Member Info for Jiving

Extradar, this is the Elphick shareholding statement from the notes in the 2023 annual report - which I take (rightly or wrongly) to be definitive:

"Clifford Elphick is indirectly interested in 79,907,592 of these ordinary shares, which are registered in the name of Guava Minerals Limited, by virtue of his interest as a potential beneficiary in a discretionary trust which has an indirect interest in those ordinary shares. The remaining 2,167,220 Ordinary Shares are registered in his name."

I believe every shareholder has the right to request access to the current shareholder register from the Company Secretary (rather than say IR).

Re-Garbut, I believe a member of the original syndicate either died or wanted out, hence the dissolution. Given they benefited from the IPO & certainly whilst Garbut maintained their full holding whilst the shares slid, my hunch is they likely still hold more than 50% of the original Garbut stake - I mean why sell at under 10p when you have once seen it above 200p?

Thats brilliant research Extrader. Thanks for trawling through the RNSs, your sacrifice means we dont have to!

I had put the ownership concentration at 70%+ its nice to see it rationalised. A couple of amendments, Julian Higgins is sadly no longer with us & had sold down a big chunk of his holding before passing. Keith Everitt invested heavily in a budget airline (Flybe?) before it went under, I am not sure if that affected his other holdings.

The ownership concentration, particularly the over 51% owned by just two shareholders, is why potential purchasers have no alternative to negotiating directly with them, as any stockmarket offer could arithmetically never secure a majority. The separation of the offtake rights from the shares & granting them solely to Glencore, also means a would be acquirer HAS to negotiate with Glencore to secure offtake.

Many have speculated as to the reason it has taken so long to secure a deal, my explanation is simple - they have had serious ongoing differences over valuation/price.

I share your view that EPP is, as a standalone project, even more unrealistic & impractical than the Marty startup. The Genmin example you quote is very telling. If you are serious about undertaking an EPP style project you need to get on with it & do it like they are, signing actual offtake deals not just continually revising plans & announcing further studies. I still believe we are more likely heading for a buyout than anything else, but I am now at the stage where I dont care what emerges provided its 'something'.

Shandy, actually that is factually incorrect. David Tapolczay was NFX Chairman at the time & was the key contact person with regard to the Chinese pharma that eventually went bust - just before they could make critical contractual payments on NFX001. Dan as CEO had nothing to do with that relationship, and was therefore not expecting the collapse. The entire company was not prepared for the consequences of the collapse for NFX's business model, that envisaged the NFX001 payments essentially funding the company & the development of NFX002 going forward.

Extrader, China has seemingly been intentionally built into almost all aspects of the Zanaga mine's development. My assumption since the July 2023 RNS setting out what became the 2024 FS was that this was to draw in a bid from the Chinese, likely to compete against a low existing bid from the Saudis/Gulf. Two topics to cover, the port & China's rationale.

PORT. This always looked like the low hanging fruit after the AD Port announcements in 2023 & the speed with which the Gulfies were initially moving. The fact no deal has been announced I put down to two likely connected reasons. First, the port bid could have been a part of the Saudi/UAE consortium plan for the mine's development, had they completed a buyout or a majority buy-in. Second, the port slot could have been intentionally left open so that a Chinese buyout of ZIOC could incorporate a Chinese owned/operated port solution. Thus the entire project could be Chinese owned & operated from mine to ship.

Beardozer, given I am usually attacked for my so-called 'negativity, its a bit of a shock to be essentially criticised for being too optimistic. I don't see anything contentious in what I have said, ZIOC is as you note is a binary investment - we are in it for a 'deal' and not for year-on-year stockmarket appreciation. My take is we are closer than ever with the 2024 FS out & being marketed internationally in a de-facto bidding contest. I don't take Marty's start-up or the EPP seriously & I don't think likely bidders will either - so we get a buyout or a buy-in hopefully by autumn.

I didn't like the terms of the last small placing, the discount to market was way too large for such a small transaction. But was likely a result of the PR/IR shambles that had taken place over the prior 10 days, which soured the market. So I estimate we 'lost' say around 10% in value on the shares placed over a 'normal' discount, which by my rough calculations amounts to some 0.015p per share (aside from the dilutive effect). So not anything to fret about & lose sight of the big picture. If we are in a de-facto bidding contest we may never need another placing outside of the current T1 of the 2024 structure.

Thanks Extrader this is important & highly relevant to the end game. The Chinese are potentially coughing up capital for the power via CMEC. They may also be coughing up project finance (circa 70% of Stage 1 costs) for the construction of mine/pipeline, for which they are also be tied into a EPC contract that dumps much of the construction risk on them as well. Yet thus far we have had no hint of a bid from them for the actual mine itself & its offtake, but we know their ambitious targets for foreign iron ore mine ownership still require capacity beyond Simandou & other recent deals.

Indeed Marcus, this is the key point about the 'insider' article. Just 'anybody' cant get access to a specialist journalist, claim to be an 'insider' with no evidence & get printed. It would be chaos if they did, with all the different bull/bear posters pimping or trashing particular stocks. So my take is: it's not just that he did necessary checking on 'insider' but knew full well who he was in advance because he had likely had years of contact with him, and when approached with a 'breaking story' therefore publishes it.

With the shambles & confusion that followed in the wake of Marty's podcast, this remains the key take on timing. The retraction RNS makes clear that currently no detailed negotiations are taking place with any one entity, but that is exactly what you would expect before a bidding contest - a level playing field.

Which at least confirms they bought & held. Also noteworthy to see the dilutive impact of the employee share swap & placings has had on our share capital. At the time of their last notification they held 48.26%, now even after last week's top up they hold just 43.17%.

I am genuinely an optimist here, I think we are finally heading towards end game. ZIOC is not & never has been about trying to get a serious revaluation via changes in stockmarket sentiment. Its frankly has always been about striking a deal based around project valuation - even if that was 25-50% of NPV. The 2024 FS was only finally released on 30 April - little over 2 months ago - this is the basis on which they are taking bids & that is why we are delayed.

Assume it was immediately sent to potential strategic investors, they work through it, receive an explanatory marketing visit from Marty - put questions to him etc. They know they are in a competitive situation, that has been made abundantly clear & also that there are no advanced negotiations in place with one party - ie a level playing field for all. So now they can indicate initial offers based on how they see it - whether for buy-in or buyout structures. Then haggling has to take place, particularly if at least two serious financially viable parties are bidding - think Saudi & China. Realistically this has to be a couple of months to iron things out - even before due diligence. So as far as where we stand I think the Mail insider article told reality - we are a 'few months' away.

Vet10. I am not sure this shambles is specifically Marty's fault. Elphick makes all decisions here, including who releases interviews & roughly what they say. Marty has an unenviable task, he has to pretend in his presentations that ZIOC can realistically launch Phase 1 of a vast world-class mine as an independent company ie a start-up.

This is a nonsense & basically a marketing/negotiating gambit to seek a higher price for a mine buyout by posing as a potential developer rather than as a simple project generator. Our status has changed, ZIOC was at the time of its IPO able to present itself as a potential developer, solely because Xstrata was taking majority ownership of the mine (hence the 156p IPO price 14 years ago) & crucially control of the development & future management of the mine. Now that Glencore has no interest in any active role developing & managing the mine, ZIOC has become in practice a project generator, not by any rational measure a potential developer. Project generators receive lower buyout valuations for their projects than mine developers, my take is that the last 12 months have been an attempt via the 2024 FS & the Marty appointment, to push the buyout price above that which a project generator could expect.

Trading below the placing price. After a placing of only around 3% of share capital, a big chunk of which was taken by the two main shareholders. This is bizarre, the shambolic 10 days of contradictory 'news' releases, official & unofficial, sure didnt build confidence & draw in new investors - looks to me like most/all of it was simply dumped for a few % turn.

Re-timing. Most LTH who have ventured an opinion on timing have essentially been wrong, we all kept hoping it was going to be sooner rather than later, for obvious personal reasons. The key event of the last 12 months has now occurred the production & distribution of the 2024 FS to all interested parties, & Marty's mid-June follow up meetings with at least 5 of them. IMO the Mail article gives the best likely hint, this from insider (who I reckon to be most likely AT as he has City contacts):

"Although there is no formal deadline, a deal is expected within a few months, according to an insider."

Whats 'within a few months', most likely he does not know exactly, as it depends on the length & nature of the bidding/auction contest which involves multiple third parties. The likely frontrunners, Saudi & China, have had the details for long enough to calculate their bidding parameters in advance. My expectations are now based around September onwards, either a straight deal RNS or an exclusivity announcement with the best/preferred bidder.

99IC. Thats a good point vis distribution of FS immediately after 30 April to interested parties - they all get the definitive FS & presumably updated presentation at the same time - clearly establishing a level playing field. This would make Marty's mid-June marketing trip an opportunity for interested parties to put questions in person having analysed the documents, and to allow for more detailed specific follow up from ZIOC. Everything lined up for them to respond with their detailed bids.

I am in the opposite camp from those believing the company tried to push the share price down prior to the issue. I see Marty's podcast as being a failed initial attempt to push the share price up. After the disastrous market reaction there was an attempt by 'insider' in the Mail to push it back up. But the use of the description 'insider' provoked a reaction from the Nomad at the end of the trading day & he forced the company to issue what was effectively a retraction. They have not voluntarily reacted to similar price movements in the past, & have no reason to deny a rumour from a third party - IMO this was involuntary & the downward share movement after that RNS was the opposite of that they intended. Remember the two major holders suffer more from the effects of unnecessary discount/dilution more than anyone else, their purchases only partially rectify that. We will likely never know the truth & frankly its done & dusted, like others I grabbed a few more at 5.6/5.7p.

Vet10. My concern is that the delay caused in producing the 2024 FS - which looks to me to be a clear attempt to draw in additional bidders & set up a de facto auction - might have caused any 2023 interested party to walk. A case of potentially the best being the enemy of the good. A 50p share price is less than $500m for the mine, but IMO it is better than any nonsense 'go it alone' EPP. Having said that, IF we do have a bidding contest between 2 or more serious bidders then we should get substantially more than that. 'Insider' seemed optimistic that something would emerge shortly:

"Several companies are reportedly interested, ranging from those considering a consortium stake to others looking to acquire Zanaga entirely. Although there is no formal deadline, a deal is expected within a few months, according to an insider."

Hi Extrader

Thats an interesting observation that Saudis/UAE/AD Ports may have been trying to snooker ZIOC. Elphick then IMO played the China card with the 2024 FS being so China facing & focussed - in terms of clout in RoC the Saudis cant muscle out the Chinese. It looks to me like Elphick/Glencore have since July 2023 tried to set up a Saudi vs China bidding contest based on the 2024 FS.

It is likely that those bidding - as a consortium or single buyer - for a full buyout will want/need a miner on board as developer/operator. The Saudis, given their strategic stake in Vale's non-iron subsidiary, surely have an inside track with Vale, but I dont see why Vale could not act in that capacity for other potential buyout bidders. The Chinese would likely want to go it alone, as they have done with their portion of the Simandou project. I remain sceptical about the Marty start-up attracting a strategic investor in a buy-in. There is seemingly as yet no taker for 'just' the $20+m needed for FEED - surely a low cost/low risk option for an interested party? Maybe Marty with his development/green emphasis is pitching to the Europeans - lets hope so, the more the merrier.

Hi MM,

Hi MM, interesting observations & timeline. As ever there is no right/wrong in the extrapolations we try to make from what little info we receive from the company. But overall I feel the 2024 FS process that has cost us all (including Elphick/ Glencore) time, money & dilution must be for a substantial reason - ie a significantly increased price for a buy-in or buyout vs what was available in 2023.

I am completely at one with you in believing a Saudi/Gulf consortium has been an active bidding party since early 2023 (& their likely interest may even have spurred the Glencore stake merger deal). The sudden flurry of activity that took place between the Saudis/UAE & Denis in Spring 2023 leading to the AD Port announcement amongst others, suggests something was 'up'. Here is where I wonder if there was a basic price disagreement between the Saudis & ZIOC - ZIOC hoping pricing would be based on a 2014 FS ++ (allowing for positive changes since since 2014) but Saudis sticking to the 2014 FS.

Hence the big July 2023 announcement of a 2024 FS that would move pricing talks to a different, higher updated level. But the key aspect of the 2024 FS for me was the blatant pitch to China - Chinese contractors, Chinese power, maybe Chinese port (as alt to AD) - ie Chinese everything but ownership of the mine & offtake. Potentially bringing a Chinese bidder into the picture in direct competition to the Gulfies. It is competition that will drive a price closer to the 2024 FS numbers & what this delay IMO has all been about. Whatever, I believe today has cleared the decks for a bidding contest, where the 2 main likely bidders already have all the relevant info & have had plenty of time to determine what price they will bid. We are hopefully - at last - in the final stage.

Sadly looking at the market price & volume (6.8m so far) it looks to me like a big chunk of the shares (ex Glencore/Elphick) have simply been dumped back into the market.

Its a big positive they did this in one transaction - clearing the debt & raising an additional $200k for expenses. Disappointed they did the sale at such a big discount to market but 'life is life', and they must have wanted to clear uncertainty prior to the key strategic discussions.

I know you have commented recently on this MM, particularly after last weeks events. My thinking now is that all detailed negotiations with strategic investors were essentially put on hold this time last year until the 2024 FS figures were finalised (whilst of course keeping all parties aware & updated on progress). Because ZIOC would want to make those the 2024 FS simultaneously available to ALL interested parties & set into motion essentially an auction process - & Marty just delivered the presentation to them all in person to start the auction. Which would also explain why they might not have engaged in detailed discussions with 'A' strategic investor, because that would have potentially crippled their ability to offer a level playing field for ALL interested parties. Now whichever strategic investor offers the best terms based on the 2024 FS gets the deal. 'Insider' in the Mail could thus be correct in expecting interested parties to submit (pre-prepared) bids, whilst the follow up response would be correct that no single strategic investor was currently in detailed discussions.

Correction: so with 14m+ shares issued we have now repaid the loan in total. Interestingly we could have repaid the loan just with 12m from T3 = 12m x 5.25p = GBP630k = $787k. So I guess that explains the Friday RNS re T3 in front of todays RNSs. Adding in just over 2m sales from T1 of the 2024 facility gives us some an extra $200k in the kitty. So we likely wont need any more sales for a while.

Going forward, dilution will be considerably less as the bulk of the 2023 facility was used to repay the Glencore loan, and now we only have monthly expenses to pay.