Member Info for extrader

Hi 99icecream

We're aligned on all 3 points.

ATB

Some thoughts on latest developments:

(1) The outcome of the Placing exercise results in 990/832 = 18% dilution (incl deferred fees catch-up), to raise US$ 7.7 million.

This compares with MK's InvestorMeet statement 2 months ago that a ZIOC placing to raise $25Mn (retaining 100% ownership of the Project) 'would have entailed unacceptable 30% dilution'.

(2) This exercise - like the 6th May RNS - seems to be belated 'housekeeping', addressing - partially- some of the irregularities identified on this board and elsewhere.

(3) The ostensible pretext - need to pay for urgent bulk sampling and earthworks - is $ 1.6m of the required amount, the rest (including an opportunistic /understandably enthusiastic oversubscription) of the amount raised is for working capital purposes. This has historically been met on an inexpensive and minimally dilutive 'as needed' basis by the Shard facility....which it turns out was available but has now been cancelled.

It's worth noting that the RAM Side Letter only contemplates refunding up to $2.0M of any bulk sampling + related expenses in the event that transaction proceeds and is silent on the question of the application of the (enlarged) working capital raised.

(4) The Directors have taken the opportunity of the favourable share price to catch up on deferred fees since Feb 23 and in a neat bit of circularity, MK considered this First Related Party (their) transaction a Good Thing and the members of the First Related Party in turn considered the Second Related Party transaction (his) another Good Thing.

(5) The Placing itself - by invitation - closed in barely 2 hours and was significantly oversubscribed (placees also know a Good Thing when they see one), afterthought Retail investors were predictably left out, taking less (2.3mn) than 1/10th of the shares picked up by Directors and management.

(6) There was token disclosure of shareholdings: as Jiving has quoted, the 'new concert party' is estimated to hold 32.68%. However, the only bit of 'news' is that (i) AT and his father Tony are included (one of the more obvious conflicts in our regulatory submission); and (ii) Everblue is confirmed as being part of Greymont consortium. Cutifani is described as an adviser to Heeney and shareholder in ZIOC, but we have no greater idea of the constituent shareholders of Greymont/Regatta or of the holdings (if any) of Sir Mick, AT, TT and Phil Mitchell in either of them or of RAM.

The request for TR-1s for Greymont and Regatta (first raised in March 2025) has continued to be ignored by both Company and Nomad ; and this opacity persists over the ownership of Gulf Iron and Steel and RAM itself.

(7) Lastly, the flagging of references to the Code, its Takeover Provisions and the circumstances of a 'Mandatory Offer' may be just a required part of routine disclaimer language OR indications of a 'twin track' approach.

AIUI, NAI, DYOR

.."It only feels like that if you bought into the fantasy of NPV of 400p/800p."

The March 6 2026 Presentation p 17 shows a Stage 2 NPV of $4,897 million.

At current FX that's around £ 3,627million.

Current shares in issue are 832,379,996

That's £ 4.36 a share.

AND ...on an NPV that's 'rowed back' from much higher NPVs quoted in earlier presentations.

Mainly by limiting itself to a $130/t iron ore price @ 68%, with no allowance for Anglo American's forecast uplift to to $175/t...which brings the NPV back to $10.1 Billion - see p 34 of same Presentation.

I'll leave you to do the maths.

Meanwhile, a suggestion: 'Don't give up the day job'.

HTH

.."Do you think the Board kept half decent offers from shareholders and waited till RAM came along with their crap deal of the century.."

'C'est une grande question'

Voltaire, 'Candide'.

AFAICS

Let's examine this:

"It's not a multi billion dollar resource without development capital."

- Statement of the obvious

"RAM are offering $150m to kick start the project. They want something in return, 80% of the offtake."

- RAM (including Greymont) want 87.5% of the Project. Greymont consortium already has 50% + of ZIOC, so combined have 93%+ of the Project (assets + income).

-ZIOC (50%+ Greymont consortium ) has 80% of offtake (at present; some of which it will share with the developer consortium); Greymont has 20% of offtake (which it may already have monetised for its own purposes).

"$150M is not enough to bring the mine to production but it may help derisk the project and attract another suitor."

- Yes, that's broadly the plan that we understood ZIOC was following.

"RAM will likely have to trade that 80% for more capital."

That's a moot point. See above.

"It's the only offer ZIOC have ever received."

How do you know?

"Reject it at your peril."

Greymont Bay consortium speak for 50% plus, if you add Elphick's stake and assorted others they're already comfortably over the 50% needed to pass any EGM resolutions at Projectco level.

That's why this structure was chosen -structuring the transaction at subsidiary level (a)voids the protections ordinarily associated with a PLC-level disposal, including independent valuation and the application of the UK Takeover Code.

All AIUI, DYOR etc.

HTH

.."Come off it. Forced out by who?"

(1) It inherited the asset when it took over Xstrata;

(2) It had written down the value by then, extracting (geddit?) any tax losses;

(3) It - under Glasenberg- had no interest in greenfield;

(4) It - under Glasenberg- was anathema to the Chinese for his /its role in iron ore price manipulation, only latterly countered by the set-up of CMRG;

(5) It had entered into several oil pre-finance deals with SNPC (under Little Den) that were apparently dubious....and also not settled on maturity;

(6) It had wider issues with the US DoJ and other jurisdictions, facing and settling substantial corruption charges;

(7) It wanted under Nagle to rehabilitate its image, successfully it would seem given its recent DRC transactions working with the US administration;

(8) It was 'harrassing' the C-B govt (per media reports) for settlement of its overdues, which happened shortly before the takeout.

That should be enough pressure/motivation to close a deal.

And there could well be 'carrot' as well as 'stick':

It's also possible, given the opacity of the various counterparts and the 'murkiness' of the mining sector generally, that there's a part of the exit terms that we'll likely never know - it could be as simple as a verbal agreement to a favour, a concession or a trade-off somewhere else, between connected but so far undisclosed parties.

All AIUI, IMO etc.

GLEN was effectively a 'forced seller', as you may recall....so not really a valid yardstick.

Regrettably, no.

The remedy is a better - ie fairer- deal for the minority shareholders.

Things are 'in the works' that should help that process along.

I note that you still haven't made clear whether you have any 'skin in the game' beyond an altruistic concern for others, which is of course very commendable but of little practical value.

I'll leave it there.

If investor confidence has been damaged by the terms of the RAM deal, then logically the remedy lies in lobbying or otherwise persuading RAM and / or ZIOC to revise said terms.

What aspect(s) of the deal do YOU think investors are most concerned about ...and what do YOU think it would take to persuade RAM and / or ZIOC to consider paying attention to your concerns?

Then proceed accordingly.

If you think 'resistance is futile', just say so.

I've declared my interest and objective, what's your agenda?

If my objective is to travel to, say, London, there's a wide range of options, depending on distance, time available, budget, logistics, weather, random events (strikes, roadworks, derailments) etc.

On foot, bike, motorbike, train, road (B, A, motorway), by air etc ...or a mix of the above, as the situation evolves.

On a pilgrimage it's often said that the journey matters as much as the destination : the 'how' is almost as important as the 'why'.

Here, it's very much - for us - about the why.

And the 'why not?'. Some things are beyond price.

Hat tip to supernumerary

https://youtu.be/Hd7Qvt2gLO0?t=3284

"I'm not sure how good a judge Gervais Williams is, but he ends on a nice note: 'We love the scale of the opportunity from here'"

:¬)

.."It is simply designed to keep pressure on the company and counterparties" by the various legitimate means at our disposal.

If we are successful, the outcome will almost certainly be positive for minority shareholders (it could hardly be worse ;-<).

What form that will eventually take is an internal matter for the various parties involved to decide, who will have their own priorities and agendas and different sensitivity to commercial, reputational, political, strategic, regulatory and legal risks (amongst others).

We're not particularly concerned about the structure or minutiae of any off-ramp - or whether it's renegotiation, restructure, 'realignment' or even an improbable 'white knight', so long as the outcome is transparently fair to ALL shareholders.

That shouldn't be a high bar, but unfortunately in this case it is.

BTW, my 'concern' is as an aggrieved shareholder of long standing who - to put it crudely - sees this 'Binding Offer' as attempted financial r*pe.

And your 'concern' is....?

HTH

".. what outcome are you actually seeking?

Is it:

RAM removed from the transaction?

ZIOC retaining more than 12.5%?

A royalty?

Full disclosure of RAM / Greymont / GIS ownership before any vote?

An independent valuation?

A revised shareholder vote structure?

Regulatory intervention?.."

There are lots of ways this could play out. It's a fluid situation.

We're open to whatever permutation delivers the best outcome, recognising that we're working with different parties that (may) have their own agendas and priorities.

Progress is slower than we'd hoped but measurable.

It's at least possible that the latest RNS is in part a reaction /attempted response to our observations, for example....as was the InvestorMeet in response to more wide-spread criticism from investor boards and indeed the market.

We're just mushrooms, seeking sunlight and a change of diet.

Why disclose anything sensitive on a public forum, much less engage with an armchair critic?

'It's a mystery'.

If you write to Panmure, here's a refresher on 2 matters that go to the crux of the deal - the identities of the parties behind

(i) the Greymont Bay consortium, including Regatta) both managed by Heaney Capital;

(ii) Gulf Iron and Steel, gifted 20% of ZIOC's offtake for NIL consideration, retrospectively acknowledged to be an associate of Greymont Bay; and

(iii) RedArc Minerals, which is.."backed by, among others, certain individuals and groups who participated in ZIOC's fundraising in 2025, including Sir Mick Davis and Heeney Capital..."

(i) After the March 2025 deal, neither Greymont nor Regatta provided the TR-1s customary for significant (3+% shareholdings), nor did any of the other 'notables participating'. This issue was raised at the time and subsequently with both Panmure and ZIOC (AT).

(ii) After the March 2025 deal, questions were asked as to the ownership of GIS, it wasn't until the InvestorMeet nearly a year later that GIS was acknowledged to be an 'affiliate' - which implies ownership overlap- of Greymont Bay.

We as owners of ZIOC still don't know the EXTENT of overlap, never mind any /what use Greymont Bay may have already made in 'monetising' this valuable economic asset gifted to them.

This is what AT had to say at Investor Meet on (1) Greymont Bay/RAM relationship and (2) Greymont Bay / GIS relationship.

(1) Question from John:

Andrew: “John — you asked who the leading mining industry veterans are in RAM, whether they are related to Greymont Bay via Heaney, and whether there are other entities involved that are part of RAM.

We have already disclosed Sir Mick Davis and Heaney Capital. We have not disclosed the other entities involved in RAM. In due course, we will ask RAM if we can provide more detail around those individuals. There is no issue from our side — we just need to check with them out of respect.”

(2) Question from Desmond:

Andrew: “Desmond — you asked about the beneficial owners of Gulf Iron and Steel. So, Gulf Iron and Steel is an entity affiliated * with Greymont Bay. That is the information we have disclosed to the market. We have provided information on that entity* and the entity is affiliated* with Greymont Bay. The Greymont Bay backers have also been publicly disclosed in previous announcements.**”

* Not true, this is the first time 'affiliate' has been mentioned

** Not true. Notables have been carefully described as 'Greymont Bay's investors and advisors', leaving open as to any actual shareholding (including via any chain of controlled undertakings, which it's the intention of TR-1 submission to seek to clarify).

Readers are invited to approach Panmure directly and seek its comment - as Nomad- on the various disclosure failures/obfuscations detailed above.

If you do, why not report back here that you have...and any reply received?

TIA, GLA and ATB

Ta Dustfilter

No problem answering Stas20's armchair critic question.

.."but what is your ultimate goal, to ensure that neither RAM, the company or the shareholders ever get anything out of this...?).."

We're pointing out publicly some - and to others in detail ...and more - of the inconsistencies, illogicalities and irregularities that we've identified in this deal and ZIOC's post-deal disclosures.

Our goal is to achieve a fairer outcome for ALL shareholders from any deal that emerges.

Stas20 - and others of his persuasion ('nattering nabobs of negativity') -might more usefully ask the Company how AT's consultations with RAM about disclosing its constituents are going - you remember , that disclosure he had ' no problem in giving at the Investor Meet, but witheld 'out of respect'?'

Whatever became of THAT undertaking?

Think 'iceberg'.

And then maybe lobby the Broker - today - yourself instead of carping ineffectually on a bulletin board.

GLA and ATB

.."Two pipeline option means CAPEX is much cheaper going into Stage 1. Unless a big investor comes along. I would assume they want to keep costs down for Stage 1 so IF it comes to it, our $125m can pay for our 12.5% equity towards the project.."

Under that scenario - see p 17 of the latest presentation - capex for Phase 1 rises to $2,174m from the $,1935 m that we've been working to up to now.

This envisaged an equity/debt split of 1,000: 935m.

Unless the debt element is revised upwards, ZIOC's $125m would no longer = 12.5% stake in the Project, but 125: (2174-935=) 1239 = a 10% stake...

And so it begins...

GLA and ATB

ZIOC hasn't tweeted anything, but the Presentation is now up on the website ....and Tamesis has published a research note (also 6th May), viewable on Researchtree.

Key takeaways from the RNS:

(1) The non-production of updated costings promised 6th Jan for latest end Feb has appeared (4 months later), explained by .." in January 2026 ..... ZIOC still did not possess updated estimates for the newly designed DRI process plant. Today, as the final step of the Programme, the DRI process plant results are completed and incorporated into an updated financial model and economic evaluation....".

This non-availability would have been known at the time, no?

(2) Somewhat confusingly, to me at least, the RNS then says re 'updated project economics' that these 'are now updated and accurate as of end December 2025'.

So, are the April 26 adjustments factored in, Y or N?

followed by

(3).." Upon analysis of the single-pipeline option, announced in January 2026, the April 2026 Case RETAINS the two-stage pipeline design basis, involving the construction of a 12Mtpa capacity pipeline for Stage One, and an additional 18Mtpa capacity pipeline for the Stage Two expansion to 30Mtpa total production capacity...'

So the commercially, logistically, legally and environmentally rational option has been discarded for present purposes.

However,

.."the single 30Mtpa pipeline system is potentially advantageous for large strategic investors seeking to ramp up production capacity faster to 30Mtpa, as it eliminates the need for a second pipeline installation, thereby simplifying permitting processes, reducing environmental and community impacts, and significantly reducing financing needs in the second phase of expansion..."

Mixed messaging? One version for the PI's (downplaying the economic case?) , another for 'strategics' ?

(4) 2026 and 2027 Work Programme and Path to FID

Key milestones include:

· Updated mineral resource and reserve modelling and Bulk sampling and pilot-scale metallurgical testing (this seem to be new?);

and

· Updated financial modelling and project economics (wasn't this already done?)

(5) Oh, by the way, .."transaction agreements are now targeted for completion during July 2026.... completion will be conditional upon shareholder approval AND ANY REQUIRED REGULATORY APPROVALS. A shareholder circular ..... together with a notice convening the EGM, will be published in due course .....

(6) We can speculate about the reasons for this 'can-kick', in any event thanks to this postponement everyone will have the benefit of audited results to December 2025....and formal disclosure of any relevant post balance-sheet date developments.

Re the Presentation, see what you think : without AI, it's hard to do a meaningful like-for like comparison...and how a drop from prev NPV becomes a 30% increase.

Re the Tamesis research note, for all the fine words, it's left its target price unch @ 11.2p.

HTH, GLA and ATB

Hi PepeLePewle,

An interesting interpretation.

I think you'll find that the situation is almost entirely the reverse and that it was GLEN's historic 'unsporting behaviour' that was a blocker to progressing a deal, because of issues that GLEN had with (a) C-B and (b) China, esp post CMRG...and Ivan Glasenberg's historic aversion to 'greenfield' projects before that.

The industry reputations of the incoming notables (who surely count among the 'big boys', who else do you mean?) is surely far higher, which makes their apparent willingness (?) to be associated with the 'RAM raid' shenanigans all the more surprising.

If they're only now becoming aware of some of the things that we've established have been done in their name(s) ..and/or conversely are aware of further 'irregularities' that may come to light if the authorities start asking questions, that of course would put a different complexion on things.

HTH and ATB

Zanaga Iron Ore Company

@Zanaga_Iron_Ore

·

1h

Zanaga Iron is pleased to announce the successful completion of its project development strategy programme, which now includes the results of a technical and commercial evaluation of the process flowsheet to produce premium quality DRI pellet feed concentrates. The programme has provided increased confidence in the economic potential of the Zanaga Project, and a clear pathway to continue the detailed engineering process ahead of a Final investment Decision, targeted for H2/2027.

Highlights from the updated project economics based on revised costings include (US$):

Combined Stage One & Two NPV: $4.90 billion

Combined Stage One & Two IRR: 24.3%

ZIOC also provides an update on the proposed strategic investment by Red Arc Minerals, as the two parties continue to work towards finalisation of binding transaction agreements and completion of the technical due diligence.

Read the full announcement here ➡️ https://londonstockexchange.com/news-article/ZIOC/completion-of-dri-process-plant-costing/17578245

As so often with ZIOC, the Devil's in the detail.

GLA and ATB