RE: Could Someone Wake Up marcusg71?15 Aug 2025 07:36
@Jiving: “But is the GIS & its 20% offtake really it, maybe wrongly I attributed it to a value grab by our new cornerstone investor "'cause they could". Which they then dumped into a purpose built shell - GIS - to be monetarised at some later stage, but specifically for their financial benefit & not anybody else's including ZIOC.”
I suspect this is exactly what GIS is, or will be. If it’s somehow for the bona fide benefit of all shareholders, I’ll be happy to be proved wrong. I’m not expecting to be wrong…
Never ascribe actions to altruistic “4D-chess” style planning where narrow self-interest is a credible explanation!
I will send the email below to the company secretary today.
Subject: GIS and Related-Party Considerations
Dear Company Secretary,
I refer to the RNS dated 3 March 2025 (“US$21.5m Private Placement & Proposed Buyback”) in which an entity referred to as Gulf Iron and Steel (“GIS”) is named as receiving marketing rights over 20% of the Zanaga Project’s production.
From the information available, GIS’s ownership, governance, and financial contribution have not been disclosed. This raises questions about potential related-party interests.
Under AIM Rule 13, any related-party transaction above the relevant thresholds must be announced with confirmation from the board and Nomad that the terms are fair and reasonable. Under FCA DTR 5, beneficial ownership interests must be disclosed promptly to the market. The board is responsible for ensuring compliance with both.
Accordingly, please confirm:
1. Related-Party Status – Has the board established beyond doubt that GIS is not, and is not connected with, any related party as defined under AIM Rule 13?
2. Ownership Links – Do any directors, substantial shareholders, or new placing investors have a direct or indirect interest in GIS? If so, has this been disclosed under DTR 5?
3. Due Diligence – What steps did the board take to satisfy itself that granting GIS 20% of production is in the best interests of all shareholders?
4. Safeguards – What measures ensure GIS’s role cannot divert economic benefit away from ZIOC shareholders without full and fair value in return?
Yours sincerely,”