THE CORPORATE DISPUTE OF THE OWNERS OF ONE OF THE LARGEST MINING COMPANIES IN ARMENIA-CJSC “ZANGEZUR COPPER-MOLYBDENUM COMBINE” IS IN PENDING BEFORE THE COURT

The dispute between AMP HOLDING LLC and ZANGEZUR MINING LLC, the owners of ZANGEZUR COPPER and MOLYBDENUM COMBINE CJSC, one of the largest mining companies in Armenia, in connection with the disposal of the shares of the combine will be considered in the Armenian courts.

22.07.2021 on the basis of the claim of LLC “ZANGEZUR MINING”, was initiated the civil case no. SD /0695/02/21 in the first instance of the court of general jurisdiction of Syuniq region of the Republic of Armenia. LLC “ZANGEZUR MINING” requires CJSC “ZANGEZUR COPPER-MOLYBDENUM COMBINE” with a pre-emptive right of acquisition to take and transfer to its ownership 2,061,253 ordinary shares of CJSC “ZANGEZUR COPPER-MOLYBDENUM COMBINE”, with a total nominal value of 41,225,060,000 drams.

02.08.2021 on the basis of the claim of LLC “ZANGEZUR MINING” was initiated another civil case no. ED/33826/02/21 in the first instance of the court of general jurisdiction of Yerevan of the Republic of Armenia. With this claim, ZANGEZUR MINING LLC demands that AMP HOLDING LLC (shareholder of the ZANGEZUR COPPER and MOLYBDENUM COMBINE CJSC), STAR DAST CJSC (participant of AMP HOLDING LLC), Mher Harris Poloskov, Karen Albertovich Hakobyan and Gurgen Narek Ambaryan (shareholders of STAR DAST CJSC) prevent the violation of the plaintiff’s rights by obliging STAR DAST CJSC to award the plaintiff ZANGEZUR MINING LLC a 100% participation in the authorized capital of AMP HOLDING LLC based on the pre-emption rights, and also oblige Mher Harris Poloskov (6 shares), Karen Albert Hakobyan (2 shares) and Gurgen Ambaryan (2 shares) to sell to ZANGEZUR MINING LLC the shares owned by the latter on the rights of ownership in STAR DAST CJSC.

At the same time, ZANGEZUR MINING LLC petitioned the court for the application of the security, which was satisfied: the courts of general jurisdiction of Syuniq region and Yerevan of the Republic of Armenia decided to prohibit the disposal and put attachment on their shares acquired by CJSC “ZANGEZUR COPPER-MOLYBDENUM COMBINE” (ordinary shares of CJSC “ZANGEZUR COPPER-MOLYBDENUM COMBINE” with a nominal value of 2,061,253, with a total value of 41,225,060,000 drams), and also prohibit the disposal and seizure of 100% of the shares of CJSC “STAR DAST” in the authorized capital of LLC “AMP HOLDING” and shares in the authorized capital of CJSC “STAR DAST” Mher Poloskov, Karen Hakobyan and Gurgen Ambaryan.

The dispute between the shareholders arose after CJSC “ZANGEZUR COPPER AND MOLYBDENUM COMBINE”, which is actually managed by LLC “AMP HOLDING” and related persons, did not redeem its own 2,061,253 ordinary shares (75․000091% of the authorized capital of the company), which the combine acquired from the former shareholders of JSC “CRONIMET MINING” and OJSC “PURE IRON Fa”. The combine did not sell the same shares to the company’s shareholder, ZANGEZUR MINING LLC. At the same time, there is information (reasonable suspicions) that the combine intends to sell the outstanding and unrealized shares to the shareholder to other persons, violating the legally established right of another shareholder, ZANGEZUR MINING LLC, to purchase, which was also mentioned in the actual grounds of the submitted claims.

In parallel with the lawsuits under the law, ZANGEZUR MINING LLC takes measures to clarify the compliance of the company’s activities and the company’s management with the requirements of the law, including the requirement to conduct a comprehensive audit of economic activities at the expense of the shareholder, as well as requiring the company to provide the necessary information to organize its own inspections: At the moment, the plant does not cooperate with the shareholder, including it has not yet provided an audit at the request of the shareholder and the provision of the required information within the time limits established by law. If there is no cooperation on these issues and if the violation of rights is not eliminated as soon as possible (failure to provide information) ZANGEZUR MINING LLC plans to initiate new legal processes.

ZANGEZUR MINING LLC intends to inform about the further developments of the process with its latest press releases:

CJSC “ZANGEZUR COPPER-MOLYBDENUM COMBINE” is a company registered in the Republic of Armenia (09400818). The combine is a mining company located in the city of Kajaran. The combine operates a deposit with significant approved and forecasted reserves of molybdenum and copper.

The interests of LLC “ZANGEZUR MINING” are represented by the law firm Concern Dialog www.dialog.am , email address: [email protected]