Member Info for Jiving

There has been a significant buyer at 6.4p today for a couple of million, I put my buys in at the same price today & picked up another 200k @ 6.4.

Perhaps it was a one off order perhaps it's an accumulator.

Any party bidding for the company is highly likely to accumulate a position in the market first, via shares or derivatives (& of course subject to reporting), to build up a voting stake & to average down ahead of a higher takeover price.

E. Nibj’s summary of his talk with management included “ ...this deal is probably the best they could get, to move on and get the FEED started, or they could have continued trying to lock someone in, and risk Congo becoming impatient." [changed for spelling]. I interpret this as supporting my hypothesis that the RAM deal is connected to averting possible licensing issues.

3. Why no alternative mining deal?

A. The company has sought a strategic partner since 2012 - ie for 14 years. During that time a number of interested parties have entered into talks, but we have never been presented with a deal (maybe ZIOC’s major shareholders were too greedy?). It seems that in practice it is extremely difficult to obtain investment for a landlocked iron ore mine in the RoC.

B. Quoting mining deals does for different companies, with different projects, in different mining sectors, in different jurisdictions is irrelevant.

C. Please list iron ore mining projects that have been successfully financed in the RoC. Gold mines in Ethiopia don’t count.

D. Related to 1B above - all is not lost as any interested parties prepared to offer better terms than RAM have until the end of June to make their bids. The exclusivity clauses have no impact on the ability of ‘anyone’ to make a stockmarket bid for ZIOC.

GGG. It is very difficult to actually work out what points you are trying to make. Nearly all your concerns have already been essentially answered in my earlier posts. But I will go through what I take to be your main concerns one by one. If you have specific points to make regarding my positions please respond in a detailed fashion point by point. I will not respond to generalities in future, its repetitive & a waste of everybody's time.

You seem to have a different hypothesis regarding the motivation behind the RAM deal but so far you have not provided any substantial arguments or evidence to support it. It is time to do so.

1. Understanding the RAM deal - it only takes effect after a June EGM

A. Until an EGM approves the deal - to be held by 30 June 2026 - ZIOC shareholders will continue to own 100% of the Zanaga Iron Ore mine & 80% of the off take.

B. That means that any superior deal could replace it. This is most likely to come in the form of a stockmarket bid - which the exclusivity clauses do not affect. All third parties have until June to present better alternative terms.

C. For the RAM deal to succeed they have to get over 50% of the votes at an EGM - shareholders are free to vote it down if they choose.

Point 1B meets your concern: “they also still have almost 3 months to raise capital in another way. why not”.

I present a hypothesis regarding the mining license issue & the desperation deal we secured with RAM. As a hypothesis I am specifically not claiming it as ‘fact’ & but as a possibility based on a detailed line of argument referring to a series of recorded events.

2. Mining License. Points A-C are some simple facts in the public arena, that justify any rational person’s concern about our license. Under certain conditions a mining license can be revoked by the authorities who granted it.

A. Our license was awarded in 2014, it is now 2026 and has been no construction let alone production.

B. The 26 January Sundance decision regarding the Nabeba deposit found in favour of RoC’s expropriation of the license due to lack of development in 2016-2018. This verdict was dubbed 'used or lose it".

C. RoC Mining Minister Oba made the following publicly reported comments. He stated that the decision should serve as a "warning" to other mining groups that hold licenses for extended periods without investing in project development. Oba emphasised that the verdict justifies the state's decision to revoke permits from companies that "trample on laws" and fail to bring projects to production. He has been a vocal critic of what he termed a "mafia and speculation network" by foreign miners.

D. If there was a sudden need not just to have 'plans' for FEED but proof of funding, the RAM deal provides that.

"Reminds me in a way of Brexit - in our case, RAM's deal will "get Zanaga done".

Exactly so Beardozer, the RAM bid has now put us up for auction.

ZIOC still owns 100% of the Zanaga mine right up until an EGM approves the RAM deal - by 30 June.

We have a lowball offer from RAM call it 15p. You likely need to bid at least twice that to have reasonable chance of buying the company ie 30p.

That would be circa $340m, I am actually confident that various miners, sovereign funds & global steel companies would value it at more than that.

And all of them are free to bid what they like on the stockmarket for control, until an EGM votes positively for the RAM deal, presumably some time in June.

Lets get this process underway & not try to wreck it or disrupt it.

These 2 quotes are taken from Google which itself took them from an African Intelligence article behind a paywall.

https://www.africaintelligence.com/central-africa/2026/01/23/brazzavile-finally-wins-arbitration-against-sundance-over-nabeba-iron-ore-project,110608750-bre#

1. Following the ruling, Mines Minister Pierre Oba, who has held the office since 2005, stated that the decision should serve as a "warning" to other mining groups that hold licenses for extended periods without investing in project development.

2. Oba emphasized that the verdict justifies the state's decision to revoke permits from companies that "trample on laws" and fail to bring projects to production. He has been a vocal critic of what he termed a "mafia and speculation network" by foreign miners.

Anybody can put in a bid for ZIOC via the stockmarket at whatever price they feel the asset is worth. If there are strategic investors out there who view the RAM terms as massively undervaluing the asset, they are totally free to bid a higher price in the stockmarket. All ZIOC shareholders then benefit from the higher offer & the possibility it might spur others to make bids.

The RAM deal has created this opportunity & as a result I think, on reflection, it's great news as a catalyst creating a potential bidding contest. Any shareholder who doesn't like the terms has a right to vote against the deal at the EGM, and lobby against the deal on this forum & elsewhere. Now if no higher offer is made prior to the RAM EGM, that also tells us something about the true market based value of Zanaga i.e frankly we have all over estimated its actual worth to strategic investors in iron ore mines.

Thanks Nibj, that was actually my hope and I am very glad the company specifically set out the bidding scenario and drew attention to the need for any interested party to act before our EGM. I don't think the situation we are in is ideal but whatever got us here has created the prospect of a bid from at least one of the strategic investors who have shown interest in the past. Possibly including the strategic investor who negotiated the share lock-in till 26 February (whatever happened to them?).

As a bidding contest was my best outcome I intend to hang on till mid May to see if this happens If nothing comes through I am out for good, been here since December 2019 & I am not signing up for the RAM deal & dreaming about my 2039 dividend flow (that made me laugh). So overall I am contented matters have been brought to a head, I believe in both the economic attractiveness of the asset & the likely demand from numerous interested parties for our DRI product. The sale price is now so low it would be amazing if nobody stepped up, a bid of 30p a share represents roughly the cost of drilling & studies. Minas Rio went for some $5.5b (way better jurisdiction but worse economics) and of course various slices of Simandou went for billions over the years. If nobody but RAM step up, then we was wrong.

Hi Ex, until the Sundance decision I would have completely gone along with your assessment, a development timetable which would have ticked all the pre-Sundance boxes for 'progress'. But that decision, plus this scrambled RAM deal makes me suspicious there was a threat to our license (initially & thankfully unofficial) that meant we could not dawdle getting a strategic investor for FEED, but needed immediate (pre election) proof of finance. Nibj's talk summary I believe alludes to this namely " ...this deal is probably the best they could get, to move on and get the FEED started, or they could have continued trying to lock someone in, and risk conco becoming un patient." The points I take from that are: they had to do this deal to get FEED started asap & could not keep looking for a better deal due to the 'risk' of Congo becoming impatient.

Whatever, any license risk has now hopefully evaporated with the RAM deal, and my focus is entirely on the prospect of alternative bids coming into the stockmarket from third parties worried they could lose the asset to RAM. Particularly once the election is out of the way, I think we have good prospects of getting one or more bids that would make the RAM deal history. Time will tell, but we - and everybody else - now have a clear timetable to play to, that ends on 30 June.

Hi Nibj

A quick clarification regarding your ZIOC chat. Did you or the company initiate the topics covered in your chat? In particular I am interested whether they brought up the issue of a potential pre-approval stockmarket bid?

Also this part regarding the issue of RoC getting impatient, ties in with the potential effect on our license from the recent Sundance decision " ...this deal is probably the best they could get, to move on and get the FEED started, or they could have continued trying to lock someone in, and risk conco becoming un patient."

Thanks Ex, post shareholder approval for RAM (by 30 June) is when I understood the bulk of the FEED work would kick in. So a potential new ZIOC owner/financier could/would take over from there.

I appreciate your practical knowledge of project finance and wonder what your take is on the whole corporate emphasis placed on FEED. Might it be aimed to satisfy the RoC authorities as well as potential strategic investors. ZIOC have to show the authorities they are making progress towards construction/ development in order to keep the license, and this FEED emphasis, & now via the potential RAM deal financing the remainder, hopefully meets those 'progress' requirements. Post Sundance I am sure you can see why I am making these connections.

The whole point of a stockmarket bid is that it takes place before the RAM deal is put forward for shareholder approval (to be done by 30 June 2026). At present there is no RAM deal - ZIOC shareholders own 100% of Jumelles & the Zanaga mine and will legally do so until the EGM approves the deal. The whole point of a pre-emptive stockmarket bid is that, anyone of the various parties who are/could be interested in Zanaga, can buy all of ZIOC & the mine via the stockmarket. The RAM deal goes out of the window. and never comes into effect, whether RAM or their plans are credible is then a moot point.

This is actually confirmed in Nibj's summary of his conversation, specifically & clearly"... anyone are free to come with a bid now...and other guys can see, if they want in, they need to move soon, or else it goes as presented. [ie the RAM deal once approved]"

Also I agree majors would want to fine tune their own mine design & FEED would reflect that - so RAM's FEED would likely be in large part a wasted effort.

We are actually being set up for a stockmarket bidding war, that could play out over the next couple of months. Anyone & everyone is free to bid for the company in the stockmarket & respond to other bidders with a higher bid. RAM are flippers so they also have an interest in getting a decent stockmarket bid in the short term rather than being stuck with the funding cost & operational hassle of FEED & beyond. So the ZIOC & RAM management may indeed be colluding, but to get a bidding contest going that benefits all ZIOC shareholders.

At some stage the ZIOC share price will move from disappointment to speculative interest in a bidding contest. Imagine the impact of a 15% shareholder being announced who was one of our 'likely suspects' - Manara, FMG, RTZ etc...

Nibj thanks for sharing & well done for getting a company response.

My stance has been this deal represents a 'For Sale' sign with any interested party having to bid in the stockmarket prior to this deal being approved at an EGM. Now confirmed by the company "Another thing is, anyone are free to come with a bid now and the next period, as they officially put it for sale, and other guys can see, if they want in, they need to move soon, or else it goes as presented."

GGG. The license was granted by the RoC authorities in 2014 to MPD Congo in turn owned by Jumelles, where ZIOC now owns 100%. The authorities have the discretion to revoke the license if they see fit, one of the reasons often used is lack of progress. The license was granted in 2014 & we are now in 2026 with no construction let alone production. The Sundance ruling approved their revoking the Sundance licences for lack of progress. That is the issue: why would you not think that is a problem - please explain?

The desperation deal is because regardless of all the NPV figures, successful project completions etc they do not appear to have a better bid on the table than that agreed with RAM. They have taken this deal because they have no choice, I have spelt out repeatedly my licensing concerns in the light of the Sundance verdict, if its not licensing its possibly because they cannot raise future equity funding.

The Zanaga mine can be bought in part or whole by strategic investors via two methods. First they can buy the mine held by Jumelles from the company by negotiation - typically based around NPV. This path is now effectively barred to them because of the exclusivity clauses (unless the BOD are willing to become liable for $1.5m break fee) stopping ZIOC from approaching or negotiating with other parties. Second, any party can buy a stake in ZIOC in the stockmarket (up to 30% without having to make a full mandatory bid), or make a bid for 100% of the company without either ZIOC or RAM’s permission - the exclusivity clauses cannot stop this. That is what a stockmarket is actually about, any bidder has to meet the full disclosure & regulatory requirements, but then are absolutely free to bid what they want for control - the company & RAM can do nothing to stop this.

So all the strategic investors who have ever been interested in acquiring the mine are now free to try to buy the mine, not at some NPV related price, but simply at whatever price would allow a takeover. This is great news for us as it would give us an exit price better than the RAM terms & quite possibly could lead to a competitive bidding contest. In current circumstances that is good not bad news, and nobody should actively seek to undermine it.

Have you tried to put your issues directly to AT or Marty, as a significant shareholder with serious concerns maybe you would get a response. Alternatively the independent Nomads could be contacted - Scott Mathieson of Panmure is a very capable person.

Sorry GGG there is actually very scanty evidence they have done anything wrong. Nobody knows their rationale, what if it to do with protecting the license? Without the license there is no value. Anything that jeopardises the license is frankly suicidal, we lose that there is then no asset, no value, nothing.

Desperation deal. That is exactly what it looks like to me. Done because there is no alternative. Circumstances may have changed in the light of the Sundance ruling. None of us know what happened: not you, not me, not MM. I argue for giving them the benefit of the doubt and not acting in a way that undermines the company and above all that does not jeopardise our license.

Stockmarket Bid. I don’t honestly see what you are worried about. Literally any interested party can buy a stake in the company or indeed put a bid into the market for the entire company. The exclusivity clauses have no impact on this possibility. We are literally now up for sale & we can find out what a bidder will pay or not. That is the market determining value & we are now in play. As set out below I am optimistic we will get one or more bids as I believe the asset has genuine value.

But if no deal merges then frankly the RAM deal is the market clearing deal.

Any interested party would way way prefer dealing with a simple stockmarket bid & process rather than dealing with two companies holding the asset, one of which is unlisted. RAM will inevitably want to talk 'npv', with all the hassle & potential higher price that might involve. Those pesky PIs are actually advantageous, as they will likely be interested in a bid price based around the current price - 30p vs a price of around 6p is a good short term prospect. I would be happy to take that, I suspect so would many others.

Maybe this:

"The International Chamber of Commerce (ICC) tribunal issued its final verdict in the Republic of Congo iron ore arbitration case on January 23–27, 2026. 

The tribunal dismissed the multi-billion dollar claim brought by Australian mining company Sundance Resources against the Republic of Congo regarding the expropriation of the Nabeba iron ore project. 

The tribunal found that the Republic of Congo had a valid basis to revoke the permit held by Sundance subsidiary, Congo Iron, due to non-development of the project between 2016 and 2018."

Agree completely with this ATG "But then again maybe we should trust the quality of this asset and its desirability? Maybe this is too good to pass up by the majors? Then again you could be also argue that is a dead poisoned chalice?"

We are now going to find out whether it is indeed an attractive asset, interested parties have a vast quantity of information at their disposal, genuinely interested strategic investors will have already done their pre-deal due diligence. I think all things considered it is still a world class asset that should draw bidders based around our current share price & the lowball RAM deal. However it now seems more likely that the Shard research estimate of 60p ( a discount of some 90% to NPV) might be accurate & I think many of us (me included) massively over estimated it's worth. If we get bids we are partially vindicated & if nobody is prepared to bid even 25-30p that would tell us we have misjudged & it is indeed a 'poisoned chalice'. Either way we are going to find out over the next couple of months.

Yes I have indeed changed by take on the deal ATG, & I note I am not alone in changing my stance on this share over time. I have looked at the details again and see the situation exactly as I described - a 'desperation deal' but one that crucially allows anybody to make a bid in the market & take control of the company/asset. Perhaps this exactly what Elphick intends, the RAM deal is a lowball price intended to draw in better offers, who now know if they don't act it will be locked up by RAM on 30 June.

Thus if RTZ or Manara or whoever wants to take control of this asset they no longer have to haggle over npv, their advisors simply establish what price they believe they would have to pay to takeover the company & put together the appropriate documents & bang it into the market. They don't need anybody's permission to do that, the issue of how the ZIOC board respond is more complicated but doesn't stop the process.

I also don't think RAM intend to be developers/operators they don't have the resources (financial & human) & I don't see they have the intent. Post FEED they will attempt to flip this for a higher price, which surely is obvious to all. Again actually a reason for genuine strategic investors who want the mine to put in a bid for the company now via the stockmarket, rather than postpone to haggle with RTAM in the future. I would not rule out that RAM might also welcome one or more bidders seeking to take control via stockmarket bids, even is these were in the range 30-60p (my hunch) that is a great return on their in-price of just over a year ago.

This is not the deal we hoped for & I don’t believe it’s the deal the management & other owners including those behind RAM hoped for either. It’s a ‘desperation deal’ the one you make when there are no alternatives & you have run out of road. As such I see it driven by desperation on the part of management and not by deceit or dishonesty.

There are two issues that may possibly be driving this. First, finance, we are running out of money & the only way we can raise new funds is via equity issuance. Maybe the major shareholders are essentially vetoing that option & demanding a deal, ‘any’ deal instead. Second, perhaps this is tied up to RoC licence conditions, quite plausibly - given how long the process is taking - they may have demanded tangible progress on, say FEED by a target date - how about 30 June 2026? Meet that target or face losing your licence, in the absence of a better competing bid we had to take the RAM deal on the table.

We don’t know what drove them to make this deal (& may never know) but frankly we should be wary of making a bad situation worse. Contacting the RoC authorities to try to make them take sides is potentially suicidal by giving them an excuse (squabbling shareholders unable to make progress) to revoke the license & sell it on. Similarly I am with Beardozer here - trying to get some kind of financial regulatory intervention could also lose us the license either by putting a regulatory/legal cloud over the company or via possible stockmarket suspension crippling our efforts to make any progress on the mine. That is leaving aside issues like - if we were suspended how could the company raise funds to continue operating - thus even if we didn’t lose the license we could still be forced into administration.

It's not a great deal but we as long suffering shareholders should be very wary about making it worse. Particularly as the exclusivity clauses do not stop any interested party from either building a stake in the market or putting in bid for all the share capital. If we believe there are interested parties actively interested in our mine ( & I firmly do believe that) then they could potentially pick it up at bargain levels based on our bombed out stockmarket price. This takeover possibility is not currently reflected in the share price which is still reeling from the understandable shock with the RAM deal terms. That may change.