Thanks Cruiser. I understand the ownership structure however...

Thanks Cruiser. I understand the ownership structure however this doesn't change the prerequisite requirements necessary to convene an EGM, only the rights to vote at the EGM. No EGM, no vote. Unfortunately that is what happened as AVZ have acknowledged. AVZs explanation as to how they overcame this is where the problems for them appear to lie.

Also please remember that although a contract can stipulate dispute resolution mechanisms these do not subordinate local legislation. Transfer of shares generally comes under corporations act or similar. Dathcom is a company incorporated in the DRC so depending on the nature of the case put before the DRC court they may have had the jurisdiction. They clearly thought that they did.

Also note that the court case didn't involve AVZ. If the parties involved didn't object to the DRC court hearing the case then in the absence of a jurisdictional challenge the court heard the case and ruled upon it. As such the ruling stands which is the current situation as we all know.

AVZ can seek remedy against Dathomir under the JV agreement which is it doing separately through the ICC as you have pointed out. This gets us back to the above issues of how AVZ overcame the "condition precedent" to get approval via an EGM which never occurred.

It may well be that AVZ decides to avoid pushing a case that the SPA was legally completed and instead focus their case on Dathomir's conduct given that they appear to have entered into a contract that they ought reasonably have known that they couldn't honor. Either way, since the contract was conditional and on face value that condition was never met, it will be a sh1te show.

Through all of this there is somebody at Dathcom company secretariat who will have skid marks in the pants.