Member Info for Jiving

A final note on the offtake issue. The November 2022 Glencore deal that allowed ZIOC to own 100% of the equity of the project also allocated Glencore 100% of the offtake. This was an integral part of the deal that was approved by shareholders at first an EGM followed by the AGM in December 2022. So we shareholders approved the transfer of 'our' offtake to Glencore, who then had ownership of 100% of the offtake until the March 2025 deal. So was it a decision of Glencore, rather than ZIOC to transfer 20% to GIS as part of their overall equity sale & exit from Zanaga ? It was in reality a 3-way deal.

Whatever, its clear offtake has little financial value at the greenfield stage of a mine, we have languished at since listing in November 2010. Like royalties, it has a minute attributable value at this stage in a mine's development & so can't realistically be used to finance the FEED process. It gains value & importance later in a mine's development particularly when we move into Stage 1 production.

Ex

In a previous post you came up with this figure "...20% of ZIOC's offtake, value $650M (?) pa". Please could you set out how you arrive at this figure?

As mentioned below Glencore gave away 100% of their offtake when they sold up their equity, & when GIS ended up with 20%. There can't have been much value ascribed to offtake back in March 2025.

And Glencore also gave up 100% of the precious offtake. At the same time GIS received it's 20%, so what was that worth at the time - not a lot.

Ex @03.01

Interesting stuff, you touch on two related topics - the financing of other mines & the role of 'China'.

The example of FAR is for a vanadium mine, based in Kazakstan with its own set of apparently attractive project economics. So an entirely different mineral, in a different country/continent & with its own specific project economics. If I was an investor in a vanadium exploration company in Kazakstan I would view that as exciting & relevant news. Unfortunately I am an investor in a greenfield iron ore company in the Republic of Congo. This is not comparing like with like. Every year hundreds of mines across the world get financed, but thousands don't.

Historically China has been heavily interested in & involved in Zanaga. Brief summary of major connections:

1. COIDIC framework agreement December 2019. (See RNS 11.12.19)

A two year agreement to examine 'everything' leading up to an EPP and/or Stage 1 of the main project.

"COIDIC and Jumelles intend to explore developing, financing, engineering and operations solutions regarding the Zanaga Project and its related infrastructure projects, including logistic solutions (such as the use of the MPT being developed by COIDIC in Pointe-Noire), as well as the potential introduction of a steel manufacturing plant into the SEZ and/or export of direct reduced iron."

2. December 2023 hydroelectric power MOU signed with CMEC. (See RNS 28.12.23)

"Zanaga Iron Ore Company Limited ("ZIOC" or the "Company") (AIM: ZIOC), is pleased to announce that a memorandum of understanding ("MoU") has been signed with China Machinery Engineering Corporation ("CMEC") relating to hydroelectric power solutions for the Zanaga Iron Ore Project (the "Zanaga Project") and associated funding of such power projects."

3. PSEI appears to have been the EPC mining consultancy involved in the design/engineering work behind the 2024 FS & beyond. Confirmed over a year ago via Shaun's detective work.

4. During his marketing trip promoting the 2024 FS in 2025 we know Marty did a presentation to state entries in Beijing.

So heavy Chinese involvement giving them detailed knowledge of the Zanaga Project & the related infrastructure. Even with Simandou they still need a DRI feedstock for their green steel industry. They are one of my prime candidates to put in a bid over the next 3 months. At likely ZIOC starting bid levels (say 30p) this surely must be a great opportunity for them, especially given China's clout (globally & in RoC) is the best political risk insurance you could hope for.

GGG @12.03, I have already answered the royalty issue. Royalties & offtake have little real value in our current position - pre-FEED completion, pre-Stage 1 financing, pre-Stage 1 production. They become increasingly valuable as the project progresses through those various key stages to first production. We cannot raise funds at the future level they would reach at first production, any more than I can sell my ZIOC shares now for the 60p they might be worth when Stage 1 production begins. If I could I would.

The suspension, legal action scenario was not mine but one set out by you in a post on 11 March @ 12.07. Quote:

“1. on a worst-case basis, the dirty laundry is dragged out, and we're suspended. so you agree there's dirty laundry? i'd hope you can at least see this, because there's dirty laundry, but i'm guessing there are trucks full of soiled laundry backed up around the corner. but yes, this could happen. we could get suspended. you know what happens after this? legal action.“

RAM. AT answered this in an open fashion - and it should be acknowledged this was the stance he adopted tackling other 'difficult' questions. It is not his role to publicly disclose third party shareholding structures. That he offered to approach them & reveal what he could was the best he could/should do. But this is interesting & I quote from your post “And the fact he said 'we'll need to ask RAM’, is a major red flag for shadow directorship.”

So is that what you suspect: RAM “shadow directorships” ? Which of course begs the question, who are those ‘shadow directors’ & do they have ‘shadow shareholdings’? But what is needed is actual evidence of these not supposition, if you can produce actual verifiable evidence linking RAM 'shadow directorships' with anyone from ZIOC that is noteworthy.

Continued...

Mining Finance. Seemingly every mining investor, but GGG, is aware that the value of mining projects (equity, offtake, royalties) increases exponentially as the project progresses through key stages. Key inflection points being - FEED completed; Stage 1 finance agreed; Stage 1 production commencing; Stage 2 production commencing.

So what are all the different categories worth now at our stage - easy answer ZIOC owns 100% of the equity (& thus all future royalties) & 80% of the offtake & our total market cap is around $67m (RoC have both a future stake & royalties). All sources of mine value will become worth more as inflection points are passed but - of course - that is no assistance to us now when we don't even have the finance for FEED. The value of royalties at that Stage 1 production is worth exponentially more than the current valuation - see ZIOC share price - again, that doesn't help us now in March 2026 looking for FEED finance.

AT patiently explained that a large number of all types of potential strategics had been approached over the course of the last 14 years, but to no avail. The fact that other mining projects, in different jurisdictions, in different sectors with different economics have raised finance is immaterial. How many Republic of Congo iron ore mines have raised finance over the period? If you are trying to raise finance to build a rocket factory in Halifax, it doesn't imply anything that a company has got the money to build a baked beans factory in Barcelona. Open challenge - if you wreck RAM, name who is going to replace them & on what terms?

GGG has absolutely no clue how mining finance works, how takeovers work, or indeed how companies & contracts work generally. The result is he is potentially going to drag us into a potentially catastrophic sequence of events - AIM suspension, administration & ‘legal action’. This is all completely unnecessary and threatens to deprive us of the clear avenues we currently have to shareholder value.

What we now have.:

1. The RAM deal is on the table, subject to a shareholder vote at an EGM in June. This has already been negotiated & agreed between ZIOC & RAM, all subject to a shareholder vote at the EGM in June - ie it’s up to all its shareholders whether we want it or not. He indicated company founder Clifford Elphick, still a major shareholder, was in favour of the deal.

AT clearly set out that any conflicts of interest were referred to & monitored by - corporate lawyers, the ZIOC Board & the Nomad. All of them accepted AT’s role & the transaction that emerged from it. The various parties involvement will be all documented, so what are you trying to prove that they are all negligent? That is going to be a very high hurdle to meet, & if you end up in court very expensive & very lengthy.

2. Not once but twice, AT clearly stated the company is open to stockmarket bids. He pointed out that essentially all interested parties in the market know this - & that 100% of the equity & 80% of offtake is thus available right up until the end June EGM. So a successfully bidder gets everything bar the GIC's 20% of offtake (which could be negotiable).

A bid can take two forms - a private approach to the company seeking a negotiated deal. Or a public offer that ZIOC has no control over. Because of the sensitivity of bid talks for a company & its share price, there are strict limits on what can be disclosed & when. Secrecy not disclosure is the default - so an offer cannot automatically be legally passed on to shareholders. Baker McKenzie summarised:

“For a company listed on the London Stock Exchange (LSE), the board is not required to notify shareholders of all bid approaches. In fact, under the UK Takeover Code, the board is often legally bound to maintain absolute secrecy at the early stages of an approach to avoid creating a "false market" in the company's shares.”

As A BVI company the UK Takeover Code does not legally apply, but ZIOC have incorporated exactly the same provisions into their Articles. Incidentally, all shareholders receive exactly the same share price under both types of takeover bid - whether you own 26% or 0.0001%.

I thought AT & Marty did a good job in explaining a complicated deal & particularly in responding to all the questions they were asked. Indeed they seem to have extended the session by some 20 minutes to address them all.

GGG has raised a number of his usual points - even though many were effectively answered by AT/Marty - and I am going to deal with some of them below, and the more important ones in another post. He continues to make a series of assertions about management & shareholders in ZIOC & RAM without producing any evidence. And he seemingly intends to continue to stir up trouble for the company (& us shareholders), even if its leads to our suspension, forces us into administration & into ‘legal action’. Seriously who wants this nightmare - & it’s totally unnecessary - especially now we have two ways forward: the RAM deal or a stockmarket bid over the next 3 months.

GGG claims “I think you'll find that the Nomad and brokers didn't pick up or return calls.” If you phone Shard or Panmure you go straight through to their Reception, I have called both. Did you make the calls or was it someone else, which numbers were called & and what were the dates & times? Why did you not call AT or Marty - surely the first place to seek details & raise concerns, before dragging in third parties with unknown consequences?

Sure I asked a number of questions at the Q & A - that was what it was for after all (clue, it’s in the title). One of the ways a discussion forum works is that members attempt to work out what is going on, often those hypotheses are proven wrong (thats how debates/discussions progress btw). I called it wrong on Sundance, but we grown ups accept this & move on - maybe you should try it some time - when you are eligible? You had a lot of concerns, did you summon up the courage to ask any questions? Oh wait maybe you did, are you “Gertrude” (hence the ‘G’ in GGG)?

The GIC deal: this was agreed & contracted in March 2025 - before GGG was even a shareholder. AT made it clear the previous major shareholder, Glencore, had held 100% of the offtake, whilst the new major shareholder had been negotiated down to only 20%. This was agreed & contracted a year ago, what past event is he going to whine about next - the Glencore deal in 2022, the IPO price in 2010?

RAM - AT clearly stated he would like to reveal everybody behind RAM but confidentiality requirements meant he would need their permission first. It was so crystal clear a 6 year old could understand it.

Tamesis Partners has published a new research note on 10 March.

Zanaga Iron Ore Co. Ltd.."The Largest High Quality Iron Ore Project with a DFS"

If you go to their site you can register directly for free & get a copy.

https://www.tamesispartners.com/research-portal#/portal/tamesis-partners

Dustfilter @ 10.06. Until the end June EGM, ZIOC owns 100% of the asset at 'asset level'.

So putting in a bid (before end June) means they end up with 100% of the asset.

After the RAM transaction takes place (assuming it gets 51% approval at the end June EGM) the position becomes way more complex & likely more expensive.

AT main clear we are open for bids right up until the June EGM. So all the strategics who have previously engaged are now free to bid & the BOD will consider those offers. The RAM offer has put us into play & all potential bidders know they face a June deadline. This is frankly why I am here.

My last post tonight. Again G_G_G, wading through gibberish 2, to find a salient point. But here you make one & indeed it's critical & if you can prove it you could blow the RAM deal apart. So now go ahead & prove it - stop gobbing off on this board & provide us with actual details - before you seemingly willingly drive us to suspension! So now show us how the the RAM bidders have a 'concert party' over 30% and according to you they are already over 50%

"....because the vote was stacked by over 50% when this group of vultures arrived at the table. you don't even seem to grasp how this has been engineered. or why it has been structured at the project level for the 50% clearance and the side-stepping of regulatory and legal hurdles if done at the plc. "

This is important to us investors, its time for details not empty rhetoric.

Hux, fair point but its not barricaded off from stockmarket bids. Literally anybody in the world (with the means of course) can put in a bid for ZIOC at any date prior to the EGM & if they succeed they get 100% of the Zanaga mine equity & 80% of the offtake. If you are referring to the exclusivity clause & the $1.5m break fee, these are standard terms for this type of transaction. But they have no impact whatsoever on the ability of 'anyone' & 'everyone' to make a stockmarket bid for ZIOC on better terms than the RAM deal. Indeed that is what stock markets are about in these circumstances. I agree with Feeks it's a great question to put to ZIOC tomorrow. We deserve straight answers to important questions.

GGG, I find it difficult to make out what points you are making. It's 8.30 at night here & I am not going to waste my time or LSE members replying at length to what is frankly, mainly gibberish.

As ever you keep spitting out accusations but never put any meat on them, if you are potentially willing to see the company suspended (fellow investors: who wants that?) its time to spell out your 'evidence':

1. "..facilitated by our conflicted management." who in management are you referring to, what are their conflicts & how & why do they reveal them in the RAM transaction?

2. "..because there's dirty laundry, but i'm guessing there are trucks full of soiled laundry backed up around the corner." Again what is the dirty laundry, who produced the dirty laundry & what were their motives - before you push us into suspension we need a few details, don't be shy?

Continued...

3. Any interested party in the world is open to bid for ZIOC in the stockmarket right up until the EGM vote at the end of June. Of course this is an extremely attractive proposition to them, instead of haggling with management over a price related to NPV, they simply can bid in the stockmarket. With our 6p market price & the RAM transaction as the very low hurdles to beat - ironically this potentially tempts in the maximum number of bidders. There are no restrictions or reasons prohibiting one or more bidders doing exactly that. Right up until the EGM vote in June they can purchase via a stockmarket bid: 100% of the Zanaga mine equity & 80% of the offtake. Indeed it is a major incentive for them to act in the market before the RAM vote, when the situation becomes more complicated (& likely more expensive) with RAM owning a stake in Jumelles. The next three months are critical, lets not sabotage our prospects.

The RoC Presidential Election is being held this Sunday 15 March, if Denis again wins a conclusive majority in the first round & there are no serious protests, strategics immediate political concerns will have been laid to rest. This maximises the number of strategic investors who could bid for the company in the stockmarket prior to the EGM vote end June. A stockmarket bid is cheap & easy to organise, potentially allows the bidder to get the mine at a lower price than it was previously offered by the company (see 2025 presentation using figures from the Kami deal at 30% of NPV). But crucially it gives us the distinct possibility of one or more cash offers coming into the stockmarket on substantially better terms than both the market price & the RAM terms. This is by far the best way for long term ZIOC shareholders to realise value & it has to happen within the next 3 months before the EGM deadline. To recap who could be interested:

Major Global Miners - FMG; RIO; BHP; Vale; Anglo…

Major Steel Companies - Nippon Steel & the Japanese/Koreans; Baowu & the Chinese; Indians; European; even the US seeking strategic mineral deposits.

Sovereign Investors - Manara & the Saudis; UAE; Chinese; Others?

We should not allow a self appointed, tiny minority of shareholders deny us the right to receive one or more bids in the stockmarket, prior to the June EGM. Any bid could give us a significantly better price than either the current market price or the RAM deal. Given the low starting price, on a best case basis we could even have a bidding contest - which could really drive the price higher. The rights of 100% of shareholders to receive these potential bids, should not be sabotaged by a tiny discontented minority.

This is one of the most catastrophically destructive disgruntled shareholder proposals I have seen - even by LSE standards

The RAM deal is not what we shareholders wished for, but we have no evidence there is any alternative deal out there. (If anybody has details, let’s have the name & terms.) However, until the shareholder vote at the EGM, to be held by the end of June, ZIOC shareholders will own exactly the same 100% of the Zanaga mine’s equity & the 80% of the mine’s offtake, they owned before the RNS on 10 February. The only significant conditions imposed on the company are the exclusivity agreement & the $1.5 million break fee (both of which could be waived by RAM).

In summary this nonsense could destroy the company, wreck the only deal we have on the table & sabotage better deals that could emerge.

1. On a worse case basis the FCA/LSE could suspend the company’s listing. This would obviously deny them their only means of financing themselves, push them into administration & leave shareholders with absolutely nothing. Dragging the company’s dirty washing out in the press inevitably causes reputational damage to the company: among regulators, investors, potential strategic investors & crucially the RoC government who determine our critical licences. Have they tried all other avenues to meet their concerns - did they attempt to speak by phone to AT, Marty or the Panmure nomads? This is surely the way you deal with concerns & not by public mud slinging & dragging in third parties with their own agendas. Lets not allow a self appointed, tiny minority of shareholders wreck our company.

2. RAM is the only strategic investor deal we have been presented with since the company was listed in November 2010. We have been specifically seeking a strategic investor since 2012 when Xstrata indicated an unwillingness to fund Stage 1. If the Action Group are aware of an alternative strategic investor out there ready & able to replace RAM, don’t be shy name names & give us their terms & conditions. Again, there is no transfer of our 100% equity interest in the Zanaga mine or our 80% offtake, until the shareholder vote via an EGM at the end of June.

Every shareholder has the right to vote at that meeting - perhaps it will turn out RAM is the only option we have to go forward. The people who oppose this deal have the same 1 share = 1 one vote the rest of us do, they are free to vote against the deal & lobby others to do likewise: if they secure 50%+1 vote the RAM deal does not take place. But what they are actually doing here is trying to stop the rest of us from exercising our right to vote. We cannot allow a self appointed ‘Action Group’ representing a couple of % of shares, deny 100% of shareholders our right to vote on the only deal on the table.

"In which case, he could still say that the mine is coming into production and there'll be lots of jobs......"

His problem there is that with the ZIOC financed deal announced & 'firm' subject to EGM, he would be in a totally different legal situation than with Sundance. Also the ICC Tribunal took 5 years to make its Sundance decision, the ongoing uncertainty over who would be recognised as the 'owner' would hamper any new license holders from developing a mine with the CAPEX of Zanaga & of course the related infrastructure. Best take a bird in the hand and run with the deal on offer. ZIOC's counsel would have a field day with interpretations of that tweet alone.

BTW I am interpreting this as a positive. The President has essentially announced to the local population in Lekoumou district, where Zanaga is based, that the mine will be coming into production & providing them with much needed jobs. The alternative - post Sundance (their concessions passed to the Chinese) - could have been much worse, the announcement the license was being revoked & passed to the Chinese, Saudis, Emirates, whoever.

IMO any immediate danger of expropriation has passed, and likely once the election is out of the way any strategic investors who feel the Zanaga mine is worth more than the RAM terms, are free to bid for ZIOC in the market. They have just under 4 months until an end June EGM giving shareholders a vote on the RAM deal.

Important find Marcus, timing is everything. Zanaga heading towards production has been made into an election issue by the President himself, exactly 3 weeks after the announcement by ZIOC.

Marking a strategic milestone in its journey towards green steel production, Vale has signed a land reservation agreement with the Royal Commission of Jubail and Yanbu, Saudi Arabia, for the establishment of a multi-million-dollar Mega Hub at Ras Al-Khair Industrial City. Set to be developed in two phases, the project has the potential to produce up to 12 Mt/y of cold-briquetted iron ore, offering a ground-breaking solution that will accelerate the transition to net-zero steelmaking.

https://im-mining.com/2025/01/16/vale-to-establish-12-mt-y-cold-briquetted-iron-facility-in-saudi-arabia/

We have long thought the Saudis/Manara would be one of the main contenders for Zanaga to provide the critical DRI quality ore for their green steel ambitions. Do they intend to source the ore for this briquette plant from Brazil or elsewhere?

There have been substantial sellers as well as buyers in the last few months. In January & early February there was a significant seller (s) pumping out millions daily at 7.4p, anyone buying even in size could do so most days at 7.4p (even if the trades were played out in smaller quantities over time).