Member Info for StarBright

I’d expect him to have been required to disclose the totality of his voting rights, ie all of the shares he owns. But DYOR, YMMV etc

@Pip56, if you’re a self-directed investor on HL, AJ Bell, Interactive Investor, etc., the platform won’t automatically follow a proxy adviser’s voting recommendation for your shares. Unless you actively submit a voting instruction, your shares usually go unvoted.

Your hypothesis that the company will “..rung around all the major private investment platforms and asked them to use their proxy votes in favour of the company” isn’t how this works in practice.

@DINVOFT, “proxy” has an accepted meaning in the context of shareholder votes. It’s just a way of referencing those who aren’t voting in person. A “proxy adviser” is a firm that provides research, analysis, and voting recommendations to institutional investors (like pension funds, insurance companies, and asset managers) on how to vote at company shareholder meetings. Proxy advisers act as a kind of outsourced governance research department — they study company resolutions, assess them against governance best practice, and generally give a recommendation such as “Vote For”, “Vote Against”, or “Abstain”.

Voting FOR the resolutions proposed by RM - particularly voting for the removal of Patrick Cox - is the best way to send a crystal-clear message that change is needed.

It’s not even necessary for the vote to be “won”. If a significant (defined as 20% by the AIC Corporate Governance Code) percentage of the votes cast are in favour of removing Patrick Cox, the company will be required to act. At the very minimum they will have to engage with shareholders to understand why their recommendation wasn’t followed, and explain the actions they will take as a result.

RM already has its own 6%. Private investor votes here are likely to tip the balance, because the total number of votes actually cast may be quite low. If private investors vote another 4% in favour of removal, the company will have to mobilise 40% of the register in its favour to avoid a very publicly embarrassing follow-up process.

Push has come to shove here. Dissatisfied shareholders should register their dissatisfaction by voting to remove Patrick Cox. It may well be that just 20% of votes cast will be enough, even if it’s not an outright win.

For those evidently confused by who does what at ZIOC, here’s an aide-memoire covering the current Management / Board / Shareholder setup:

1. Management Team

Martin Knauth, CEO

Andrew Trahar, Corp Dev & IR

Colin Harris, Lead Technical Expert

Gary Vallerius, CFO

Florent Lager, AGA MPD Congo

2. Board of Directors

Cliff Elphick [Non-exec, Chair]

Martin Knauth [CEO]

Clinton Dines [Non-exec]

Johnny Velloza [Non-exec]

Phil Mitchell [Non-exec]

3. Shareholders

Cliff Elphick, 10% [via Guava]

Gagan Gupta, 10% [via Eagle Eye]

*Persons Unknown, 7% [via Regatta HCRP] [managed by Heeney Capital]

*Mark Cutifani, Unknown% [part of Greymont Bay 18%] [managed by Heeney Capital]

*Tony Trahar, Unknown% [part of Greymont Bay 18%] [managed by Heeney Capital]

*Tony O’Neill, Unknown% [part of Greymont Bay 18%] [managed by Heeney Capital]

*Phil Mitchell, Unknown% [part of Greymont Bay 18%] [managed by Heeney Capital]

*Persons Unknown, [part of Greymont Bay 18%] [managed by Heeney Capital]

Mick Davis, Unknown% [NOT part of Greymont Bay 18%]

“Founder of a Saudi Arabian investment fund” - Unknown%

Other “not in public hands”, 4%

Public/free-float, 51%

*Heeney Capital is uniquely powerful as 25.26% is enough to block any shareholder resolutions requiring 75%

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, “

I spoke last year with a friend who’s a corporate law partner in one of the major US firms about this. Summary is that BVI incorporation materially increases the risks for “ordinary” shareholders because of the relative lack of statutory protections and the ease of avoiding even these through specific provisions in AoA etc. Additionally, the provisions and processes of the UK Takeover Code are very unlikely to apply.

As I have posted many times, ZIOC is an interesting candidate for a carefully sized holding in the speculative compartment of a properly diversified portfolio. But shareholders should be aware of the very real governance risks alongside all of the usual early-stage mining project risks. Whilst “multi-bagger” returns are possible, so is the risk of capital loss. This not a share to which any private investor should be over-exposed.

It is frustrating that ZIOC’s poor communication and shady disclosure practices act only to highlight the risks…

The largest component is likely the difference between the “gross” [$23m] and “net” [undisclosed] proceeds of the fund raise. A typical range for the costs would be 7-10% , so probably $2m in banking/broker/adviser/legal fees... Plus they were running on vapours, so probably had some overdue bills to cover. I don’t think it’s hard to get near to the recently disclosed cash position as a result.

More digging needed here @Ex….

Adding the disclosed %’s (as per my post yesterday) strongly suggests that Regatta HCRP and Greymont Bay ARE linked; we are told that both are managed by Heeney Capital Resource Partners.

For amusement, here’s @MM on that topic from back in March: “ Hi Mitch - to expand on the significance of 'Regatta'. There is 0-point-zero chance that they are connected to Greymont in any way whatsoever. Perhaps less than that.”

Someone is playing disclosure games here in an attempt to obscure ownership. Not a good look.

Who wrote the cheque(s) for the 210,271,318 shares “managed” by Heeney Capital Resource Partners?

No, it’s good news! Rathbones are always on the wrong side of trades. Anything they are selling is worth looking at… Believe me they are notorious within the industry for getting stuff like this wrong…

I wonder if they’ve sold 5% as a parcel to someone interesting? Maybe someone else wanted 5% so they too can requisition general meetings and have a crack at nominating directors etc…?

Will we get a TR1 revealing the identity of whoever bought the parcel? Or were the shares just sold into the market over time?

Interesting / exciting development! Watch for further twists.

So…

If we add together the Greymont Bay | LLC3 holding and the Regatta HCRP I LP3 holding we get 18.28% + 6.98% = 25.26%.

Presumably the very same 25.26% disclosed in a note as “The Company has been informed by Heeney Capital that the total number of shares owned by entities managed by Heeney Capital is 210,271,318 representing 25.26% of the issued shares.”

Interesting. Clearly I’ve not kept an eye on the register. Sorry if all of this has been covered/discussed already!

Heeney Capital Partners are named in the Private Placement RNS:

“Heeney Capital Resource Partners: A private capital firm headquartered in New York, focused on acquiring significant interests in private companies and individual assets. The firm specialises in development-stage mining assets, leveraging deep sector expertise to unlock value in high-impact, strategically significant projects. Its portfolio is complemented by opportunistic investments across critical resource sectors, with a strong track record of partnering with industry leaders to drive long-term asset growth and value realisation.”

Eagle Eye may be Gagan Gupta / Arise….?

Https://www.zanagairon.com/investors/

Who is behind Heeney Capital Resources (25% holder) and Eagle Eye Asset Holdings (10% holder)…?

I have today instructed the two platforms (Coutts and Charles Stanley) across which I hold just over 500k GSF shares to vote IN FAVOUR of all four resolutions.

My original stated intention was to vote only in favour of resolutions 3 & 4, the removals of Patrick Cox and Caroline Banszky. But having looked closely at the CVs of the candidates nominated by RM, I've changed my mind and decided to vote FOR their appointment(s) via resolutions 1 & 2. This simply because they appear to be excellent candidates, one with listed company governance experience and the other with infrastructure sector experience. See page 8 of this presentation https://rm-funds.co.uk/wp-content/uploads/2025/08/RM-Funds-Special-Presentation-GSF-vFinal.pdf for CV details.

I'd be interested to hear how/when other shareholders posting on this board cast their votes.

@marcusg71: Messrs Cutifani, ONeill, Mitchell, Gupta and Davis aren’t RUNNING any bidding process. They are investors and one of them is an NED. They are not the management team of ZIOC.

Trahar is part (part time actually..!) of the management team running any such bidding process. He has been telling us he’s been running a bidding process for years and years… I am sceptical of his ability to run one effectively as a result.

At the risk of stating the obvious, it’s hard to run a bid process without bidders…

Potential bidders will do all they can to avoid being drawn into a competitive auction. The main reason vendors talk up the “bid process” narrative is to flush out potential buyers. What @Veteran10’s describes as “informal dialogue with potential partners in the background” is more likely the route to realisation than any sort of overt bidding process.

@ShrewdDude67: “ I've stopped believing that there's going to be a bumper pay day here. Yet another jam tomorrow RNS. For me, it's now a salvage situation in that if the share gets to 30-40p on some unlikely run, I'll take the money and run for the hills.”

You can buy shares today for 7.8p. In what world would 30-40p NOT be considered a “bumper pay day”…?

To be fair the distinction between ASX Compliance and ASIC is important.

To be fair the distinction between ASX Compliance and ASIC is important.

So, the “False press stories alleging ASIC is investigating GGP's guidance” have turned out to be not false at all?

https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02976552-6A1277506&v=4a466cc3f899e00730cfbfcd5ab8940c41f474b6

Voting FOR the resolutions to remove Patrick Cox and Caroline Banszky will send the clearest possible message to the company that shareholders are looking for better governance.