Member Info for Mitch984

The concern for me is that the Company Secretary or the Nomad have still not responded to requests from some members of this forum to explain why they have failed to file TR1s relating to both significant shareholders and the ultimate beneficial owners of shares held by those significant shareholders.

Zioc are clearly in breach of AIM regulations, but do not seem to care. I cannot see that can be in any way positive for shareholders like ourselves.

Next week will tell on Elphick.

Is this just the first sale, done solely for tax purposes, or is it a pre-cursor to him selling his entire holding?

I have a feeling today's reported sale was not covered by the RNS lock-in agreement, and that more sales could follow next week from his Guava shares. Certainly the £160k or so that he brought in from today's sale is totally inconsequential to a man of his wealth.

If more much larger sales do happen, the big question will be "why"?

"Another 2x1 M from yesterday. I dont understand who is supplying these share"

Are you certain they are buys though, nibj? With delayed trades its often hard to tell if they are buys or sells.

The 1,167,443 delayed trade from yesterday looks like a Sell to me, and therefore cancels out all the buys as regards volume.

In my view we will get a good indication of whether we are going to be screwed over in September.

Guava's (that is, Elphick's) lock in on selling him shares expires during September:-

"After the period of 6 months from First Admission, Guava has agreed to only dispose of ordinary shares held by it in accordance with certain orderly market provisions for a further period of 6 months. "

If we see large batches being sold I would personally take that as an indication that Elphick is bailing out because he knows its his last chance to get market price for his shares.

However just to show how cloudy everything to do with Zioc in, the " certain orderly market provisions" in the RNS are not expanded on anywhere. There could be an important difference for us between Elphick having to comply with " certain orderly market provisions" and just "orderly market provisions".

"Imagine being worried that people are buying shares."

Nobody is worried solely about the share buys Shaun.

They/we are concerned about the complete lack of transparency about who the real beneficial owners of Zioc are, and the associated complete lack of TR1 filings in accordance with AIM rules and regulations.

If you are not at all concerned about the above and think its all so hilarious that others are, perhaps you would grace us with a paragraph or two saying exactly why you think its hilarious? Instead of your usual dismissive one-liners.

And please don't say that our directors wouldn't screw us small shareholders because they would not want to "tarnish their reputations". If you seriously think that about any set of AIM directors, then - as Shrewdude rightly told you last week - you are being very naive.

Yes, these late "unknown" trades are a puzzle.

I wonder if Starbright got a reply to his 12 August email below? It is the cloudy ownership of Zioc that worries me, and despite Shaun stating that its hilarious that anyone can think Zioc might be taken private, the possibility would be stupid to ignore.

Starbright's email:-

Ok. I have become sufficiently vexed by this (holdings disclosure) topic, that I have emailed the company secretary requesting an explanation:

“Dear ZIOC Company Secretary,

As a shareholder in Zanaga Iron Ore Company Ltd (“ZIOC”), I am concerned by the apparent absence of TR-1-style notifications for substantial shareholders.

I note that, although ZIOC is incorporated in the British Virgin Islands, Article 18 of the Company’s Articles of Association expressly incorporates Chapter 5 of the UK’s Disclosure Rules and Transparency Rules (“DTR 5”) into the Company’s constitution. This clause clearly binds both the Company and its Members to DTR 5-equivalent disclosure obligations, with “issuer” to be read as a reference to ZIOC.

Given this, I would appreciate your urgent clarification of:

1. Why no TR-1-equivalent notifications appear to have been published for significant shareholders crossing the DTR 5 thresholds since admission;

2. Whether the Company has received such notifications but has chosen not to release them under AIM Rule 17;

3. If no notifications have been received, what steps the Board is taking to monitor and enforce compliance with Article 18; and

4. Whether the Board intends to take enforcement action against any shareholders who have failed to comply with the disclosure obligations embedded in the Articles.

The absence of such disclosures raises material questions about corporate governance and market transparency. I will be sharing your response with fellow investors and, if necessary, referring the matter to AIM Regulation to ensure the obligations in Article 18 are being honoured in both form and spirit.

Yours sincerely, “

If we are taken private - and I have thought for a while that is the intent - then I just hope they do the right thing and offer us at least 12p a share (+40% on today's share price). I'd be incurring a loss, but at least I could get on with my life with an element of certainty.

Bear in mind that to de-list and go private, they are not obliged to offer us anything at all - although if they did that there would I'm sure be a class action suit on behalf of the small shareholders. That would take years to be resolved though.

I just hope that nibj and catbert are correct, and they are preparing us for a full buyout by a third party.

"ridiculous concerns."

Shaun. Instead of just stating that being taken private are "ridiculous concerns", perhaps you could take the time to explain why they are "ridiculous concerns."?

If its a logical and factual explanation, it might help put many shareholders' minds at rest.

The 75% refers to 75% of the votes cast at a general meeting - not 75% of the total shares in issue:-

"To cancel a listing on AIM (Alternative Investment Market), a company needs the approval of at least 75% of the votes cast by shareholders at a general meeting, according to the London Stock Exchange. This is a requirement under Rule 41 of the AIM Rules."

To propose the delisting, the % is much less - as Bear says.

And don't forget that, with the total lack of TR1 declarations, we really have no real idea of who owns what anyway.

To be honest, the below has been my worry for sometime.

Taking a AIM Company Private

Taking an AIM (Alternative Investment Market) company private involves delisting the company's shares from the AIM market and making it a privately held entity. This typically involves a formal offer to shareholders to purchase their shares, followed by cancellation of the company's AIM listing. A significant portion of shareholders (usually at least 75%) must approve the cancellation of the AIM listing.

What I haven't been able to discover is whether shareholders have to be offered a fair price for their shares. I assume there has to be a premium, even if a small premium, to the current share price, but someone else may have better knowledge on this than me.

Achieving the 75% needed I don't think will be a problem for them, especially if they pick up the Elphick/Guava shares when his disposal restriction expires.

I'm not at all saying it will happen, but I do not like the lack of transparancy and failure to follow AIM regulations, so I'm not ruling anything out in my own mind. ZIOC would not be the first AIM company to screw their small shareholders. And yes, I know the directors have a duty to act in the best interests of all shareholders, but nothing will happen if they don't and we all do get shafted.

Maybe I'm just depressed due to the hot weather.....

Excellent email Starbright.

Lets hope we now get some answers from the company on who exactly owns what! They have clearly been breaking AIM regulations on this, but the question is why? Inefficiency, or a more sinister reason?

Hi Catbert,

Some interesting observations there. I hope you are right on many of them.

One correction though - Elphick/Guava are only tied in until next month, not February 2026. As per this section of the March RNS:-

"The Company and Guava Minerals Limited ("Guava") have entered into an agreement (the "Guava Lock-in Agreement") pursuant to which, subject to certain exceptions, Guava and its connected persons has undertaken with the Company not to, and to procure that its connected persons do not, dispose of any interest in any ordinary shares held by it or subsequently acquired after the date of the Guava Lock-In Agreement, for 6 months following First Admission. After the period of 6 months from First Admission, Guava has agreed to only dispose of ordinary shares held by it in accordance with certain orderly market provisions for a further period of 6 months. In the event that First Admission does not occur by 14 March 2025, the Guava Lock-in Agreement shall lapse and have no effect."

From September for 6 months he/they can only dispose of their shares " in accordance with certain orderly market provisions", which typically has never been expanded on.

Not really amusing MM. I raised the opaque nature of the new ownership and the lack of TR1s 6 to 8 weeks before you raised the issue of GIS ownership.

Yes, it is now becoming a wider concern, but not solely because of your queries about GIS.

Thanks Starbright for sending that email to the Company Secretary.

If no response is forthcoming, perhaps some of use should consider contacting the LSE's AIM Regulation team, which oversees compliance with the AIM Rules for Companies.

" Much, much more to come."

...but "when" is the real question.

And also, who will benefit? All the shareholders, including us? Or just our new lord and masters, whoever they really are?

"Why is this board so moribund? I voiced my opinion over 24 hours ago and no comments since! "

I think a lot of us have just given up, Bear. I know I have.

I do not like the opaque way our new "owners" have structured their "takeover", and I like even less the total lack of TR1 filings that under AIM rules would reveal both the number of shares held and the ultimate beneficial owner of same.

When AT states he is working hard for the shareholders, I just do not think he means us any longer.

Perhaps Zanaga have a new intern in the Office whose job, after making the tea, is "social media".

Not that we have an Office of course. :(

The now regular Zanaga tweets on X stating the obvious are starting to sound like desperation to me. Hope I'm wrong.

Just another false dawn. We have all seen it many many many times previously. Unfortunately.