COMINIERE requests the postponement of the decrees waiving PR13359 for several violations and fraud by AVZ

COMINIERE SA, as a partner of DATHCOM and a State portfolio company, seized the Ministry of Mines on the 6th of the current month by its letter referenced CEM/DG/138/ckk/2022, accusing AVZ of having renounced part of PR13359 to transform it into PE13359. COMINIERE has asked the Ministry of Mines to postpone the decrees on the partial waiver of PR no. 13359.

While brandishing the Dathcom Joint Venture Agreement, COMINIERE revealed in this letter a large number of violations by AVZ, which resulted in the non-issuance of the MOU for Dathcom.

1. The terms of the transaction for the sale of 60% of the shares of DATHOMIR and AVZ Minerals were never communicated to COMINIERE so that it could exercise its right of pre-emption. This is why COMINIERE is right to question this transaction before the Authority, even up to international arbitration.
2. Through the feasibility study presented to the Ministry of Mines on behalf of Dathcom, AVZ wanted to:

The over-invoicing at the level of the construction services, the price of acquisition of the factories for the metallurgical treatment as presented in the feasibility study are more than ten times higher compared to the real price.

Spoliate the heritage of the State, by declaring that thanks to a law firm, AVZ was able to recover the hydroelectric power station of Mpiana Mwanga. However, COMINIERE owns 100% of the plant.

This is why COMINIERE did not give its favorable opinion on the feasibility study. Pursuant to the contractual clauses, once the feasibility study has been carried out, it must obtain COMINIERE’s favorable opinion.

3. AVZ unilaterally declared the transfer to the Congolese State of 10% of the shares which came from COMINIERE SA
4. To date Dathcom has not paid for the pas de porte, although this is its contractual obligation. AVZ maintains the confusion between the notion of pas de porte and the signing bonus, claiming that it paid for the pas de porte.

3. Lack of transparency in fundraising operations. AVZ had to raise funds on the Australian Stock Exchange (ASX) for the joint project without communicating to the partners the amount obtained and the assignment to the project. DATHCOM’s financial statements are never released to associates, and AVZ refuses to release them when other associates ask.
4. Signature of subcontracting contracts without the approval of the partners, this concerns in particular contracts signed with drilling companies and those for the supply of fuel.

AVZ filed a request for waiver of part of PR13359 without the approval or of COMINIERE SA through the General Meeting of the partners in Dathcom, thus causing the loss of a very important part of this mining heritage on which COMINIERE was very attached for this project.

• Without the favorable opinion of the partners such as COMINIERE, how did the feasibility study pass the approval of the Ministry of Mines?
• Has the Ministry of Mines confirmed the sale to the State of 10% of Dathcom’s shares? Has he confirmed that the Pas de Porte 1% deposit value has been paid to the public treasury?
• Has the Ministry of Mines checked whether AVZ presented the Minutes of the General Meeting of Partners to prove that all Dathcom partners agreed to relinquish part of PR13359?

• Is the part of PR13359 “renounced” unilaterally by AVZ transferred to AJN in which Nigel holds 9.65% of the shares? If this is the case, these actions will lead to the loss of assets, to the detriment of Congolese public companies and the Congolese State.

In addition, the courier of COMINIERE denounced the following violations and frauds of AVZ:

1. Solitary management of the JV without the participation of the agents that COMINIERE has appointed within Dathcom.
2. AVZ Power has signed a memorandum of understanding on the rehabilitation of the Mpiana Mwanga hydroelectric plant with the Ministry of Hydraulic Resources and Electricity while ignoring COMINIERE (State representative) who owns the said plant.
3. AVZ has a habit of making publications on the Australian ASX exchange without contacting partners and obtaining their opinions.

1. AVZ never kept its commitment to COMINIERE given in the JV contract to pay the advances on the dividends.
2. Mr. Graeme Johnson, who is Managing Director of Dathcom and Technical Director of AVZ, was sentenced to three years in prison, Dathcom was fined 50 million dollars. This was never released by AVZ in its announcements in 2021, everything is hidden.

Reminder: according to Mining Agents, for the deposits studied, Law No. 007/2002 of July 11, 2002 on the Mining Code as amended and supplemented by Law No. paragraph 2 and 71 provide the following conditions for the transformation of PR into PE:

• The feasibility study of the exploitation of the deposit to demonstrate the existence of an economically exploitable deposit;
• The notarized declaration of the commitment to transfer to the State 10% of the shares or shares of the share capital which are free of all charges and cannot be diluted;
• The financing plan with identification of the sources of financing targeted, to demonstrate the existence of the financial resources necessary to carry out its project according to a financing plan for the work of development, construction and exploitation of the mine as well as the plan rehabilitation of the site upon its closure.
• Access to the exploitation of a studied, documented or worked deposit belonging to the State, obtained by call for tenders, is conditioned by the payment of a doorstep to the latter, representing 1% of the value in place of said deposit. The value in place of the deposit is defined as being the price obtained for said deposit within the framework of the call for tenders.

Source: mines.cd