Member Info for extrader

There seem to be a lot of smoking guns - it's a bit like the aftermath of the gunfight at the OK corral out there - we're spoiled for choice, so I'm not going to try and guess which one MM is coyly alluding to.

GLA

Copilot's take after reviewing the 2024 comparatives (NB issued 5th December, when the 'on boarding' of the new shareholders was likely already in the works) :

.."Zanaga AGM Resolutions Comparison (2024 vs 2025)

Resolution 2024 AGM 2025 AGM Change / Implication

8 – Authority to issue shares (Rights Issue) 450,528,981 554,920,000

Authority increased by ~104m shares (+23%). The board has more capacity to raise capital via rights issues, which could mean greater dilution risk but ensures existing shareholders can participate proportionally.

8 – Authority to issue shares (Allotment) 450,528,981 277,460,000

Authority reduced. In 2024, the allotment figure was unusually high (not aligned with standard one‑third practice). In 2025, it has been reset to one‑third of issued capital, tightening the board’s discretion outside rights issues.

9 – Disapplication of pre‑emption rights 450,528,981 166,476,000 Absolute number reduced to 20% of issued capital, reducing board’s flexibility.

10 – On‑market purchase (buyback authority) 101,369,021 124,857,000 Authority increased in absolute terms, but percentage remains 15%. Buyback capacity scaled with the larger share base, giving the board more room to support the share price or adjust capital structure.

Plain English Commentary

Resolution 8 (Issuance):

Rights issue authority has expanded significantly, giving Zanaga more fundraising firepower.

General allotment authority has been cut back to one‑third, aligning with UK norms and reducing discretionary issuance risk.

Resolution 9 (Pre‑emption waiver):

Reduced flexibility, but the board can still issue a sizeable block of shares to new investors without offering them first to existing holders.

Resolution 10 (Buybacks):

Buyback authority increased in raw numbers, but percentage stayed at 15%.

This gives the board more room to repurchase shares, potentially supporting the share price or concentrating ownership.

Overall Takeaway

Compared to 2024, the 2025 resolutions shift emphasis toward rights issues (where existing shareholders can participate) while tightening general allotment authority. Pre‑emption and buyback powers remain steady in percentage terms, but scaled to the larger share base.

This balance suggests the board wants greater capital‑raising flexibility but is also moving closer to best practice norms on allotment limits."

HTH

Comments welcome!

Worth having a look at the Notice of AGM and its resolutions.

I've asked Copilot to put these into plain English and comment on implications.

"Resolution 8 – Authority to Issue New Shares

Plain English: Seeks permission to issue new shares in the company.

Up to about two-thirds of the company’s shares if it’s done through a rights issue (where existing shareholders get first chance to buy).

Up to about one-third of the company’s shares in other situations.

Implications:

This gives Zanaga flexibility to raise money quickly if needed, without calling another shareholder vote.

Would dilute existing shareholders’ ownership if new shares are issued, but rights issues usually protect them by letting them buy in proportion to what they already own.

A standard resolution, but the size of the authority (two-thirds) is relatively large.

Resolution 9 – Disapplication of Pre-emption Rights

Plain English: Normally, existing shareholders have the right to buy new shares first. This resolution allows the board to skip that rule in certain cases.

Specifically, they can issue up to about 20% of the company’s shares for cash WITHOUT offering them to existing shareholders first.

Implications:

This gives the board MORE FREEDOM TO BRING IN NEW INVESTORS OR STRATEGIC PARTNERS QUICKLY.

Existing shareholders would see their ownership diluted if they’re not offered the chance to participate.

The 20% figure is higher than the usual UK “best practice” guideline (normally 10% + 10% for special cases), so it signals the company wants extra flexibility.

Resolution 10 – Share Buybacks

Plain English: Seeks permission to buy back up to about 15% of the company’s shares from the market.

Sets limits on the minimum and maximum price they can pay.

Implications:

Buybacks reduce the number of shares in circulation, which can boost the share price and earnings per share.

It’s often seen as a way to return value to shareholders if the company has spare cash.

It also gives the board a tool to manage the share price or capital structure.

However, if used aggressively, buybacks can concentrate ownership among large shareholders.

Overall Takeaway

Resolution 8 = permission to issue lots of new shares (potential dilution, but flexibility to raise funds).

Resolution 9 = permission to issue some shares without offering them to current shareholders first (greater flexibility, but weaker protection for existing holders).

Resolution 10 = permission to buy back shares (can support the share price, but depends on cash availability).

Together, these three resolutions give the board wide flexibility to manage the company’s capital — raising money, bringing in new investors, or buying back shares — without needing constant shareholder approval. For investors, the key tension is between flexibility for the company and protection against dilution.

For comparison, last year's equivalents follow.

.."Unfortunately the NDAs here seem to go on for ever and obviously exclude other interested parties which I can’t see is good for shareholders..."

The only NDA that's been suggested/speculated AFAIAA is that of the EPC contractor - believed to be PSEI- which AFAICS is also associated with the successful DRI grade testing in China, the pelletisation/beneficiation plant study , the slurry pipeline upgrade study and the dry tailings study...in other words, 'China Inc'.

It seems to be a 'given'- not least by ZIOC's own indications - that most of the WORK will be done by China Inc, the issue for debate/discussion/negotiation is the extent to which China Inc has OWNERSHIP of the Project.

I don't think non Chinese iron ore suppliers want that; I don't think ZIOC management want that; I don't think the West wants that; I don't think Congo-Brazzaville wants that ; it may well be that even the Chinese don't want that - at least, not yet - not least because it puts them in a very public spotlight.

I'm also pretty sure that any seriously interested and qualified parties will either have worked out for themselves - or been told informally by ZIOC - the identity of any NDA counterpart.....so that's not an obstacle to 'preliminary negotiations' taking place.

The current radio silence may also be related to the timing of some specific condition precedent, one obvious example being the outcome of Rio's strategy review of its iron-ore business - not only what IT intends to do or not do but also how OTHERS will react to whatever it decides.

You're right though that the 'umble private shareholder will be the last to know!

Just IMO, feel free to ignore, dismiss or challenge (preferably with reasons).

GLA and ATB

Hi Jiving,

Thanks for quoting 'chapter and verse'.

We've obviously missed the 10th Dec date stated in the 1st Oct 25 RNS (barely 7 weeks ago) - I wonder why mention in the first place? - historically they've had between 20 and 22 days between notice and event.

Oh well, back to the drawing board....and to awaiting news.

GLA

.."Is anyone attending the AGM?.."

It's supposed to be the 10th Dec, they're cutting it pretty fine if min notification required is 14 days...

Agree that there's lots of overdue (value enhancement) and simply missing (TR-1s) to explain.

I hope to make it this year.

ATB

Https://engineering.fb.com/2025/11/17/connectivity/core-2africa-system-completion-future-connectivity/

Arranged by Meta (Zuckerberg's baby).

Pretty ambitious scale.

Some logistical challenges for the link to C-B and DRC caused by the undersea channelling caused by Congo River outflow. Helpful graphics.

And now a carrot (not to BHP), instead of a stick...

https://www.reuters.com/world/asia-pacific/china-signs-agreement-revamp-tazara-railway-zambia

-TAZARA railway revamp to boost freight volumes significantly

-China deepens ties with Zambia amid U.S. and EU competition

-China is Zambia's top creditor, wants to highlight BRI projects

China signed a $1.4 billion agreement with Zambia and Tanzania on Thursday to modernise the TAZARA railway linking landlocked Zambia to the Indian Ocean.

The railway, financed by China in the 1970s to facilitate copper exports and fuel imports through Tanzania, remains a critical trade route and is widely seen as countering the U.S. and EU-backed Lobito Corridor - a route from Angola through Zambia to the Democratic Republic of Congo.

A representative of China Railway Corporation said the works on the 1,860 km (1,155 mile) railway line will include the rehabilitation of stations, the track, tunnels, bridges and construction of other infrastructure along the corridor.

The revamp is expected to raise freight volumes on the line to 2.4 million tonnes annually from 100,000 tonnes currently....

China is Zambia's largest official creditor, owed $5.7 billion, and Beijing is keen to highlight countries that are model members of President Xi Jinping's flagship Belt and Road infrastructure initiative.

On Monday, Zambia issued a licence to a joint venture with China's Fujian Xiang Xin Corporation (FJXX) to build a $1.1 billion crude oil refinery and energy complex, underscoring China's growing economic footprint in the country.

China said that together with Tanzania and Zambia, the three countries would strengthen cooperation around the TAZARA railway and promote trade among African countries, according to a statement by the official Xinhua news agency.

They will support the implementation of China's policy of granting zero tariffs for African countries that have diplomatic relations with the country, "encourage the localisation of production and processing in Africa, and expand the exports of high-quality products to China."

They will promote the development of existing industrial parks and zones along the railway line and surrounding areas, the statement said..."

Some overlap with China's co-operation with C-B...

GLA

And China ratchets up the pressure:

https://www.reuters.com/world/asia-pacific/china-expands-bhp-iron-ore-ban-new-product-talks-drag-sources-say-2025-

.."Nov 20 (Reuters) - China's state-owned iron ore buyer has ordered steel mills and traders to stop purchasing a certain type of BHP (BHP.AX) iron ore, sources said, adding to a separate ban already in place and escalating a dispute over a new contract.

China Mineral Resources Group (CMRG), set up in 2022 to centralise iron ore purchasing and win better terms from miners, asked Chinese steel mills and traders this week not to buy new cargoes of Jinbao fines, a type of low-grade iron ore from the world's third-largest iron ore miner BHP, according to two sources familiar with the matter.

"CMRG told mills that they are not allowed to take delivery of Jinbao fines from ports IN THREE DAYS ... so there might be a hustle and bustle at ports these few days," said one of the sources.

CMRG may have chosen to target Jinbao fines instead of other BHP cargoes because trade in the lower-grade iron ore is VERY SMALL and THE BAN WOULD NOT DRASTICALLY DISRUPT THE MARKET..."

Ho hum.

Two headlines today that highlight the strategic challenge - and opportunity - that ZIOC represents:

(1) hTTps://www.reuters.com/world/asia-pacific/stand-off-between-chinas-iron-ore-buyer-bhp-tightens-iron-ore-supplies-sources-2025-11-20

China's centralized purchaser CMRG continues to freeze out BHP, buying instead from RIO.

.."Trade of Jimblebar fines is still frozen in China, leaving mills that previously used it switching to a substitute, Pilbara Blend Fines (PBF), rival Rio Tinto's (RIO.L), opens new tab, (RIO.AX), opens new tab flagship product, resulting in a rapid drawdown in PBF inventory, the sources said......

Portside inventories of [Rio's] PBF began falling in mid- to late September and were down by around 40% to 6.5 million tons on November 18, the lowest since August, according to two of the sources with knowledge of the matter.

By contrast, portside stocks of Jimblebar fines, which account for around a quarter of BHP's production, continued to pile up, surging by 156% over the same period, one of the sources said."

Meanwhile

(2) hTTps://invezz.com/news/2025/11/20/iron-ore-shipments-surge-as-china-drives-australias-trade/

Key takeaways:

.."- Port Hedland iron ore shipments hit a record October high as China’s buying stays strong.

- China’s steady demand supports Australia’s mining sector despite global economic pressures.

- Rising African supply may pressure prices, but Australia remains a key exporter to Asia."

RIO's dilemma : does it

(1) 'stick' with Simandou (higher ore quality than Australia, but with ROI already affected by high initial CAPEX , high ongoing OPEX, and the prospect of MORE CAPEX as Guinea presses for extra downstream investment in ore processing, despite unfavourable energy economics?

(2) 'fold' and do a strategic asset swap out of its minority 25% stake in Simandou and reduce its TOPCO politically contentious Chinalco stake?

hTTps://www.reuters.com/sustainability/sustainable-finance-reporting/rio-tinto-weighs-asset-for-equity-swap-with-chinalco-end-governance-gridlock-2025-10-22

or do a creative shift

(3) 'twist' and offset the 'negative' effects/impacts of (2) by seeking a majority stake in development of Zanaga, with material infrastructure support from the Chinese ?

ZIOC offers higher ore grades; cheaper logistics, lower CAPEX and OPEX, therefore prospectively much better ROI over project lifetime; RIO gets an opportunity to 're-base' its relationship with China, whilst consolidating its competitive position domestically vs BHP.

In so doing , RIO 'trades up' from one high cost /sub-optimal returns investment with lots of baggage for a lower cost/higher prospective returns investment that represents a 'fresh start'...and which -if successful - Trott would be clearly linked to?

China meanwhile retains the upper hand commercially and strategically, with extra flexibility from access to additional high-end supplier to the niche but growing DRI market.

'

.."When Argentina nationalised the minority shareholders, Repsol were made whole but Eton Park were told to take a hike."

Repsol was made whole because Spain got the EU to threaten Argentina with economic sanctions if it didn't.

Argentina has been 'rumbled' in the courts - hence the $16 Bn judgment against it...and is being gradually brought to heel.

Once Milei has solidified his position, there'll probably be a negotiated settlement with Eton and the major plaintiff Peterson.*

*Although the main beneficiary will likely be Burford (BUR, the litigation financier. I hold).

Both are Jewish...and Milei is a sympathiser (qv my earlier somewhat unPC observation).

HTH

Hi millerston

It wasn't a sermon, rather a clarification.

Mindich was behind Eton Park's investment in YPF, and oil company.

Not a mine, but a mineral resource with lots ov overlap/readacross to the mining sector.

As onetime head of equities at GS, he's likely to have some relevant experience at deal-making, I'd venture, and if he didn't he'll have a useful Rolodex of people who do.

I've suggested from AT's comments that the new group are more interested in doing a deal than in owning/ running a mine, his skill-set seems relevant to that goal.

Do you think otherwise, if so pray tell.

ATB

'He's not Warren Buffett.'

'Warren Buffett' isn't (always) Warren Buffett :

A quick check with AI makes clear that "Warren Buffett, despite being one of the most successful investors, has made several notable mistakes throughout his career, including poor investments and missed opportunities.

Notable Failed Investments

Berkshire Hathaway: Buffett has referred to his initial investment in Berkshire Hathaway, a failing textile company, as the "dumbest" stock he ever bought. He invested in it in 1962, believing he could profit from its closure. Instead, he ended up taking control of the company and trying to keep the textile business alive for another 20 years, which he estimates cost him $200 billion in potential value.

Waumbec Mills: In 1975, Buffett purchased Waumbec Mills, another struggling textile company. This investment also turned out poorly, as the mill had to be shut down shortly after the acquisition.

ConocoPhillips: Buffett invested heavily in ConocoPhillips in 2008, betting on rising oil prices. However, he bought in at too high a price, leading to significant losses when oil prices fell.

Dexter Shoe Company: This acquisition in 1993 was particularly costly because Buffett used Berkshire stock as payment, which he later valued at $5.7 billion. The company failed, making this one of his worst deals.

British Retailer Tesco: Buffett hesitated to sell his stake in Tesco, which ultimately resulted in a loss of $444 million for Berkshire Hathaway.

Missed Opportunities

Amazon and Alphabet: Buffett has expressed regret over not investing in Amazon and Alphabet (Google) when he had the chance, despite recognizing their potential early on. He admitted that he did not understand the business models well enough at the time..."

HTH

A couple of things to take into account :

(1).." I'm not sure why it took the Company Secretary until the 17th to RNS a shareholding change that was reported to them on the 12th..."

ZIOC may well have been wrong-footed by the timing, I'm not sure that the (any?) new consortium group members interests/intentions are always 100% aligned. Mindich may have an independent strategy and - for example - is testing the waters or sending some kind of signal (what? and to whom?) in consciously 'coming out' from under cover.

(2) As folk have pointed out, the guy is a billionaire. If the thesis is correct - that he's one of the initial group - his 24.65m initial purchase was at approx 4.1p per share = £ 1m and his to pup 12 million was another £1 million, say.

In other words, 'significant' to ordinary PI's, but almost certainly a sideshow for him.

Especially considering all the other 'stuff' that's going on at the macro level right now.

Perhaps you could ask AI to add these (possible) timing and (definite) 'materiality' issues into its assessment.

Cheers!

.."WoodMac nailed it, 'Zanaga might never get developed'..."

That was their last (June 2024) opinion.

A lot has happened since then.

Ref Keynes.

IMO

.."Is Mindich a freemason too? Every little helps..."

Not sure. But if that does indeed help, Big Den seems to be a 'gros fromage':

https://usafricanews.net/freemasons-and-african-presidents-secret-power-or-new-colonization/

and

https://www.africaintelligence.com/central-africa/2025/09/29/congo-grand-lodge-holds-agm,110527215-bre

.."Congo Grand Lodge holds AGM

On 18 October the freemasons of the Congo Grand Lodge will hold their AGM in Brazzaville for the first time in two years, at the invitation of Grand Master Denis Sassou-Nguesso...."

As the KJV says, John 14.2

'In my Father's house are many mansions'...

HTH

Whilst waiting on developments, 2 x snippets posted 'pour memoire' as much as anything...

(1 ) Some insight into ZIOC's - or at least AT's thinking

https://theminingyearbook.com/africa/2025/zanaga-plots-route-from-rust-to-riches/

AT makes the business case (I'm not sure where), citing i) Pilbara quality decline; ii) ZIOC DRI grade; and iii) increased application of EAF.

As for next steps, he says :.." ZIOC is funded for at least the next 12 months while it builds and communicates its investment case about the project. Bulk sampling is another important milestone. Essentially, the project has a bankable study it has updated.

The big question after that is how to finance the capital. Options include a partial sell-down of shares by the consortium. Offtake with a project builder is another. “There are so many different ways in which you can cut the cake here, and we’re going to have to run this process down with our strategic partners before we can actually reach a final conclusion,” says Trahar.

It’s also worth noting the project’s backers are private equity AND WILL BE MINDFUL OF AN EXIT. “We’re value-driven,” says Trahar. “As a company, we have to be focused on value rather than the emotion of chasing operational status for the project.”

(2) Some more connections, after another look at BSL (which has Australia's Mineral Resources, Champion Iron/GLEN, Mitsui Australia and - seemingly - PSEI as other shareholders):

I've already remarked on the anomaly that Julian Treger - whose CoTec Holdings has a modest 3% shareholding- remains (filing Oct 2025) a person with 'significant influence or control' at BSL and speculated that he's the voice of BSL's largest shareholder Concord Atlantic, Bermuda (which despite owning 26.4% appears otherwise unrepresented).

I now see that CoTec's own BoD includes, amongst others:

https://www.cotec.ca/about-us/board-of-directors/

- Chair Lucio Genovese, ex GLEN head of CIS region and current Chair Ferrexpo; and

- NED Tom Albanese, Chief Executive Officer of Rio Tinto plc from 2007 to 2013 and as Chief Executive Officer and Director of Vedanta Resources plc and Vedanta Limited from 2014 to 2017.

So, a few more industry contacts and connections that might - if they wished- make an 'informal but informed' assessment of the worth of ZIOC's ore.

AIUI.

GLA

.."hey have the wherewithal, and have like done so before, to go after directors of companies thet mess them around..."

More than just 'likely' - as I pointed out, Mindich's Eton Park legacy portfolio includes a 'live' claim for approx USD 1.7 Bn gross out of a USD 16 Bn award against Argentina for expropriation without compensation of a shareholding it had in YPF, the Argentine oilco.

And, whilst considering what else Mindich might bring to the table, it would be remiss to overlook his strong Jewish connections, potentially useful from an industry, financial and political perspective.

GLA

An interesting article here

https://www.semafor.com/article/11/17/2025/trump-and-africas-critical-minerals-misunderstanding

which basically says that - for all the hype about 'rare earth minerals' in Africa - it's the developed world that needs these and that, for African development purposes, bulk minerals -specifically iron and coal - are (or should be) seen as much more important/relevant :

.."The most frustrating statistic in African geoeconomics is the claim that the continent has 30% of the world’s mineral reserves....

Africa’s share of global “critical minerals” production and reserves is actually less than 5%. Some, in trying to explain Trump’s renewed Africa interest, have specifically claimed African countries are rich in rare earth minerals, but again, that’s just not true. Only two African countries — Madagascar and Nigeria — produce any significant quantity of rare earths, and together, they make up barely 4% of the global total.

For example, rare earths as a category is a low-sized economic affair — projected at approximately $8 billion by 2032. That is less than half what Ghana alone earns from gold nowadays.

A rational approach would see priority given - in order - to copper, potash and phosphates (hello, KP2 !), aluminium, manganese and iron ore....

The list favors bulk-industrial minerals. When Europe was industrializing during the 19th century it was a world-leading producer of the minerals most critical for its modernization such as iron and coal. Hence why the EU first emerged as a steel and coal club.

Africa today is, for the most part, deficient in copper (from a reserves standpoint), potash, and most steel-making minerals.

Should Africa’s current industrial output double, most African countries would become major net IMPORTERS of various critical minerals. Only a truly workable regional integration strategy would save the day...."

GLA

Good stuff!

- I'm not sure why it took the Company Secretary until the 17th to RNS a shareholding change that was reported to them on the 12th.

- If the reporting threshold (over 3%) was crossed on the 11th, that was likely a result of the 2 x large trades that day for 11.6m, which increased a previous holding of 24.65m (or 2.96%).

- it also seems likely that the 24.65m earlier owned by Mindich/ his family office Everblue was part of "the balance 123,255,823* issued to other subscribers (Mick Davis, MK , AT + the Saudi?)".

[*416,860, 475 were issued, Greymount, Gupta and Regatta took 293, 604, 652 (152,131,783 + 83,333,334 + 58,139,535) ]

- Mindich was co- founder (2004) and CEO of Eton Park Capital Management, a multistrategy hedge fund firm that he co-founded with a Goldman Sachs colleague Edward Misrahi. It was one of the most significant hedge fund launches in history, with $3.5 billion in seed money largely from former Goldman colleagues.

Under his leadership, Eton Park quickly became one of the largest hedge funds globally, managing over $14 billion in assets at its peak. However, due to performance challenges and changing market conditions, Eton Park returned capital to investors and ceased its operations in 2017.

https://tradersunion.com/persons/eric-mindich/

- Eton Park's legacy portfolio includes a 'live' claim for approx USD 1.7 Bn gross out of a USD 16 Bn award against Argentina for expropriation without compensation of a shareholding it had in YPF, the Argentine oilco.

https://www.burfordcapital.com/insights-news-events/news-press-releases/burford-capital-statement-on-ypf-damages-ruling/

- apart from his first-class financial connections and firepower, Mindich is on the Advisory Council of the Hamilton Project, a think-tank, and rubs shoulders with a galaxy of US 'movers and shakers', see https://www.hamiltonproject.org/about/advisory-council/

The disclosure of Mindich's stake in ZIOC adds material weight/credibility to the investment thesis, IMO.

NAI, DYOR, etc etc

GLA

GLA