Member Info for G_G_G

Seriously? Have you read the entire board's posts about what has happened here? And you're questioning whether what has happened is f@cking Private Investors over?

If you want to have a crack at me and enjoy the fact that this investment hasn't proved to be what was promised, then I'll meet you on the TXP board, or even better, in person to discuss (although I doubt you'd be up for that). But have some respect for shareholders who have been holding here for over 10 years. This is one of the greatest Iron Ore deposits the world has ever seen, and it's being appropriated by ultra-wealthy mining heavyweights and underhanded dealings at the expense of private investors for pennies on the pound. Many investors have put a significant amount of their wealth into this company, me included, both 9 years ago and now. Read what they have to say if you cannot get your heads around the RNS and the history of this project.

It's hard to put into words just how low what you are posting happens to be. Name a time when I have followed you around boards, let alone revelling in your disappointment. Absolutely d@g level behaviour.

Continued...

5. Human Impact and Fiduciary Breach The retail investor base is dumbfounded. Many have invested their life savings and waited over a decade for development. The "mining legends" and cornerstone parties grew their ownership to almost half of a globally significant, multi-generational asset via the Glencore transaction; it appears an extraordinary level of greed is now driving an attempt to appropriate 87.5% of the asset at the expense of private investors. We believe it is impossible to argue that this transaction represents fair value. It appears to be a gross dereliction of the directors’ fiduciary duties to benefit related parties at the direct expense of retail holders.

Legal Request: As ZIOC is a BVI-registered company, we require a formal assessment of:

1. Whether the management team and significant investors have breached market regulations or fiduciary duties.

2. Your professional consideration of our chances of winning a Section 184I petition.

3. Immediate legal actions to prevent the deal from proceeding (e.g., challenges to the "Fair and Reasonable" statement).

4. The cost structure for engagement (standard fee-based vs. potential "no win, no pay" / third-party funding).

5. The potential financial outcome for shareholders should the claim be successful.

I look forward to your urgent response.

Sincerely,

Continued...

2. Related Party Control and Conflicts of Interest In March 2025, ZIOC completed a fundraising to buyout Glencore’s stake. This opportunity was restricted to wealthy insiders and a select group of major potential partners; retail shareholders were entirely excluded. This placement significantly increased the voting weight of "insiders" who now control the RAM vehicle, even without us knowing the full extent of RAM "insider" ownership.

- Heeney Capital Connections: RAM is controlled by Heeney Capital, which also manages Greymont Bay I LLC, a cornerstone investor.

- Conflict of Interest: Andrew Trahar serves as ZIOC’s Corporate Development & IR Manager while simultaneously acting as a consultant for RAM. The Board’s consent for an employee of the company to advise the counterparty in a majority-stake takeover of the company's sole asset is, in our view, a primary example of the conflicts of interest present.

- Lack of Transparency: The RNS references "other leading mining industry executives" in RAM whose identities remain undisclosed, raising significant concerns regarding ultimate beneficial ownership.

3. Exclusivity and Competitive Obstacles: The transaction structure appears purposefully designed to not only facilitate a staged takeover at a derisory valuation but to provide the RAM consortium with a multi-layered financial windfall in the event of any superior counter-offer. Specifically, the RAM consortium would benefit cumulatively from:

- Direct Equity Appreciation: Realising the market value of a competitive bid on the additional 20% project ownership acquired via the low-valuation Tranche One investment.

- Prohibitive Penalty Fees: Receiving a cash payment equal to 10% of the entire value of any alternative transaction accepted within a year of the exclusivity period, effectively acting as a 'tax' on any competitor and a direct value-transfer from retail shareholders to the related-party.

- The Break Fee: An additional US$1.5 million cash payment triggered by the mere pursuit of a superior offer.

These overlapping protections significantly impede competitive tension and suggest that the Board has prioritised the financial security of a related-party over its fiduciary duty to maximize value for the company’s independent shareholders.

4. Tranche One Allotment Concerns We question the legality and fairness of the Tranche One investment, whereby RAM acquires the maximum allowable 20% interest in the project subsidiary for US$25 million. Given RAM’s status as a related party, we seek an opinion on whether issuing the maximum possible equity at this valuation - without a broader market tender - constitutes a dereliction of duty by the Directors to achieve fair market value.

To be continued...

Hi guys,

This is a first draft for a legal opinion on the deal. Thoughts welcome on wording. I'll do some research on potential names to engage. If you're going to get o-board then someone please start another thread with your current shareholding so I can add to this note. I'll draft a 'story' for media outlets tonight. Again, if anyone wants to help then look for names and contact details of finance journalists with key titles - The Guardian, FT, BBC, CityAM, The Economist, feel free to add others. It's an investigative piece, but hopefully someone will be interested.

Subject: Urgent: Request for Merits Assessment – Staged Takeover & Minority Shareholder Oppression – Zanaga Iron Ore Company (ZIOC)Dear [Partner Name],

I am writing to formally request an urgent merits assessment for a claim of Unfair Prejudice (Section 184I, BVI Business Companies Act) and a breach of fiduciary duty by the Board of Zanaga Iron Ore Company Limited ("ZIOC"). I represent a coordinated group of retail shareholders accounting for [X] million shares. We believe the proposed transaction with Red Arc Minerals Inc ("RAM") constitutes a predatory staged takeover of a globally significant Tier 1 asset by a consortium of related parties. This move follows what appears to be highly irregular share price action and is being proposed at a valuation that represents a total abandonment of the project's documented economic reality.

1. The Valuation Discrepancy: Corporate Data vs. RAM OfferThe Board’s own "Value Comparable Analysis" (December 2025) and "Investor Presentation" (February 2026) establish a project value for ZIOC that is irreconcilable with the RAM offer:

- Historical Sunk Costs: Documented at US$330 million, with a Replacement Value of US$460 million.

- Project Value (Stages 1 & 2): The Company’s most recent audited NPV10 for Stages 1 & 2 stands at US$5.2 billion.

- Expected Value Enhancements: While final upgraded project economics have not been fully shared, the Company stated in its January 2026 "Value Enhancement" update that combined NPV increases exceeding US$4 billion were targeted through revenue upside and cost savings. This brings the expected enhanced NPV to approximately US$9.2 billion.

- The RAM Offer: Despite these figures, the Board is proposing a Tranche Two buyout of 87.5% of the project for just US$125 million cash. This implies a total project valuation of only US$143 million. This represents less than half the recorded historical sunk costs (non-inflation adjusted), a 97.2% discount to the base US$5.2 billion NPV10, and a staggering **98.4% discount** to the US$9.2 billion targeted enhanced NPV.

To be continued.

Shrewd, I don't think so. There's time before the EGM. And there could be a public bid. Ultimately, things cannot get worse than now. But if a single news outlet picks up this story and tells it in the national media, then everything changes. That would open the door to legal options, the AIM Regulator, NOMAD withdrawal etc. This is the first step imo. A bunch of ultra-wealthy mining "legends" stealing a globally significant asset from retail investors for pennies on the pound through a series of underhanded moves and murky ownership structures is surely newsworthy.

Ex, that's the best case scenario, but unless you've got a direct line to Twiggy, it's a bit of a hope and dream situation. I still believe the best course of action is to apply pressure from different angles. Getting an idea of legal avenues and media interest comes first imo. They're deliberately putting in obstacles to prevent a competitive bid. It may happen, and it would be for far better than what is being offered, but we need to ensure that what is being proposed is either blocked, revised, or pulled altogether. This is a project of global significance, and it's being appropriated by ultra-wealthy insiders and related parties at the expense of PIs. Surely this is a story that can gain traction either legally or via the media. Even the $25m could be easily raised at a premium for the final touches on the project development. It's quite literally unbelievable what they are doing.

Can't say I've ever revelled in someone's losses Hardole. You and Sirmark, who is now over here trading, are absolute pond scum. Absolute d@gs. Let me know if you'd ever like me to say that to your face.

Catbert, I don't know if you're trying to present this deal as not so bad for an exit? Or whether you have no idea about what's just happened. Your investment here will not get beyond 15p. That's for a 100-year resource of the very highest grade Iron Ore, with an NPV10 for Stages 1&2 of over $10b. It is effectively being stolen by the very directors and industry legends that so many people used as a guide to invest their money here, because everyone believed they would never do such a thing. It's not even like they have offered 25p, which would still be an insult.

As for not coming up with the $150m. Are you serious? We don't even know who all the 'industry veterans' and other Red Arc related parties happen to be. They will all find the money easily, and they will then give up 50% of the project (diluting Zanaga holders further) for a free carry. The new partners will probably give them the money for it to then be flipped.

They could have had 50% of the company and free carry partners, but instead they have gone for the lot at the expense of the little guys. And for all those who have been here for 10 years, they have either lost money or make 25-50% on their investment in the next 6 months if this goes through.

There are ways to apply pressure. But we need to be coordinated. Some agreed content emails to key parties like Media, Aim Regulation etc.

Hardole and SirMark, I'm really not sure what to say about just how reprehensible your behaviour happens to be. You have turned up on a board to revel in the fact that a private investor has been completely f@cked over by mining legends. But not only that, you are doing it on a board where other private investors, who I have had dealings with from 9 years ago after being an investor here, are also coming to terms with the fact that their decade-long investment is potentially going to be stolen from them by ultra-wealthy insiders who were part of the reason they put their money here in the first place. Seriously, how f@cking low can you get?

We had our dealings on TXP where the CEO misled and withheld material information from the market for 2 months, before dropping it on people and PIs having to watch the sp more than halve. That was bad enough for me. But now you follow me over here to enjoy the fact that I've been f@cked again? Your moral compass is worse than the directors in Zanaga. I also have a young family where I'm the major bread winner. Keep that in mind, you f@cking disgusting human beings.

Guys, I'm trying to keep this thread alive. I'll start sharing some notes today for the list of entities to be contacted. I'm asking those of you who wish to act to add points that you feel should be included. A good example is what Ex just shared about valuation from a recent presentation. Once I've done a first draft for one of the entities, I will start a new thread e.g. AIM Regulation, NOMAD, BVI Listed Lawyer Merit Assessment etc. where it can be tweaked. The first note will be for Media dissemination. I think this is the best place to start, as any type of coverage will then help with legal and AIM regulation engagement.

I think media is also going to be our best bet to really put pressure on these guys. It's a David and Goliath story, and one of almost unfathomable greed. They added almost half the company at just over 4p, and now they are legally trying to use their power to steal the other half for pennies on the pound. I find it very hard to believe that with pressure from all angles, they will see this as a defensible position. The murkiness of the deal and those behind it, the sp action the past couple of months, the disgustingly low valuation of the offer versus what they have shared in the past, let alone in excess of $300m already invested in the project to get to this point, and then the absolute greed of people with immense wealth and power f@cking over retail investors who have staked over a decade of their savings here for a paltry return.

Cat, it doesn't matter if the sp comes back up to 10p. This is one-tenth of what the company would be worth in a competitive bidding situation, or another partnership deal, and is a small % of what they have led investors to believe the project is worth for over 10 years.

We need to put the biggest possible spotlight on this deal they are trying to force through. And on the people trying to do it. It stinks so badly that I find it hard to believe they would want any sort of investigation to take place. If anyone wishes to do some legwork on journalist contacts at the FT, Guardian etc, then please do so. Let's keep them in a new post titles though, for instance Media Investigation. If we get some names and then a lot of us share what has happened, there's a decent chance someone will pick it up.

I've already started with a lawyer note - to be shared soon, but I now think the first step should be media. Then AIM Regulation. Then NOMAD, who will defend their retained position until it's indefensible.

We don't have much time here, and they will try to force this through asap. Once achieved, they will announce their partners, and we get diluted again. On top of this, they have tried to kill off any competitive bids with the exclusivity, and if one does arrive, they will take an extra 10% of the value. Plus, they can halve the paltry 1% royalty. It's mind-bending what they are trying to do.

Guys, this is so extraordinarily bent that I'm truly struggling to see how this team of mining heavyweights believe it's remotely near fair value. We also don't know how many of the industry veterans who are linked to vehicles as major shareholders, are involved with Red Arc, but I'd suspect all of them are set to benefit from washing out the 30-50% ownership of PIs. Even trust fund baby Trahar has his little snout being filled.

On top of the unbelievably low valuation for what is effectively a "take private" offer of less than 15p, they also have provisions where they can limit the smelter royalty to 0.5%. And, they can still dilute the 12.5% project ownership when they bring the REAL PARTNERS on board in 6 months. They will then take the free carry, but instead of owning 35-40% of the project, they will own close to 90% of it. And on top of all this, they have effectively cut any competing bids from landing by having exclusivity to June 30th.

As for the sp "stabilisation", it's pretty clear what has happened is to ensure they pay the lowest possible price to wash out all PIs.

I'm unsure what to do here in terms of ways to challenge what is so unbelievably disgusting that it's almost incomprehensible. Here's what I have as steps that can be taken.

- AIM Regulation (The LSE): This is your fastest route. Report the Nomad for failing to protect minority shareholders in a Related Party transaction, and the nature of the transaction (including all of the above points).

- The FCA (Whistleblowing/Market Abuse): Report what appeared to be the share price "peg" and the sudden pivot from an expectation of $10bn NPV10 technical news to a $143m private buyout.

- A BVI Legal Firm: Since the company is BVI-incorporated, a "Section 184I Unfair Prejudice" claim is your strongest legal weapon to force a "Fair Value" buyout.

- Financial Media: Journalists (at The Times or FT) often act as a catalyst. A story about "Mining Legends squeezing retail out of a $10bn+ Tier 1, 100-year asset" puts massive pressure on the Nomad to withdraw their "Fair and Reasonable" sign-off. On this point, I think The Guardian and The Economist are the best chances of getting any traction. I'm sure the names involved with Red Arc have a lot of sway in media circles.

Thoughts? Ex, ATG, Cat all you lth's who have been here for 10 years...?

I cannot believe they have done this, but the EGM is at least 1 month away. Their absolute disdain for private investors by forcing a deal for their own gain is reprehensible. And the fact that they have ensured the deal will be done for as little as possible, and locks out any other potential bidders is mind-bogglingly underhanded. Given that they are allowed to participate in the EGM vote, the only way this can change is through pressure via other channels. I have no doubt they have their development partners lined up once they seize 87.5% of the company.

guys, just so you know, sirmark is one of the lowest individuals you'll ever come across on lse. i rarely use the word scum, but he's about as bad as it gets. he's a p&d merchant who has followed me across boards ever since we crossed paths on txp - where the ceo withheld material information about a failed bucket shop raise. again extraordinary.

sirconsalot, will spam the board with l2 and make up utter ****e, all in order to trade the edges. he was here earlier this morning revelling in the fact that i haven't made life-changing money because i've called him out on txp (amongst many others).

I've been in the b/g coming to grips with what is clearly a 'smash and grab' by those wealthy mining heavyweights who we expected to be looking after our interests. Absolutely extraordinary how brazen and insulting this offer is for private investors.

The nature of the deal is beyond derisory, given the valuation we have seen for other major, high-grade IO projects at a similar stage, or even similarly sized projects in NPV and Capex, such as SOLG. Bottom line, I'm pulling together an email for the NOMAD and IR. Anyone who wants to use it as the basis of their comms is welcome. I'm also going to look into media outlets and pull together some wording for journalists. It would be great if we can band together on this one as it's newsworthy imo - ultra-wealthy mining legends effectively stealing one of the great Tier 1 mining projects for pennies on the pound from under private investors who have spent over a decade waiting for their investment to come good. Maybe nothing will come of it, but to my mind, what is happening here, and "who" is doing it, is shocking and represents the very worst of what can be seen on the lse.

Never did I think mining royalty, who already had so much to gain, would do this to private investors. So many people were questioning what appeared to be sp suppression over the past couple of months. This in itself will need to be investigated given the "related parties" who are the real partners in the bg. My theory was way off the mark, as I expected my interests to be aligned with the mining "legends". I'll also be questioning who else stands to benefit as part of Red Arc - we already know trust fund baby Trahar is going to do well. But who else is included as part of the 'leading mining industry executives' team?

Either way, I'd say don't sell your shares, as this is as bad as it gets. There's pressure that can be applied in more ways than one to get a better deal. I'm actually happy that we have a "Sir" as part of this shocking deal, it makes it more likely to get noticed if we can get a story in front of journo's.

Ex, what do you make of this? Also, my take on the June 30th date is it's a"poison pill". In other words they are not allowing other bidders until this point - is that others' understanding? Quite unbelievable.

i'm here, just trying to take in what it all means and potential valuations. never in my days did i think such people would try to screw over little guy lth's in this way. firstly, they need a vote to succeed. and secondly, they need to hope that no other bidder enters the fray. it certainly opens the door for gulf and chinese entities. finally, they need to hope a spotlight isn't put on them and how they have taken an asset for pennies on the pound.

the only other thing i'll say is sirmark, you are without doubt one of the lowest people i have ever encountered on lse. you follow me here to revel in my disappointment. absolute ****roach.

Interesting Dust. Let's hope tomorrow's update is the big reveal we're all wanting to see. I think all you lth's deserve it more than anyone. GLA

Here's my response MinorMiner. I also saw your previous post about "slapping me"...? It would appear that you haven't changed after all these years, so I'm going to remind you of something from all those years ago, and that's if you ever tried to slap me, you'd be pulling back a stump. We all might meet up for a celebratory drink if all goes according to plan, and you can decide then if you're in the 1% of men that I cannot tear to pieces. On this, I'm not exaggerating. If you disagree with me, I suggest you do it in a way that isn't in your usual manner, or most certainly don't turn up for that drink.

Factual Correction: Gupta TR-1 and Website Update

The argument from the other poster is technically incorrect. Here is the factual breakdown:

1. The TR-1 Logic Error

Section 8A (Voting Rights): This refers to actual, physical ordinary shares. Ticking the box "Acquisition or disposal of voting rights" is the standard, legal way to report a physical sale of stock.

Section 8B (Financial Instruments): This refers specifically to derivatives (CFDs, options, swaps). Leaving this blank simply means he did not sell a derivative.

Conclusion: The "X" in Section 2 confirms a physical disposal of shares.

2. The RNS Wording The RNS explicitly states the notification is in relation to "transactions in the shares of the Company." It confirms Gagan Gupta’s holding dropped from 10.01% to 6.17%—a disposal of approximately 31.7 million shares.

3. The Website "Kill Shot" The Zanaga website (AIM Rule 26) was updated today. The "Significant Shareholders" total has dropped by approximately 4% (from ~49% to 45.38%). This update to the official company register is the definitive proof that those shares have been sold out of the major block and into the market.

Correct ATG. What we do know for sure is his declared holding is almost 4% lower. And the total ownership by significant shareholders has decreased by the same amount on the ZIOC website. Where the holding has gone, who knows.

Correct ATG. Eagle transferred to Gupta at a lower 6% holding. But his direct holding has decreased, and where the shares have gone no-one knows.

Futsal, do you have a hypothesis on the sp "peg" the past 8 weeks?

The number of shares held by Gupta in Eagle has decreased. This is also reflected on the Zanaga website. So talk of it being voting rights only is incorrect.

Posters claiming it's "voting rights only" are misinterpreting the form. Under AIM rules, a disposal of physical shares automatically results in a disposal of the attached voting rights. The "X" in the "voting rights" box is the standard way to report a physical sale of shares.

Now, whether those shares have been transferred to other vehicles, I don't know. But my argument is they have been transferred to me, and other investors over the past couple of weeks as part of the sp management and "stabilisation", which explains the "peg" action. That's my take. But to say there hasn't been a decrease in his holdings is incorrect.

Futsal, are you MinorMiner?

Glen, it may be worth re-reading my posts since I disclosed my buying and holding a few days back. I said that I felt a "side pot" was being used, or shares "borrowed" to "stabilise" the share price at the 7.4p marker laid down by our Chairman when he sold for "tax purposes". This provides a perfectly legal argument for the NOMAD to sign off on a strategic partner entry to the register at a "fair value" of circa 7.3p (£60m mcap). My belief is that the strategic investor would take a 20% stake in the PLC, which is the maximum allowable without an EGM. I also said that I felt it would be a Gulf-based entity.

Now we have Gupta, who has extensive ties to the Gulf, providing a very big part of the liquidity that has "stabilised" the share price for the past 2 months at a nice 60-day and 30-day VWAP within a couple of % of the Chairman's marker.

Either I'm a genius for calling this (with the help of Gemini), or I've gone down a rabbit hole of my own making, joining dots that aren't necessarily there. But so far the "stabilisation' and "side pot" theories look pretty sound, as does my Gulf partner theory, given it was Gupta providing the liquidity. Gupta btw had $700m invested into Arise last September from Vision Invest (linked to Saudi sovereign wealth fund) for African mining infrastructure projects. Let a Gulf entity onto the register you get deep pockets and sovereign aircover for the project. And they're not Chinese, so US friendly. It's clean and how I would do it.

Either way, I feel a lot more confident now in tomorrow providing some very good news than I was yesterday. AIMHO GLA