Member Info for Jiving

“Chris Blackwell ran an inhaled drug company for 11 years and sold it. He knows the inhaled delivery landscape intimately.”

RNS 10.02.21

Cambridge, UK - 10 February 2021: Nuformix plc (LSE:NFX), announces that Dr Chris Blackwell has resigned as Non-Executive Chairman and Director of the Company with immediate effect due to personal reasons that require his immediate attention.

Dustfilter, we do now know who the the players are behind RAM as the Board updated the 'concert party' to identify those behind RAM and it specifically did not include Marty, although AT was included, as was Everblue. They now estimate the new concert party to hold 32.68% of ZIOC shares. The details can be found in the first placing RNS under Details of the Concert Party: https://irtools.co.uk/97/story/7d63166b-a7f2-439f-897b-e7ea1ff80440

"Details of the Concert Party

Two of the Company's significant shareholders, Greymont Bay LLC ("Greymont") and Regatta HCRP LP ("Regatta"), which hold in aggregate 25.26% of the Ordinary Shares in issue, are managed by Heeney Capital Resource Partners ("Heeney Capital"). Heeney Capital is advised by Mark Cutifani, a minority shareholder in the Company. In addition, as announced on 10 February 2026, the Company entered into a binding term sheet with RAM, which is also managed by Heeney Capital and of which Sir Mick Davis ("MD") is Chair. As a result, the Board now considers a new concert party to have formed and MD to be acting in concert with Greymont and Regatta in respect of the Company. The Board also considers Andrew Trahar (consultant to the Company) to be part of the concert party, by virtue of his connection to MD (as a fellow member of the board of directors of Vision Blue Resources Ltd) along with Anthony Trahar, his father and a business associate of MD. Philip Mitchell, as the Company's board appointee of Greymont, is also considered to be member of the concert party.

In addition, as announced on 17 November 2025, Everblue 2020 LLC ("Everblue") acquired 4.35% of the Ordinary Shares in issue. The Board considers that Everblue would be deemed to be acting in concert with Greymont due to its economic interest in Greymont, notwithstanding that Greymont is managed by Heeney Capital and Everblue is managed by Everblue Management LLC.

Accordingly, it is the Board's understanding that each of the parties detailed above are deemed to be acting in concert for the purposes of the Code (the "Concert Party") and that the Concert Party is currently interested in 32.68% of the Ordinary Shares in issue."

Marty subscribed for another GBP200k worth, & this is on top of the big chunk he purchased in the March 2025 transaction. He now owns 14.24 million shares, except for the 3 million from his original share option deal, for the rest he appears to have paid cash. He must remain positive on the eventual outcome.

NewKOTB, 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 was announced on 23 November 2022, an AGM had already been pre-arranged for 24 November, which was followed by an announcement of an EGM for 13 December 2022. The transaction was fully completed on 16 December 2022 - a total of just over 3 weeks. Elphick made a public statement throwing his full support behind it in the initial RNS.

So the 3 month gap is an open invitation for other bidders to come forward. Particularly given AT's response"...we've now forced the hand of strategics to either step up and compete ..". via a Board negotiated takeover. Any bid approach would remain private unless it led to a reasonable offer - so a cheap & private way for any potential bidder to find out at what level a viable offer would need to be made. These are the transcripts of AT's answers on this topic at the Q&A:

Question: Can bids be received for Zanaga company or the project prior to the EGM to approve the RAM transaction?

Answer: Absolutely bids can be received. Any entity is free to submit a bid to the board of directors for consideration. And we have the mechanisms in place to be able to receive such offers and we frankly would encourage any entity to consider making offers if they would like to. But we have drawn a line in the sand and we've now forced the hand of strategics to either step up and compete or come in and participate in the strategic consortium to build the transaction.

Question: Why wouldn't RAM just acquire the whole of Zanaga ?

Answer: Well anyone is able to make an offer for Zanaga company and we are always open to bids to acquire the Zanaga company but we want full value for Zanaga company shareholders to be received and that that has always been our ambition and will remain our ambition and if any offer is received whether it's from RAM or any other strategic partner we intend to get full value for Zanaga shareholders. in due course and certainly significant value well beyond the current share price.

Continued...

Contrast this with a stockmarket bid based around the current share price of under 6p. $300m equates to around 27p per share a very substantial premium & possibly enough to satisfy our major investors. But only 10% of the Kami related price used above. So asset acquisition plus Stage 1 equity comes to a far more manageable $1.3b total in-price vs $4b above.

So a takeover bid can allow strategic investors' wish to come in at asset level and also give them the opportunity to create a consortium of their own choice including the critical role of developer/operator. When you look at the arithmetic above, you can see what may have put them off in the past - price as well as structure. I see the probability of a white knight emerging over the next 3 months as being north of 50%.

Extrader @00.33

The quotes from Marty are an important part of why there is realistically no role for ZIOC in the future development of the Zanaga mine. Solely because they own the asset/license they have sought to develop the asset over the last 16 years and have largely failed. The RAM deal is better than nothing but it essentially just kicks the ball down the road for another 18 months - we still need a source of Stage 1 finance & a viable developer/operator. ZIOC realistically brings nothing but the license to the table: they have no access to the finance needed; they can pretend that Elphick, AT & Marty are the core team to develop/operate the mine but nobody takes that seriously; & they patch together a weak ad hoc consortium.

So what strategic investors want is just the asset/license & not ZIOC/RAM/GIS. The obvious solution is to takeover ZIOC and thus secure 100% of the asset/license & then go ahead and & form their own consortium: involving a developer/operator of their choice, other partners of their choice & arrange their own finance. The likely strategic partners are heavyweights very capable of doing just that. For example, the Japanese steelmakers have been forming consortia to develop iron ore mines around the world for decades. They can do a way, way better job than ZIOC, as can the Chinese, the Saudis & potentially the major miners.

So there is an excellent prospect a white knight will step in via a takeover bid to take total control of the asset & build a consortium to develop/operate it with no ongoing role for - ZIOC, RAM, GIS - all of whom bring nothing to the table except ownership of the asset (via equity or offtake). So they can take control of the asset via a bid for ZIOC & then build their own consortium - which as Marty indicated is the preferred structure for many.

One key aspect of the situation that greatly increases the prospect of a bid is simply price. In the Q&A, AT explained that Kami was used as a comparable in the 2025 presentation to communicate to strategics that this was a suitable price range - the 2025 presentation showed a Kami related example ranging up to just under $3b (then given as = 311p per share).

The critical impact the transaction price has on the viability of the whole project is easily illustrated. All the amazing figures produced for the project are those for the current owner. An incoming owner has to add the cost of acquiring the asset to the initial Stage 1 investment of circa $1b. So for a full takeover the Stage 1 cost then becomes $3b + $1b = $4b. A significantly higher initial capital injection that dramatically alters many key figures for the Zanaga mine, as well as being a substantial amount of risk capital vs the Stage 1 equity injection.

Shrewd, the practical reality regarding the potential for a takeover is exactly as I described. Any specific points?

Continued...

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

Every shareholder is a’voter’, so 1 share = 1 vote. We all likely have different expectations, I would ‘welcome’ an offer 25-30p, my maximum aspiration in the event of a competitive situation would be 60p.

If you are referring to Heeney, the simple answer is obviously none of us know. Maybe they are so determined to get control of the mine they would not countenance any likely stockmarket offer. Alternatively, maybe they would welcome a ‘bird in the hand’ and an immediate, substantial, guaranteed, risk free profit. If they were able to push a bidder north of 41p they would have secured a 10x profit in just over a year. A pretty stunning return for them & their investors. There is nothing stopping any bidder making a private approach & finding out what their (& other major holders) parameters are - via the ‘friendly’ approach it would initially be both confidential & cheap.

It’s important to focus on the prospects of a takeover bid emerging for ZIOC, in the approx 3 months before the end June EGM & vote on the proposed RAM deal. The RoC presidential election has now concluded with a clear victory for Denis, I could not find any reports of protest. At least in the short-term this removes political uncertainty, and gives us & any potential bidders political continuity. The cleanest & cheapest method of taking control of the Zanaga mine is via a stockmarket bid (ZIOC = 100% equity + 80% offtake), if a majority votes in favour of RAM at the end of June EGM the situation becomes more complicated & likely more expensive. So there is a strong incentive to bid before the end June EGM.

There have always been two methods an interested party could seek to buy the Zanaga mine (in part or whole), first, by direct negotiation with management for a stake in Jumelles, with price negotiations primarily focussed around the NPV, IRR etc. Alternatively via a stockmarket bid where the price negotiations revolve around the share price & the level at which shareholders & particularly major stakeholders will sell.

A potential stockmarket bidder then has two alternative methods: first, a ‘friendly’ approach working with the Board to achieve a negotiated outcome ideally with the Board’s approval behind any agreed offer. Secondly, a hostile bid whereby a bidder appeals directly to shareholders via a public offer typically at a premium to the market price. The vast majority of UK takeovers are via agreed offers negotiated with the target company’s Board, which gives considerable advantages to both parties.

AT in last week’s Q&A made clear that the company welcomed any takeover approaches, he was firm & positive on this point & did not dismiss it with something along the lines of ‘it’s technically feasible’. So this means bidders can now approach & negotiate via the Board to seek a recommended offer. The Board has a clear fiduciary duty to negotiate in the best interests of all shareholders. Heeney control 25.26% of ZIOC shares so all bidders (friendly or hostile) need to secure their agreement in order take full ownership of the company, also of course they hold 20% of the offtake which a bidder would also likely with to acquire. I view the presence of Heeney & other substantial shareholders as a positive, as they will clearly seek to negotiate a higher price. Any price agreed for their shares also then applies to ‘all’ shares.

Extraders two questions:

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

Eventually all bids - friendly or hostile - would take the form of an offer to shareholders.

If the question is who receives the initial approach, in a friendly bid that would be the Board, for a hostile approach that would be made directly to all shareholders.

According to provisional results Denis has won overwhelmingly in the first round (94.82%).

https://www.aljazeera.com/news/2026/3/17/congos-president-nguesso-to-secure-fifth-term-provisional-results-predict

"I then asked [ Copilot] : how much finance could GIS raise today..."

The solution is surely obvious: ask Copilot to identify a strategic partner prepared to pay those amounts for the offtake, and then go ahead & negotiate a deal.

Not at all ATG, I just want them to produce evidence to substantiate any claims.

Regarding shareholdings, ZIOC has 3 sets of professionals ensuring compliance with laws/regulations - the ZIOC board, the company's lawyers & the nomad. All are well aware of the regulations regarding shareholdings, particularly with regard to the critical 30% disclosure limit. Ergo they have no evidence that this limit have been breached in the RAM transaction, and nobody has produced any evidence to the contrary.

Do the other parties to RAM own less than 5% & no single one more than 3% - by default that seems to be the case, & if so there is no obligation to file their holdings. So yes, (how would 'I' check btw) I find no reason whatsoever to think RAM are over 30%, and that Panmure in particular, are not carrying out their de facto regulatory tasks exactly as they should.

"On another matter, do you agree my interpretation of the handling of GLEN's marketing and offtake rights relinquishment?" No, but as neither of us were a party to the 3-way negotiations, neither of us actually have any evidence of what took place & why and we likely never will have. As ever if you have actual evidence let's see it. These four questions still unanswered:

1. Do you have evidence there exists, an alternate FEED financing partner other than RAM, if so who are they & what are their deal terms?

2. Actual evidence of an undisclosed concert party approaching a 40-45% or more, ZIOC shareholding.

3. What evidence do you have for ’shadow directorships’ at RAM and who do you maintain is holding them? GGG on 13.03.26 @12.13 posted “And the fact he said 'we'll need to ask RAM', is a major red flag for shadow directorship.”

4. Is the Action Group still intending to pursue their allegations right down the line even if it this leads to stockmarket suspension, & ZIOC shareholders then having to fight a lengthy, expensive legal case to try to obtain compensation? What are your timelines & costings for this scenario, who is going to pay for potentially years of expensive legal representation? Based on GGG’s post of 11.03.26 @ 12.07 :“..1. on a worst-case basis, the dirty laundry is dragged out, and we're suspended........but yes, this could happen.....you know what happens after this? legal action.“

The evidence is, 30% is a critical shareholding level for either an individual or a concert party. Anything over that triggers a mandatory bid. So regulators nomads, advisers & boards all keep a close eye on this level. We have had two significant transactions recently the March 2025 Glencore sale & raise & the more recent 10 February RAM proposal. Both of these transactions would have been extremely closely examined by all concerned, particularly by our nomad (acting here as de facto regulator) & the concert party in both cases did not therefore go over 30%.

This is regulated for a UK company by the Takeover Code & in our BVI case via our Articles - regulation 33 which copies the Takeover Code's concert party guidelines. More importantly AIM rule 17 requires the company to disclose if a concert party goes over 30%.

The two relevant parts in the RNS of 10 February are:

"RAM is controlled by Heeney Capital, which is a related party of ZIOC for the purposes of the AIM Rules by virtue of being an associate of a Substantial Shareholder of ZIOC. Heeney Capital controls and makes all investment decisions for, Greymont Bay I LLC and Regatta HCRP I LP, which in aggregate own 25.26% of ZIOC's issued share capital. Therefore, RAM is a related party of ZIOC for the purposes of the AIM Rules."

This part specifically mentions the"Red Arc Minerals related Concert Party holding," ;

"From the closing of the first tranche until the expiry of the Tranche Two Option, RAM will be provided with a right to participate in any ZIOC equity raise, up to the minimum of the Heeney Capital or Red Arc Minerals related Concert Party holding, or 30% (less any shares taken up by a member of the Heeney Capital or the Red Arc Minerals related concert party)."

ATG, at the time of the negotiations about disposing of Glencores equity & offtake stakes, Glencore held 100% of the offtake (originally agreed by ZIOC shareholders at EGM/AGM in 2022). So it seems likely that as part of their negotiations with Greymont they agreed the price & terms of the sale/transfer, ZIOC would of course been involved so 3 way negotiations, but at the time the deal was agreed Glencore owned 100% of the offtake.

The transactions were complicated as the sale/transfer was not done directly from Glencore to Greymont, but by ZIOC re-purchasing then cancelling Glencore's shares & the 100% offtake agreement. Then shares were issued to Greymont & others by ZIOC via the placing & a new 20% offtake agreement was made with GIS.

Hi Ex

1. Well if the offtake had any current market value in 2025, Glencore could have sought extra value by selling the 80% separately, potentially to a third party. The key point was that it was likely Glencore that passed/sold the 20% to GIS not ZIOC.

2. Actually I was clarifying your statement of 13.03.26 when you stated ”… to be entrusted with 20% of ZIOC's offtake, value $650M (?) pa.” I was pointing out that was not the future (Stage 2!!) value of the offtake but of the offtake + equity. Future offtake value is separate from equity value & significantly lower, and Stage 2 future value is of course going to be dramatically higher in 13 years time than any implied value now. And similarly ZIOC’s stake would also dramatically increase, should they go down the route of retaining their stake.

3. KP2 of course is an RoC project in a different mining sector, with different economics & capital commitments, & in a geographically more favourable position in RoC. So actually not ‘like with like’ but at least in the same jurisdiction unlike previous examples. And they have had a hell of a job getting their project over the line, good to see they seem to be finally succeeding. Just shows how tough it is getting mining projects financed in RoC.

Whilst you spend a lot of time & energy challenging the company & other posters, almost no time is allocated to giving us details of your evidence & the 'action plan' to challenge/replace RAM. For example, no response to my previous points 1-4: which were all they based on posts made by you & GGG.

Mitch

I understand your position, this is my 6th year here & I want resolution.

We know that the RAM concert party has under 30%. We also know there are other significant holders like Elphick & Gupta, as well as management stakes held by AT, Marty & others. We have no idea where the surplus shares from the March 2025 placings went aside from Greymont & Gupta, with Mick Davis also mentioned by name. Did they go to ‘family and friends’, or were they placed in the market with Shard clients or were they ‘warehoused’ to be released after a lock-in period. I don’t see any evidence where those shares went, and I don’t think anybody else knows either.

Will the known major holders, outside of RAM vote, for the deal? I suspect like many other shareholders (myself included if I hold beyond mid June) if there is no alternative I will vote for the only deal on the table. However, this does not mean that if a better deal emerges via a takeover offer that big & small shareholders wouldn’t vote for that. Indeed as Heeney/RAM have a stake over 25%, in order to get complete corporate control a bidder would need to negotiate an acceptable takeover price with them - directly or via management. Any negotiated higher offer then applies to all shareholders. I view Heeney/RAM as flippers given the right price, with such a low in-price only a year ago flipping for 10x+ profit would be attractive.

There is also the related issue of GIS’s 20% offtake which I imagine a bidder seeking control of 100% of the mine equity would also likely want 100% of the offtake. This gives them an opportunity to squeeze a little more out of a bidder seeking complete equity/offtake ownership/control.

No they absolutely did not mislead anyone, they continually correctly stated their revised net asset value (NPV). Which rose over time with improved economics, but this is a theoretical value & everyone in mining finance accepts that a financing deal with a strategic would be done at a discount to NPV. But nobody knows what proportion of NPV a strategic would be prepared to pay - on this board over the years a wide variety of estimates/hopes were made from 30-70%. In March 2025 in its presentation the company based its example figures on the Kami transaction (in Canada not RoC) at 30% of NPV. At the same time Shard produced a research report that suggested 10% of NPV was more appropriate & gave a price prediction of 60p - so even in March 2025 there was a wide variation in estimates.

Sadly it turns out the deal came in even lower than Shard's estimate, but finally after 14 years we do have a deal - which is real & which we can vote on in an EGM in late June. Until then we have a significant chance that a takeover bid will emerge, that as AT stated the Board would welcome. This is great as it green lights any strategic who feels Zanaga is worth more than the RAM offer to put in a better bid. Less than 30% of shareholders are in the RAM concert party so the other 70%+ are in play. Of course it is quite possible the RAM shareholders would also welcome a takeover bid & a very profitable exit. We have the security of the RAM offer in our pocket & the real prospect of one or more bids emerging before the end June EGM. Sounds good to me & I am looking forward to the next couple of months.

Continued..

Regarding shareholdings, these questions should be raised with the company secretary, and/or potentially the nomad. It is quite possible the current stated shareholdings reflect reality, if you have evidence to the contrary you should provide it. We know Heeney/Davis as a concert party do not have more than 30% at the time of the 10 February RNS. We shareholders of course have a right to know the situation according to current law/regulations but it is quite possible the current shareholding structures do comply with all laws & regulations. Again any evidence to the contrary?

Also do you really think Elphick, AT & later Marty have not contacted everybody imaginable & attempted every kind of structure that was feasible over the last 14 years? Surely the reality is they likely have contacted everybody & no deal has materialised that met their parameters. One problem I see that affects everybody historically involved with ZIOC: the management, major shareholders like Xstrata/Glencore and above all us retail investors (me included btw). Is that all parties have had grossly inflated views of what the Zanaga mine is worth to a potential buyer/developer. We basically need to knock a zero off our expectations & that will be closer to reality - acceptable base case takeover bid 30p (approx 5% npv) best case basis in a contested bid 60p (approx 10% npv, as per Shard in March 2025). Now we have the RAM bid in the market anyone & everyone in the world is free to bid for ZIOC & the Zanaga mine - this is the best way we find out what the actual 'value' of Zanaga is to a buyer, and AT clearly twice signalled the company was open to bid offers/talks prior to an end June EGM.

1. Do you have evidence there exists, an alternate FEED financing partner other than RAM, if so who are they & what are their deal terms?

2. Actual evidence of an undisclosed concert party approaching a 40-45% or more, ZIOC shareholding.

3. What evidence do you have for ’shadow directorships’ at RAM and who do you maintain is holding them? GGG (I see you are responding now to specific points I made to him) on 13.03.26 @12.13 posted “And the fact he said 'we'll need to ask RAM', is a major red flag for shadow directorship.”

4. Is the Action Group still intending to pursue their allegations right down the line even if it this leads to stockmarket suspension, & ZIOC shareholders then having to fight a lengthy, expensive legal case to try to obtain compensation? What are your timelines & costings for this scenario, who is going to pay for potentially years of expensive legal representation? Based on GGG’s post of 11.03.26 @ 12.07 :“..1. on a worst-case basis, the dirty laundry is dragged out, and we're suspended........but yes, this could happen.....you know what happens after this? legal action.“

Hi Ex

Regarding the offtake, some basic points regarding the market value specifically of Zanaga offtake. At the time of the Glencore equity sale, they held 100% of the offtake, so it is likely ZIOC had no direct control over who received the offtake in the March 2025 deal: ie Glencore not ZIOC was the owner of 100% of the offtake. This was a 3 way deal whereby Glencore wanted to exit & Heeney/Graymont wanted in - so the price & terms for that deal was likely between those two. Of course ZIOC was involved but it seems likely that the then owner Glencore made the 20% offtake deal with Graymont. ZIOC fortunately got the other 80% of offtake seemingly for nothing - which again frankly at this stage in a mine’s life (in RoC) is the market price for offtake. Offtake contracts would be between the operator/owner & the offtake purchaser so presumably the Glencore offtake agreement with Jumelles for 100% was replaced by a 20% offtake agreement with GIS.

Offtake valuation. It seems the value attributed to the offtake in the Glencore sale in 2025 was close to zero. It has strategic value (particularly for the owner/operator) but virtually no third party value for a mine at our stage of production. Your $650m pa valuation makes sense for the combined future worth for an equity + offtake holder after Stage 2 but not for offtake alone. As you set out lower down in your post @13.24 the actual offtake value is in a range of 1-4% of offtake end user revenue. The market value of offtake now is likely to be no different from the time of the Glencore transaction, essentially close to zero value - this is specifically for a greenfield iron ore mine in RoC: that is pre FEED, pre construction financing & pre Stage 1 production. Until we get through the various stages to the mining process to production we have no guaranteed cashflows & a generic AI non-specific, non-risk adjusted cashflow based model is not appropriate.

The only meaningful market metric is the Glencore offtake change of ownership in 2025, where seemingly zero or very little price was attached to the offtake rights. What matters are real world valuations, if you can find another offtake valuation for a greenfield iron ore mine in RoC at our stage of development that would be relevant. Similarly royalties at this stage in the mine’s life have negligible value - thus neither royalties nor offtake could have provided the FEED finance. At later stages in the mines development they have increasing value but now next to nothing.

The long list of mining deals around the world for differing minerals, in different jurisdictions with different economics is interesting & in the last 14 years I am sure there are literally 100s of great deals around the world. But sadly none of this is relevant to an iron ore mine in the Republic of Congo. Can you find a FEED, or Stage 1 financing deal for a greenfield iron ore mine in the Republic of Congo - this is the relevant example for ZIOC?