ZIOC Zanaga Iron Ore Company Limited

01 July 2024 

Subscriptions and Shard Sale

Zanaga Iron Ore Company ("ZIOC" or the "Company") (AIM:ZIOC) announces that, further to ZIOC's announcement at 07:05am this morning, the Company granted Shard Merchant Capital Ltd ("SMC") a waiver from the share trading limitations imposed by the equity subscription agreements in respect of a sale by SMC of a block of ZIOC shares and it has been informed by SMC that it has conditionally sold 14,380,953 shares of the shares to be issued to it pursuant to the Shard Facility at a price of 5.25 pence per share (the "Shard Facility Sale") ("Trade Price").

In addition, Glencore and Mr Clifford Elphick (Non-Executive Chairman of ZIOC) have subscribed for shares at the same price, involving share purchases of US$300,000 and US$20,000 of ordinary shares respectively (further details provided below).

The approximately US$300,000 proceeds of the Subscription by Glencore will be applied to repay an equivalent amount of the Glencore Loan.  As a result of the Shard Facility Sale and the Subscriptions by Glencore and Mr Elphick, the Company expects to be in a position to repay all of the Glencore Loan on or prior to its due date of 31 July 2024 and be debt free - a positive step in enabling the advancement of further discussions with potential strategic partners.

The Shard Facility Sale is expected to complete on 5 July as it is conditional, inter alia,  upon the admission to trading on AIM of the 24 million Ordinary Shares to be issued pursuant to Existing ESA Tranche 3 and 2024 ESA First Tranche (as those terms are defined in ZIOC's announcement at 17:54 on 28 June 2024). An application has been made and these Ordinary Shares are expected to be admitted to trading on AIM on 4 July 2024.

The Company has also :

·    resolved to waive the provisions of Article 33.1 of the Company's Articles of Association in respect of the obligation to make a mandatory offer in accordance with that Article in respect of the subscription by Glencore of approximately US$300,000 of ordinary shares in the Company at the Trade Price, noting that as a result of the issue of the 24 million Ordinary Shares pursuant to the Shard Facility, after the subscription by Glencore its holding will be reduced to 43.17%;

·    approved the conditional subscription by Glencore of 4,503,339  ordinary shares in the Company at the Trade Price for an aggregate subscription price of approximately US$300,000; and

·    approved the conditional subscription by Mr Clifford Elphick of 300,223 ordinary shares in the Company at the Trade Price, for an aggregate subscription price of approximately  US$20,000 (together, the "Subscriptions").

Completion of the Subscriptions would result in Glencore and Mr Elphick acquiring 4,503,339 shares and 300,223 shares respectively, and their direct and indirect shareholdings will be 43.17% and 12.23% respectively.

The Subscriptions are conditional upon the admission of  the 4,803,562 ordinary shares to be issued pursuant to the subscriptions ("Subscription Shares")  to trading on AIM ("Admission").  An application for Admission has been made and the Subscription Shares are expected to be admitted to trading on AIM on 4 July 2024.

The Subscription Shares will rank pari passu with each other and with the Company's existing Ordinary Shares. The Company does not hold any shares in treasury. Following Admission of the Subscription Shares the total number of Ordinary Shares and voting rights in the Company will be 673,793,471.

Following Admission, this figure of 673,793,471 Ordinary Shares may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Related Party Transactions

The participation Glencore, a Substantial Shareholder of the Company, in the Subscriptions constitutes a related party transaction for the purposes of the AIM Rules for Companies. Accordingly, Mr Clinton Dines and Mr Johnny Velloza, each Non-Executive Directors, acting in their capacities as independent directors for the purposes of the related party transaction, consider, having consulted with Panmure Liberum Capital Limited, the Company's Nominated Adviser, the terms of the Subscriptions and the participation of Glencore in the Subscriptions to be fair and reasonable insofar as the Company's shareholders are concerned.

Clifford Elphick, Chairman of ZIOC commented:

"I am delighted to inform ZIOC shareholders that Glencore and I have purchased further shares in ZIOC today, demonstrating our further support for the continued development of the Zanaga Project, and supporting management's continued engagement with strategic partners."

The Zanaga Iron Ore Company Limited LEI number is 21380085XNXEX6NL6L23.

For further information, please contact:

Zanaga Iron Ore

Corporate Development and                         Andrew Trahar

Investor Relations Manager                           +44 20 7399 1105

Panmure Liberum Capital Limited

Nominated Adviser, Financial                        Scott Mathieson, John More

Adviser and Corporate Broker                       +44 20 3100 2000

Shard Capital Partners LLP

Corporate Broker                                                Damon Heath

                                                                                   +44 207 186 9952

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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"), AND IS DISCLOSED IN ACCORDANCE WITH THE COMPANY'S OBLIGATIONS UNDER ARTICLE 17 OF MAR