Member Info for extrader

Zanaga Iron Ore Company

@Zanaga_Iron_Ore

·

May 22

Whilst many of the world’s major iron ore operations are approaching mid-to-late mine life or facing declining ore grades, the Zanaga Project stands out for its exceptional longevity, scale and very low operating cost.

The project supports a ~30-year projected mine life with staged development and large-scale, high-grade and low-cost production, offering long-term supply potential that aligns with evolving global steel demand and decarbonisation trends.

Find out more ➡️ https://zanagairon.com/the-zanaga-project/

Nice to know, it would be even better to share in the benefits.

GLA

'Eppur, si muove!'

Glacially slow porogress, but still...

🛑 IMF: The litigation over the Euro GDP-linked warrants has moved from a passive case to an active negotiation. According to page 27 of the latest Staff Report published on Friday, the Government intends to reach a “comprehensive” settlement, but “in line with the available space under the Fund program’s financing envelope.”

GLA

PS

Your RAM-induced predicament is precisely the sort of situation that gives'himan interest' to an otherwise everyday story of corporate greed ( albeit on a truly exceptional scale).

Hang in there, mate, and hopefully you'll get your opportunity ere long.

ATB

.."Any progress?.."

Thanks for the prompt!

Lots going on behind the scenes.

It's a bit like Salome's dance of the 7 veils: Every time ZIOC makes an announcement these days, they're revealing (perhaps reluctantly) a little bit more of the underlying actualite ...and in so doing provide fresh material confirming further irregularities, going back over a longer period.

It's a hard job keeping everyone up to date.

The latest development appears to be an opportunistic 'plan B' - unless the RAM proposal was only a ' reverse stalking horse' all along (where a low-ball offer is presented along with NPV deflation to lower expectations) ? - to take EVEN MORE of the pie.

Meanwhile, the 'architect ' of the Mar 2025 transaction has been acknowledged as now acting in concert with Sir Mick, RAM and Greymont Bay. It's worth re-visiting his comments, explanations and declarations at the InvestorMeeting with that new awareness in mind.

It also puts the Nomad in an increasingly difficult position...with a few more shoes still to drop.

Media and other engagement is progressing, slower than we'd hoped/expected, though it should get a fillip in the next week or two.

HTH

GLA and ATB

....but there's also a potential 10% gazump fee to pay.

Rather than ZIOC shareholders paying this ALSO , can we bill the architects and appro ers of the one-sided RAM deal?

Also only half in jest.

;-<

Or they just decide to forget about the RAM deal and do 3 more $5 m placing amongst invitees ...

Only half in jest.

Anything's possible if you have no shame.

;-<

I don't think it's a good idea to argue that what's good for MK is necessarily good for PI's, since our outcomes and incentives are likely to be very different.

The significant shareholdings register is taking an unconscionably long time to update, considering that the placing was restricted to targeted invitees and was 'done and dusted ' in a couple of hours.

The placing was sizeable enough to make a worthwhile stake or stakes possible for future project consortium members, for instance.

Let's see what emerges.

GLA

...RAM's downside protection is pretty thorough, when you consider the impact of the 'longstop' provision in the 10 Feb RNS

.."RAM also has that right to require exchange its shares in Jumelles for shares in the Company at that price after the expiry of three years from the date of the definitive documents, if the Company was entitled to but has not required RAM to exchange the Jumelles Shares. Based on today's issued share capital, if the entire Tranche One US$25m is ever converted into ZIOC shares, RAM would own at most 13% of ZIOC...."

In that case, RAM receives three layers of downside protection:

(1) 15p exchange right

Capital protection if the deal collapses.

(2) US$1.5m break fee

Process protection if ZIOC walks away.

(3) 10% alternative transaction fee

Anti gazumping protection if ZIOC signs a better deal.

Basically, RAM cannot lose economically IF the process fails.

Whoever devised the entirety of RAM's deal - structure, sequencing, timing, protections - did a pretty thorough job for them.

GLA

Hi shauny86,

I start from the premise that Tranche 1 is a part-manufactured pretext to (1) get RAM's nose under the tent and (2) 'justify' Tranche 2, in which - the real goal and prize - RAM acquires 87.5% of the project at a pre value enhancement price:

• before the optimisation study

• before the FEED uplift

• before updated NPV

• before improved economics are published

Meanwhile, ZIOC shareholders are left with:

• 12.5% at the post enhancement valuation

• and the obligation to fund their share of capex if they want to remain 'in the game'

RAM gets yesterday’s valuation. ZIOC shareholders get tomorrow’s valuation.

RAM's objective is getting Tranche 2, we can debate whether they need to complete 3 or 5 tranches of Phase 1.

Unless the whole thing is just a device to bring out another bidder.

There are certainly a lot of protections IF that's the intention

Details to follow for THAT scenario....

Cheers

Hi shauny86,

.."If RAM don’t take all five sub-tranches, they can’t take tranche 2..."

Not my read.

In fact, quite the reverse:

(1) RAM can exercise Tranche Two after paying only the 3 x binding USD5M Tranches:

"Tranche Two (US$125m) is exercisable within 18 months of completion of the final Tranche One sub‑tranche

The key phrase is “within 18 months following completion of the final Tranche One sub‑tranche”.

The “final” sub‑tranche is simply the last one RAM chooses to do.

It gets worse:

(2) Tranche Two gives RAM “up to 87.5% total,” regardless of how much of Tranche One they completed.

"Tranche Two - RAM option to purchase a further 67.5% interest in the Zanaga Project from ZIOC for US$125 million

At RAM's election, RAM has the right, within 18 months following completion of the final Tranche One sub-tranche, to purchase, from ZIOC, additional Common Shares in Jumelles for US$125 million in cash (Tranche Two), RESULTING in RAM holding AN AGGREGATE 87.5% fully diluted ownership of Jumelles.

Tranche Two is not “67.5% more”, it is “increases RAM’s total ownership to 87.5%”

Meaning:

If RAM owns 12% → Tranche Two gives them 75.5% more

If RAM owns 20% → Tranche Two gives them 67.5% more

Tranche Two is a fixed endpoint, not a fixed increment.

You have to thank the folk who structured the deal for RAM -and whoever let them get away with it at ZIOC - for that particular subtlety.

AIUI

GLA

.

hi starbright

across the 2020–2026 period, zanaga iron ore company (“zioc”) presents a materially inconsistent and selectively incomplete disclosure record concerning mr andrew trahar. from 2020 to early 2026, zioc’s rns announcements uniformly describe him as corporate development & investor relations manager, with no reference to external roles, economic interests, or affiliations. during this period, zioc does not disclose that mr trahar cofounded vision blue resources in 2021, nor that vision blue is led by sir mick davis, nor that anthony trahar, his father, is an adviser to sir mick davis and occasional director of vbr investee companies.

there was no disclosure of this overlap of interests at the time of the emergence of the control consortium in mar 2025, where trahar fils along with marty knauth was largely credited with "envisioning and structuring this entire process, driving the transaction and raising the capital."

on 10 february 2026, in the rns announcing the proposed ram transaction, zioc abruptly removes mr trahar from the shareholder contact section and reframes his position as a consultant to zioc. the company further states that the board has “consented” to him also providing consultancy services to ram. even then, zioc omits any reference to his vision blue directorship, his economic alignment with the bidder, or his familial connection to anthony trahar, a business associate of sir mick davis. this selective disclosure implicitly acknowledges a conflict while withholding its substance.

immediately after the ram announcement, mr trahar resumes publicfacing duties, including copresenting investor meetings advocating for the ram transaction, again described as zioc’s ir/cd representative. subsequent rns announcements restore him as a contact point but conspicuously omit his job title, suggesting discomfort with the earlier admission of dual roles.

only in the concert party disclosure does zioc finally acknowledge the full extent of his external interests: that he is a consultant to zioc, a board member of vision blue resources ltd, and connected to sir mick davis and to his father, anthony trahar. this appears to be the first complete disclosure of facts known to zioc * since at least 2021.

this stands in sharp contrast to mr trahar’s own linkedin profile, which presents him solely as cofounder and director of vision blue, with no reference to any zioc role, consultancy arrangement, or ram involvement. the divergence between zioc’s shifting descriptions and mr trahar’s selfpresentation reinforces the conclusion that zioc’s disclosures were incomplete, reactive, and potentially misleading.

* all of the above, of course, would be known to everyone on the board and to the nomad, panmure liberum, so very much a 'house-keeping' exercise in our opinion.

this 'disclosure' raises more questions than answers....and you know the saying about ****roaches.

gla and atb

Hi 99icecream

.."RAM I guess did not anticipate a Gulf crisis.."

Perhaps it should have. Sir Mick is pretty well-connected, I'm sure.

(1) RAM is a VBR-related vehicle, which is driven by Sir Mick and his partners.

Leaving aside Tony Trahar as Adviser and Andrew Trahar as Director, two of VBR's other Directors are Co-Founders of Gateway Partners,

See https://www.vision-blue.com/about/team/

(2) Gateway Partners describes itself generically as "a company that connects private capital to attractive investment opportunities across dynamic growth markets."

Interestingly, its partnerships include AfreximBank and it's a backer of Gagan Gupta's Spiro electric vehicles business,

See https://en.wikipedia.org/wiki/Spiro_(company)

It's a small world.

(3) More to the point, Gateways Global Advisory Council is a stellar line-up of 'connected' persons, see

https://gatewayfund.net/advisory-board/,

notably https://gatewayfund.net/team/his-excellency-mohammed-al-shaibani/.

You'd think he at least would be pretty clued-up as to anything that was going on that might affect Emirati interests.

Cheers

.."it is the Concert Party who have finally got this project moving..."

That's a Freudian slip, surely???

;->

Consistent with my above view on GLEN as the deal-blocker, I have no (major) problem with the Control Consortium's taking half the asset in Mar 2025 to get GLEN out; the gifting of 20% offtake specifically to Greymont is another matter, especially as the 'affiliation' was only disclosed a year after the event. We also have no clue as to whether GIS has monetised any of its offtake rights agreement potential and -if so- to/for whose benefit.

The Control Consortium's (apparent) abject failure to use their Elphick-touted connections, contacts and capabllities, to help ZIOC management advance this Project with the various third party finance tools that they spent their professional careers using, is another matter.

As is some of the Control Consortium constituents' involvement in the subsequent RAM transaction, which seeks to dispossess the minority private shareholders of much of their remaining economic interest.

PS In what may be another Freudian slip, yesterday's RNS introduces the concept of a ' new concert party' , which rather suggests there's an earlier one (at least).

Who do you think might be in THAT one or those...when was it/were they constituted?

Even if not a 'concert party' for purposes of the Code, it /they suggest an overlap of interests that need to be clarified, by TR-1's or otherwise surely ?

The 'new' Concert Party comprises Sir Mick, Greymont, Regatta, AT and TT (by virtue of VBM and familial relationships) + Everblue and Phil Mitchell.

HTH

.."BTW the deal says that RAM can delay, the deal for up to 90 days from 30 June 2026, so ZIOC needs sufficient funds to get to 30 September at least*.

Aso, if ZIOC breaks the deal they pay $1.5m to RAM, but ram pays nothing if they break it**.."

*Who's doing who a favour here? And when ZIOC agreed that flexibility, did they not consider the implications?

** Who's doing who a favour here? And what does it say about RAM's financial resources?

AFAICS

.."Obviously RAM cannot guarantee they will complete at the end of July, so an excess of funds is the only prudent course of action.."

(1) If RAM can't guarantee, how credible a counterpart are they (vs all the strategics that were supposedly lined up), surely all the more reason for ZIOC to have asked to see some 'earnest money', even a non-refundable deposit.

Recall that RAM's $25m is actually $15m committed and in tranches of maybe $5m per quarter ...and the $125m will be generated from the 'value addition' that ZIOC shareholders are effectively paying for by agreeing to 'pre-sell' the Project.

As to ZIOC's wcf needs , we HAD Shard for that. In cancelling it now, it's almost like there's a deliberate attempt (Heaven forfend) to create TINA - There Is No Alternative.....

And that's before any attempt to monetise our 80% of offtake or any of the other industry-standard approaches to raise thirdparty funds BEFORE tapping shareholders.

.."Elphick minimised dilution at the cost of no progress..."

None was possible because of the GLEN block, as described recently.

A case of 'recollections may vary' , I guess, if I'm being charitable.

Hi millerston

"Institutional investors are investing in ZIOC not Jumelles."

Oh look!

Is that a twin track I see before me?

.."running on fumes on no small part due to the paucity of funds raised by Shard..."

That was because, in those days when he still ran the show, Elphick to his credit was keen to minimise shareholder (and his tbf) dilution.

See the specific provisions in the Shard facilities.

O tempora! O mores!

Continued...

(5) "You agree the Placing was a good thing?

Retail investors were not left out. The had a small window of opportunity, all night to sleep on it and the door was held open for them to buy in at

much the same price as the concert party on Friday."

- The [Private] Placing was a very Bad Thing [for PI's] it was wittingly massively oversubscribed, after all participation was by invitation. The Retail Offer - which was capped at £ 500K or 12.5 million - was open to the informed for a few hours, your suggestion that the 'door was held open for them the next day ' would amount to share price manipulation. Really?

(6) "token disclosure

Nothing token about it. They have disclosed the concert party control 32.67% of ZIOC shares. Greymont et al are private companies, the

constituent shareholders are none of your business."

-Au contraire.

"TR-1's are not applicable. Their shareholdings were disclosed when they funded the Glencore buyout."

- No they weren't.

Purpose of a TR-1:

Regulatory compliance and transparency

DTR 5 requires certain shareholders and holders of financial instruments (e.g., those falling within DTR 5.3.1R(1)) to notify the issuer and the FCA when their holding reaches, exceeds, or falls below a specified threshold .

The ownership details are part of the legal and beneficial ownership disclosure, helping to meet transparency obligations.

2. Identifying ULTIMATE controlling persons

The TR‑1 form collects:

The legal owner of the shares (often a nominee company)

The beneficial owner (the person/entity that holds the commercial benefit)

The fund manager (if applicable)

THE ULTIMATE CONTROLLING PERSONS AND ANY CONTROLLED UNDERTAKINGS which voting rights are held

This is important because voting rights can be held indirectly THROUGH A CHAIN OF COMPANIES OR TRUSTS, and the TR‑1 MUST TRACE AND REPORT THE ULTIMATE CONTROLLER.

3. Public disclosure

Once the TR‑1 is submitted, the issuer is responsible for making the information public as part of its governance and investor relations programme.

THIS ALLOWS INVESTORS, ANALYSTS AND THE MARKET TO SEE WHO HOLD SIGNIFICANT INFLUENCE OVER THE COMPANY.

4. Governance and risk management

For the issuer, the ownership data helps:

Monitor concentration of control

ASSESS POTENTIAL CONFLICTS OF INTEREST.

Support board and shareholder engagement strategies

Wouldn't anyone with a fiduciary responsibility to shareholders - the NoMad, the Directors, the Company lawyers - want TR-1s in the 'normal' course of events, never mind when - in this case:

(1) there's literally $ billions at stake ; and

(2) there's at least some Venn-diagram overlap between GreymontBay/Regatta; GIS; RAM ; and VBM (Sir Mick, the Trahars, etc)

(7) "twin track approach - You've lost me."

This transaction - see (3) above - may conceivably be a 'Plan B' for maximising wealth transfer in case Plan A fails for whatever reason.

HTH

Hi millerston,

Dealing with your points seriatim:

Ex,

(1)" You would prefer more dilution ?"

- No. At Investor Meeting, MK justified RAM terms by comparing what a 'go-it alone' approach would have involved : raising $25M - at a cost of maybe 30% dilution- to progress to preFID, which would have kept ZIOC ownership of the Project at 100%.

Instead, we were presented with the RAM proposal for the same raise $25M, but which subsequently deprives ZIOC of 87.5% of the Project....at a pre-value enhancement price.

And now -because RAM deal closing is delayed (for whatever reason), there's a pivot and a 'need' to raise funds urgently, which results in a mostly gratuitous further 18% dilution, to raise a measly $ 7.7M...

(2)" It's a fund raising not an exercise in housekeeping."

-It's mostly a 'tidying up' exercise, as with the 6 May announcement : half-addressing concerns we've raised here and elsewhere re various irregularities or non-disclosure.

(3) "Pretext ? No they're telling you it's for bulk sampling, $1.6m."

-Which suddenly 'can't wait' ...and they're happy to raise another $6m contingency at 4p. Looks like a pretext to me.

"If $1.6m spend balloons to$3.2m RAM will reimburse us $2m. Not getting an open cheque book."

- Whoopee.

"Shard deal (i) cost us money, (ii)was slow with unpredictable cash flows and (iii) was opaque. Were Shard favouring anyone and at what price ?"

- (i)5% of sums raised...so an incentive to get the best price; (ii) fast enough for ZIOC's WCF needs, minimising dilution (iii) was opaque in that subscribers were likely (?) frends or connected parties. What part of yesterday's restriction to 'invited placee' don't you understand?

"Thursday's fund was more efficient and transparent."

See above.

More efficient and transparent would have been to suggest that RAM show some financial capability , commitment and good faith and advance $ 1.6m to meet the 'immediate need', with a refund going the other way in due course.

Seems more shareholder-friendly to me , but evidently not to 'our' top-notch negotiators.

What do YOU think?

(4) "How do you propose paying the directors deferred fees ?"

-When they've achieved something...and perhaps on a schedule matching the timing that the other shareholders will 'enjoy' under the RAM proposal.

"Directors have chosen shares over cash , what share price should we use to calculate their share entitlement ?

TBD - something formula-based that doesn't give them a perverse incentive to push the s/p down.

Again, what do YOU think?

Continued....