Maybe you haven't read certain MEDIA articles...!!!!!!!
Just for my mate than wants the whole story out there.....MR X....lol...
The legal fight, (if you can call it that), over AVZ Minerals’ mega-lithium deposit in the Democratic Republic of Congo (DRC) conjures up images of the whacky Cantina bar scene in Star Wars.You know, the one where all the characters have two heads or three arms or long necks, or scales on their backs or some other crazy deformity – and they all have an armoury of weapons to wield.And it is far from a stretch to suggest that the various players in the saga that has beset AVZ in its fight to hold onto its amazing majority-owned Manono project would be right at home in that famous Star Wars Cantina.The weird and wonderful array of characters assembled in the DRC with a wild eye fixated on AVZ’s glittering Manono project is almost comical – or at least it might be if the grand prize was not the biggest accumulation of lithium on the planet.Get in front of tomorrow's news for FREEJournalism for the curious Australian across politics, business, culture and opinion.READ NOWThis week, AVZ racked up another of what it hopes will be a long line of favourable court rulings seeking to unwind the confounding malaise it has found itself at the centre of in relation to Manono. More on that later, but firstly, a bit of context.Manono now sports an almost biblical-scale resource of 842 million tonnes going an impressive 1.61 per cent lithium oxide, 709 parts per million tin and 37ppm tantalum and contains 13.52 million tonnes of lithium oxide. The project has two geographically distinct deposits that might broadly be described as the southern and northern areas.The southern area houses the key part of the project known as the Roche Dure deposit that sports an incredible 669-million-tonne resource going 1.61 per cent lithium oxide, 690ppm tin and 33ppm tantalum for a grand total of 10.79 million tonnes of lithium oxide.The northern area contains the Carriere de l’Este, Malata and Kahungwe deposits and the Colline Manono construction camp. The administrative centre, core yard and core farm are also within the northern portion of the project.Notably, AVZ has already drilled out a 173-million-tonne resource at Carriere de l’Este grading 1.58 per cent lithium oxide, 785ppm tin and 52ppm tantalum. Were it not for the long shadow cast by the crazy-big Roche Dure deposit in the south, the Carriere de l’Este resource would be revered in its own right as world-class.AVZ watched the second lithium boom come and go from the sidelines of the ASX, where it has been suspended since May 2022 as it sought to take its lightsaber to the Cantina-like forces that had begun to encircle its gigantic lithium project.To fully understand the state of play with regard to the current legal dispute over Manono, we must first take a closer look at Dathcom – the joint venture (JV) vehicle that owns the Manono project – and its curious bunch of shareholders.Manono was originally 100 per cent-owned by Cominiere, a DRC Government-owned instrumentality set up to give the government exposure to mining. Some years ago, Cominiere struck a deal with fast-talking Chinese man Cong Mao Huai, known in the Congo as Simon Cong. Cong, who has been in the DRC for years, has a colourful and controversial history and has his finger in a lot of pies.Under the deal with Cominiere, Cong’s company Dathomir secured an option to acquire 70 per cent of Manono by doing certain things – including paying a US$6 million (AU$9.15 million) “entry fee”, working the project, producing a definitive feasibility study (DFS) and more.Not willing to put his hand in his own pocket, Cong – through Dathomir – offloaded his paper deal with Cominiere to the ASX-listed AVZ in January 2017. Or at least most of it.Cong’s Dathomir would retain the rights to 10 per cent of Manono and AVZ would have the right to earn 60 per cent of it by taking over the majority of his obligations under the deal with Cominiere. AVZ would also reimburse Cong some US$1.4 million (AU$2.14 million) for prior expenses and also issue him with 240 million of the company’s shares.AVZ subsequently performed its obligations and a three-way JV was formed, with AVZ holding 60 per cent of Dathcom (the owner of Manono), Cong’s Dathomir getting its free-carried 10 per cent recognised and Cominiere holding onto the remaining 30 per cent.A shareholders agreement was executed between the parties that gave AVZ the first right of refusal over any subsequent sale of shares in Dathcom by minority shareholders, Dathomir or Cominiere – a right that AVZ decided not to take up on one occasion when Cominiere subsequently sold 5 per cent of its 30 per cent to Dathomir, taking the shareholding in Dathcom at that stage to 60 per cent for AVZ, 15 per cent for Dathomir and 25 per cent for Cominiere.As is normal in shareholder agreements, the JV parties determined that in the event of any dispute, an agreed arbiter would be appointed and in this case, the International Court of Arbitration of the International Chamber of Commerce in Paris (ICC) was chosen.With one eye on the potentially massive capex figure each JV partner would need to kick in to actually build the Manono mine, Cong subsequently sought to offload his 15 per cent of Dathcom to AVZ. Two sale agreements were struck and signed – one for 5 per cent signed in 2019 by Dathomir and one for the remaining 10 per cent signed in 2020.Both agreements required a separate, non-refundable US$500,000 (AU$762,640) deposit, which AVZ paid. They could then be enacted at AVZ’s discretion after the payment of a further US$20 million (AU$30.5 million – US$5 million (AU$7.62 million) for the 2019 agreement for the 5 per cent and another US$15 million (AU$22.88 million) for the 2020 agreement and the additional 10 per cent.In total, AVZ would pay US$21 million (AU$32 million) to pick up another 15 per cent of the project from Dathomir and the share register for Dathcom would then sit at 75 per cent for AVZ and 25 per cent for Cominiere. Share transfer documents were signed by the parties and held in escrow with a DRC law firm pending the final US$20 million payment by AVZ, which was later paid.In April 2020, AVZ tabled a DFS on the Manono project that showed a herculean $US1 billion (AU$1.54 billion) post-tax net present value (NPV). By 2021 the project was starting to gain international notoriety with a number of parties looking to get in on the action. AVZ says Cong then got a bad case of seller’s remorse, given he had previously signed binding agreements to sell 15 per cent of the project to AVZ for US$21 million at a total project valuation of US$140 million (AU$213.5 million).In May 2021, Cong wrote to AVZ purporting to cancel the sale of Dathomir’s 15 per cent stake in Dathcom, citing the need for a valuation. AVZ says a valuation was not a pre-condition of the 2019 and 2020 share sale agreements and proceeded to make the final US$20m payment to Dathomir in August 2021, ahead of the deadline.Dathcom, managed by AVZ’s technical director Graeme Johnston, subsequently lodged the signed transfer documents with the registrar of the RCCM – the official public share register in the DRC. A new share certificate showing AVZ’s 75 per cent holding was produced … and that’s when things started to get a little crazy.In an almost comical move, Cong dumped the US$20m back into AVZ’s bank account. AVZ then sent it back again, but this time the money was lodged in a lawyer’s escrow account (pursuant to a court order obtained by AVZ) and Cong was told to go get it – which he didn’t.Cong then attempted to claim the new share certificate issued by the RCCM was a forgery and perhaps inexplicably, managed to convince a criminal court in the DRC of his claim. Perhaps even more inexplicably, the court found in favour of Cong and Dathomir and sentenced Johnston and the clerk responsible for creating new share certificates to three years’ jail and one year in jail, respectively – although happily, the clerk had his jail term suspended.And the sting in the tail … believe it or not … was a US$50 million (AU$76.26 million) fine payable by Dathcom, presumably to Cong. The fine was later reduced to US$25 million (AU$38.13 million) on appeal and then put on hold pending a further appeal by AVZ to the Supreme Court.The court also ordered the new share certificate showing AVZ’s 75 per cent shareholding to be destroyed. Thankfully, Johnston had already hightailed it back to Perth because of COVID and presumably has no intention of ever returning to the DRC.
