des Assies Geniales: • Administrative acts of no desenes de gestion • Annual activity reports for the period:
FO/54673/PR/GFG-CS/AKB/3022
•
• •
Main connections Financial statements and accompanied by the comments of the Management and the reports of the commission accounts
b e s t e of third-party accounts Ledgers and/or account sheets as of December 31 Physical dental records x December 31 Cash minutes Physical inventory reports of fixed assets Physical inventory contributions of fixed assets
• List of acquisitions and sessions of fixed assets for the financial years under counter Two other information requisitions were sent Mining Cadastre to obtain the location of the mining titles in favor of the companies COMINIERE SA DATHCOM Mining
HER
Apes analyzes and cuts all the information collected, the team of
it formulates its observations of ves that it addresses Director General of COMINIERE SA, Mr. Athanase MWAMBA MISAO."
"17) The contracts signed with the two Consultants are irregular, as they lack
technical and financial offers in good and due form. Do you know that you
are you guilty of violating public procurement law? COMINIERE'S RESPONSE The sale of Avenue shares between COMINIERE SA and ZUIN is exceptional. This is how it was done over the counter. IGE POSITION No valid argument has been put forward by the Managing Director to insist on this
WELD to the regres contract with these two Consultants as well as with FOCUS PLAIDOIRIE consultant who would have put ZIJN Mining and COMINIERE SA in contact corruption. These markets were passed in violation of Law No. 10/10 of April 27, 2010 relating to public markets. Clarend the Chief Executive Officer liable to the penalties provided for in Articles 77 and 78 of the aforementioned law
189) The Knight Piesold consulting firm you have chosen yourself
to certify the final feasibility study of the Lithium and Tin project, Manono has set its services at US$55,081.69. How can you explain that the two Consultants who only took a small extract from the said Study are also overpaid?
FO/54873/PR/IGF/IG-CS/JAK/BRF/2022
COMINIERE'S RESPONSE The work carried out by the Knight Piesold Consulting office cannot be compared to the performance of the consultants, the two works being different than the work carried out by the Knight Piesold Consulting office and by far more important st more detailed than that of the two Consultants responsible simply for determining the sale price of the 15% of the shares. The Managing Director ain did not answer the question
In the absence of convincing reasoned justifications, the Control team will be obliged to reject this expenditure of 700,000.00 SUS and will charge the amount to you, especially since you have exceeded the expenditure ceilings. by the Ordinary General Meeting of August 3, 2018
199) It appears from the contract for the transfer of 15% of the shares to ZUIN Mining that the
market value of the shares transferred was set at US$33,440,000.00 based on calculations made by the two consultants taking into account approximately one third of the estimated deposits extracted from the definitive feasibility study of the Manono Lithium and Tin project. What could possibly have justified this rush at a time when the certification of the entire Study is not yet complete and in the absence of the
feasibility studies specific to COMINIERE for projects to be financed? COMINIERE'S RESPONSE This evaluation was not made in haste, it is rather a provisional value which could be reviewed (Cfr the contract with clause leaving an opening...)
the precipitation
s
ude is not
feasibility for"
"These are the final observations that the Audit Team accepts from the Managing Director ai of COMINIERE SA, the minutes of the contradictory debate being authentic.
Done in Kinshasa, March 30, 2022
control team"
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