Member Info for extrader

Hi Moneyman64,

I agree with the sentiments...with the caveats that (i) I think 50p would be on the low side of acceptability and (ii) the appropriate treatment for BoD and management is removal rather than resignation. The latter requires a working moral compass or sense of shame, both of which seem to be lacking.

"..Shareholders ..... will in effect have 87.5% of the company stolen from them for a paltry $125 million ..."

This statement is broadly true......but the Devil is in the detail.

From our AIM Regs submission:

"...The central concern is whether minority shareholders’ proportionate economic exposure to the Company’s sole asset is at risk of being materially reduced through a sequence of control consolidation, incomplete beneficial ownership transparency, overlapping economic interests and conflicts of interest, and transaction structuring that would enable majority and related participants to secure near-total project-level economic and governance control at a small fraction of the Company’s publicly promoted economics, audited valuation metrics and peer comparisons.

The RAM proposal is structured at the level of the project subsidiary (Jumelles BVI Limited) rather than at the listed parent company level.

While formally presented as an investment into a subsidiary, the ECONOMIC EFFECT [my caps] is the transfer of up to 87.5% of the Company’s sole material asset. Under the AIM Rules, this constitutes a fundamental change of business capable of approval by ordinary shareholder resolution, meaning that A SIMPLE MAJORITY of the shareholder register may approve the transfer of near-total economic control of the Zanaga Project.

Structuring the transaction at subsidiary level also AVOIDS THE PROTECTIONS ordinarily associated with a PLC-level disposal, INCLUDING INDEPENDENT VALUATION and the application of the UK Takeover Code.

This [no doubt deliberate choice of] structural configuration is particularly significant in circumstances where the Company’s shareholder register was materially reshaped through the March 2025 restructuring and where participants connected to that same ownership network appear within the subsequent RAM proposal itself...."

The structure proposed by RAM [and its consultants] and accepted by ZIOC's negotiators for subsequent approval by jts BoD effectively transforms ZIOC into a minority holding vehicle rather than the vehicle through which shareholders have meaningful exposure to, and control over, the Zanaga Project.

You can't fault RAM and its consultants for 'trying it on' with this structure but we contend that the ZIOC side's acceptance amounts to gross dereliction of their fiduciary responsibilities on this count alone.

It - and many of the other irregularities that we've identified - also leave the Nomad in a pretty invidious position, obviously.

HTH, GLA and ATB

Hi Arkham,

There's no inconsistency between these three propositions:

(i) 'At current levels, any new investor will likely make money' . Agreed, how much and over how long is unclear, made more uncertain by your own acknowledgement of the likelihood of a FURTHER fleece...(which implies that there's already been a 'fleecing', no?)

(ii) You then state that 'the heady heights mentioned in the presentation won't happen.'

On the contrary: The Project economic outcomes WILL almost certainly happen: having decided NOT to disclose the effect of the various value enhancement initiatives, the BoD/management have about US$ 4Bn 'wiggle room' on NPV and significant 'scope for improvement' on projected sales and EBITDA.

It's just that the BENEFITS won't be shared as expected.

(iii) Your own contention - that the 'RAM deal is awful' and amounts to a 'fleecing' isn't that far from YOUR description of our view - that 'RAM are stealing the (vast majority of the) fortune the mine will produce ', which explains the inconsistency: RAM has spuriously 'intermediated' itself into the transaction and is arrogating to itself the lion's share of the eventual benefits, with a lot of active and passive (at the end of the day, it makes little difference which) support from a lot of people who should - and do- know better.

We think that they (just?) need reminding.....

'To this end we work'.

HTH

.."The $125m / 12.5% share has been calculated and we were told directly that $1bn is effective a cautious estimate based upon the funding likely to be available..."

The $1,000M/$935M ratio was first discussed in the Mar 2025 Presentation, days after the on-boarding of the 'control consortium' of 'notables'.

It's pretty impressive that the 'arrangers' were able to come up with these numbers so quickly....and even more impressive that they haven't changed a $ in the intervening year, despite all the assiduous courting of multiple 'strategic investors'...... and earnest solicitation of third-party finance, with bonus new availability of 80% (or even 100% ?) offtake possibility as a sweetener.

The $935M : $1000M split suggests a third party debt : equity ratio of 52 : 48 % - which is hardly industry norm or a 'cautious estimate' - more typical is 40:60...or even 30:70, if aggressive..

But- as things stand - ZIOC's rump 12.5% is big enough to warrant (on these numbers) $ 125M - for an 'oven-ready 1/8th of an NPV9+Bn Project - whilst small enough to leave it temptingly vulnerable to a 'take private' at 90%...and either way, over 50% of ZIOC shareholders are likely winners...either or both ways.

Some people might say that all this smacks of elaborate 'reverse engineering'.

Hmmm.

GLA and ATB

.." a hammerhead garden.."

What's one of those, pls? Serious Q!

As to the other, 'courage, mon vieux'.

.."Reminds me of the days leading up to the RAM-raid when the SP was straight-jacketed despite the enormous market volume at the time..."

Would that perchance be around the same time that ZIOC pivoted from trying for a project-value related deal (when possibly supportive info was promised and then withheld) to an opportunistic approach repeatedly - and solely - justified by comparison with the prevailing share price?

Asking for a friend.

We exchange notes intermittently, I gather he's taken time off over Easter to regain perspective.

I don't think it'd be a breach of confidence to share a remark that his views re ZIOC -and his holding - are unchanged.

And although we're hardly 'besties' , I struggle to find a reason why I - or anyone else - should inflict you on him.

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@Zanaga_Iron_Ore

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Learn more about these industry trends, and their positive influence on #ZIOC's investment case, here ➡️ https://zanagairon.com/our-market/

Hi Stas20,

I'm of the Mark Twain view, the man who wisely - IMO ;-> - observed that 'it's not what you don't know that gets you in trouble, it's what you know for a fact that just ain't so.'

He also, of course, had particular views about the mining industry, eg his definition of a mine.

Hi TheDealBreaker,

.."If this deal is pulled, what makes you think anyone else will come forward? This seems to be the only serious interest we have ever had after being invested here for 15 long years..."

Your comments need editing : "This deal has been engineered to be the only serious interest we have ever had after being invested for 15 long years."

Pls read this from 6th January RNS:

"Next milestones expected in Q1 2026, as previously announced on 30 December 2025:

· Project development strategy update (announcement planned for February 2026)

o Process plant Front End Engineering & Design ("FEED") results, including updated capital and operating cost estimates based on a DRI flowsheet developed through 2025.

o Fully integrated Project development plan, including the economics of all Project enhancements assessed to date.

o Update on logistics and infrastructure solutions required to support development of the Zanaga Project.

· Strategic Partner process (Q1 2026)

o ZIOC is pleased with the progress being made in engaging a number of strategic investors interested in developing the Zanaga Project.

o ZIOC intends to secure initial offers from investors during Q1 2026 and is targeting the announcement of transaction terms with a selected strategic investor during Q1 2026."

Four weeks later, we're told all that info isn't needed/relevant and our Board have (unexpectedly? just received feedback from all those strategics that, actually, they're not interested - not even the one who asked for a shareholder lock-in) instead accepted a (derisory, value-depriving) offer from a largely unidentified -but-connected party, a shelfco that was set up late December 2025.

AFAIAA, RAM has no operational capability and brings nothing to the party that ZIOC (on the basis of its own multiple RNS's ) wasn't already arranging for itself....and us.

HTH

Hi Merty,

I've pm'd you.

Cheers

extrader

Hi Stas20,

Ours is an expectation, we're sufficiently grown up to recognise that there's nothing certain in life, save for death and taxes.

The expectation is grounded in publicly available sources.

You're apparently not familiar with the notion that it's the exception that proves the rule....or the black swan theory.

You've been wrong so far, IMO, in the assumptions you made about whether we'd contacted the co (we had); whether Gatemore was a relevant precedent (it wasn't); and whether I believed my claim that it was possible for PI's to make a profitable turn (I do and it is).

The fat lady hasn't finished gargling yet, suggest you wait before passing judgment.

In the meantime, I'd encourage you to pour yourself a drink and read - with an open mind- a transcript of the Investor Meet presentation.

HTH

Feeks

.."the fact there is so much suppositon [sic] in the alleged grievances. ."

There's zero supposition.

We've restricted ourselves to official, public sources.

There are other, internal records that we can't access, but the regulators can.

Capisce?

Hi atg,

If not already done, I'd urge you and others to listen to - and better yet, get a transcript of - the Investor Meet presentation, which forms part of our submissions.

In it, you'll hear MK accept that a placement would (then) have probably meant 30% dilution (not the 50% you speculate now), as opposed to the 87.5% dilution that these geniuses instead negotiated hard for.

And even the need for a placement is questionable, given both industry precedent and today's confirmation - first announced back in January - of Saudi/PIF/Manarah's shift in capital allocation plans.

ATB

Change of plan for Manara Minerals

https://www.mining.com/web/saudi-mining-vehicle-shifts-strategy-away-from-global-ma/

''A Saudi firm that was to be a key vehicle for the kingdom to invest in foreign mining assets is shifting its strategy away from global acquisitions, people familiar with the matter said, as the Gulf country increasingly prioritizes building up its domestic economy.

Manara Minerals Investment Co. — initially tasked with snapping up stakes in mines overseas and funneling the raw materials back to the kingdom for processing — now plans to pursue joint ventures or partnerships with trading firms and make debt investments, the people said, declining to be identified discussing confidential matters.

Launched in 2023, Manara made an early splash by buying a $2.6 billion stake in Vale SA’s base metals unit, but has since struggled to find deals at attractive valuations. The firm’s original plan was to make investments in iron ore, copper, nickel and lithium as a non-operating partner with minority equity positions.

Manara is now in advanced discussions with some of the world’s biggest commodity houses as it pushes into trading, the people said. The firm has held discussions with traders including Glencore Plc and Trafigura Group about forming a partnership, Bloomberg News reported in January..."

But every cloud has a silver lining:

.."As part of its shift toward capital efficiency, Manara would focus on loans to miners in return for offtake rights, allowing it to benefit once production begins, one of the people said..."

Maybe Graymont could/should use its 'gifted' 20% GIS offtake to the benefit of ALL ZIOC shareholders?

Or - better still - AT and MK could suggest to the ZIOC BoD that monetising our so far unspoken for 80% offtake might be preferable to giving in the RAM raid?

GLA

.."Can you provide any hope, extrader? If you et al succeed in having the RAM raid annulled and there are no other offers - what then? "

Our current expectation is that the RAM deal WILL be pulled, either by choice (if the counterparts have any sense) or by the authorities, preferably the former (because of the unpredictability of the latter).

The current set-up effectively blocks any serious challenge or offer, for structural and simple arithmetical reasons. However, the prize is too great to be left alone and 'await events'. Once others see that the counterparts are damaged/compromised (we already know and can show that they are, it's just a question of 'how far?') we believe that the impasse will be broken.

At which point it'll be in the counterparts' interest to manage/retrieve the situation as best they can. How they'll do that is anybody's guess, but the rational direction of travel is clear.

On your other point, I've checked in with G_G_G, who sends his regards and tells me that he's following events closely.

Make of that what you will.

HTH, ATB, GLA, NAI, DYOR etc etc

PS If anybody out there is in the telegram ZIOC chat group (or knows someone who is) , pls get in touch with me... or ask them to do so.

TIA

Lol, indeed.

If I buy at 5 and sell a week later at 6, I've made 20% in a week, which is 1000% (linear extrapolation) and 14,000% annualised return (compounded).

It's the way I tell 'em.

HTH

Hi yogiananda,

AFAICS, ISS would/might be relevant in a situation where shareholders faced a choice between shareholders/activists requesting change and a Board that demurred.

The Board has already acquiesced and accepted RAM's Binding Offer with alacrity - the break fees and alternative deal compensation are already operative - and the 53.6% Control Consortium + Elphick's vote likely make the vote - any vote- a formality.

As to any management transition plan - and who was best placed to proposed it- that would presumably depend on the circumstances that made management continuity an issue in the first place.

ATB

(1) Latest news from VisionBlue investee co Serra Verde.

https://www.vision-blue.com/news/serra-verde-announces-combination-usa-rare-earth-and-offtake-agreement-price-floors/

Substitute Serra Verde for ZIOC, pretty much throughout, and you'll see a possible future unfold:

.."Sir Mick Davis, Managing Partner of Vision Blue and Chairman of Serra Verde, commented:

“We initially identified Serra Verde’s unique strategic importance as the only near-term producing asset of critically important HREEs outside Asia five years ago and made our first investment in early 2023. Vision Blue has dedicated significant time, energy and resources since then in supporting Thras and his team to develop the business and build strategic optionality. Now, with Serra Verde in production and backed by the US Government through an almost US$600m financing as well as a 15 year offtake agreement with specific price floors, the operation has been substantially derisked and is poised to deliver significant value.

The strategic rationale for Serra Verde’s combination with USAR is compelling, and is the logical next step. It creates the only fully integrated mine to magnet producer outside China, uniting two experienced management teams and combining Serra Verde’s unique HREE rich product with USAR’s industry leading separation, metallisation and magnet making IP and capabilities. I am very excited to support this next chapter of the journey as a director of the combined company.”

Th RAM-raid is less subtle, but the general thrust (ooh-er, missus) is the same.

(2) Meanwhile, Vale continues doing what Vale does best...

Bloomberg

Vale (VALE) has brought forward a scheduled maintenance shutdown of its two iron ore pellet plants in Oman in an attempt to lessen the potential impacts from the Middle East war, Bloomberg reported Tuesday.

The maintenance shutdowns have been advanced by a few weeks, according to the report, which could not ascertain the length of time the plants would be offline.

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Vale’s (VALE) Oman operations' annual production capacity totaled 9M tons of iron ore pellets in 2025, ~29% of the company's overall output.

Vale (VALE) is not yet considering changing its full-year pellet production guidance of 30M-34M tons, according to the report.

It's also apparently still progressing its JV with Jinan Steel,

see https://global.chinadaily.com.cn/a/202410/28/WS671f35fea310f1265a1ca037.html

2024-10-28 14:58

On Monday, Vale and Jinnan Iron & Steel Group announced a joint partnership to establish an iron ore concentration plant in Sohar Port and Freezone in Oman..

All grist to the mill.

GLA

giving Vale both pelletising capacity and a second concentration plant, feeding high-grade concentrate into the pellet/briquette ch

Sebastian Maril

@SebastianMaril

🛑I applaud this commitment from President Milei and his entire legal and economic team. It is necessary to show the world that we respect judicial orders, starting with paying the final and unappealable sentences. This is a very good first step. Others are still needed. By complying, we show that we respect the Rule of Law and surely the risk of investing in Argentina will decrease.

This follows - and refers to

🛑 Milei quietly sends Congress a bill to settle holdout creditor claims with Bainbridge ($67M) and Attestor ($104M) — $171M total. Deadline: April 30. No approval = no deal, and renewed litigation risk returns. Watch this one closely.

First green shoots of a decision to make Argentina investable again...

GLA

.."even the most ardent opponents of the Ram deal concede that people should still expect to make a profit from these levels.."

At today's 5.4p, you don't have to be 'ardent' to agree that current buyers /traders will almost certainly make a 'turn....and the quicker the'flip' the higher the annualised return, of course.

It's the longer term return that will likely/potentially accrue to ordinary PI's that is - or should be - more open to question.

The governance progression alone should give pause for thought : RAM has already been granted parity on the Jumelles Board pre AGM (based on 31 May 2026 target date for execution of docs, including the JVA), taken in conjunction with 'following RAM reaching 50.1% or more ownership (the "Governance Flip"): RAM may designate three directors and ZIOC one director (with ZIOC's director designation rights ceasing if ZIOC's ownership falls below 5%)."

With Board control, majority shareholding control and a fragmented 'rump' ZIOC PI minority, plus the cavalier attitude to the rules currently on display, it's easy to envisage how Binding Offer outcomes might turn out to be different - and maybe less favourable - than currently envisaged, described or understood.

HTH.