Zanaga Iron Ore Company Limited Share Chat (ZIOC.GB.PL)

I'm not going to go any further on this except to say that it is not just a 'reasonable interpretation'.

And you forgot to say Thanks, Guffers.

It is certainly a reasonable interpretation, probably far less crazy than ZIOC building a mine itself. Also events did seem mad and hurried leading into end June. Wait and see..

Here are the relevant clauses from the November 2022 acquisition from Glencore.

(m) If there is a direct or indirect change in ownership of MPD amounting to 50% + 1 share or more of the issued share capital of the relevant target entity, and, following such change in ownership, MPD notifies Glencore International in accordance with the terms of the Marketing Agreement that it wishes to cancel the Marketing Agreement and enter into a new life-of-mine marketing agreement (a "New Marketing Agreement") in respect of 100% of the production of the Mine with the relevant investor or its Affiliate (a "New Buyer"), then Glencore International may notify MPD, subject to the terms and requirements of the Marketing Agreement, that either:

(i) it shall match the terms of the New Marketing Agreement, in which event the parties shall discuss and agree in good faith such minimum amendments required to the Marketing Agreement to align with the key commercial terms agreed between MPD and the New Buyer under the New Marketing Agreement; or

(ii) it agrees to the termination of the Marketing Agreement, in which event the Marketing Agreement shall be terminated upon execution by MPD of the New Marketing Agreement and thereafter Glencore International shall be entitled, for the term of the New Marketing Agreement and / or any replacement or supplement to such agreement, to receive a fee in each calendar month by way of consideration for the initial marketing role played by Glencore International under the Marketing Agreement ("Royalty"), and the Marketing Agreement shall be terminated only upon execution of the Royalty by Glencore International and MPD in a form acceptable to Glencore International acting reasonably.

https://www.lse.co.uk/rns/ZIOC/acquisition-of-100-of-zanaga-iron-ore-project-b1vcll71qsaa4z6.html

This is the post Nov 2022 timeline and sensitivities as I understand it, from 3 insights gained over the intervening period.

This Monday's fund raise was just that, of course. However the BoD were also dealing with 2 other compelling drivers. The first driver was the imperative from the Strategics to get on a do a deal on FEED **this month**. Thus the speed of the raise. (note: The share subscription was completed before Monday's opening at 8:00am, despite the Glencore loan not being due until the end of this month, July 31st.). The second driver was to reposition the Company back to the status quo ante that was arrived at in November 2022 - chiefly that ZIOC had full executive control of the Project. With the loan outstanding Glencore once again controlled the purse strings and hence were in a position to dictate terms. This position was expressly against the wishes of the Strategics.

Rewind to November 2022 when ZIOC gained control of Zanaga. This was at the instigation of 'Strategics' and I venture strongly that it was a Gulf consortium. Consider the company's words at the time: "The acquisition of Glencore Projects' shareholding in the Project is a key milestone for ZIOC's shareholders, demonstrating to third party investors that the Project is now represented by a single entity and management strategy.." ...new strategic investors are required to enable the development and construction of the Project... The acquisition of Glencore Projects' interest in Jumelles simply enables the Company to have more direct control over the Project and a simplified ownership structure which should assist in attracting funding.'

https://www.lse.co.uk/rns/ZIOC/acquisition-of-100-of-zanaga-iron-ore-project-b1vcll71qsaa4z6.html

Fast forward through 2023. September saw the company project an end 1Q24 date for a deal, and in October the management took shares in lieu of salary and with a 65% discount. However there were then several bumps in the road. During the FMF in Riyadh in January, Manara Minerals' CEO Bob Wilt wanted to trade off take surplus from their investments, putting them squarely at odds with the off take agreement on Zanaga agreed with Glencore for the Nov 2022 deal. Later the Gulf Consortium were unable to meet the end March deadline (see Ma'aden, MM and the VBM closure delay), and they lost their exclusive.

Now the Gulf Consortium is in competition with multiple other parties, however the off take issue remains. The solution to that is to *potentially* buy Zanaga entirely (as per the 'This is Money' article). Doing this would mean that Glencore, under the terms of the November 2022 restructuring, would reduce to a simple royalty and not an off take - (see next post for details). Problem solved.

Given the loan position at the end of last month, Glencore were in a position to stifle such terms. With the loan repaid and with operational cash in the bank, now they're not.

It's deal time.

Nibj - I'm just on my way back to my desk after a brief absence. Will revert.

Being disruptive again, Guffers?

You will have to guess first, that is the game. And grovel ..

What fascinating insights are those MM?

Some fascinating insight comes my way as to a driver behind Monday's fund raise.

(repost of this morning's contributions)

As per, 'Shard immediately placed 14,380,953 of these 24m shares at 5.25p - (astute PIs will *immediately* see the backstory to this block)......'

Want to know why?

1st July RNS, Shard requested a waiver...:

Zanaga Iron Ore Company ("ZIOC" or the "Company") (AIM:ZIOC) announces that, further to ZIOC's announcements on 28 June 2024 Shard Merchant Capital Ltd ("SMC") has approached ZIOC to request a waiver to the share trading limitations imposed by the equity subscription agreements entered into between SMC and ZIOC in 2023 and 2024 respectively, allowing SMC to sell a block of ZIOC shares expected to be in the order of 14,380,953 shares at a price of 5.25 pence per share ("Trade Price") (the "Shard Facility Sale").

In other words Shard had already committed to sell 14.4m shares , being T3 and then some on the then unannounced 2024 ESA.

Why and when?

Recall the SP faceplant to 5.25p of 21st June following Marty's completely misconstrued 'recruitment podcast'? I do. An extremely rare poster (just 2 posts) made sure it go onto the LSE board, complete with a timeline, and then a bunch of PIs ran around like headless chickens thereby ensuring the 30% nose dive.

Shard immediately took advantage and fixed the 14,4m subscription at 5.25p.

This was exposed when the This Is Money article saw us back up to 8.00p. The company stepped in with their denial RNS and the rest is history.

Some people need to think before they post, but that has been obvious for some time. In fact some just need to think.

(repost of this morning's contributions)

I read no reconciliation of Monday's share subscriptions with a cash position and forecast, so here's a rough working.

Monday 1st, ZIOC instigate and Shard subscribe for T3, the final 12m share tranche of the 'existing ESA', plus executing a new 2024 ESA of 3m 12 tranches with Shard subscribing for the first 12m share tranche.

> So 24m shares subscribed for.

Shard immediately placed 14,380,953 of these 24m shares at 5.25p - (astute PIs will *immediately* see the backstory to this block), plus

Glencore subscribed for $300,000 at 5.25p and Elphick $20,000 at 5.25p. These equated to 4,503,339 and 300,223 shares.

All in 19,184,515 shares were subscribed for at 5.25p. After Shard's 5% fee this becomes £956,828, or c.$1,220,000.

Total shares in issue is now 673,793,471. There are just 4,815,485 shares left of T1 of the 2024 ESA.

Cash

As at 29th June 2024, the loan outstanding was $744,000 including interest with a repayment date of 31st July 2024.

Cash in bank was $100,000.

Assuming a few thousand of interest by the time the Shard monies are received and ZIOC's BoD meet:

Cash after share subscriptions of $572,000.

So: 4.8m T1 shares left, 674m shares in issue, $572,000 cash at bank.

Go away

Feel free to point out the 'facts wrong'.

Odd that you're concerned about someone seeking to re-direct criticism away from management.....oh, wait.

Even odder that your thoughts run to 'pile-on'. Not.

I've readily acknowledged your contributions and research, especially when founded. Not so when selective or factually incorrect. A useful mantra is 'consider the source'.

Wherever possible, I provide links and sources, so others can read (in extenso) and make up their own minds/point out where I'm wrong. I find that encourages a certain caution in my postings. Something you might consider ?

It takes two to tango.

ATB

Hahahaha extrader has slithered by.

In your haste you went for a Gotcha! but got you facts wrong. Loser. Now we all know your motives.

Collaboration is better than confrontation, you say!? Hypocrite.

Oh, and what's this I read.....'If anyone bought into the spike, maybe they should direct their frustration at over-enthusiastic posters ? '

Trying to organise a pile-on, where we extrader. Yet here you are talking about cooperation.

Go away.

Hi MM et al

Sigh indeed.

(1) Aircraft movements : you clearly missed a trick - if I'd known the Callsign of Big Den's aircraft that flew in yesterday, from Russia (is it the same big - still unidentified, despite my asking you, twice - corporate jet he used that went on to Luanda ?), I or you might have plausibly been able to place Big Den (ex Russia) on the tarmac/terminal at Maya-Maya BRZ at the same time as PP-FCC (with its known Lula/Brazilian connection) AND HB-IWW with its speculative AD (?) connections.

Wouldn't that be meritorious 'dot-joining' ?! ;->

Feel free to fact-check the following :

(2) I first noted and queried mr.lynfarn (2 x poster) as source of MK's 'recruitment ad' link;

(3) I first noted the tag-along tweak that GLEN might take loan part-settlement in shares;

(4) Re Shard :

(i) I first queried its appointment to handle the Subscription fund-raise exercise at the outset, asking someone (Aberdeenman, maybe?) to 'mystery shop and see if he could get on to their 'waiting list' . IIRC he came back saying either they didn't reply or he hadn't made the cut, I forget which. Either way, the impression given was 'by invitation only'.

(ii) I first noted - again as a foot-note - Shard's upgrade to Joint Broker 'with immediate effect' only a couple of months ago...and wondered why that might be;

(iii) as to destination of the 14+ M shares, I've speculated elsewhere that they've likely been placed with Elphick-friendly hands (hat-tip to Jiving for '"Also noteworthy that the 5.25p discounted share price, was very close to the management/BOD share issuance price of 5.29p back in October 2023.", which may be coincidence...but maybe not).

(iv) I'm also on record as saying - to the 'dilution'/mates' rates whingers - that they can buy at the same price, as near as dammit.

As to Eddsy's equally snide comments, pls pass on to him :

Football is a distraction for the masses, sometimes a yard-stick for measuring skill at managing the electorate

(1) https://en.wikipedia.org/wiki/Bread_and_circuses;

Ex 'panem et circenses' advice for the Roman emperors. Rather spookily, that's one of DSN's nicknames

(2)https://www.theafricareport.com/61921/republic-of-congo-10-facts-about-emperor-denis-sassou-nguesso/;

Even more spookily, it was also another Emperor who was lauded for knowing when and where to fight one's battles

(3)https://www.warhistoryonline.com/napoleon/8-changes-napoleon-made-warfare.html

None of us has a monopoly on wisdom, most of us recognise that.

Collaboration is better than confrontation.

Have a nice day.

As of Monday Shard still had 4,815,485 shares left from T1.

That said Monday's volume was 25m+ shares, the 3rd highest volume of all time and best since 2017 post-ESA.

I wonder if Shard have been churning that 4.8m residual into the market? Of not for me is that both Glencore and Elphick were able to buy at 5.25p and they are the ultimate insiders. perhaps we are being held here long enough for PIs to do the same, or very nearly.

Hi alwayshoping. I think that might be a fruitless chase given that a name doesn't have to declare themselves until the 3% threshold is crossed. That's at 20m shares or so now. The 14.4m shares on Monday from the ESA were further divided into 7 blocks, so well below the threshold in themselves. The largest block was 7.86m.

For those that dont follow the "other side"...Driving was on the case yesterday evening.

Mystery buyer.....2 Jul 2024 18:27

" I have emailed the company inquiring to the identity of

The 14,380,953 shares at a price of 5.25 pence per share.

As detailed in the recent RNS.

May I suggest there follow suit?

Gla."

Disruptive it was then.

Sigh

No wonder the SP is where it is.

Leave you to it, have a good day 👍

So by your statement , if a differing interpretation of the facts does not confirm to 'your logic', it is ripe for abuse? Or what if the logic does Not 'further the case for investment'... then ignore it, hide it, contort it?

So, Guffers, have you anything on 'Glencore' or did you just want to be disruptive?

Depends whether it tallies with logic and known facts, Guffers - or perhaps furthers the investment case.

I see you've been snide elsewhere, several times - usual performance.

... you won't suffer any abuse for having a different opinion 😉

Anyone been researching along the right lines here?

Don't be shy.