Zanaga Iron Ore Share Discussion Threads

[extrader] 25/11/2022 11:03

There's a load of other conditions precedent to be met.

Key first test for me will be that C-B doesn't play silly beggars over the Mining Licence and the 'change of control' that the new deal represents: see condition precedent
(e) the Project's mining licence remaining unrevoked;

That's my biggest concern atm: that C-B / Nguesso uses this event as a pretext for handing the concession over to the Chinese or similar.

And ZIOC has kind of tied its own hands. The very next CP is:

(f) the adoption by the Company of a revised anti-corruption and bribery policy.

!!!

Ho hum.

[strollingmolby] 25/11/2022 10:27

Good point, Extrader - only a few weeks to go.

[extrader] 25/11/2022 10:21

Presumably because it's not yet a 'done deal'?

A notice of a general meeting to be convened for on or around 13 December 2022 will be sent to Shareholders shortly to seek authority for the directors to: (i) issue 286,340,379 Shares pursuant to the Acquisition; and (ii) not require Glencore Projects to make a takeover offer in accordance with Regulation 33 of the Articles in connection with the Acquisition.

[topazfrenzy] 25/11/2022 10:17

This is a x20 share imo ... could happen in a flash if any development deal is announced

You have been warned!

[topazfrenzy] 25/11/2022 10:16

I'm buying the dips from here, averaging UP lol

[strollingmolby] 25/11/2022 09:34

Whoops, somebody didn't change the template wording from last year's AGM Results RNS...

[xcap1] 24/11/2022 12:31

This bit is interesting providing a major catalyst in accelerating the development One wonders what may be happening behind the scenes Funding is not going to be easy or immediate (unless this was part of on going discussions and the re structuring needed to be done) but this does pave the way for much greater and easier open and transparent discussions with potential funding institutions The use of the word catalyst is interesting

[xcap1] 24/11/2022 12:25

The Acquisition is expected to have a substantial beneficial impact on future funding discussions and financing negotiations with lenders and infrastructure partners - potentially providing a major catalyst in accelerating the development of the Project and unlocking value to Shareholders.-- The Acquisition is akin to a corporate restructuring and not a commercial acquisition or disposal.-- Following Completion, the Company believes it will be significantly more attractive to a broad range of investors on the AIM market.

[topazfrenzy] 24/11/2022 11:00

Last time it went over 20p .. on very little news

this time we could get to 50p very quickly if some sort of development deal is on the way

[catchingmice] 24/11/2022 09:55

Well this is nice for a changesuch a longtime coming but still needs to go a lot higher so i can break even

[xcap1] 24/11/2022 09:39

Beowulf mcap is £39m, and Zioc has spent 350m dollars and have a BFS done. Maybe a overdue re-rating of value.

[davidlloyd] 24/11/2022 09:13

Nice share price action ....
DL

[bcape] 23/11/2022 12:23

RNS Number : 2812H
Zanaga Iron Ore Company Ltd
23 November 2022

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018. Upon publication of this announcement, such information is now considered to be in the public domain.

23 November 2022

PROPOSED ACQUISITION OF GLENCORE'S SHAREHOLDING IN THE ZANAGA IRON ORE PROJECT



Zanaga Iron Ore Company Limited ("ZIOC" or the "Company") (AIM: ZIOC) is pleased to announce that an agreement has been reached with Glencore Projects, for the acquisition of Glencore Projects' controlling shareholding in the Project, located in the Republic of Congo through the purchase of Glencore Projects' 50% plus one share interest in Jumelles, an entity which indirectly holds the benefit of the Project's mining licence, for a minority shareholding in ZIOC. ZIOC and MPD, an indirect wholly owned subsidiary of Jumelles which holds the benefit of the Project's mining licence, have also entered into a Marketing Agreement with Glencore International, which will take effect immediately prior to Completion, for the sale and purchase of all future iron ore production from the Project or any other of their or their Affiliates' assets using similar infrastructure in the Republic of Congo.

Highlights

· Proposed acquisition by ZIOC of Glencore Projects' controlling shareholding in Jumelles, indirect owner of the Project

o Subject to ZIOC shareholder approval, the Acquisition will be concluded through the issuance of 286,340,379 new Shares to Glencore Projects, which are expected to represent a shareholding of 48.26% in ZIOC on Completion.

o Relationship Agreement to be entered into between Glencore Projects and ZIOC with effect from Completion to ensure that the Company can carry on its business independently of Glencore Projects.

o Glencore Projects will have the right with effect from Completion to appoint two non-executive directors to the Board of ZIOC.

o Glencore Projects has agreed that it will not dispose of any of the Consideration Shares in the Company in the six months following Admission without the consent of the Company (not to be unreasonably withheld or delayed) other than in certain limited circumstances and to comply with orderly market provisions in the following six months.

· Marketing Agreement entered into between Glencore International, the Company and MPD which will take effect immediately prior to Completion

o Life-of-mine marketing agreement granting Glencore International the exclusive marketing right for all iron ore conforming to certain specifications produced by MPD, ZIOC or their respective Affiliates from the Project or in the Republic of Congo using similar infrastructure that is not subject to existing sales arrangements.

o Agreement by Glencore Projects to purchase from MPD or the Company the Product, or sell the Product on behalf of the Company on arm's length terms.

o Glencore International to be entitled to receive a marketing fee in accordance with the detailed provisions of the Marketing Agreement.

· Funding agreement

o In order to fund the Project's continuing work programme and budget, as well as the working capital requirements of ZIOC, until 31 December 2023, Glencore Projects has agreed to amend the terms of the Loan Agreement as follows:

§ increase in loan quantum from US$1.2 million to US$1.8 million;

§ extension of loan repayment date to 31 December 2023.

§ Jumelles may utilise up to US$200,000 of the loan facility to advance loans to ZIOC to fund its working capital.

· General Meeting

o A notice of a general meeting to be convened for on or around 13 December 2022 will be sent to Shareholders shortly to seek authority for the directors to: (i) issue 286,340,379 Shares pursuant to the Acquisition; and (ii) not require Glencore Projects to make a takeover offer in accordance with Regulation 33 of the Articles in connection with the Acquisition.



Clifford Elphick, Non-Executive Chairman of ZIOC, commented:

"The acquisition of Glencore Projects' shareholding in the Project is a key milestone for ZIOC's shareholders, demonstrating to third party investors that the Project is now represented by a single entity and management strategy. The Acquisition is value accretive to Shareholders and increases effective equity ownership of the Project by existing Shareholders, enhancing their look-through ownership of the Project and securing control of the Project without paying any premium for such interest.

Furthermore, entering into the Marketing Agreement with Glencore International now provides comfort to investors and financiers that the Project's future production is underpinned by one of the largest iron ore traders globally."

For further information, please contact:

Zanaga Iron Ore Company Limited

Corporate Development and Andrew Trahar

Investor Relations Manager [phone]

Liberum Capital Limited

Nominated Adviser, Financial Scott Mathieson, Edward Thomas

Adviser and Corporate Broker [phone]


About us:

Zanaga Iron Ore Company Limited ("ZIOC" or the "Company") (AIM ticker: ZIOC) is the owner of 50% less one share in the Zanaga Iron Ore Project based in the Republic of Congo through its investment in its associate Jumelles Limited. 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.

General

All statements, other than statements of historical facts, included in this announcement, including, without limitation, those regarding the Company's financial position, business strategy, plans and objectives of management for future operations or statements relating to expectations in relation to dividends or any statements preceded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "plans", "will", "may", "anticipates", "would", "could" or similar expressions or the negative thereof, are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance, achievements of or dividends paid by the Company to be materially different from actual results, performance or achievements, or dividend payments expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's net asset value, present and future business strategies and income flows and the environment in which the Company will operate in the future.

These forward-looking statements speak only as of the date of this announcement. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto, any new information or any change in events, conditions or circumstances on which any such statements are based, unless required to do so by law or any appropriate regulatory authority.



Shareholders should read the risk factors set out in the Company's annual report and accounts that could affect the Company's future performance and the industry in which it operates. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this announcement may not occur.

[bcape] 23/11/2022 12:20

Today's RNS changes the whole game plan for ZIOC... post completion througn c.16th December 2022, ZIOC will have 100% control over decisions with Glencore holding less than 50% shares.

This will make an enormous difference in ZIOC capability to attain strategic partners, even to do a formal tender for project or other finance against future iron ore delivery prices.

[extrader] 23/11/2022 10:48

GLEN have reduced their direct exposure/visibility, while retaining a lot of any upside potential, IMO. They've got rights, without as many obligations.

This looks to be moving more towards the arrangement that GLEN has with Champion Iron in Canada, where it has a minority stake, with an offtake agreement and has provided supportive finance.
See hxxps://newsroom.championiron.com/index.php?s=2429&keywords=glencore

See also Elphick comment: " entering into the Marketing Agreement with Glencore International now provides comfort to investors and financiers that the Project's future production is underpinned by one of the largest iron ore traders globally."

IMO.
At least this news has livened up an otherwise somewhat dull day ;->

[greenelf] 23/11/2022 10:10

Short - medium term negative, agreed. Longer term (years) it is positive..

[tidy 2] 23/11/2022 10:04

Glen are right on the doorstep of zioc resource. No positives quite the opposite with this news. Unfortunately

[xcap1] 23/11/2022 08:42

Well put DL. We all know if phase 1 and 2 were in production where the mcap would be The question is why would glen make this move It's got to be with production in mind in my view , but this is massive capex and any funding decision will take time to make and execute Next question is will they start with small scale production (1-5millon tap) with a much smaller capex requirement or go straight to phase 1

[tidy 2] 23/11/2022 08:41

Well the big name has walked away

[davidlloyd] 23/11/2022 08:28

Certainly seems a very positive move forward (at last) to me...just how it will affect share price is anyone's guess in this market. :-/

DL

[xcap1] 23/11/2022 08:18

This will be seen as a multi decade income generating asset for Glen core Interesting times ahead , 2023 should be very interesting

[xcap1] 23/11/2022 08:14

This is a very very valuable asset and Glencore know this. It's the future of steel ,green steel as it's called due to its 68% Fe content for pellet feed Glencore now own 49% of Zioc two board seats , so will now be involved in funding discussions which will carry immense weight with global lending institutions with them selling into the global Fe market which they are global players in Great move by Glen , they will rake in billions and billions on the trading side

[aja5] 23/11/2022 07:58

Sounds fantastic to me!