Last checked at 13 Sep 2013 07:01
13 September 2013
Supplemental Agreement with Glencore Xstrata
Further to today's joint Zanaga Iron Ore Company ("ZIOC" or the "Company") and Glencore Xstrata announcement of their decision to advance the Zanaga Iron Ore Project (the "Project") on the basis of a staged development scope, Zanaga Iron Ore Company is pleased to announce that it has entered into a supplemental agreement ("Supplemental Agreement") with Glencore Projects Pty Limited ("Glencore" or "JV Partner") setting out certain agreed modifications to the existing Joint Venture Agreement ("JVA") between Glencore, the Company, Jumelles Limited ("Jumelles") and the Company's two largest shareholders, Garbet Limited and Guava Minerals Limited (together the "Parties") which regulates the conduct and development of Jumelles (the 100% owner of the Zanaga Project) and the relationship between the Parties.
The key modifications to the JVA (as summarised in the AIM Admission Document available on the Company's website) are as follows:
· The feasibility study will be based on a staged development scope.
· A work programme and budget have been agreed up until the end of 2014. Such work programme covers:
· The feasibility study (due to be finalised in March 2014)
· The mining exploitation licence application
· Progression of regulatory approvals
· Investigation of early Direct Shipping Ore (DSO) opportunities.
· Glencore has agreed to fund the work programme and the Company has agreed to contribute US$17m to such work programme. The contribution will be paid in a number of staged payments made from the Company's existing cash balances.
· The pre-emptive, change of control, call option, and tag-along provisions have been modified, reflecting the changes in ownership since the JVA was signed in 2009:
· The call option which Glencore had over the ZIOC shares in Jumelles has been deleted
· The existing Glencore change of control provisions have been replaced by a change of control provision similar to the existing ZIOC change of control provision
· A transfer of the ZIOC shares in Jumelles is subject to Glencore's rights of first refusal
· ZIOC's tag-along also applies on a change of control of the JV Partner
· The provisions relating to shareholder reserved matters have been extended to apply to additional matters, including the approval of any work programme and budget which is co-funded by the Company
As the Company and its two largest shareholders Garbet Limited and Guava Minerals Limited are parties to the Supplemental Agreement, it constitutes a related party transaction as defined in Rule 13 of the AIM Rules for Companies as between those parties. Accordingly with respect to the provisions between Garbet, Guava and the Company it has been considered by a committee of the board (the "Independent Committee"), which does not include Michael Haworth and Clifford Elphick, being the Directors connected to Garbet and Guava respectively. The Independent Committee, having consulted with its nominated adviser, considers that the terms of the transaction in so far as they relate to the related parties are fair and reasonable insofar as its shareholders are concerned.
For further information please contact:
Zanaga Iron Ore
Corporate Development and Andrew Trahar Investor Relations Manager +44 20 7399 1105
Liberum Capital Limited
Nominated Adviser and Financial Simon AtkinsonAdviser and Christopher Britton
+44 20 3100 2000
Bell Pottinger-Pelham
Financial PR James MacFarlane and Daniel Thole
+44 20 7861 3232
About ZIOC:
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.