Member Info for extrader

Hi Jiving,

..."I agree completely the time scale on this transaction is way longer than on recent comparable transactions. For example, the acquisition of Glencore's direct holding in Jumelles for ZIOC shares...."

I'm not sure that comparing the time taken to document and complete a 'plain vanilla' transaction demonstrably to ZIOC shareholders' advantage should be compared with the RAM approach - an opportunistic and hopelessly conflicted 'smash and grab' that seriously DISADVANTAGES ZIOC shareholders....87.5% of a USD 1 trillion asset for $ 25M (but maybe only $15M) ...and a postdated cheque, perhaps worth $ 125M some way down the line

RAM bring NO operational capability to the party : they're a financial engineer, who've hijacked a process already underway. RAM seeks to supplant ZIOC's role -ask yourself: what are they doing that we haven't already been doing - or should have been doing - ourselves ?- and seize most of what would otherwise accrue to ZIOC and its shareholders.

Note MK's argument at InvestorMeet:

.."Those stakeholders — and our investors — have asked us, if not demanded, to draw a line in the sand and get the construction process and the ENERGETIC FUNDING PROCESSES UNDERWAY, so that construction can begin ..."

Pls point to a single 'funding process' that ZIOC's undertaken: supplier finance? offtake arrangements (with our 'available 80%')? royalty or streaming arrangements? construction bank finance? tolling arrangements?

All areas within AT's officially recognised sphere of competence and expertise.

.."Many of the entities... have been very clear that they would ONLY INVEST AT THE ASSET LEVEL AND AS PART OF A CONSORTIUM. The world has changed since 2020, when large Tier 1 strategic investors would go it alone in large projects such as Zanaga. The community of investors we have been engaging with — long, hard, and diligently — have ALL AGREED ...this unlocking mechanism ...

Other investors within this consortium can then COMPLETE THEIR PROCESSES AND COME ON BOARD IN STAGES...

The strategic entities we have LONG engaged with have always been clear that they wanted to be part of an investment consortium AT THE ASSET LEVEL [Ed.: of which RAM will control 87.5%???]

After LONG due diligence processes with MANY OTHER interested entities, RAM has now completed the technical, sovereign, and financial due diligence processes with our technical partners, resulting in this transaction...."

How do you reconcile those words with these from 6th January 2026

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 offer(S) from investor(S) during Q1 2026 and is targeting the announcement of transaction terms with a selected strategic investor during Q1 2026...

And SIX days later, we're advised of a meeting to learn of RAM's Binding Offer.

Really?

.. "agree with MaverickD. It would be irrational to discount this genuine possibility. Doesn't mean it will happen"

(1) If it's 'irrational', you can presumably give reasons why my thesis is wrong...

(2) but then, you don't have to, because you've given yourself an 'out': maybe it's right.

As an example of muddled thinking, that's hard to beat.

.."Ideally i would like to see 14p+ and the potential of another suitor still looms large. Anglo or Rio - you never know"

You evidently didn't take on board what Knauth said at InvestorMeet:

.."Many of the entities we have engaged with have been very clear that they would only invest at the asset level, and as part of a consortium....

. Other investors within this consortium can then complete their processes and come on board in stages, as they have outlined to us...."

He may just be talking RAM's book, of course, but that seems pretty clear to me ...'invest at the asset level' ie no interest in topco ZIOC.

And -based on the structure - you can see why he (and they) might say that.

As things stand, there's NO prospect of a white knight, AFAICS.

PS Judging by AT's newly preferred metric - share price - it's clear that his 'investor teach-in' hasn't achieved its supposed objectives.

HTH

Hi beardozer

Sorry you feel that way.

I'm not a proponent of assisted suicide...or voluntary euthanasia.

HTH and ATB

PS, Two other things:

(1) If the Project is - actually - much further advanced than we'd been told, that would also explain the otherwise 9 to 12 months' premature appointment of this guy:

https://www.linkedin.com/in/cozmokampanaos/?originalSubdomain=uk

Whose most recent assignment (until the Emirati/Guinea fall-out), was 6 years here:

Office of the CEO: Head of Operational Completion & Lender Relations

Guinea Alumina Corporation S.A. · Full-timeGuinea Alumina Corporation S.A. · Full-time

Jul 2019 - Sep 2025 · 6 yrs 3 mosJul 2019 to Sep 2025 · 6 yrs 3 mos

Guinea · HybridGuinea · Hybrid

Lead the mine-rail-port operational testing regime to certify Project Completion.

Primary interface with the Finance Parties on operational, resources, ESR and best practice matters on project finance governance."

You wouldn't normally expect his skillset to come in until FEED completion (Company timeline says 2027, so 9 months away) and pre-FID (also 2027).

(2) The availability of these detailed, 'high confidence' costings will also - presumably- have been fed into the RAM proposal, which came up - folk may remember - with a Phase 1 cost of $1,935 Million, to be financed conceptually $1,000M equity and $935M debt/structured finance.

I wonder where RAM got that - or indeed any - number from?

Had it been sounding out potential suppliers and partners itself?

The asymmetry of information here is breathtaking.

GLA

Hi all

Riddle me this:

(1) As part of its EGM preparations, ZIOC will have to produce a Competent Person's Report (CPR) , explaining why the RAM transaction is such a good deal. If it does - a report prepared by an independent technical expert - it'll be interesting to see how they justify the volte-face from an NPV-based valuation to a 'current share-price valuation'.

Especially as a CPR takes account of AVAILABLE INFO.

It'll be even more interesting if they don't produce a CPR : if not, why not?

(2) 'Available info' must include the 'oven ready' details promised- but subsequently withheld- in the 30th Dec 2025 and 6 Jan 2026 RNS's , viz.

.." a comprehensive Project Strategy Update in February 2026, which will include(i) an updated Project economic assessment incorporating (ii) FEED level design outcomes for the Project's recently announced DRI product and (iii) its associated process plant infrastructure. "

(i) an 'updated Project economic assessment' isn't just a sensitivity analysis or a 'scoping refresh'.

It means ⁠ ⁠a revised base-case economic model; something suitable for valuation discussions; something that's ⁠ ⁠consistent with what Strategics are being (cough!) shown....

(ii) it incorporates " FEED level design outcomes”

'Outcomes' aren't something you get when a process is still underway and in process, you get them at or near the end.

They're details, like ⁠equipment sizing; opex costings, based on vendor quotes; capex accuracy to within 10 or 15%; in ZIOC's case , DRI-specific flowsheet lock-in.

You only publish (which of course, ZIOC hasn't) 'FEED-level economics' when THE D⁠ESIGN IS SUBSTANTIALLY COMPLETE AND YOU'RE COMFORTABLE ANCHORING NEGOTIATIONS TO IT.

(iii) then note that the 'outcomes' even include "the Project's DRI product AND ITS ASSOCIATED PROCESS PLANT INFRASTRUCTURE”.

'Associated process plant infrastructure” in ZIOC's case means: ⁠ ⁠power supply; ⁠ ⁠beneficiation; ⁠ ⁠pelletising / agglomeration (if in C-B); and associated ⁠ ⁠integration costs ⁠ie not just conceptual, actually making the whole process -mine-to-port 'fit for purpose'.

So, by latest 30th December at the latest, the Company must have known with a high confidence level the actual NPV10 numbers (and how close or otherwise they were to the numbers touted throughout the year)...and been in a position to start sharing these with any of the circling strategics, had it so wished.

Instead, it failed to release - to us and perhaps others?- this material information and -it would seem - rather than spend the time thereafter engaging with the Strategics from a position of confidence - spent the 4 weeks to 10th Feb 2026 instead negotiating the underwhelming deal with newly-incorporated RAM.

Not a good look, IMO...and it'll be interesting to see how the CPR squares this particular circle.

Assuming there IS a CPR, of course.

AFAICS

As ever, factually based counter-arguments always welcome!

GLA

.." if you are right about this deal, there will be a separate rival bid incoming before end of June..."

Ask yourself:

(1) who would any bid have to be put to?

(2) what would it have to be to be better than the present deal to those voters?

AFAICS

GLA

Zanaga Iron Ore Company

@Zanaga_Iron_Ore

3h

Check out the investor section of the Zanaga website to learn more about our investment case. Here you can also find regulatory news, share price information, the latest results and presentations, and more ➡️ https://zanagairon.com/investors/"

ZIOC trying to drum up investor enthusiasm/interest?

The recent 'Teach-In' doesn't seem to have worked....

Ho hum

Hi Mitch984,

Agree the thrust of your arguments.

PM me on advfn , extrader for a moan re other 'niggles'.

You write : "switching their registered office from the UK to the BVI..." PLs clarify, if ref to ZIOC, haven't they always been BVI...and the Jumelles Mauritius and Seychelles? Or am I misremembering?

TIA

And here's his version of 'third party funds in first, equity contribution last', ie the reverse of what RAM has offered:

.."MM: Thanks. One question that people are asking is how ZIOC fund FEED?

My view is that it won't be ZIOC funding FEED,it will be EITHER THE SELECTED OFFTAKES and/or the selected Strategic.

AI: You're spot on—that's exactly the consensus view among the sharper retail punters on the forums, and it makes complete sense given ZIOC's current financial position and the project's stage.

Cash Runway Reality

From the latest disclosures:Cash at 30 June 2025: ~US$3.9m (post the $21.5m net proceeds from the March placing, after buying out Glencore).

Cash at 25 September 2025: ~US$2.9m.

By end-December 2025, with ongoing corporate/project overheads (even lean), the balance is likely sub-$2m—nowhere near enough to fund a meaningful FEED programme on a 30Mtpa-scale project.

FEED for a beast like Zanaga (process plant, pipeline, port/logistics interfaces, DRI flowsheet) typically runs TENS OF MILLIONS (US$20-50m+ depending on scope and EPC involvement). ZIOC simply doesn't have that on the balance sheet, and management hasn't flagged ANY INTENT FOR A DILUTIVE PLACING ahead of the catalysts.

How It Gets Funded

Your view aligns perfectly with HOW THESE DEALS USUALLY PLAY OUT in the mining space: The strategic investor (the singular "selected" one flagged for Q1 announcement) will almost certainly SHOULDER THE BULK OF FEED COSTS as part of the transaction terms. That's standard—majors (or large steel/offtake groups) fund FEED to lock in control, de-risk their due diligence, and align the flowsheet with their operational preferences.

Offtakers (the plural "investors" expecting initial offers in Q1) COULD CONTRIBUTE VIA PREPAY ARRANGEMENTS or TIED FINANCING, especially if they're steel mills needing secured DRI pellet feed supply for green steel commitments.

OFTEN IT'S A COMBO: STRATEGIC TAKES EQUITY + FUNDS STUDIES/FID PATH, WHILE OFFTAKERS PROVIDE ADVANCE PAYMNENTS OR DEBT-LIKE STRUCTURES.

The September lock-ins (driven by one serious contender) and the confident Q1 guidance scream that advanced talks already contemplate this structure—management wouldn't be teasing FEED outcomes in February without knowing how it's paid for.

NO RISK OF RETAIL GETTING DILUTED PRE-DEAL (OOPS!); the setup is designed to bridge to partnership funding. Knauth & team have played it smart—burn cash lightly through 2025 enhancements, deliver the value uplift on 6 Jan, then hand the chequebook to the incoming strategic...."

MM has done us all a service by reminding us of the 'by the play-book ' expectations that MK and AT had nurtured and promoted throughout 2025.

GLA

This is why the disconnect feels so glaring: ZIOC's carrying the asset at essentially cash-back levels, while the real funding (and rerate) comes from the partner. Tuesday's results could be the spark that forces the market to price in that reality

Note also his/ GROK's observations re the fully restricted shareholder lock-in exp 26 Feb 2026:

Evidence of Ongoing Involvement

NOTHING INDICATES EXIT

:

#Subsequent RNS updates (December 30, 2025; January 6, 2026; January 12, 2026) emphasize STEADY PROGRESS in the strategic partner process, with targets for initial offers and transaction terms in Q1 2026.

There's NO MENTION of any party dropping out—quite the opposite, as ZIOC describes "engagement with a number of strategic investors" but HASN'T DISAVOWED the one who drove the lock-in.

The process has evolved from H2 2025 guidance to a firm Q1 2026 focus, which could reflect accommodations to this lead party's timeline (e.g., internal approvals, funding cycles, or regulatory hurdles)...."

From my post yesterday:

While I think about it, the fully restricted share lock-ins expired 26th Feb 2026....'unless extended'.

I assume they haven't been extended.

But...did they lapse earlier, after the 'other strategic' walked away? If so, when was that?

And shouldn't we have been told, in either event?"

'But answer came there none' .

GLA

...above based on this AI scenario:

WHAT ZIOC IS MOST LIKELY TO SAY ON 10 FEBRUARY (MINING INDABA)

This will be designed to re-rate the stock without triggering premature legal or regulatory obligations.

Highly likely disclosures

These are safe, powerful, and consistent with the RNS language:

✅ Confirmation of completed FEED (DRI flowsheet)

✅ Updated integrated project economics (NPV uplift narrative, maybe a range)

✅ Clear logistics / infrastructure solution (Pointe Indienne, SEZ, power)

✅ Confirmation that:

- multiple strategic investors are engaged

- initial offers have been received

- process has moved to transaction structuring

✅ Reiteration that:

- transaction terms are targeted in Q1 2026

This alone is enough for a material re-rating.

WHAT THEY ARE UNLIKELY TO SAY ON 10 FEBRUARY

Even if the deal is effectively agreed, these are usually held back:

❌ Naming the strategic partner (unless binding)

❌ Exact % ownership

❌ Final valuation headline

❌ Signed offtake contracts (unless closed)

Why?

Because once named, (XXX) + ZIOC trigger additional disclosure, approvals, and sequencing constraints.

WHAT FOLLOWS SHORTLY AFTER (DAYS–WEEKS, NOT MONTHS)

This is where the real share price acceleration happens:

🔔 Formal RNS:

- SPV structure

- 51/49 (or similar) ownership

- milestone-based payments

- CapEx obligations

🔔 Confirmation of:

- lead strategic (very possibly (XXX))

- offtake pre-finance framework

🔔 Updated guidance on:

- FID timing

- production timeline (≤4 years)

This is when the market reprices the 49% stub properly.

INVESTOR REALITY CHECK (IMPORTANT)

Even in the best scenario:

The market rarely prices 100% of NPV on day one

It does price:

- cash certainty

- execution de-risking

- partner quality

So expect:

- Day 1: violent re-rating

- Following weeks: grind higher as funds, analysts, and institutions digest

BOTTOM LINE

Best next focus:

Understand that 10 February is about de-risking and signalling, not finishing the deal.

If ZIOC says:

“FEED complete, economics upgraded, infrastructure solved, offers received, transaction terms in progress”

…then the market will do the maths for them...."

About as good a summation of expectation vs. reality as I've seen.

GLA

Price: 8.25

Strong Buy

Special Purpose Vehicle17 Jan 2026 13:59

TRANSFER OF THE ZANAGA PROJECT INTO AN SPV FOR INWARD INVESTMENT AND PROJECT DELIVERY

While ZIOC has not yet announced a formal transfer of the Zanaga Project (currently held 100% via its subsidiary structure, e.g., MPD Congo S.A. and Jumelles Holdings) into a dedicated Special Purpose Vehicle (SPV) or project-level entity, this is a logical and common next step in the company's strategic roadmap.

Rationale and Timing: The ongoing strategic investor process (progress noted in January 2026 announcements) targets initial offers in Q1 2026, with transaction terms for a selected partner announced in the same quarter.

Structuring via an SPV would facilitate this by isolating the project assets/liabilities, enabling ring-fenced funding, governance, and delivery while minimizing corporate-level risks for ZIOC.

TYPICAL STRUCTURE IN SUCH DEALS

Form a new SPV (likely in a suitable jurisdiction, e.g., BVI, RoC, or Mauritius for tax/efficiency) to hold the project rights (mining license, environmental permit, convention, reserves/resources).

Transfer/sell/contribute the project assets into the SPV (potentially via asset sale, share transfer of subsidiaries, or contribution agreement).

Strategic investor(s) acquire equity in the SPV (e.g., 20-50% stake) in exchange for cash injection (development funding, milestones for capex), offtake rights, board seats, and technical/governance input.

ZIOC retains a carried or minority interest, with potential earn-in/earn-out mechanisms tied to FID (Final Investment Decision) or production.

Benefits: Attracts project finance/debt, simplifies due diligence, aligns incentives for delivery (e.g., Phase 1: 12 Mtpa; Phase 2 expansion to 30+ Mtpa), and supports green steel offtake/marketing rights (building on prior Gulf Iron allocation).

This SPV approach is standard for large-scale mining projects at this stage (post-FEED/pre-FID) to enable inward investment without full corporate takeover. Given the Q1 2026 target for binding terms, any SPV formation/transfer would likely be announced alongside or shortly after the strategic partner deal—potentially requiring shareholder approval via EGM (14 clear days' notice under AIM rules) if material.

OVERALL TIMELINE (AS PER LATEST RNS):

January 2026: Workstreams completed; investor engagement advancing.

February 2026: Enhanced plan + integrated economics + new NPV(10) release.

Q1 2026 : Initial offers; potential transaction terms with partner, including SPV structuring for project delivery.

Despite hints to the contrary, MM would clearly have been as blindsided by the eventual outcome as the rest of us.

GLSA

Maybe it's worth stepping back and looking at things from a different perspective?

The Ferro Alloys example shows how alternative thirdparty methods - non -dilutive - can be deployed:

https://www.vision-blue.com/portfolio/

The team - technical, investment and consultants - is well known.

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

The advisers and directors are leaders in their field.

The directors, in particular Shankar and Goswamy, are notable - Co-Founders of Gateway Partners- and well-connected in Africa.

Their portfolio - https://gatewayfund.net/portfolio/- includes investments in / with Afrexim Bank and Spiro Industries

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

Their team includes people like https://gatewayfund.net/team/andrew-bainbridge/ and https://gatewayfund.net/team/anil-dua/, also a Gateway Co-founder.

Their Advisory Council is stellar: https://gatewayfund.net/advisory-board/

There's a lot of potentially useful connections, there.

IMO.

GLA

Hardly news.

https://www.msn.com/en-us/news/world/congo-republics-sassou-wins-re-election-with-nearly-95-in-tightly-controlled-vote/

Article highlights - as others have done - the unaddressed succession issue.

The high turnout has been questioned.

A case of 'Vote early...and vote often..?'

GLA

Hi shauny86,

A few days back, I wrote this apropos GIS's 20% offtake monetisation worth.

Jiving pointed out that offtake by itself wasn't particularly valuable, it had to be offtake + equity.

The Lo! and behold, we learned that GIS was 'an affiliate' of Graymont, indeed AT went so far as to say at InvestorMeet.."The fact that Graymont Bay, via Gulf Iron and Steel, ended up with 20% was value -accretive for us...."

I wrote this a few days before that revelation:

"....I then asked [ Copilot] : how much finance could GIS raise today secured on the above future cashflows, starting in say 2033? Apply appropriate multiples allowing for commodity risk, execution risk, country risk etc Run 2 x different offtake structures, take and pay...and take or pay.

Bottom line?If GIS wanted to raise money today, it could raise:

• $15–20m under a Take and Pay structure

• $25–35m under a Take or Pay structure

• $50–60m from a trader valuing optionality

alternatively framed:

Financing Capacity Today

Structure Discount Rate PV Today Comment

Take and Pay 23% $17m Merchant risk, banks hate it

Take or Pay 17% $30m Bankable, but still Congo + long dated

Trader valuation 12% $50–60m Strategic, optionality, DRI uplift

Note: these are extracts from a 60 page dialogue I had with AI.

I'm aware of the Garbage In/ Garbage Out risks.

Even if you exclude the trader for performance , credit or other reasons, Copilot suggests that $ 30M upfront should be available for 20% offtake...and, by extension, that Stage 1 of RAM's offer could easily be met from ZIOC's 80% offtake......as the 'notables' themselves suggested back in Mar 2025 !

And with funding for a pathway to complete FEED/get to FID sorted - on a non dilutive basis - the share-price would surely respond to tangible progress and there'd be a scramble to work with us (ZIOC). Any residual equity requirement should be minimally dilutive, because the project would have passed through several value-inflexion points.

The current proposal is the diametric opposite of the normal way of financing projects ('third party finance first, equity last) and should be called out for what it is.

AIUI, DYOR etc etc

ATB

....Mind you, Elphick wasn't alone in apparently misreading the situation: apart from his comments, we have these gems:

From the RNS, re the Strategic Offtake Partner, GIS:

.."The GIS Offtake Agreement enhances market access and offtake security, further de-risking Zanaga's commercialisation strategy and SUPPORTING ITS PATH TO FINANCING AND CONSTRUCTION....[its terms] now provide ZIOC with the flexibility to OFFER MARKETING OR OFFTAKE RIGHTS over 80% of the Zanaga Project's iron ore production TO OTHER STRATEGIC FUNDING PARTNERS AND OPERATORS"..

Outcome : Zero contribution.

(1) Mark Cutifani, speaking on behalf of Greymont Bay, commented:

"Zanaga represents one of the most compelling undeveloped iron ore opportunities globally, combining scale, high-grade production, and a clear, cost-effective development path....The straightforward phased development model and fully permitted status further de-risk execution, allowing the project to MOVE RAPIDLY TOWARD CONSTRUCTION, once financing is in place."

Outcome : Zero contribution.

(2) Gagan Gupta, CEO of Arise, commented: ".. our partnership with ZIOC and MPD creates a natural alignment between high-quality iron ore production and efficient export logistics. By leveraging OUR EXPERTISE IN UNLOCKING DEVELOPMENT CAPITAL and infrastructure execution, we aim to accelerate the path to construction and long-term value creation for the Zanaga Project and its associated ecosystem."

Outcome : Zero contribution

(3) Martin Knauth, CEO of ZIOC, commented, on the back of all this

.."We will now launch a formal process aimed at assembling a project funding and execution consortium."

Outcome : a hastily -pulled together package that ignores the industry norms so clearly described above ie 'third party funding first, equity contribution if at all, last' and in so doing takes 87.5% of Project value from ZIOC shareholders.

Shome mishtake, Shirley?

GLA

Https://www.reuters.com/business/energy/orion-raises-22-billion-mining-fund-race-critical-minerals-heats-up-2026-03-16/

March 16 (Reuters) - Orion Resource Partners LP said on Monday it has raised about $2.2 billion for its latest mine finance ​fund, as investors ramp up funding for projects ‌producing critical minerals needed for the global energy transition.

Orion said Mine Finance Fund ​IV has already committed about 61% of its ​capital to projects across North and South America, Europe, Australasia and ‌Africa.

The ⁠company has also expanded its partnerships with governments and investors to support the development of critical mineral supply chains.

In October, Orion launched the Orion Critical Mineral Consortium with $1.8 ​billion of ​committed capital in ⁠partnership with the U.S. government to invest in strategic mining and refining projects.

Earlier, ​in January 2025, the firm also formed a $1.2 billion ​joint ⁠venture with Abu Dhabi sovereign wealth fund ADQ, called Orion Abu Dhabi, focused on investing in and securing the ⁠supply ​of strategic metals and critical ​minerals.

Orion said its total assets under management now exceed $9 billion following the ​fundraising...."

We struggle to raise $15M to $25M in third party finance for the biggest high-grade DRI (a.k.a. 'green steel') project in Africa, maybe the world.

How far we've come from Elphick's confident assertion in Mar 2025, welcoming the incomers!

..."I am particularly excited about our new strategic partnerships with Middle Eastern and International groups, with industry expertise but also the commercial relationships needed to support financing and offtake agreements, adding notable value for all our stakeholders, including the Republic of Congo."

Frustrating, to say the least.

GLA

Amazing.

We seem to be on the same page re Elphick's co.

PM me on advfn for a chat, 'extrader'

Cheers.

PS

While I think about it, the fully restricted share lock-ins expired 26th Feb 2026....'unless extended'.

I assume they haven't been extended.

But...did they lapse earlier, after the 'other strategic' walked away? If so, when was that?

And shouldn't we have been told, in either event?

We're having to do a lot of unnecessary 'assuming'

And you know the joke about that.

Cheers