Zanaga Iron Regulatory News (ZIOC)

27 June 2013

Zanaga Iron Ore Company Audited Results for the Year to 31 December 2012

2012 Highlights

·; Substantial increase and upgrade in Mineral Resource1

- 57% increase in overall Mineral Resource to 6.8Bt at an average grade of 32.0% Fe

- 74% increase in Measured and Indicated resource category to 4.69Bt with an average grade of 32.5% Fe

·; Maiden Ore Reserve Statement of 2.5Bt at 34% Fe

·; Feasibility Study drilling programme complete

·; Extension of Mining Exploration Licences to August 2014

·; Pipeline PFS successfully completed on schedule with positive results

- Production of 30 million dry tonnes per annum over 30 year life of mine

- Slurry pipeline identified as optimal transportation solution - >US$1 billion capital expenditure saving on direct costs compared to rail

- Premium product of 68% Fe, with low impurities, expected to receive above benchmark pricing

- Forecast competitive operating costs - in industry bottom quartile

- Capital expenditure of US$7.4 billion, in line with previous estimates

- Significant expansion potential

·; Environmental Social Impact Assessment underway

·; Feasibility Study phase commenced

·; Cash balance of US$40m as at 2012 year end

Post Balance Sheet Events

·; Glencore Xstrata new joint venture partners from May 2013, following Glencore's merger with Xstrata

Clifford Elphick, Non-Executive Chairman of Zanaga Iron Ore Company Limited, commented:

"Substantive progress has been made over the past 18 months in advancing the Zanaga Iron Ore Project towards development. A robust pre-feasibility study has been completed with the results indicating that the Zanaga Project has the potential to offer a low cost, long life operation capable of producing a premium, high quality iron ore product. This confirms our belief that the Zanaga Project is one of the most attractive, undeveloped iron ore projects globally

The Zanaga Project's mining exploration licences have been extended to August 2014 and the process of preparing the documentation needed to make application for the Exploitation Licences is well underway. The Company continues to manage its funds prudently and has maintained a strong cash position, with US$40m in the bank as at 31 December 2012."

The Company will post its Annual Report and Accounts for the year ended 31 December 2012 ("2012 Annual Report and Accounts"), together with the Notice of its Annual General Meeting ("AGM") to be held at Adelaide House, London Bridget, London EC4R 9HA, England, on 26 July 2013 at 9.30 a.m. BST, the form of proxy, and form of instruction for holders of Depositary Interests for use at the AGM to shareholders on Friday 28 June.

A copy of the Notice of AGM and the 2012 Annual Report and Accounts will be available on the Company's website www.zanagairon.com on Friday 28 June 2013.

For further information please visit www.zanagairon.com or contact:

Zanaga UK Services Limited

Corporate Development and Andrew TraharInvestor Relations Manager +44 20 7399 1105

Liberum Capital Limited

Nominated Adviser and Financial Chris Bowman, Christopher BrittonAdviser and Christopher Kololian

+44 20 3100 2000

Pelham Bell Pottinger

Financial PR James MacFarlane and Daniel Thole

+44 20 7861 3232

About us:

Zanaga Iron Ore Company Limited is listed on AIM, ticker: ZIOC and is the owner of 50% less one share interest in the Zanaga Iron Ore Project based in the Republic of Congo (Congo Brazzaville) through its joint venture partnership with Glencore Xstrata. The Zanaga Iron Ore Project is one of the largest iron ore deposits in Africa and has the potential to become a world-class iron ore producer.

Competent Persons

The information in this announcement that relates to Ore Reserves is based on information compiled by Kent Bannister, of CSA Global Pty Ltd. Kent Bannister takes overall responsibility for the Report as Competent Person. He is a Fellow of The Australasian Institute of Mining and Metallurgy and has sufficient experience, which is relevant to the style of mineralisation and type of deposit under consideration, and to the activity he is undertaking, to qualify as a Competent Person in terms of the JORC Code. The Competent Person, Mr Kent Bannister, has reviewed the Ore Reserve Statement and given his permission for the publication of this information in the form and context within which it appears.

The Mineral Resource statement is reported in accordance with the terms and definitions included in the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC Code 2004 edition) as at 29 August 2012. The information in the Report that relates to Mineral Resources is based on information compiled by Malcolm Titley, BSc MAusIMM MAIG, of CSA Global (UK) Ltd. Malcolm Titley takes overall responsibility for the Report as Competent Person. He is a Member of the Australasian Institute of Mining and Metallurgy (AUSIMM) and has sufficient experience, which is relevant to the style of mineralisation and type of deposit under consideration, and to the activity he is undertaking, to qualify as a Competent Person in terms of the JORC Code. The Competent Person, Mr Malcolm Titley, has reviewed this Mineral Resource statement and given his permission for the publication of this information in the form and context within which it appears.

Glossary

Chairman's Statement

I am pleased to report substantive progress has been made over the past 18 months in advancing the Zanaga Iron Ore Project (the "Project") towards development and, ultimately, a construction decision. The results of the work completed to date continue to confirm our belief that the Project is one of the most attractive, undeveloped iron ore projects globally and indicate it has the potential to offer a low cost, long life operation capable of producing a premium, high quality iron ore product.

We remain focused on our objective of maximising the value of our 50% less one share minority stake in the Project. The extended timeline of the Glencore Xstrata merger saw some uncertainty for ZIOC, however this transaction has now been successfully completed and the Company received formal notification of completion of such merger from its counterparty under the Joint Venture Agreement ("JVA"), Xstrata Projects Pty Limited. Glencore brings extensive African operating and marketing experience to the joint venture. The arrival of Glencore, coupled with other factors such as the recent visit by the Chinese premier to the Republic of Congo, has encouraged us to look at a number of variables with a view to maximising the value of the Project and such process is ongoing.

One of Africa's Largest Iron Ore Deposits

Understanding and confidence in the Zanaga deposit continued to grow as the Project team successfully finished an extensive drilling programme comprising of over 176,000 metres (1,200 holes) in total, with drilling completed to Feasibility Study standard.

This drilling programme resulted in a significant expansion in the Mineral Resource (inclusive of Ore Reserves) to 6.8 billion tonnes at an average grade of 32% Fe and, most importantly, enabled the Project to announce a Maiden Ore Reserve Statement of 2.5 billion tonnes at 34% Fe. This positions the Zanaga Project as one of the largest known iron ore reserve in Africa.

The Ore Reserve Statement is a key milestone for the Project and is indicative of the rigorous standards that have been applied to the exploration and drilling work conducted to date. Importantly the Ore Reserve Statement supports the economic viability of mining at least 2.5 billion tonnes of the 4.7 billion tonnes Measured and Indicated Mineral Resource at a production rate of 30Mtpa over a 30 year mine life.

Highly Competitive Project Globally

An important moment for the Project to date has been the positive results from the Pipeline Pre-Feasibility Study ("Pipeline PFS") which recommended the optimum scope of work for development. This would comprise an open pit, low strip mining operation and a concentrator, which would produce 30 million dry tonnes per annum of high quality 68% iron content product over a mine life in excess of 30 years, and a slurry pipeline as the optimal product transport option to port.

Operating costs, including shipping to China, are estimated to be in the industry's lowest quartile, which makes the Project highly attractive compared to the largest global iron ore producers. The low operating costs are driven by the low strip ratio, the low blast in the mining operation, the low cost power potential, the abundance of water and the low operating costs of the pipeline.

The Project is targeting a high quality pellet feed with 68% Fe and very low impurities, which is expected to command a premium price compared to the 62% Fe benchmark product and ensure that the Project always remains globally competitive.

The Project's capital expenditure is estimated at US$4.9 billion of direct costs, and a total of US$7.4 billion including indirect costs and contingencies. This equates to US$245 per tonne of annual production capacity, which is in line with the costs associated with developing other large scale greenfield iron ore projects around the world.

Exploitation Licences Application Remains On Track

A key driver for the Project is the deadline for submission to the government of the Republic of Congo of an application for mining exploitation licenses. The deadline was recently extended to May 2014, following the successful extension of the Mining Exploration Licences at the Project for a further two years. The Project is on track to deliver the applications for such licences by such time, together with supporting documentation.

Under the terms of the JVA, Glencore Xstrata must use reasonable efforts to ensure that a Feasibility Study for the Zanaga Project is completed by no later than three months prior to the expiration of the exploration licences in August 2014, subject to there being no material adverse change.

Iron Ore Market

2012 was a healthy year for iron ore prices, averaging US$128 per tonne (CIF China), despite significant volatility in the second half. Expectations were upbeat at the beginning of the year with broker consensus above US$150 per tonne, although the price estimates were quickly pared back when a major restocking didn't materialise post-Chinese New Year. Chinese steel production numbers continued to decline month on month from Q2 2012 with the moves quickly manifesting in equity markets, in particular in listed junior iron ore companies with significant funding constraints.

The end of Q2 and into Q3 2012 saw the sharpest drop in iron ore prices since October 2011 with prices falling to US$87 per tonne as prices in the traditionally weak Q3 suffered from a particularly aggressive de-stocking. The decline was nonetheless shortlived with clear signs of Chinese restocking emerging following completion of the change of the Chinese leadership and as Chinese fiscal stimulus measures began to take hold. Iron ore prices finished the year near highs of US$145 per tonne.

Despite robust prices thus far in 2013, the mood in relation to iron ore has been distinctly negative. The much touted "wall of supply" is now on the horizon as major mining companies look set to bring on significant volumes in 2014 based on announced production increases. Whilst announced volumes look set to outstrip demand in 2014, iron ore has a long history of underperformance in supply vs. expectations. In addition, the majority of earnings for three of the four largest players come from iron ore, meaning incentives to delay projects are high. From a ZIOC perspective, this reinforces the competitive advantage of the Zanaga Project as one of the potential lowest cost iron ore producers.

Strengthening the Board

Earlier this year, the Board appointed Alistair Franklin SC as a Non-Executive Director of the Company. Alistair is a highly qualified lawyer with just under 30 years experience and complements the existing skill set of the Board extremely well.

I would like to take this opportunity to thank my fellow Board members and ZIOC staff for their hard work and efforts over the past 18 months.

Well Funded to Completion of the Feasibility Study

We have maintained our strong cash position with US$40m in the bank as at 31 December 2012. We remain well funded and will continue to be prudent with our cash going forward. As a result of Glencore Xstrata's obligation to fund the Feasibility Study, which is contained within the JVA, ZIOC believes it has sufficient funds at its disposal to meet the working capital requirements for the duration of the Feasibility Study phase and does not currently foresee the need for any further funding until the Feasibility Study is completed.

In conclusion, much has been achieved at the Zanaga Project over the course of last year. The optimum scope of development for the Project has been defined by a robust pre-feasibility study. The mining exploration licences have been extended to August 2014 and the process of preparing the documentation needed to make application for the Exploitation Licences is well underway.

Looking forward, we have a number of clear objectives to be achieved over the coming year, although there a number of variables to be considered as the Project moves through feasibility phase. We expect the application for the Mining Exploitation Licences to be made, with supporting documentation, by the end of May 2014. Engagement with the Congolese government is gathering pace as regards the Project, the licence applications and the related draft Mining Convention Agreement. The recent government to government exchanges exchanges between Republic of Congo and China offers potential opportunities for raising interest in the Project from Chinese companies. ZIOC remains well funded and the long-term outlook for iron ore continues to be robust. Over the past two and half years, we have clearly demonstrated a track record of delivery as we have worked to unlock value from the Project through achieving a number of key milestones. We remain excited about the Project and its potential to become one of the world's lowest cost producers delivering a high quality iron ore product into the global market.

Clifford Elphick

Non-Executive Chairman

Group Operating & Financial Review

Business Review

Good progress was made during the year towards advancing the Zanaga Project to full Feasibility Study stage. In October 2012, following over 85,000 man hours, the results of the Pipeline Pre-Feasibility Study ("Pipeline PFS") were announced. The Pipeline PFS recommended that the optimum scope of work for the initial development of the Project would comprise an open pit, low strip mining operation and a concentrator to produce 30 million dry metric tonnes ("dmt") per annum of high quality 68% iron content product over a life of mine in excess of 30 years. The optimal product transport option would be a 380km slurry pipeline to a proposed new deep-water port just outside Pointe-Noire.

The Pipeline PFS was undertaken by an engineering consortium (ACTE) consisting of Amec, Egis and Technip for process and infrastructure design, CSA Global was used for reserve and resource estimation, SRK was used for mine design, Pöyry was used for environmental and community work and CRU provided an independent marketing report.

The Feasibility Study phase has commenced. The process of preparing the documentation needed to make an application for the Exploitation Licences is well underway and is targeted for completion in 2014. The outcomes of the work undertaken during the Feasibility Study phase will guide a decision on how and whether to develop the Zanaga Project.

Mineral Resources & Ore Reserves

2012 was underpinned by significant success in building a large scale, world-class mineral resource at the Project. An extensive drilling programme continued during the year, with a total of 176,109m(1,213 holes)drilled to an average of 145m and culminating in a maiden Ore Reserve Statement of 2.5 billion tonnes (Bt) at 34% Fe and a substantial increase and resource classification upgrade in the overall Mineral Resource (inclusive of Ore Reserves), reported in accordance with the JORC Code, to 6.8Bt at an average grade of 32%.

This positions the Zanaga Project as one of the largest iron ore deposits in Africa. The project team has a very good understanding of the deposit and in fact drilling has been completed to Feasibility Study level. The Mineral Resource is defined from only 25km of 47km orebody identified.

Ore Reserves

The Ore Reserve Statement was a key milestone for the Project and supports the economic viability of mining at least 2.5 billion tonnes of the 4.7 billion tonnes Measured and Indicated Mineral Resource. The significant scale of the Ore Reserve supports the Company's confidence in the quality of the Zanaga Project and is indicative of the rigorous standard that has been applied to all study work conducted to date.

Note: (1) Metal Price Assumptions USD$85/dmt FOB at Pointe Noire, Republic of Congo, in line with consensus pricing (2) Discount Rate 10% (3) Mining Dilution 5% (4) Mining Recovery 95%

Mineral Resources (inclusive of Ore Reserves)

Note : Reported at a 0% Fe cut-off grade within an optimised Whittle shell representing a metal price of 130 USc/dmtu.

Pipeline PFS Results

The Pipeline PFS results confirm that the Zanaga Project is one of the most attractive undeveloped iron ore projects globally, with the potential to offer a low cost, long life operation capable of producing a premium, high quality iron ore product, with significant expansion potential.

The Pipeline PFS was conducted to Xstrata's world class standards and comprised over 85,000 man hours of study work commissioned from the Project's consultants alone. The results of this study, announced in October 2012, recommended that the optimum scope of work for the initial development of the Project would comprise an open pit, low strip mining operation and a concentrator to produce 30 million dry metric tonnes ("dmt") per annum of high quality 68% iron content product over a life of mine in excess of 30 years. The optimal product transport option would be a 380km slurry pipeline to a new deep-water port just outside Pointe Noire, which significantly enhances the project economics, reduces execution risk and delivers substantial cost savings over a railway transport option.

Mine Infrastructure

The Project is focused on developing an open pit, low drill and blast, low strip mining operation and concentrator to produce a high quality iron content product over mine life in excess of 30 years. 

The mine design includes 2.4Bt of ore for a 30 year mine schedule compared with the 6.8Bt Mineral Resource. The Life of Mine strip ratio averages 0.56:1 for one tonne of ore, although this will be lower in the earlier years when the pit will be shallower and able to access the orebody more readily.

The low strip ratio will be a key driver of the Project's low operating costs as there is very little waste to move to access each incremental tonne of ore.

Metallurgy

The Project plans to mine both the hematite and magnetite ores together and to process them via a single process plant into a single blended product.

The concentrator will treat a blend of hematite and magnetite ores. At commencement of operations, the flow sheet uses single stage crushing followed by semi-autogenous (SAG) and ball mills to grind the ore to a size at which pure iron ore particulates are efficiently liberated. Low intensity magnetic separation is used to extract a magnetite rich stream, and the resultant tailings are subject to high intensity magnetic separation to recover a hematite rich stream. Both streams are further ground utilising Isa Mill technology to achieve a final grind size of 45 micron which is suitable for transport by slurry pipeline. The magnetite rich stream is concentrated using conventional low intensity magnetic separation while the hematite rich stream is concentrated using conventional reverse silica flotation technology.

The work done on the Pipeline PFS has seen improved product specifications over previous estimates, with the iron grade increased by approximately 2% and SiO2 reduced to 3%, which is important as silica and alumina are the two common impurities found in iron ore products and which are penalised for by the buyers.

The Pipeline

The Pipeline option has been selected as the preferred transport solution as it is the most suitable for the pellet feed product and is very low cost to operate. The route will be approximately 380km long with a maximum pipeline gradient of 12%. The pipe itself will be 900mm with a 19mm HDPE liner to minimise wear and tear. The slurry is concentrated to between 60% and 65% solids by weight which allows for pumping at a velocity of between 1.4m/s and 1.7m/s, equating to a total transit time of approximately three days. The favourable topography of the route enables use of a single 20MW pump station located at the mine site. Capital costs are estimated to be more than US$1 billion less in direct costs compared to the previous study work and with less execution risk.

Pipelines are used in Brazilian iron ore mines. The Zanaga Project is fortunate enough that the preferred route selection is sparsely populated and that land acquisition is a relatively straightforward process in the Republic of Congo. The Government owns the land and there is just one Government department to negotiate with, unlike other countries where projects have had to engage in complex negotiations with multiple private land owners.

Port Site Design

The proposed port site is ideally located, only 9km away from the existing onshore technical and logistics support facilities at Pointe Noire. It is a short distance to 20m deep water and requires only a 1.6km trestle with minimal dredging to accommodate 250k DWT cape size vessels. The plan is to construct a 30 million dmt per annum single berth jetty. The land area also has scope for future expansion of facilities, including a second berth jetty, to accommodate a potential expansion in production.

Power

The initial project demand is for 355MW of power, increasing over time to 455MW as the Project expands into more magnetite dominant material. Eni S.p.A, the major integrated energy company, has constructed a 300MW power plant near the port of Pointe-Noire. Zanaga believe that this, together with the availability of stranded natural gas, will provide the Zanaga Project with low cost power options. High voltage transmission lines are planned to be built to transfer electricity from Pointe Noire to site.

Product

The Project plans to produce a high quality pellet feed product with 68% Fe content and low impurities which would be expected to attract a premium price. The fact that the Zanaga product is expected to have one of the highest iron contents, compared to other iron ore mines currently in production, with low silica and alumina indicates this would support a premium price over the long-term.

Project Economics

The Pipeline PFS has estimated a capital expenditure of US$4.9 billion of direct costs, which including indirect costs and contingencies of US$2.5 billion totals US$7.4 billion (estimated in today's terms before including potential future inflation). This gives the Project a capital intensity of US$245 per tonne of annual iron ore production capacity, which is competitive with other planned high quality greenfield iron ore projects globally.

The operating cost is expected to be in the lowest quartile at US$22.8 per dry metric tonne of product FOB Pointe-Noire before royalties. This compares very favourably with other iron ore mines and planned projects. The low operating costs are driven substantially by the very low strip ratio, the low blasting, the low cost power potential, an abundance of water and the low slurry pipeline operating costs.

Average operating costs over the 30 year mine plan (2012 US$)

Operating costs include $2.4/t contingency, exclude 3% royalty

Environmental and Social Impact Assessment

During the first half of 2012 the Project concluded a tender process to select an experienced and knowledgeable third party consultancy to co-ordinate the completion of the Environmental and Social Impact Assessment("ESIA"). Three organisations were shortlisted and, following a final presentation process, Naldeo (www.naldeo.com) was selected.

The comprehensive ESIA will be completed to recognised international standards including: The International Council on Mining and Metals (ICMM) sustainability principles and guidelines; The UN Global Compact; Voluntary Principles on Security and Human Rights; and ISO 31000, ISO 14001 and OHSAS 18001.

Naldeo commenced work in the second half of 2012 and has been leading the ESIA process and directing the Project in the collection of baseline data for the proposed mine site, transport corridor and port. The ESIA is targeting completion by Q2 2014. Work on the ESIA is being undertaken in parallel with the preparation of the applications for the exploitation licences and supporting documentation.

Exploration Licences Renewed

The Mining Exploration Licences for the Zanaga Project were extended for a further two years to August 2014. As a result of this extension, the deadline for submission to the government of the Republic of Congo of an application for the Mining Exploitation Licenses, supported by the necessary documentation, has been extended to May 2014.

Feasibility Study

Under the terms of the joint venture, Glencore Xstrata must use reasonable efforts to ensure a Feasibility Study on the Zanaga Project is completed no later than three months prior to the expiration of the exploration licences in August 2014 subject to there being no material adverse change.

Financial Review

Results from operations

The financial statements contain the results for the Group's third full year of operations following its incorporation on 19 November 2009. The Group made a profit in the year of US$0.5m (2011: loss US$22.9m). The profit for the year comprised:

General expenses of US$6.0m (2011: US$4.6m) consists of US$3.5m professional fees (2011: US$2.3m), US$0.5m Directors' fees (2011: US$0.5m) and US$2.0m (2011: US$1.8m) of other general operating expenses.

The foreign exchange gain of US$1.7m can be attributed to the impact of the strengthening of UK Sterling against the US Dollar during the year, mainly on the cash balances that arose following the listing that are held in UK Sterling.

The share-based payment charge reflects the expense associated with the grant of options to ZIOC's Directors and senior managers under ZIOC's long-term incentive plan ("LTIP") and to the expense associated with the grant of share options to one of ZIOC's consultants. Further details of the LTIP and options granted can be found in the notes to the financial statements.

The share of loss of associate reflected above relates to ZIOC's investment in Jumelles which generated a loss of US$0.7m in the year to 31 December 2012 (2011: US$1.3m), together with a charge of US$0.03m (2011: US$6.5m) made for equity accounting purposes for share options provided to employees of Jumelles.

The 2012 reductions in LTIP costs in both the Company and Jumelles are the result of the large majority of options issued under the 2010 LTIP scheme having vested during 2012.

During the year Jumelles spent US$74.7m (2011: US$87.8m) on exploration, increasing its capitalised exploration assets to US$241.5m (2011: US$166.8m).

Financial Position

ZIOC's Net Asset Value (NAV) of US$228.1m (2011: US$227.2m) comprises of US$189.0m (2011: US$183.0m) investment in Jumelles, US$40.4m (2011: US$45.0m) of cash balances and US$1.4m (2011: US$0.8m) of net current liabilities.

Cost of investment

The investment in associate relates to the carrying value of the investment in Jumelles which as at 31 December 2012 owned 100% of the Project. The carrying value of this investment has increased by US$6.0m (2011: decrease US$9.8m) due to a positive US$5.5m Total Comprehensive Income (2011: US$16.3m loss) of Jumelles during the year, and by a US$0.5m additional investment, funded jointly (50/50) with Xstrata, for the survey of an additional land area. Though Jumelles acquired the non-exclusive prospecting licence for this area, it does not form part of the existing ZIOC Glencore Xstrata joint venture agreement. The Jumelles positive Total Comprehensive Income resulted from currency translation gain of US$6.3m (2011: Loss US$8.5m) on the underlying Congolese asset, and US$0.8m (2011 US$7.8m) other costs. These costs included US$0.03m of additions (2011 US$6.5m) relating to the completion of share-based payments made to the employees of Jumelles which have augmented the carrying value of the investment.

As at 31 December 2012, Jumelles had aggregated assets of US$266.5m (2011: US$200.4m) and aggregated liabilities of US$8.9m (2011: US$37.5m). Assets consisted of US$241.5 (2011: US$166.8m) of capitalised exploration assets, US$10.4m (2011: US$12.7m) of other fixed assets, US$8.5m related party receivable from XPS (2011: US$8.1m, then reported in current assets), US$4.9m cash (2011: US$10.5m) and US$1.2m other assets (2011: US$2.3m). A total of US$74.7m (2011: US$87.8m) of exploration costs were capitalised during the year.

Cash flow

Cash balances decreased by US$4.7m during 2012 (2011: decrease US$4.3m), net of interest income US$0.2m (2011: US$0.2m) and foreign exchange gains of US$1.6m (2011: US$0.2m) on bank balances held in UK Sterling. Operating activities utilised US$5.5m (2011: US$4.6m).

Fundraising activities

There were no fundraising activities during 2012 (2011: Nil).

Principal Risks & Uncertainties

Risks and uncertainties

The principal risks facing ZIOC are set out below. A more comprehensive summary of risks associated with ZIOC is set out in Part V of ZIOC's AIM Admission Document dated 18 November 2010. Risk assessment and evaluation is an essential part of the Group's planning and an important aspect of the Group's internal control system.

The principal business of ZIOC currently comprises managing ZIOC's interest in the Project, which is majority controlled at both a shareholder and Director level by Glencore Xstrata, and monitoring the development of the Project.

The successful development of the Project depends on adequate infrastructure and transportation system through which it can deliver future iron ore product to a port for onward export by sea.

Risks relating to the agreement with Glencore Xstrata

Glencore Xstrata has agreed to fund a full Feasibility Study to be delivered to an international best practice standard and in accordance with Glencore Xstrata's internal guidelines at a cost of at least US$100m or, subject to certain requirements, to complete the Feasibility Study itself. However, in the event that there is a material adverse change, Glencore Xstrata's funding obligations under the JVA will be suspended until the material adverse change has ceased.

When the Feasibility Study is completed, Glencore Xstrata may exercise its right to make an offer to ZIOC for all of the ordinary shares ZIOC holds in Jumelles. The exercise of this right is not subject to ZIOC shareholder approval. If Glencore Xstrata exercises this right under the JVA, ZIOC will no longer hold any ordinary shares in Jumelles and will receive the consideration proceeds from Glencore Xstrata for the ordinary shares in Jumelles. There is no guarantee that Glencore Xstrata will exercise this right or that if this right is exercised the consideration paid by Glencore Xstrata will be in excess of the underlying value of ZIOC's ordinary shares.

Risks relating to future development and funding

In the event that Glencore Xstrata does not exercise its right to acquire ZIOC's interest in Jumelles, the future development of the mine and related infrastructure and consequently the future funding requirements of Jumelles will be determined by the board of Jumelles. There can be no certainty that the board of directors of Jumelles will approve the construction of the mine and related infrastructure. The board of Jumelles is controlled by Glencore Xstrata, and as such there are risks associated with the future development of the Project and the future funding requirements not being within the control of ZIOC.

If Glencore Xstrata does not exercise its right and construction of the mine and related infrastructure proceeds, then ZIOC will have a number of future funding options including: (i) dilution at NPV (as defined in the JVA) during construction; or (ii) a right to fund ZIOC's pro rata equity share of construction capital expenditure. Should it be required, ZIOC may seek to raise the required finance through any or a combination of debt, equity, the introduction of a new strategic partner and/or an off take agreement. However there is no certainty as to the Group's ability to raise the required finance or the terms on which such finance may be available. If ZIOC raises additional funds through further issuances of securities, the holders of ordinary shares could suffer significant dilution, and any new securities that ZIOC issues could have rights, preferences and privileges superior to those of the holders of the ordinary shares. Whilst ZIOC may choose to be diluted at NPV during construction, ZIOC's interest in the Project may be significantly diluted as a result.

Exploration and mining risks

The business of exploration for, and identification of, iron ore deposits is speculative and involves a high degree of risk. Future results, including resource recoveries and work programme plans and schedules, will be affected by changes in market conditions, commodity price levels, political or regulatory developments, timely completion of exploration programme commitments or projects, the outcome of commercial negotiations and technical or operating factors. Even if there are economically recoverable deposits, delays in the construction and commissioning of mining projects or other technical difficulties, including relating to infrastructure and permitting may make the deposits difficult to exploit.

Risks relating to ore reserve estimations

Ore reserves are periodically estimated as to both quantity and quality. These estimates, which are by their nature subjective, include diluting materials and allowances made for losses which may occur when the material is mined. Appropriate assessments and studies have been carried out, including consideration of and modification by realistically assumed mining, metallurgical, economic, marketing, legal, environmental, social and governmental (including, but not limited to, regulatory and taxation) factors. These assessments demonstrate that, at the time of reporting, extraction could reasonably be justified. However, ore reserve estimates may also have to be recalculated based on changes in iron ore or other commodity prices (or underlying assumptions), further exploration or development activity (for example, upon encountering mineralisation and formations that differ from those expected based on past drilling, sampling and other examinations) and/or production experience. In addition, ore reserve estimates are by their nature imprecise and depend, to a certain extent, upon statistical inferences and assumptions which may ultimately prove unreliable.

Transportation and other infrastructure

The successful development of the Project depends on adequate infrastructure. The region in which the Project is located is sparsely populated and difficult to access. Central to the Project becoming a commercial mining operation is access to a transportation system through which it can transport future iron ore product to a port for onward export by sea. In order to achieve this it will be necessary to build a port facility just outside Pointe-Noire and build a rail network or a pipeline or other transportation for which permits, authorisations and land rights will be required and substantial finance will be required.

In relation to the proposed port, pipeline and (to the extent needed) other infrastructure, the necessary permits, authorisations and access, usage or ownership rights have not yet been obtained. Failure to complete the proposed pipeline, to establish the proposed port and/or to establish other needed infrastructure or a failure to do so in an economically viable manner could have a material adverse effect on the Project.

The availability of reliable and continuous delivery of sufficient quantity of power to the Project at an affordable price will also be a significant factor on the costs at which iron ore may be produced and so may impact on the attractiveness and viability of the Project.

Iron ore prices and undefined market and product

The principal business of the Project is the exploration for, and the planned exploitation of, iron ore. The ability to raise finance and the Project's future financial performance is largely dependent on movements in the price of iron ore. A detailed market study to identify the potential demand for product has not yet been undertaken and there are no assurances that the demand for the Project's product will be sufficient in quantity or in price to ensure the economic viability of the project.

Host country related risks

The operations of the Project are located entirely in the Republic of Congo. These operations will be exposed to various levels of political, regulatory, economic, taxation, environmental and other risks and uncertainties. As in many other countries, these (varying) risks and uncertainties include, but are not limited to: political, military or civil unrest; fluctuations in global economic and market conditions impacting on the Congolese economy; terrorism; hostage taking; extreme fluctuations in currency exchange rates; high rates of inflation; labour unrest; nationalisation; changes in taxation; illegal mining; restrictions on foreign exchange and repatriation. In addition, the Republic of Congo is an emerging market and, as a result, is generally subject to greater risks than in the case of more developed markets.

Risks relating to the Project's licences

The Project's mining exploration licences are now fully extended, and as such will expire in August 2014 and so the development of the Project past this date is dependent on applications being made for mining exploitation licences. The conversion of exploration licences to exploitation licences is outside of the Project's control and there can be no guarantee that the exploitation licences will be granted or, if it is, the terms on which they are granted.

A mine operator to whom an exploitation licence has been granted is also required to enter into a mining agreement with the government of the Republic of Congo. On the grant of any exploitation licence to the Project, it will enter into a mining agreement with the government, which must specifically address a number of issues, including coordination of operations and taxation. The terms of any mining agreement will be the subject of negotiation and as such there can be no guarantee as to the terms of any such agreement. The holder of an exploitation licence is required to incorporate a Congolese company to be the operating entity and the Congolese Government is entitled to a free carried interest in projects which are at the production phase. This participation cannot be less than 10%. There is, therefore, a risk that the Government will seek to obtain a higher participation in the Project.

Consolidated statement of comprehensive Income

for year ended 31 December 2012

The loss for the period is attributable to the equity holders of the parent company.

Consolidated statement of changes in equity

for year ended 31 December 2012

Consolidated balance sheet

for year ended 31 December 2012

Consolidated cash flow statement

for year ended 31 December 2012

Notes to the financial statements

1 Business information and going concern basis of preparation

Background

Zanaga Iron Ore Company Limited (the "Company"), was incorporated on 19 November 2009 under the name of Jumelles Holdings Limited. The Company changed its name on 1 October 2010. The Company is incorporated in the British Virgin Islands ("BVI") and the address of its registered office is situated at Coastal Building, 2nd Floor, Wickham's Cay II, Road Town, Tortola, BVI. The Company's principal place of business as an investment holding vehicle is situated in Guernsey, Channel Islands.

As at 31 December 2010 the Company held 100% of the share capital of Jumelles Limited ("Jumelles") subject to the then Xstrata Call Option (as defined below).

On 14 March 2011 the Company incorporated and acquired the entire share capital of Zanaga UK Services Limited for US$2, a company registered in England and Wales which provides investor management and administration services.

In 2007, Jumelles became the special purpose holding company for the interests of its then ultimate 50/50 founding shareholders, Garbet Limited ("Garbet") and Guava Minerals Limited ("Guava"), in Mining Project Development Congo SAU ("MPD Congo") which, owns and operates 100% of the Zanaga Project (the "Project") in the Republic of Congo (subject to a minimum 10% free carried interest in MPD Congo in favour of the Government of the Republic of Congo).

In December 2009 Garbet and Guava contributed their then respective 50/50 joint shareholding in Jumelles to the Company.

Garbet is majority owned by Strata Limited ("Strata"), a private investment holding company based in Guernsey, which specialises in the investment and development of early stage natural resource projects in emerging markets, predominately Africa. Garbet owns approximately 41.49% of the share capital of the Company.

Guava is majority owned by African Resource Holdings Limited ("ARH"), a BVI company that specialises in the investment and development of early stage natural resource projects in emerging markets. Guava owns approximately 31.83% of the share capital of the Company.

The balance of shareholding in the Company is predominantly held by a number of reputable institutional investors in the mining sector.

Jumelles has three subsidiary companies, namely Jumelles M Limited, Jumelles Technical Services (UK) Limited and MPD Congo.

Xstrata Transaction

On 16 October 2009, Garbet and Guava and Jumelles entered into a transaction with Xstrata (Schweiz) AG (on 3 December 2009, Xstrata (Schweiz) AG was substituted by Xstrata Projects (pty) Limited ("Xstrata Projects")), comprising of two principal transaction agreements (together the "Xstrata Transaction"):

·; a call option deed which gave Xstrata Projects an option to subscribe for 50% plus 1 share of the fully diluted and outstanding shares of Jumelles ("Majority Stake") in return for providing funding towards ongoing exploration of the Zanaga exploration licence area and a pre-feasibility study (the "PFS") subject to a minimum amount of US$50 million (the "Xstrata Call Option"). Under the terms of the Xstrata Call Option, the consideration payable by Xstrata Projects for the option shares that would be issued by Jumelles Limited would comprise (i) a commitment to fund all costs to be incurred by Jumelles Limited in completing a feasibility study on the Project (the "FS") (provided such amount shall be greater than US$100 million) or to carry out such a feasibility study at its own cost and (ii) payment of an amount (up to a maximum of US$25 million) equal to the amount that Jumelles Limited owes to Garbet and Guava as loans which would be used to repay the latter; and

·; a joint venture agreement which regulates the respective rights of the Company, Jumelles and Xstrata Projects in relation to Jumelles following exercise of the Xstrata Call Option and gives Xstrata Projects the right to purchase the Company's remaining 50% minus 1 share interest in Jumelles("Minority Stake") following completion of the FS and deals with the terms on which Jumelles will be funded following completion of the FS (the "JVA").

During 2010, the PFS progressed and following completion of Phase I of that study Xstrata Projects countersigned a further funding letter confirming in writing its agreement (subject to the provisions of the Xstrata Call Option) to contribute further funding and confirming its approval of the phase II work programme, budget and funding amount (up to US$56.49 million) as set out in that letter.

On 11 February 2011 Xstrata Projects exercised the Xstrata Call Option. Having repaid the founding shareholder loans, the outstanding elements of the Call Option price consideration are the completion of the Feasibility Study and costs thereof.

Relationship between Jumelles and its shareholders

The Company, Jumelles and Xstrata Projects agreed to regulate their respective rights in relation to the Project following exercise of the Call Option under the terms of the JVA. Under the terms of the JVA, all significant decisions regarding the conduct of Jumelles' business (other than certain protective rights which require the agreement of shareholders holding at least 95% of the voting rights in Jumelles) are made by the Board of Directors.

Each shareholder holding 15% or more of the votes in Jumelles has the right to appoint a director to the Board of that company. At any Board meeting, each such director will have such number of votes as represents the appointing shareholder's voting rights in the general meetings of Jumelles.

As a consequence, following exercise of the Xstrata Call Option (which completed on 11 February 2011), Xstrata Projects controls Jumelles at both a shareholder and director level and therefore controls what was the Company's sole mineral asset, the Project, and going forward the Company has a strategic partnership in respect of the Project with Glencore Xstrata.

Following exercise of the Xstrata Call Option, the principal business of the Company has comprised managing its 50% less one share interest in the Project and monitoring both the finalisation of the pre-feasibility study and the preparation of the feasibility study.

In addition, under the terms of the JVA, following exercise of the Xstrata Call Option, Xstrata Projects has the right to require all the other shareholders in the Company to sell their shares to Xstrata Projects, at an agreed cash price or price based on net present value, for a period of 90 days following completion of the FS. Therefore Xstrata Projects could elect to acquire 100% of the Project following completion of the FS. The JVA has provisions governing how any dispute as to the price to be paid would be resolved. The exercise of this right is not subject to the approval of the Company's shareholders.

Future funding requirements and going concern basis of preparation

In common with many exploration and development companies in the mining sector, the Company raises funding in phases as its projects develop.

Following Xstrata's exercise of its First Call Option, and implementation of the JVA, Glencore Xstrata is obliged to fund the costs of a FS in accordance with international best practice and its internal guidelines. Glencore Xstrata must use reasonable efforts to deliver the FS no later than three months prior to the expiration of the licences in August 2014, subject to there being no material adverse change. Under the Republic of Congo Mining code, after its initial three-year period, an exploration licence is permitted two extensions of two years, each of which are renewable upon request. The application for the second extension of the Zanaga exploration licences was submitted in March 2012 and the licence was duly renewed in August 2012. The cost of the Company's personnel and the technical experts appointed to monitor the Company's investment in the Project are the only significant expenditures currently envisaged during the period of the FS work programme and the Company has significant cash resources available. In the circumstances, the Directors have a reasonable expectation that the Company has adequate financial resources to continue in operational existence for the foreseeable future. For these reasons, the financial statements of the Company have been prepared on a going concern basis.

In the event that a decision is taken to develop a mine at Zanaga (and assuming that Xstrata Projects has not acquired the Company's interest in Jumelles), the Company will need to raise further funds.

2 Accounting policies

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.

Basis of preparation

These financial statements have been prepared in accordance with the International Financial Reporting Standards as adopted by the European Union ("Adopted IFRS"). Adopted IFRS comprises standards and interpretations approved by the International Accounting Standards Board ("IASB") and the International Financial Reporting Interpretations Committee ("IFRIC") as adopted by the European Union.

The financial statements consolidate those of the Company and its subsidiary Zanaga UK Services Limited (together, the "Group") and the Company's investment in an associate which is accounted for using the equity method.

New standards, amendments and interpretations

The following Standards and Interpretations were issued during the year, but were not effective at the balance sheet date:

·; Amendments to IAS 1 - Presentation of Items of Other Comprehensive Income

·; Amendments to IFRS 7 - Disclosures: Offsetting Financial Assets and Financial Liabilities

·; IFRS 10 - Consolidated Financial Statements

·; IFRS 11 - Joint Arrangements

·; IFRS 12 - Disclosure of Interests in Other Entities

·; IFRS 13 - Fair Value Measurement

·; IAS 19 - Employee Benefits

·; IAS 27 - Separate Financial Statements

·; IFRIC 20 - Stripping Costs in the Production Phase of a Surface Mine

·; Amendments to IAS 32 - Offsetting Financial Assets and Financial Liabilities

·; IFRS 9 - Financial Instruments

These standards have not been applied in preparing the financial statements for the year ended 31 December 2012.

It is not anticipated that the adoption of these standards will have any significant impact on the financial statements.

Measurement convention

These financial statements have been prepared on the historical cost basis of accounting.

The preparation of financial statements in conformity with Adopted IFRS requires the use of certain critical accounting estimates. It also requires management to exercise judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 3.

Basis of consolidation

Subsidiaries

Subsidiaries are entities controlled by the Group. The financial statements of subsidiaries are included in the financial statements from the date that control commences until the date that control ceases.

Associates

Investments in associates are recorded using the equity method of accounting whereby the investment is initially recognised at cost and adjusted thereafter for the post-acquisition changes in the Group's share of the net assets of the associate. The Group profit or loss and other comprehensive income includes the Group's share of the associate's profit or loss and other comprehensive income. The investment is considered for impairment annually.

Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealised income and expenses arising from the intra-group transactions, are eliminated in preparing the financial statements.

Foreign currency

Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are retranslated to the functional currency at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in the income statement.

Share-based payments

The Group makes equity-settled share-based payments to certain employees and similar persons as part of a long-term incentive plan ("LTIP"). The fair value of the equity-settled share-based payments is determined at the date of the grant and expensed, with a corresponding increase in equity, on a straight line basis over the vesting period, based on the Group estimate of the awards that will eventually vest, save for any changes resulting from any market-performance conditions.

Where awards are granted to employees of the Group's associate and similar persons, the equity-settled share-based payment is recognised by the Group as an increase in the cost of the investment with a corresponding increase in equity over the vesting period of the award. In equity accounting for the Group's share of its associate, the Group has accounted for the cost of equity settled share-based payments as if it were a subsidiary.

The shares to be issued under the LTIP are acquired by an Employee Benefit Trust which has to date subscribed for the shares at zero value. These shares are held by the Employee Benefit Trust until the vesting conditions have been met. Information on the share awards are provided in Note 11 to these financial statements.

Share-based payments to non-employees

Where the Group received goods or services from a third party in exchange for its own equity instruments and the amount of equity instruments is fixed, the equity instruments and related goods or services are measured at the fair value of the goods or services received and are recognised as the goods are obtained or the services rendered. Equity instruments issued under such arrangements for the receipt of services are only considered to be vested once provision of services is complete. Such awards are structured as standard share options.

Non-derivative financial instruments

Non-derivative financial instruments in the balance sheet comprise other receivables, cash and cash equivalents, and trade and other payables.

Other receivables

Other receivables are recognised initially at fair value. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any impairment losses.

Trade and other payables

Trade and other payables are recognised initially at fair value. Subsequent to initial recognition they are measured at amortised cost using the effective interest method.

Cash and cash equivalents

Cash and cash equivalents comprise cash balances and call deposits.

Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity.

Ordinary shares issued to the Employee Benefit Trust under the LTIP or to non-employees for services provided to the Company, are included within Share Capital.

When share capital recognised as equity is repurchased, the amount of consideration paid, including directly attributable costs, is recognised as a change in equity. Repurchased shares are cancelled.

Impairment

The carrying amounts of the Group's assets are reviewed at each balance sheet date to determine whether there is any indication of impairment; a financial asset is considered to be impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flows of that asset. If any such indication exists, the asset's recoverable amount is estimated.

An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. Impairment losses are recognised in the income statement.

Calculation of recoverable amount

The recoverable amount of the Group's investments and receivables carried at amortised cost is calculated as the present value of estimated future cash flows, discounted at the original effective interest rate (i.e. the effective interest rate computed at initial recognition of these financial assets). Receivables with a short duration are not discounted.

The recoverable amount of other assets is the greater of their fair values less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

Reversals of impairment

An impairment loss in respect of a receivable carried at amortised cost is reversed if the subsequent increase in recoverable amount can be related objectively to an event occurring after the impairment loss was recognised.

In respect of other assets, an impairment loss is reversed when there is an indication that the impairment loss may no longer exist and there has been a change in the estimates used to determine the recoverable amount.

An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

Expenses

Financing income and expenses

Interest income and interest payable is recognised in profit or loss as it accrues, using the effective interest method.

Taxation

Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the income statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.

Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: the initial recognition of goodwill: the initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business combination, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilised.

Segmental Reporting

The Group has one operating segment, being its investment in the Project, held through Jumelles Limited. Financial information regarding this segment is provided in Note 6.

Subsequent events

Post year-end events that provide additional information about the Group's position at the balance sheet date (adjusting events) are reflected in the financial statements. Post year-end events that are not adjusting events are disclosed in the notes to financial statements when material.

3 Critical accounting estimates, assumptions and judgements

The Group makes estimates and assumption concerning the future that are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year are discussed below.

Impairment of investment in associate

The value of the Group's investment in Jumelles depends very largely on the value of Jumelles' interest in the Project. Jumelles assesses at least annually whether or not its exploration projects may be impaired. This assessment can involve significant judgement as to the likelihood that a project will continue to show sufficient commercial promise to warrant the continuation of exploration and evaluation activities. The Board took particular account of the Glencore Xstrata merger and share price decline, and despite those factors, determined that there was still no indication of impairment.

Accounting for the Company's interest in Jumelles Limited

Significant judgement has been applied in arriving at the accounting treatment of the Group's interest in Jumelles. Though the exercise of the Xstrata Call Option on 11 February 2011 gave Xstrata Projects a shareholding of 50% plus one share, and then effective director level control of Jumelles, those shares are not considered to vest until provision of the services relating to the PFS and FS has been completed. Accordingly, the Group will continue to account for a 100% interest in Jumelles until the FS has been completed. Further details may be found under 'Investment in associate' Note 6b.

Upon completion of the FS the Company will account for a reduction in its interest in Jumelles to 50% less one share.

4 Note to the comprehensive income statement

Operating loss before tax is stated after charging/(crediting):

Other than the Company Directors, the Group directly employed five staff in 2012 (2011: 3). The Directors received US$509,000 remuneration for their services as Directors of the Group (2011: US$514,000). The amounts paid as Directors' fees are shown in the Directors' Remuneration Report on pages 28 to 29 of the annual report. The Directors' interests in the share capital of the Group are shown in the Directors' Remuneration Report on page 29 of the annual report.

5 Taxation

The Group is exempt from most forms of taxation in the BVI, provided the Group does not trade in the BVI and does not have any employees working in the BVI. All dividends, interest, rents, royalties and other expense amounts paid by the Company, and capital gains are realised with respect to any shares, debt obligations or other securities of the Company, are exempt from taxation in the BVI.

The tax charge in the period relates to the Company's subsidiary, Zanaga UK Services Limited.

The effective tax rate for the Group is 0.8% (2011: 0.2%).

6a Property, Plant and Equipment

Leasehold property improvements relate to 1 Albermarle Street, London. Property improvement costs are being amortised over five years to December 2016.

There are no assets held under finance leases or hire purchase contracts.

6b Investment in associate

The investment represents a 100% holding in Jumelles for the entire share capital of 2,000,000 shares. The shares were acquired in exchange for shares in the Company and have been recorded at fair value of the interest acquired.

The additions to the investment during the year are due to US$515,000 of additional investment (2011: US$nil), funded jointly (50/50) with Xstrata, for the survey of an additional land area, and US$32,000 (2011: US$6,498,000) for the completion of LTIP awards made to employees of Jumelles. Though Jumelles acquired the non-exclusive prospecting licence for the additional land area, it does not form part of the existing ZIOC Glencore Xstrata joint venture agreement.

Since its acquisition and up to 11 February 2011, the investment in Jumelles did not represent an investment in a subsidiary due to the call option held by Xstrata described in Note 1 above which throughout that period gave Xstrata Projects potential voting rights which would have been sufficient for Xstrata Projects to control Jumelles. Following exercise of the Xstrata Call Option, the residual rights retained by the Group are sufficient in the view of the Directors to provide the Group with the power to participate significantly in the financial and operating decisions affecting Jumelles. As a consequence the Group's interest is accounted for as an associate using the equity method of accounting.

As explained in Note 1, on 11 February 2011, Xstrata Projects exercised the Xstrata Call Option and from that date owns 50% plus one share of Jumelles and Jumelles is controlled at both a shareholder and director level by Xstrata Projects. However, as the shares issued on exercise of the option are not considered to vest until the provision of the services relating to the FS has been completed, the Group will continue to account for a 100% interest in Jumelles Limited until the FS has been completed. Only at that time will the Group account for a reduction in its interest in Jumelles.

The Group financial statements account for the Xstrata Projects transaction as an in-substance equity-settled share-based payment for the provision of services by Xstrata Projects to Jumelles in relation to the PFS and the FS. These services largely are provided through third party contractors and are measured at the cost of the services provided.

As at 31 December 2012, Jumelles had aggregated assets of US$266,467,000 (2011: US$200,396,000) and aggregated liabilities of US$8,915,000 (2011: US$37,461,000). For the year ended 31 December 2012 Jumelles incurred a loss before tax of US$733,000 (2011: US$1,305,000) which included costs of US$948,000 on the survey of the additional land area (2011: US$Nil) and income of US$393,000 from Xstrata Project Services (2011: US$Nil). There was no tax charge for 2012 (2011: US$Nil). Currency translation of the underlying Congolese asset generated a translation gain of US$6,250,000 (2011: Loss US$8,517,000). A summarised consolidated balance sheet of Jumelles Limited for the year ended 31 December 2012, including adjustments made for equity accounting, is included below:

7 Other receivables

8 Cash

9 Trade and other payables

The net amount payable to the Jumelles group comprises US$25,000 payable to Jumelles Limited (2011: US$64,000) and US$53,000 payable to Jumelles Technical Services (UK) Limited (2011: US$21,000). No amounts payable are due in more than 12 months (2011: US$nil).

10 Share capital

The Company is able to issue an unlimited number of no par value shares. The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. No dividends have been paid or declared in the current year (2011: US$nil).

Share capital changes in 2012

There were no new shares issued in 2012.

A share buy-back programme was initiated in October 2012 and at 31 December 2012 a total of 639,000 shares had been repurchased and cancelled. A further 1,000,000 shares were repurchased and cancelled in January 2013.

11 Share-based payments

Employees

As stated under Note 2 above the Group has implemented a LTIP in order to recruit and retain key officers and employees of the Group and the Group's associate. For all key management personnel, the LTIP is structured as a split interest scheme. On the date of the award, the employee and the Employee Trust enter into an agreement to acquire shares as joint owners with the employee's proportion of ownership of each share being 0.001% of the total value up to a given hurdle and 99.999% of the total value above the hurdle. The hurdle is determined on advice of the Remuneration Committee. The employee will pay the market value for his joint ownership of the shares. If the vesting conditions are not met, the employee forfeits joint ownership of the shares. If the award meets the vesting conditions, the employee has the right to exercise the option and become the sole owner of the shares. The Group has also granted a number of awards of share options to middle management. Under these awards the Trust grants the employee the right to acquire shares if certain vesting conditions are achieved. The employee is not required to pay an exercise price for these shares.

Three sets of separate awards were made on 18 November 2010, each having several different vesting conditions. These vesting conditions have now been satisfied and, as a result, all of these awards have fully vested.

A fourth set of awards was made in the current year on 2 March 2012, subject to the vesting conditions under Award 4 below.

There are specific provisions that apply to all awards in respect of takeover and corporate transaction provisions and provisions relating to cessation of employment or ceasing to provide services.

Award 1 (fully vested)

These awards vested on the publication of the results of the VEE, which was achieved in October 2011.

Award 2 (fully vested)

These awards fully vested in 2012 on the expiry of two years following Admission.

Award 3 (fully vested)

These awards fully vested in 2012 on the expiry of two years following Admission.

Award 4

Structured as standard share options, these awards vest on completion of the Bankable Feasibility Study being the completion of a detailed report showing the economic feasibility of the Mining Licences to the satisfaction of the Board prior to 31 May 2014.

The application of the vesting criteria is subject to the discretion of the board of directors.

It is currently expected that the awards will vest in full.

* Sterling amounts have been converted into US Dollars at the grant dates exchange rates of: Awards 1,2,3 US$1.547:£1.00 and Award 4 US$ 1.5835:£1.00.

** Excepting one leaver with 676,859 share options expiring 10 October 2013.

The following information is relevant in the determination of the fair value of options granted during 2010 and 2012 which has applied option valuation principles during the year under the above equity-settled schemes:

* Sterling amounts have been converted into US Dollars at the grant dates exchange rates of: Awards 1,2,3 US$1.547:£1.00 and Award 4 US$ 1.5835:£1.00.

The volatility assumption is measured by reference to the historic volatility of comparable companies based on the expected life of the option.

Non-employees

The Company has also granted awards of share options in respect of consultancy services provided by Strata Capital UK LLP:

* Sterling amounts have been converted into US Dollars at the grant dates exchange rates of: Awards 1,2,3 US$1.547:£1.00 and Award 4 US$ 1.5835:£1.00.

The total equity-settled share-based payment expense recognised as an operating expense during the year was US$723,000 (2011: US$2,425,000), of which US$345,000 (2011: US$2,268,000) related to the Directors, US$182,000 related to employees of the group (2011: US$nil), and US$196,000 (2011: US$157,000) related to consultancy services provided by Strata Capital UK LLP. Further details of share-based payments awarded to Directors of the Group can be found in the Remuneration Report on page 29 of the annual report.

The total charge during the year for equity-settled share-based payments awarded to employees of companies in which the Group has a significant interest totals US$32,000 (2011: US$6,498,000) and has been added to the cost of investment in those companies.

12 Loss per share

There are potential ordinary shares outstanding, refer to Note 10 and 11 for details of these potential ordinary shares.

13 Financial instruments

Fair values of financial instruments

Other receivables

The fair value of other receivables is estimated as the present value of future cash flows, discounted at the market rate of interest at the balance sheet date if the effect is material. The fair values approximate book values.

Trade and other payables

The fair value of trade and other payables is estimated as the present value of future cash flows, discounted at the market rate of interest at the balance sheet date if the effect is material. The fair values approximate book values.

Cash and cash equivalents

The fair value of cash and cash equivalents is estimated as its carrying amount where the cash is repayable on demand. Where it is not repayable on demand then the fair value is estimated at the present value of future cash flows, discounted at the market rate of interest at the balance sheet date.

Financial Risk Management

The Group's activities expose it to a variety of financial risks: credit risk, liquidity risk and market risk (comprising currency risk and interest rate risk). The Group seeks to minimise potential adverse effects of these risks on the Group's financial performance. The Board has overall responsibility for managing the risks and the framework for monitoring and coordinating these risks. The Group's financial risk management policies are set out below:

(a) Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group receivables related parties. The Group has a credit policy in place and exposure to credit risk is monitored on an ongoing basis. At 31 December, the financial assets exposed to credit risk were as follows:

(b) Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its obligations as they fall due. The Group evaluates and follows continuously the amount of liquid funds needed for business operations, in order to secure the funding needed for business activities and loan repayments. The availability and flexibility of the financing is needed to assure the Group's financial position. The Group funding requirements are detailed in Note 1.

Details of the maturity of financial liabilities are provided in Note 9.

(c) Market risk

(i) Foreign currency risk

The foreign currency denominated financial assets and liabilities are not hedged, thus the changes in fair value are charged or credited to profit and loss.

As at 31 December 2012 the foreign currency denominated assets include cash balances held in sterling of US$34,671,000 (2011: US$38,746,000), other receivables denominated in sterling of US$282,000 (2011: US$102,000), and payables of US$585,000 (2011: US$768,000) denominated in sterling.

The following significant exchange rates applied during the year:

Sensitivity analysis

A 10% weakening of the following currencies against the US Dollar at 31 December 2012 would have increased (decreased) equity and profit or loss by the amounts shown below. This calculation assumes that the change occurred at the balance sheet date and had been applied to risk exposures existing at that date.

This analysis assumes that all other variables, in particular other exchange rates and interest rates, remain constant.

A 10% strengthening of the above currencies against the US Dollar at 31 December would have had the equal but opposite effect on the above currencies to the amounts shown above, on the basis that all other variables remain constant.

Capital management

The Board's policy is to maintain a strong capital base so as to maintain investor and market confidence. Capital consists of share capital and retained earnings.

The Directors do not intend to declare or pay a dividend in the foreseeable future but, subject to the availability of sufficient distributable profits, intend to commence the payment of dividends when it becomes commercially prudent to do so.

The Company has a LTIP which is administered by the Remuneration Committee. The LTIP is discretionary and the Remuneration Committee will decide whether to make share awards under the LTIP at any time. Either the Group Employee Benefit Trust buys the shares in the Company to be issued under the LTIP or, share options awards are made direct to individuals as appropriate.

14 Commitments

The Group had no capital commitments or off-balance sheet arrangements at 31 December 2012 (31 December 2011: nil).

15 Related parties

The Group's relationships with Jumelles and Glencore Xstrata are described in Note 1 above.

The following transactions occurred with related parties during the period:

In addition to the transactions above, the Group has also issued share options to Strata Capital UK LLP. Details of these options can be found in Note 11.

Transactions with key management personnel

* Harris GeoConsult Ltd, a company in which Colin Harris has a controlling interest, was paid a total of £193,000 (US$308,000) for consultancy services provided by Colin Harris during 2012 (2011: £131,000 US$205,000).

Strata Capital UK LLP, a limited liability partnership in which Michael Haworth has a significant interest, was paid a total of £311,000 (US$497,000) for consultancy services provided by Michael Haworth during 2012 (2011: £104,000 US$162,000).

The Directors have no material interest in any contract of significance subsisting during the financial year, to which the Group is a party.