ZIJIN at COMINIERE on the 15% of DATHCOM; “Lithium permit...

ZIJIN at COMINIERE on the 15% of DATHCOM; “Lithium permit 13359EST against US$33.4 million”

May 16, 2023

Kiki Kienge

By Kiki Kienge

On August 15, 2022, Her Excellency Madam Minister of State, Minister of Portfolio, Adèle Kayinda held a meeting with ZIJIN Mining to discuss the development between ZIJIN Mining and COMINIERE of the eastern part of the PR13359 permit belonging to the joint venture DATHCOM.

The Chinese group ZIJIN which had illegally bought, according to the IGF (General Inspectorate of Finances) 15% of COMINIERE's shares in DATHCOM, in reality it was only a strategy to create another joint venture with COMINIERE where it would own 71% of the shares. La COMINIERE, sorry its leaders in exchange would pocket the 33,400,000 $US from the purchase of the 15%.

Here is what points 1&2 of ZIJIN's proposal letter to COMINIERE say:

1. A joint venture agreement (the “Joint Venture Agreement”) will be entered into between a designated subsidiary of Zijin Mining and COMINIERE, whereby the parties will create a joint venture (the “Joint Venture”), in which the subsidiary of Zijin Mining will hold 71% of shares and COMINIERE 29% of shares. After the creation of the Joint-Venture, COMINIERE will assign the mining right on the Target Party legally held by it to the Joint-Venture, free of any lien, charge, claim, dispute and default. The research, development and exploitation of the Affected Party will be carried out on behalf of the Joint Venture.

2. On the date when COMINIERE assigns the mining right of the Target Party to the Joint Venture by completing all the relevant procedures such as registration, registration and notarization, and the Joint Venture becomes the legal owner and effective 100% of the rights and interests of the Respondent Party, JIN CHENG will retrocede its 15% of shares in DATHCOM to COMINIERE and will consider waiving to claim from COMINIERE the payment it made for the acquisition of 15% in the capital of DATHCOM (the "Retrocession of 15% of shares”).

To avoid any ambiguity, it should be specified that if COMINIERE fails to legally and effectively transfer the mining right of the Party Targeted to the Joint Venture, COMINIERE will not have the right to demand from JIN CHENGG the retrocession of 15 % of shares in DATHCOM, nor the waiver of the payment it made for the acquisition of 15% in the capital of DATHCOM on behalf of COMINIERE.