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.."So Shard 'placed' 14.4m shares into the hands of their mates at 5.25p..."

I can see why the thesis is tempting, but remain unpersuaded , since I don't see * how it squares with the following :

(1) Elphick is famously - and thankfully - obsessed with minimising dilution : the first 21 m facility took from Jan 21 to Jun 23 (2 1/2 years) to be drawn; it took a further year to Jun 24 to draw down TR 1 and 2 (24 of the 36m facility); and the 14.4m + GLEN/Elphick 4.8m = 19.2m subscriptions are covered by TR3 12m and 7.2m of 2024 Tr1, with 4.8m undrawn;

(2) Of the total raised by the Shard facilities todate (£ 2985 + 630 + 378 = £ 3993 @1.25 = $ 4,991), approx $ 1,991 covers GLEN loan (net $3,000 approx), and we have a credit balance of about $ 550K (recent proceeds £ 630 + 378 @ 1.25 = $1,270 - 726 loan o/s). Plus the undrawn 4.8m, in case of need.

This gives a net ' SCM admin spend' excl GLEN loan of $2,450 from Jan 21 todate - 42 months = barely $ 60 K per month.

(3) This tight control has been achieved by carefully managing drawings (3 x tranches) and frequency of settlement (weekly, then fortnightly for the latest subscription). Plus cancellation and buy-back rights, etc.

(4) Anecdotally - hat tip alwayshoping - subscription is likely to 'approved counterparts' only, you can imagine that from day 1 Elphick would want to keep track of potential threats to his/GLEN's control. Elsewhere , I've show why I think he's got a handle on 70-80% of share whereabouts, which Jiving deems plausible.

(5) It's inconceivable to me - when ZIOC is on heightened bid alert right now, in case someone tries to make a move - that Elphick would agree SCM's approach , to place 14.4m shares at a 5.25 p lowpoint , having only placed 45m in the previous 3 1/2 years, without wanting to know EXACTLY who the buyers were.

Apart from anything else, Elphick would want to make sure that all/any counterparts were satisfied that there was a level playing field and no-one was being given a head-start.... loan settlement avoids GLEN pressure; GLEN/Elphick share purchase shows no material undisclosed news is being withheld....

(6) I've argued elsewhere that - esp in view of the Garbut/Guava history - it seems most likely that Garbut-linked investors have been approved as subscribers to the SCM facility on an ad hoc/as needed basis ( a slow-mo private placing); and that post GLEN acquisition, a lot of said investors have headroom without breaching the increased 3% limit.

I said at the start * I don't see...

The one scenario where (some at least) of these shares MAY have gone , with Elphick's knowledge and agreement, to Shard would be IF they were being 'rewarded' for efforts and discretion to-date (they haven't earned much so far!) , because the end-game is fast approaching and their services are no longer required.

But that's another ball of wax.

AFAICS

ATB

Hi TGTD

"How could ECP lend EUR 40m let alone EUR 73m to TAG in return for a bond paying 2.5% interest when ECP never had EUR 40m of cash to start with!"

Here's the answer - not even a large postcard :

https://www.eight.capital/wp-content/uploads/2021/08/25082021-Purchase-of-EUR40million-Secured-Bonds.pdf

on page 2

.."Consideration for the acquisition of the Bonds, including the accrued, unpaid interest, has been settled

by a one year vendor loan ("Vendor Loan"), as described in the AGM notice and approved by

shareholders on 6 August 2021, for the full par value of the Bonds and bearing interest at a fixed rate

of 1.5% per annum due on repayment"

...etc.

The vendor was TAG/1AF2 ie the purchase by ECP was financed by a loan from TAG/1AF2.

I don't know how to make it clearer than that.

HTH

.."Not having access to Tags account means anyone claiming that TG has or does not have money is purely speculating .."

You have it from AZ - aka the horse's a*rse- that TAG doesn't have the money...in repeated RNS's.

At least, not enough to honour its obligations to SYME and help keep it afloat.

Which is - or should be - all that matters to you as a SYME shareholder, who is affected by this.

There's no 'pure speculation ' about that.

HTH

Hi Tuffax,

If you read the latest RNS re Riverfort 'shares in lieu of cash' and this earlier post - about 3 months old - , I think you'll be able to work out where HELD is at...

Just look at supposed delivery dates and issues....

.."This from Halland75, trading as Investing Genius :

.."People are clearly forgetting the 1m EUR loan over 15 years at 3.5%, this is accessible in June.."

H75/IG

We weren't told when this loan would be available when it was first announced in April, we learned of the midJune target date only after the emergency placing a fortnight later :

.."The proceeds of the Placing will be used for general working capital purposes up until the €1 million loan facility, announced by the Company on 22 April 2024, is received by the Company, which is EXPECTED to occur during mid-June 2024."

Then last week we learned this, about the earlier Riverfort facility ($315K principal + interest still o/s) :

.." Under the terms of the [Riverfort] Facility, the Company was required to maintain sufficient headroom in its share authorities to be able to satisfy the outstanding balance of the Facility by way of the issue of new ordinary shares in the Company, if not repaid in cash."

HELD has implicitly acknowledged that the Euro 1 m loan may not arrive, or may not arrive in time, because it has agreed [= been told by Riverfort it MUST] call a meeting 'to be held no later than 9 August 2024 [ Ed.: ie 90 days grace] in order to seek to pass resolutions to grant the necessary authority free of pre-emption to enable the Company to meets its obligations, unless the Outstanding Balance has been paid in cash, pursuant to the covenants in the Facility and to provide the directors with suitable capacity to allot shares as required from time to time..."

In plain English : HELD is calling a meeting [at Riverfort's insistence, my guess] to get authority to issue more shares in case Riverfort isn't paid off by the Euro 1 million loan.

Riverfort clearly doesn't share your confidence that the new loan will come through timeously.

Now ask yourself : why would a new lender agree to disburse (unless unavoidably required to do so), when 1/3rd of its money would be going to pay off another creditor, not to be productively invested in the business ? Especially when there seems growing (geddit?) uncertainty as to what that business is.

And - given this visible, known (in the public domain) uncertainty - why would an insurance company agree to be/stay on the hook for Euro 1 million for a measly 25K insurance premium?

'Splain that to me like I'm a 7 year-old...."

All still pending/undelivered AFAICS.

HTH

An PPPS

If Shard were hoping to pick up some shares on the cheap for themselves, they must have been mightily ticked off by (your post to ATG) .." whoever might have had the smarts to get in touch with Marty, and perform an awesome IR/PR function. You know, detail the USPs that the market wants to hear..."

With so much at stake, there are lots of angles to grind, that's for sure.

PPS

Your 10:48 message also makes it clear that Shard approached ZIOC to agree this large volume/ low price deal, that triggered a complex and unseemly rush over the weekend, whose only immediate obvious benefit was GLEN loan settlement a few days earlier than expected.

ZIOC may well have been 'bounced', but I don't think that Shard alone would be a sufficient 'bouncer'.

PS

The cash generated not only is dilutive, it's not needed in the short term , based on ZIOC's cash burn rate, as Jiving has shown elsewhere.

And any news re FEED in the next couple of months would surely lead to a higher s/p, no?

There are arguments both ways, AFAICS.

The 'This is money' article initially pushed the price up, it was the 'speeding ticket' , over which Shard had no control that would have benefited them....and seriously p*ssed off Elphick, I would suggest. See earlier comment.

He's always -AIUI- been very protective of his rep, all the more so given the additional direct financial impact on this occasion.

Happy to discuss further!

ATB

Hi MM

Thanks for the nuance re 7 x purchases.

3 observations

(1) Elphick would surely be p*ssed off at unnecessarily 'cheap' dilution...no?

(2) The 'custodian ' sequencing in the 28 June RNS appears to give ZIOC considerable vetting power over subscriber identity.

(3) Shard's spivvy reputation is not news (may explain 2 above), if known, why did ZIOC appoint them - and then recently promote them - in the first place?

Upsum : Occam's razor supports your interpretation, but I'm not sure that it's a "racing certainty"

ATB

Hi Jiving

Re (2), agreed, with hindsight!

ATB

Hi alwayshoping/99icecream

Re the 14.4m identity, I think ZIOC's opportunities to vet- and OK - the subscriber are outlined in the 'Custodian ' sequence set out in the 28 June RNS,

viz. :

the parties).

Custodian

The 2024 ESA would provide that the Subscription Shares be held by a custodian authorized by the Financial Conduct Authority (FCA). Proceeds of any sale of Subscription Shares by SMC would be held by the Custodian until remitted by the Custodian to SMC and SMC would pay to ZIOC 95% of the gross proceeds of any such sales. To secure SMC's payment obligations, any proceeds of sale, as well as SMC's beneficial interest in the Subscription Shares, would be held by SMC on trust for the benefit of the Company..."

This was one of the reasons that made me think that ZIOC has a big say in where any Shard shares end up.

Comments invited!

GLA

PS The flip side to the SCM drawing (and subscription) schedule is the GLEN loan history, viz.:

(1) Sept 2022 initially $1.2m , maturity Jun 2023;

(2) Jul 2023 increased to $ 1.8m, maturity extended to Dec 2023;

(3) Jan 2024 part-repaid, down to $ 1.4m, maturity extended to 31 Mar 2024;

(4) 28 Mar 2024 part-repaid, down to $726K, maturity extended to 31 Jul 2024;

(5) Loan settled 18 Jul 2024

ZIOC (and GLEN, latterly) seem to have been toggling between the SCM facility and the GLEN loan facility, based on their understanding of Project cash requirements, timelines, effects of dilution, progress (or otherwise) of discussions with strategics etc in ways that no outsider will ever understand, even with the benefit of hindsight.

AFAICS

Hi Mitch984,

The Investor page is an odd one :

- I'm pretty sure it's got Elphick's holding wrong (see below);

- It includes Everitt's 17.3m , although at 2.56% is below the disclosable 3%;

- To be consistent, it should have disclosed the 14.4m (= 2.13%) 'block sale' if it was to an individual entity, but didn't/hasn't.

If not, why not?

Either way, I've asked AT to clarify :

..."Hi Andrew,

Investor share information on the ZIOC website - possible error?

I believe Clifford Elphick's shareholding as at 4th July 2024 - quoted as 79,907,592- is incorrect.

In the 31 Aug 2018 Guava unbundling RNS, we're told his interest was reduced by 8,477,805 (then 2.99%) to 80,252,592, for tax planning purposes.

In the 2 Oct 2023 New Equity RNS, we're told his holding increased by 2,167,220 to 82,419,812.

Per the recent RNS's , we're told his stake increased by 300,223....arithmetically to 82,720,035, or 12.27% of 673,793,41.

What have I missed, pls ?

(2) The Investor page includes Keith Everitt's holding, given as 17,270,000 or 2.56%

(3) It omits to identify the owner of the 'block sale' holding of 14,380,953 or 2.13%, subject of the recent unseemly kerfuffle, which would have been known to ZIOC by 4th July 2024, if not earlier.

There's obviously a lot of bulletin board speculation about (3), which seems to have caught ZIOC / SCM unprepared.

Anything you can say to 'turn heat into light' would be welcome!...."

I've got to believe that ZIOC will have a pretty good handle (particularly now!) on any interesting or unusual share transactions/volumes - and the 14.4m qualifies on both counts, AFAICS !

At the very least, they could make use of this :

.."In the UK, Section 793 of the Companies Act 2006 requires shareholders to disclose their interests in shares when requested by the company. This section allows a company to issue a notice to ANY person it believes to be interested in its shares, requiring them to confirm or deny the interest and provide details about it..."

Whether that would pierce the corporate veil of an offshore entity is above my pay grade, I'd hope there's some legal mechanism to disenfranchise to enforce compliance?

Coming back to your Q.. " others apart from Glencore and Guava that have in excess of 17,270,000..", I wouldn't be surprised if some of the Garbut crowd used the post GLEN disclosure threshold (3% of 593.3m as from Dec 2022 = 17.8m) to rebuild their earlier positions.

As a reminder, 45m approx was above THEN 3% (8.5m), 70m was below.... and most of Shard has gone for between 6.3 and 6.9p...which is on the low side for the 'average' s/p over the period.

SCM didn't obviously 'sell into strength' if its mandate was to maximise cash raised and its own commission/earnings.

The whole SMC subscription arrangement could conceivably be a very 'slow-mo', carefully managed placing amongst friends, AFAICS.

HTH and ATB

This was Seb's message

.."Master move?

In the last 7 days, the government announced that it will pre-fund in New York the payment of interest on the sovereign debt that matures in January and reported that it sent the gold to Europe. The government's intention is to show payment capacity and intention to pay and have collateral for the repos and, at the same time, generate interest with the gold deposited.

But he is sending soldiers to the front lines. It is sending assets to the two epicenters of the seizures due to the YPF trials and possibly, Coupon PBI. Seizing sovereign assets is very difficult, but if the beneficiaries of the ruling manage to seize these assets, Argentina will have paid the judgments without congressional approval. The first thing a debtor has to do is remove his or her assets from the creditor's reach.

I repeat, this is not what the government wants to do. Its intention is financial and it is very good. But if these assets are seized (which is unlikely to happen), we will have closed a litigious chapter."

Seb seems to think that the action is risky, from Argentina's PoV. It would be foolish to seize the gold (he says 'all' has been shipped, street value of 62 tonnes is $ 5 Bn), as a creditor I'd normally take what was paid voluntarily and THEN (*other things being equal) seize the $ 5 Bn....;-<

We are not generally dealing with gentlemen, in this situation*, or others of a similar nature.

* note qualification. 'other things being equal' : maybe, MAYBE, Milei deserves the benefit of the doubt....

AFAICS

Hi Jiving,

Thanks for the feedback re Garbut 'stickiness', Higgins (RIP) and Everitt.

Stocko FWIW shows him as 17.3m as recently as 23 June 2023.

On re-read, I see I understated Elphick's likely holding - I forgot to 'add back' the 8,477,805 carved out in Aug 2018 as 'tax planning'.

If you do that, it puts Elphick's current stake at (82,720,035 + 8,477,805) = 91,197,840/673,793,471 =13.5%

In numbers this is slightly ahead of the 89,118,666/280, 415,976 = 31.8% he held at the outset, in %age terms seemingly way behind.

BUT....he started with 31.8% of 1/2 the business !

In equivalent terms, he still holds nearly the same amount of a much larger pie....

As (not quite to the same extent) do we.

And from a look at the increase in shares o/s, 673,793,471 - 280415, 976 = 393,377, 495, we see

-290.8m is the GLEN 'acquisition';

-61.3*m is SCM 'dilution' to-date (over 14 years' company existence); and

-41.2m is BoD and management remuneration (ditto).

*21 + 36+ 2.3

From this PoV, I think Elphick has done a pretty remarkable job of minimising his (and , by extension, our) dilution.

Let's hope the pie is a mahoosive one!

ATB

Https://africa.businessinsider.com/local/markets/rosatoms-nuclear-deal-with-congo-brazzaville/k47m3hr

Maybe something WILL emerge from Big Den's recent meeting with Putin

https://www.ecofinagency.com/public-management/2806-45680-congo-president-explores-nuclear-oil-and-defense-cooperation-during-russia-visit

.."Early in his visit, Sassou N'guesso met with the CEO of Rosatom, the Russian nuclear energy firm. While details of the meeting were not disclosed, Russia has shown strong interest in developing nuclear energy in Congo-Brazzaville for several years. Since 2022, the two nations have discussed this topic. Last year, Sassou N'guesso met with Rosatom executives to discuss building several micro-nuclear plants to boost Congo's energy supply..."

Rusatom's local agent is the 'fixer' Jean-Yves Ollivier, see https://en.wikipedia.org/wiki/Jean-Yves_Ollivier.

'Bees around a honey-pot?'

GLA

Hi Driving,

Thanks!

I think we're agreed that the fact that the sale was (a) 'block' (b) sudden/large and (c) rushed is significant, the question is : of what ?

Your view that it's FEED financier-related is persuasive and I'm happy to accept it : it's more 'topical' and the timeline makes better sense ; more attractive to me (as being more obviously likely to add value ;->); and the 'average buy-in price' argument is commercially astute.

I was pursuing the Garbut thesis mainly because (a) this is the first time AFAICS that Elphick has BOUGHT shares (b) Howarth initially had the larger stake - 41% to Elphick's 32% - reflecting, perhaps, more 'say' in the Project ('his' baby?); (c) had brought in a larger number of investors (revealed when the Garbut dissolution happened) of similar (African mining/ JPM Mining) background and - in some cases pedigree - eg Kulczyk and Pengilly; and (d) the discovery of an agreement between Garbut and Guava clearly intended to cover a variety of scenarios :

It's mentioned in the 'Garbut dissolution' RNS of 3rd April 2017 :

.."As a result of the Transfer, Garbet is no longer a shareholder in the Company and therefore NO LONGER has the right to appoint two non-executive directors to the Board of the Company and NO LONGER has CERTAIN OTHER information rights in each case pursuant to the relationship agreement between Garbet, Guava Minerals Limited ("Guava") and the Company dated 16 November 2010 (the "Relationship Agreement"). None of the current Directors was appointed by Garbet in exercise of its right to appoint a director under the Relationship Agreement.

Simultaneously with the loss by Garbet of its right to appoint non-executive directors under the Relationship Agreement, Guava irrevocably waived its rights to appoint one of the two directors to the Board it is entitled to appoint pursuant to the Relationship Agreement such that IT ONLY RETAINS THE RIGHT TO APPOINT ONE DIRECTOR. As at the date of this announcement, none of the current Directors has been appointed by Guava in exercise of its right to appoint a director under the Relationship Agreement. Guava has also confirmed to the Company that it WILL NOT its rights to appoint a non-executive director unless there are at the time of such appointment AT LEAST four directors who have not been appointed by Guava in exercise of its right to appoint a director under the Relationship Agreement..."

It's a moot point whether Garbut HAS the right, per the Agreement, but hasn't exercised it. I'm not sure how many 'executive directors' ZIOC currently has....

I'm also with you that I hope a complete buy-out prevails!

I've already posted elsewhere why I think the EPP is a non-starter.

Have a great weekend!

Abergele.....

ATB

Continued..

as 'maybe', the big unknown - where do those Shard subscriptions go ?

The first 21m was subscribed over a leisurely 2 1/2 year period, the third tranche - and subsequent tranches - after the GLEN acquisition that raised the disclosure level to 18m+.

(1) Jan 21 £412,322 + May 21 £559,455 + Jun 23 £ 346,349 = 21m @ 6.276p for £ 1,318, 126;

(2) Dec 23 £ 777,289 + Jun 24 £890, 466 = TR1 and 2 (= 24m) @ 6.945p for £ 1,667,755 ;

(3) Jul 24 TR3 = 12m @ 5.25p for £ 630 K.

If you accept the thesis that the rushed 'block sale' 14.4 m was likely Howarth/Garbut 'tag-along ' and maybe 1/3rd of the 45m earlier subscribers were also him/his fellow Garbut shareholders, that's another 30m approx or another 4.5%.

Added together, that's 398.9m + 85m + 30m = 514m / 674 or 76% as likely 'strong' shareholders.

Add in a few of us 7 figure PI's and 80% 'spoken for' doesn't seem a stretch.....add 15% who've 'bottom-drawered' and 5% day traders ( 30m+ at any one time?) and there you are.

What do you (and others) think ?

Fanciful ? Inaccurate/have I missed something?

ATB

Hi Mitch984,

I've had a trawl through the RNS's to get a feel as to where we might be at re shareholdings. Some observations :

(1) The initial placing (IPO + Director sale) only put 14% - 40m - of the then 280m shares into 'free float; the Director sale generated £ 31m, likely giving the a free carry on their investment, the other £31m giving them a healthy war-chest for advancing the Project to point-of-sale.

(2) A lot of that 14% seems to have ended up with institutions (F & C and Black Rock), who oscillated AFAICS around 5% and 8% respectively. AIUI, the hope/expectation was to attract a strategic investor and do a quick(ish) 'flip'.

(3) When the iron ore market collapsed/ the strategic investor failed to materialize, ZIOC settled in for the long haul, keeping dilution low ...and even buying back, at one stage (only about 1.5m, at between 40p and 20p, but still...).

(4) After 6 years, April 2017, Garbut (which still had its original 115m shares) breaks itself up, returning ZIOC shares to various (Strata) shareholders. Howarth was the founder of Strata and continues to run its successor private equity fund, Greenstone Resources, see

https://www.marketscreener.com/insider/MICHAEL-HAWORTH-A168S3/;

and

https://www.greenstoneresources.com/investment-team/,

with about $ 150m AUM.

(5) About 46.7m (16.8% of ZIOC) is above the 3% disclosable level, viz.

-Salamanca (Howarth) 13,629,127 or 4.89%

- Leganes 12,513, 469 or 4.49%

- Artemis Trust (Hardwick) 11,916,534 or 4.27%

-A I Holdings 8,706,621 or 3.12%

About 70m or 25% of ZIOC is below the 3% level.

How much of that would be sticky ? 50% would be 35m shares.

(6) We’re told there’s a 16 Nov 2010 Garbet / Guava Relationship Agreement.

Clauses are invoked saying absent Garbut, Howarth can’t appoint NEDs and loses certain info rights. By implication, he retains other rights. If there’s any ’tag along’ right for Howarth to BUY if Elphick does (my speculation re recent ‘block sale’ of 14.5m shares), it would likely be here.

(7) Over the next 2 years , Salamanca and Artemis sell down to below 3%, Elphick carves out a 2.99% part of his holding, for 'tax planning'. Leganes drops out, Seritza comes in at 13.6m (4.7%), then drops below the magical 3%.

(8) Shard gets a 21m facility away, then a 36m facility (over 4 years).

(9) The GLEN transaction effectively doubles the 3% disclosure level to 18+m. Everitt's 17m doesn't make the cut, nor does Higgins' 11.6m

(10) Oct 23 the BoD and management get 27.6 m shares. I assume they're 'sticky'.

(11) This month, Elphick and GLEN buy shares (for the first time), linked to a 'block sale' of 14.38m.

Out of the current 673.8m, I count as 'certain' :

- GLEN 290.8 m (43.2%), Elphick 82.7m (12.3 %), ZIOC 'team' 25.4m (3.8%) = 398.9m or 59.2%;

as 'likely'

- overall, half of the Garbut 114m holding , 57m or 8.5% and Everitt/Higgins' 28+ = 4.2%, for 85m /12.7%

as 'maybe' .......

to be conti

Can we put the EPP notion to rest, pls ?

When you write .." DSO trades at roughly the same price as 65%Fe fines, or c.$125-130 at present. If we say $50/t cost at quayside and $15/t to ship to Europe then we arrive at a very tasty $60/t on that 1mtpa.

CapEx is a likely $10m, some of which could come from development finance if not wholly financed by an off-taker.

The point is that ZIOC could clear $50m pa whilst the staged project is being built out..."

I think you're comparing apples with oranges : a high capex/relatively low opex Zanaga Phase 1(12mtpa), with minimal logistics costs (slurry pipeline to port) , and a lower capex/much higher opex EPP interim solution, without economies of scale (EPP, 1mtpa).

A more valid comparison AFAICS is with costings based on Baniaka's in-between 5mtpa 'cheap and cheerful' approach see https://wcsecure.weblink.com.au/pdf/GEN/02604822.pdf .

From page 7, note its proximity to existing power and railhead vs Zanaga (at bottom of map), former approx 40K from Franceville, passing existing hydropower, on established roads, close to Comilog's human and technical resources at Moanda.

Compare that with Zanaga's unsupported location in the boondocks, 150 - 200Km via Mayoko, dirt roads, no infrastructure, power or processing.

Then - p 9 - consider (even with their proximity and infrastructure advantages), Baniaka's est. capex (power infrastructure $ 20m, haulage fleet and rail siding $45m) ; their mine-gate costs of $ 18 per dmt and their ex-mine logistics costs of $ 42 per dmt, total $60 per dmt to quayside.

On a learning curve and without the benefit of existing resources and economies of scale, I question whether a ZIOC EPP costing would be less than $80-$100 per dmt at quayside.

For me, the comparison highlights the major advantage that ZIOC has over other up-country projects (be it Baniaka or Simandou) in its slurry pipeline access to the sea : $2.4 per dmt is a phenomenal - and hopefully compelling- contribution to the investment case.

AFAICS