Zanaga Iron Ore - Audited Results for the Year to 31 December 2025
Zanaga Iron Ore Company Audited Results for the Year to 31 December 2025
1 July 2026
2025 Highlights and events to 30 June 2026
Project Development Strategy
· Four targeted, high-impact initiatives were identified at the beginning of 2025. Throughout the year, the costing and feasibility of these initiatives were completed, delivering US$2.2 billion in cash cost savings1.
1) Direct Reduction Iron ("DRI") product quality test work:
o Positive test work results confirming the ability of the Zanaga Iron Ore Project (the "Zanaga Project" or the "Project") to produce DRI grade pellet feed concentrate with low impurities:
§ Stage One (hematite) concentrate grade results: 68.5 %Fe, 1.05 %SiO₂, 0.47 %Al₂O3, 0.034 %P
§ Stage Two (magnetite) concentrate grade results: 69.1 %Fe, 1.96 %SiO₂, 0.40 %Al₂O3, 0.028 %P
o Confirmation of DRI-grade pellet feed has increased the Project's revenue potential to US$11,325 million[1],[2] over the life of mine.
2) Pellet Plant Feasibility Study:
o A feasibility study was completed to verify the likely costs to construct and operate both 2.5 Mtpa hot and 2.5 Mtpa cold pellet plants in the Republic of Congo.
o While the Republic of Congo could be suitable, current market conditions are less competitive than those in other jurisdictions. The Group continues to explore locations near steel producers that offer lower-cost long-term gas and power tariffs to improve investment opportunities.
3) Single Pipeline Feasibility Study:
o A feasibility study was commissioned in Q2 2025 to evaluate the construction of a buried 30Mtpa pipeline as part of Stage One.
o Total upfront capex for one pipeline is estimated at US$986 million, increasing Stage One capex by US$349 million but reducing total capex by US$357 million compared to a two-stage approach. A 30 Mtpa pipeline could eliminate the booster station and its fuel use, potentially cutting total operating costs by US$950 million over the mine's life.
o While the incremental NPV impact is limited-higher Stage One cash investment offsets Stage Two savings-the Group sees strategic value in a single pipeline configuration and will keep evaluating it prior to a construction decision.
4) Dry Tailings Management:
o A study was initiated in Q2 2025 to revise the 2014 Feasibility Study tailings storage facility ("TSF") design to align with international best practices.
o Thickened tailings technologies offer more stable and efficient alternatives to conventional wet tailings by reducing water content before deposition, improving geotechnical performance, reducing environmental risks and increasing water recovery.
o Thickened and dry tailings facilities compliant with global standards have the potential to reduce cash expenditure by US$1,280 million over the mine's life.
Strategic fundraise and Glencore share buyback
· In March 2025, ZIOC completed an equity fundraise (the "2025 Fundraise") for gross proceeds of US$23.01 million, with a group of investors with significant experience in the mining industry, project and infrastructure development, and strong relationships in the Republic of Congo ("RoC").
· Use of the Proceeds from the 2025 Fundraise
o US$15 million of the gross proceeds were used to repurchase, and subsequently cancel, Glencore's entire 43% equity shareholding in ZIOC, resulting in the termination of Glencore's Offtake Agreement and Relationship Agreement with the Group. This transaction with Glencore was a related party transaction for the purposes of the AIM Rules.
Strategic Investment in Zanaga Project
· In February 2026, ZIOC and its wholly owned subsidiary, Jumelles BVI Limited, signed a binding term sheet with Red Arc Minerals Inc ("RAM", a private investment company backed by leading mining industry executives and focused on the development of strategic-scale high-grade iron ore assets) for a proposed strategic investment in the Zanaga Project.
o Tranche One investment of up to US$25 million in cash to advance the Zanaga Project to Final Investment Decision ("FID") and acquire an aggregate 20% interest in Jumelles (to be funded in five equal sub-tranches).
o Tranche Two investment of US$125 million via a cash payment to ZIOC (at RAM's option) to acquire an incremental 67.5% fully diluted ownership of Jumelles from ZIOC (resulting in aggregate RAM ownership of Jumelles of 87.5%), exercisable within 18 months of completion of the full US$25 million Tranche One.
o Royalty granted to ZIOC on the closing of Tranche Two of 1.0% of Net Sales Revenue ("NSR") on all iron ore concentrate sales from the Project, subject to a partial buy-back at RAM's option (US$50 million for 0.50%).
o ZIOC and RAM are working on completing the transaction and, as was announced on 14 May 2026, are expecting to complete the transaction documentation by during July 2026.
April 2026 Economic Update
· The Group announced updated Project economics following completion of the project development strategy programme and the results of a technical and commercial evaluation of the process flowsheet for producing premium-quality DRI pellet feed concentrates. This update has increased confidence in the Project's economic prospects. The feasibility of producing DRI pellet feed at the mine demonstrates strong value creation, as shown below:
April 2026
Economic Update
Previous Studies
Change vs 2024 Feasibility Update
Financial Metric
2026[3]
Based on DRI product
2024[4]
Feasibility Study Update
20144
Feasibility Study
%
Stage One
Capex (US$m)
2,174
1,935
2,196
+12.5%
NPV (US$m)
2,539
1,939
2,132
+30.9%
IRR (%)
22.5
21.4
22.9
+1.1%
Avg. Product Grade (%Fe)
68.5
65.9
65.9
+2.6%
Stage One and Two
Expansion Capex (US$m)
+1,871
+1,871
+2,488
-
Combined NPV (US$m)
4,897
3,784
4,026
+29.4%
Combined IRR (%)
24.3
23.0
23.92
+1.3%
Avg. Product Grade (%Fe)
68.8
67.2
67.2
+1.6%
Moderate increase in April 2026 IRR due to a higher Stage One capital expenditure estimate.
2026 Equity Raise
· The Group raised aggregate gross proceeds of £5.7 million (approximately US$7.7 million) through a placing, subscription, and retail offer, issuing 142 million shares at 4 pence each ("2026 Equity Raise") with a settlement date of 22 May 2026. The placing was oversubscribed, showing strong investor confidence in the Group's strategy, progress, and future opportunities.
The net proceeds of the Capital Raising will be used to:
o progress the bulk sampling campaign, including earthworks and sampling;
o support Zanaga Project in-country overheads; and
o support ZIOC corporate overheads and general working capital requirements.
Board Appointments
· Strengthened leadership with key appointments
o Martin Knauth, who was appointed as Chief Executive Officer in December 2023, was subsequently appointed to the Board on 9 April 2025, bringing over 30 years' international mining industry experience.
o Phil Mitchell was appointed to the Board on 9 April 2025 as Non-Executive Director, representing Greymont Bay, bringing extensive strategic and financial expertise from his tenure at Rio Tinto and his current role at I-Pulse Group.
Initiatives and Key Partnerships
· Strategic Power Memorandum of Understanding ("Power MoU") was concluded in 2025
o Power MoU: Signed with Centrale Électrique du Congo ("CEC") SA to assess the technical, economic, and legal aspects required for power generation and distribution for the Zanaga Project's needs for its Stage One operations
o Approaches received from multiple parties interested in the development of the Zanaga Project. Discussions continue with various parties, and the Group will provide further updates in due course.
Corporate Facility
· Shard Merchant Capital Ltd ("SMC") block sale completed during April 2026 (the "SMC Block Sale"), raising gross proceeds of £172k, for working capital purposes.
· The equity subscription agreements ("Shard ESAs") are for the remaining 24.1 million ordinary shares in up to three tranches, with 99,038 shares still remaining from tranche 1, and 2 x 12 million ordinary shares available in the 2024 ESA for the remaining tranches.
· Following the 2026 Equity Raise, the Group has suspended the issuance of new Ordinary Shares to SMC until further notice.
Year-end cash balance
· Cash balance of US$1.28m as at 31 December 2025 and a cash balance of US$5.40m as at 30 June 2026.
Clifford Elphick, Non-Executive Chairman of ZIOC, commented:
"This was a transformational period for ZIOC and the Zanaga Project. Through a focused development strategy, the Group strengthened Project economics, confirmed the ability to produce premium DRI-grade iron ore products, and advanced Zanaga's position as a strategically important future supplier to the low-carbon steel industry.
"The period also included key corporate milestones, including the repurchase of Glencore's shareholding, as well as the post-period achievements of the strategic investment agreement with Red Arc Minerals and an oversubscribed equity raise, further strengthening the Group's platform for future development.
"On behalf of the Board, I would like to thank our shareholders, employees, partners and the Government of the Republic of Congo for their continued support."
The Group will post its Annual Report and Accounts for the year ended 31 December 2025 ("2025 Annual Report and Accounts") to shareholders around 10 July 2026.
The 2025 Annual Report and Accounts will be available on the Group's website www.zanagairon.com today.
For further information, please contact:
Zanaga Iron Ore Company Limited
Zanaga Iron Ore Company Limited
Andrew Trahar
+44 20 3916 5021
Panmure Liberum Limited
Nominated Adviser, Financial Adviser and Joint Broker
Scott Mathieson / John More
+44 20 3100 2000
Tamesis Partners LLP
Joint Broker
Richard Greenfield / Charles Bendon
+44 203 882 2868
Shard Capital Partners LLP
Joint Broker
Damon Heath
+44 20 7186 9952
BlytheRay
Public Relations
Megan Ray / Will Jones
+44 20 7138 3204
About us:
Zanaga Iron Ore Company Limited (AIM ticker: ZIOC) is an iron ore exploration and development company, with its flagship asset being the 100% owned Zanaga Iron Ore Project, located in the Republic of Congo. The Government Mining Licence, Environmental Permit and Mining Convention are all in place for the Project.
The Zanaga Iron Ore Project is a globally significant asset with a 6.9 billion tonne resource and a 2.1 billion tonne reserve, targeting 30Mtpa production of high-grade DRI pellet feed with very low impurity levels. When fully developed, Stage One (12Mtpa) and Stage Two (18Mtpa expansion) together could establish Zanaga as one of the world's largest iron ore mines. With all key permits secured, Zanaga is well positioned to benefit from increasing demand for high-quality, low-impurity iron ore, supported by low operating costs and an efficient slurry pipeline to port.
In the context of the global transition towards lower-carbon steel production, the Zanaga Project is well positioned to become one of the largest producers of high-grade, premium DRI pellet feed iron ore concentrate.
The Zanaga Iron Ore Company Limited LEI number is 21380085XNXEX6NL6L23.
Chairman's Statement
Dear Shareholder,
The strategic investment by RAM into the Zanaga Project and proceeds from the 2026 Equity Raise have now provided the necessary funds to complete the Front End Engineering Design ("FEED") prior to an investment decision. We now have strong momentum from a supportive stakeholder base and intend to accelerate the 12Mtpa Stage-One project toward a construction decision in 2027.
Iron ore prices have remained robust for an extended period, and a strong outlook for premium, high-quality iron ore products positions the Zanaga Project as a strategic development asset.
Iron ore market
In 2025, the iron ore market saw major Australian producers shift toward lower-grade specs. The Platts Iron Ore Price Index (IODEX) averaged $102.37/dmt CFR China. Price volatility was narrower than in previous years. From 2026, IODEX shifted to a 61% Fe basis from 62% Fe, as declining quality and impurities made the old standard inadequate, with physical shipments now priced around 61% Fe.
India is set to emerge as a new growth engine for the steel industry, driven by infrastructure and real estate, achieving rapid expansion with an astonishing projected average annual growth rate of 10.5%. India's crude steel output is expected to reach 167 million tonnes in 2026 and 200 million tonnes by 2030.
With DRI emerging as the leading pathway for steel sector decarbonisation, a forecast supply deficit for DRI-grade iron ore signals an opportunity for new suppliers. Moves to grasp this opportunity are being led by producers in Canada, Brazil, and the Nordic region, and prospective developments across Africa.
Not all DRI producers have access to domestically sourced DRI-grade feedstock, and an increasing number of new plants are coming online without a dedicated local pellet supply. This trend will place additional pressure on the global seaborne market for DRI-grade iron ore. Most forecasts point to rising demand for DRI-grade material, and many studies suggest that a supply deficit is likely to widen beyond 2030.
BloombergNEF expects a DR-grade iron ore deficit of 15 million tonnes per annum (Mtpa) by 2030, widening to 133Mtpa by 2040. Midrex has also flagged a potential supply shortfall, of up to 16.4 Mtpa by 2034. This outlook presents significant challenges for DRI producers, while creating potential opportunities for emerging suppliers, including Zanaga.
Project Development Strategy
The Group completed its project value enhancement initiative, first announced on 18 March 2025. The workstreams have delivered significant value enhancement and strategic benefits across multiple areas of the Zanaga Iron Ore Project.
Detailed design and costing assessments were completed with industry experts across the following workstreams:
1) Product quality enhancements - Direct Reduced Iron test work
2) Pellet plant feasibility study
3) Single 30Mtpa capacity pipeline feasibility study
4) Thickened and dry tailings facility study
The completion of these workstreams has not only improved the economic potential of the Zanaga Project but has also established a robust engineering and design foundation as the Group progresses the Project.
Key Overall Economic Highlights reported in the table below in comparison to the previous feasibility model updated in 2024:
Area
Outcome
Potential impact over 30 years life of mine
% Change
1.
Revenue Potential
Increases
US$11,325 million
16%
2.
Total Capital Expenditure
Reduces
US$352 million
(9)%
3.
Total Cash Cost
Reduces
US$2,235 million
(10)%
a. Sustaining Capital Expenditure
Reduces
US$1,505 million
(39)%
b. Operating Expenditure
Reduces
US$731 million
(4)%
Strategic fundraising and Glencore share buy-back
In March 2025, ZIOC successfully completed the buyback of Glencore's entire equity shareholding for US$15 million, thereby terminating the existing Relationship and Offtake Agreements. This pivotal transaction provided greater strategic autonomy and enabled new cornerstone investors to participate in the equity fundraise, which secured US$23.01 million in gross proceeds.
ZIOC's investors, notably Greymont Bay, led by industry veterans including Mark Cutifani, Tony Trahar, Tony O'Neill, and Phil Mitchell, alongside Gagan Gupta of Arise and Sir Mick Davis, bring world-class expertise and strategic relationships that are critical to advancing the Zanaga Project.
The acquisition of Glencore's shareholding and the successful equity fundraising have positioned us strongly, enhancing both our financial stability and strategic flexibility to advance the Zanaga Project towards a construction decision. This transaction, involving the repurchase and subsequent cancellation of Glencore's entire 43% equity shareholding in ZIOC and the termination of Glencore's Offtake Agreement and Relationship Agreement, was a related-party transaction for the purposes of the AIM Rules.
Strategic Investment in Zanaga Project
· In February 2026, ZIOC and its wholly owned subsidiary, Jumelles BVI Limited, signed a binding term sheet with RAM, a private investment company backed by leading mining industry executives and focused on the development of strategic-scale high-grade iron ore assets for a proposed strategic investment in the Zanaga Project.
o Tranche One investment of up to US$25 million in cash to advance the Zanaga Project to FID and acquire an aggregate 20% interest in Jumelles (to be funded in five equal sub-tranches).
o Tranche Two investment of US$125 million via a cash payment to ZIOC (at RAM's option) to acquire an incremental 67.5% fully diluted ownership of Jumelles from ZIOC (resulting in aggregate RAM ownership of Jumelles of 87.5%), exercisable within 18 months of completion of the full US$25 million Tranche One.
o Royalty granted to ZIOC on the closing of Tranche Two of 1.0% of Net Sales Revenue ("NSR") on all iron ore concentrate sales from the Project, subject to a partial buy-back at RAM's option (US$50 million for 0.50% NSR).
· Rationale for the transaction structure
The Transaction, as envisaged, has been structured to achieve multiple objectives for ZIOC shareholders, which are summarised below:
1. Limiting dilution to ZIOC shareholders
o The transaction envisaged would not result in direct dilution to ZIOC shareholders as it is an investment at the Jumelles subsidiary level and the Tranche One investment may only potentially be converted into ZIOC shares by either ZIOC or RAM at 15 pence per share (and subject to certain conditions and restrictions).
2. Advance the Zanaga Project to FID
o Tranche One is expected to fully fund the Project through FEED completion to FID, including capital available for contingency and continued Jumelles project working capital costs to cover the final financing negotiation phase of the Project post FEED.
3. Near-term path to significant floor price cash value (via Tranche Two payment)
o If RAM exercises the Tranche Two option, US$125 million of cash will be received by ZIOC, which may be distributed to ZIOC shareholders in due course.
o ZIOC intends to retain this cash on the Group's books until such time as the Zanaga Project FID is taken, in order to consider the attractiveness of investing it to retain an equity stake in the Zanaga Project going forward (such decision will depend on the project economics at the time of the Project's FID).
4. Optionality to retain 12.5% project ownership
o The envisaged transaction has been structured to enable ZIOC to fully fund its pro-rata 12.5% share of an estimated US$1 billion total project equity contribution required from the final equity investors in the Project at construction.
o In the event that ZIOC elects to fund such pro-rata 12.5% final equity contribution at construction, ZIOC would have retained a sizeable share of a fully financed strategic iron ore asset with highly attractive economics.
o By way of illustration, if the Zanaga Project generates EBITDA of US$2 billion per annum in Stage Two, ZIOC's attributable share of such EBITDA would equate to US$250 million per annum.
5. Royalty upside to ZIOC shareholders only
o The transaction structure envisages a 1% NSR royalty to be paid to ZIOC only (subject to a partial buy-back at RAM's option of US$50 million for 0.50%), which enables additional substantial value upside that is indifferent to the Project's economics.
o ZIOC is not expected to need to invest further in the Zanaga Project to receive this annual royalty payment.
o By way of illustration, based on a 1% NSR royalty if the Zanaga Project generates US$3,246 million of net sales revenue per annum in Stage Two, the NSR royalty payable to ZIOC would equate to US$32.5 million per annum.
April 2026 Economic Update
· Strategic Advancement to DRI Product
Following successful laboratory-scale DRI test work completed in mid-2025, ZIOC commissioned detailed conceptual and feasibility-level designs to refine capital and operating cost estimates to ±20% accuracy.
The updated development strategy incorporates:
o A modular 12Mtpa hematite concentrator complex consisting of three 4Mtpa lines
o A two-stage, 12Mtpa and 18Mtpa, pipeline system, with optional single 30Mtpa slurry pipeline system
o Thickened tailings storage facilities
o A 12Mtpa filter plant and covered concentrate handling facilities
The Group's DRI product strategy positions the Zanaga Project to benefit from:
o Increasing demand for premium iron ores, particularly DRI-grade iron ore
o Global steel sector decarbonisation via growth in Electric Arc Furnace ("EAF") steel production
o Firm positioning in the lowest cost quartile of iron ore producers
· Stage One Processing Facility Capital and Operating Cost Overview
The updated Stage One processing capital expenditure estimate (April 2026 Economic Update Case[5]) totals approximately US$753.7 million for processing, filtration, and concentrate handling facilities, contributing to a total expected Stage One capital requirement of US$2.17 billion[6].
Operating unit processing, filter plant and product handling costs for Stage One are estimated at US$11.97 per tonne of concentrate[7].
While Stage One processing operating costs and capital expenditure estimates have increased moderately compared with previous studies, the inclusion of DRI-grade product premiums significantly improves the Project's Stage One NPV by approximately 31% relative to the 2024 Feasibility Study Update. Refer to the April 2026 Economic Update table on pages 4 and 5.
Subscription Agreement with Shard Merchant Capital Ltd
ZIOC entered into a successful Subscription Agreement with Shard Merchant Capital Ltd ("SMC"), securing essential working capital funding. Details of the SMC Block Sale have also been reported on pages 5, 18 and 19.
2026 Equity Raise
The Group raised equity capital through a placing, subscription and retail offer of new ordinary shares of an aggregate of £5.7 million (approximately US$7.7 million).
The net proceeds of the Capital Raising will be used to:
o progress the bulk sampling campaign, including earthworks and sampling;
o support Zanaga Project in-country overheads; and
o support ZIOC corporate overheads and general working capital requirements.
RAM has agreed and signed a letter with the Group that it will refund the Group any expenses incurred in connection with the bulk sampling programme and Zanaga Project in-country overheads from 1 July 2026 up to a maximum of US$2 million.
Additional proceeds from the issue will be used to provide additional working capital headroom and further accelerate various workstreams related to the Zanaga Project.
The total number of Ordinary Shares in issue will be 991,101,694, and the total number of voting rights will therefore be 991,101,694. This figure may be used by shareholders as the denominator in the calculations they use to determine whether they are required to notify their interest in, or any change to their interest in, the share capital of the Group.
Corporate Developments
We welcomed Martin Knauth, Chief Executive Officer and Executive Director and Phil Mitchell as a Non-Executive Director to the Board, bolstering our leadership with extensive mining and development expertise critical for the Project's next phase.
Additionally, strategic MoU's were signed with CEC for robust and sustainable power solutions. These partnerships materially de-risk our project and pave the way for a reliable power supply.
Appointment of joint Corporate Broker
In December 2025, ZIOC appointed Tamesis Partners LLP as Joint Corporate Broker, alongside Panmure Liberum Limited, ZIOC's Nominated Advisor and Joint Broker, and Shard Capital Partners LLP, which is also a Joint Broker. The addition of Tamesis Partners to ZIOC's advisory team provides further support and additional resources as the Group looks to advance to the next stage of development on the Zanaga Project.
Cash Reserves and Project Funding
On 31 December 2025, the Group had cash reserves of US$1.28m. The Group had cash reserves of US$5.40m as of 30 June 2026.
Following completion of the 2025 Fundraise and 2026 Equity Raise, the Group is in a significantly improved financial position. Based on the current cost base at the Zanaga Project, the Board of Directors of ZIOC believes the Group will be well-positioned to support its operations in the near future.
The 2026 Equity Raise has removed any material uncertainty which could give rise to significant doubt over the Group's ability to continue as a going concern and, therefore, the Board believes that the Group will be able to realise its assets and discharge its liabilities in the normal course of business. The Board is satisfied that the Group will have sufficient funds to meet its own working capital requirements up to, and beyond, twelve months from the approval of these accounts.
The Group continues to review the costs of its operations and maintains cost discipline to conserve its cash resources. As part of such a review, and to preserve the Group's cash position, it was agreed on 15 May 2026 that US$888,134 in director fees from 1st February 2023 to 30th June 2026 had been converted into equity by the issuance of 16,426,239 new Ordinary Shares to the Director.
Outlook
With a strengthened financial position, strategic partnerships established, and substantial progress on key project enhancements, ZIOC is entering its most exciting phase toward the Final Investment Decision. We remain confident in the significant inherent value of the Zanaga Project and our strategic direction towards construction readiness.
Our investigations into opportunities to unlock existing infrastructure solutions and options to reduce the project's capital and operating costs have been a key focus for the team, along with efforts to find a strategic partner to develop the project. Following the investment from RAM, we have secured a strategic partner and look to further develop that partnership. We hope to provide an update on these initiatives in due course.
Clifford Elphick
Non-Executive Chairman
Business Review
The Zanaga Project remains a unique, large-scale, tier-one asset with the flexibility to be developed in stages - minimising upfront capital expenditure and enabling self-financing to the 30 Mtpa production scale.
The Project team has dedicated significant effort to securing updated development costs for the flagship 30Mtpa project and is pleased with the results of the April 2026 Economic Update, which brings the cost estimates for the 30Mtpa Zanaga Project in line with current market pricing. ZIOC's Chinese EPC Partner, who led the April 2026 Economic Update process, also possesses substantial technical capabilities in iron ore process plant design and engineering, as well as unique technology expertise in iron ore processing.
The FEED work programme includes a number of other value-adding opportunities which the Group continue to vigorously investigate.
Project Development Strategy
Overview of project value enhancement workstreams
Throughout 2025, alongside other Project development activities, the Group completed a number of workstreams intended to improve construction, operations, strategic optionality and overall economics for the Zanaga Project.
Detailed design and costing assessments were completed with industry experts across the following workstreams:
1) Product quality enhancements - Direct Reduced Iron test work
2) Pellet plant feasibility study
3) Single 30Mtpa capacity pipeline feasibility study
4) Thickened and dry tailings facility study
The completion of these workstreams has not only improved the economic potential of the Zanaga Project but has also established a robust engineering and design foundation as the Group progresses the Project.
1) Product Quality Enhancements - DRI test work (previously announced)
During Q2 2025, the Group commissioned and completed a metallurgical laboratory test work programme to determine the Zanaga Project's ability to produce DRI-grade pellet feed concentrate across its full planned 30Mtpa production scale, including both Stage One (12Mtpa) and Stage Two (18Mtpa expansion).
Samples of the Zanaga Project resource were assembled from both hematite and magnetite zones, which are required for the Stage One and Stage Two phases of the Zanaga Project, respectively.
The primary test work, conducted in China, included laboratory analyses, and magnetic separation and flotation, and a separate independent confirmatory test work programme was completed in the United Kingdom. The 2014 Feasibility Study flowsheet was adjusted to optimise process steps and replace certain equipment.
Outcomes
o The test work confirmed the potential to produce DRI-grade pellet feed products from the Zanaga Project, as summarised below:
Product
%Fe
%SiO2
%Al2O3
%P
Hematite concentrate
68.5
1.05
0.47
0.034
Magnetite concentrate
69.1
1.96
0.40
0.028
o Following updates to the Project flowsheet and expert consultation, ZIOC received indicative quotes for capital and operating costs to support engineering and financial modelling. These costs were confirmed and incorporated in the April 2026 Economic Update.
o Confirmation of DRI-grade pellet feed has increased the Project's revenue potential to US$11,325 million over the life of the mine.
2) Pellet Plant Feasibility Study
The Electric Arc Furnace ("EAF") share of global steel production is expected to increase from approximately 30% in 2025 to 50% by 2050 (equivalent to approximately 866Mtpa of additional output[8]). This shift in steel production towards EAF, driven by lower operating costs, greater efficiency, reduced emissions and global net-zero commitments, is expected to increase demand for DRI pellets for EAF-based steelmaking.
Following completion of laboratory-scale DRI testing and development of a revised flowsheet at concept level, the Group evaluated the potential addition of pelletising plants, including traditional induration (hot pelletising) and newer cold-pressing technologies.
Iron ore pellets are generally preferred over fines due to their physical and chemical properties, which can improve efficiency, productivity and environmental performance in steelmaking. These attributes support a premium for pellets. Accordingly, adding pelletising to the Zanaga value chain (mine → process → pipeline → filtering → pelletising) could potentially increase revenues by approximately US$38-48 per tonne[9], while also reducing environmental, handling and shipping risks.
A leading industry expert was appointed to leverage their direct experience in the pellet industry and complete this feasibility study, which assessed:
o A 2.5Mtpa pellet plant located in the Republic of Congo.
o Flowsheets and major equipment for hot and cold pelletising.
o Estimated direct and indirect capital expenditure, and operating costs, for each technology.
Outcomes
o The study verified the likely costs to construct and operate both hot and cold pellet plants.
o Marketing analysis indicates that premiums for DRI pellets are materially higher than those for standard pellets.
o While the Republic of Congo would be a suitable location, current domestic market conditions are less competitive than certain other jurisdictions.
o Regions closer to steel producers and offering lower-cost long-term gas and power tariffs may present improved investment opportunities and will be evaluated further.
o Potential partnerships with iron and steel producers will also be considered, which may reduce capital requirements and support a long-term customer base.
3) Single 30Mtpa Capacity Pipeline Feasibility Study
The Zanaga Project base case development plan included two separate pipelines to transport concentrate from the mine site to the port:
o Stage One: 12Mtpa capacity pipeline
o Stage Two: additional 18Mtpa capacity pipeline
A feasibility study was commissioned in Q2 2025 to evaluate the construction of a buried 30Mtpa pipeline as part of Stage One. The study covered design, hydraulics, electrical systems, construction schedule and costs, with benchmarking against comparable international projects.
Outcomes
o A single 30Mtpa pipeline system is environmentally, technically and economically feasible. A larger diameter would reduce friction losses.
o A single 30Mtpa pipeline provides significant strategic value, avoiding the need for construction of a second magnetite pipeline, reducing permitting complexity and environmental and community impacts.
o The single pipeline approach also removes brownfield expansion complexity (mechanical/electrical tie-ins), simplifying operations to a single instrumentation and asset management solution.
o Under the 2014 Feasibility Study (and re-costed in the 2024 Feasibility Study update), Stage One pipeline capex was estimated at US$637 million and Stage Two pipeline capex at US$706 million, totalling US$1,343 million across both stages.
o Following completion of the single 30Mtpa pipeline feasibility study, total upfront pipeline capex is estimated at US$986 million, implying an increase in Stage One capex of US$349 million, but a reduction in total capex of US$357 million compared to the two-stage approach.
o In addition, a single 30Mtpa pipeline would allow removal of the booster station and its associated fuel consumption, supporting a potential reduction in total operating costs of US$950 million over the life of mine.
o While the incremental NPV impact is expected to be limited (as higher Stage One cash investment offsets the time value of Stage Two savings), the Group considers the strategic value of a single pipeline configuration to be significantly positive, the Group will continue to investigate this option prior to a construction decision.
4) Thickened and Dry Tailings Study
Prior to 2025, a large wet tailings storage facility ("TSF") was planned for the Zanaga Project. Thickened or filtered tailings can reduce moisture content, lower long-term costs, enable a smaller and easier-to-operate TSF, and support progressive rehabilitation.
A study was initiated in Q2 2025 to revise the 2014 Feasibility Study TSF design to align with international best practice, including the Global Industry Standard on Tailings Management ("GISTM") and the Australian National Committee on Large Dams ("ANCOLD"). The study examined tailings discharge options, construction and operational plans, financial factors and synergies between mine infrastructure assets.
Outcomes
o Thickened tailings technologies offer more stable and efficient alternatives to conventional wet tailings by reducing water content before deposition, improving geotechnical performance, reducing environmental risks and increasing water recovery.
o Thickened and dry tailings facilities compliant with GISTM and other global standards have the potential to reduce cash expenditure by US$1,280 million over the life of the asset, comprising:
a) a minor increase in capital expenditure of US$5 million.
b) a reduction in total cash cost of US$1,285 million, comprising:
i) a decrease in sustaining capital expenditure of US$1,505 million; and
ii) an increase in operating costs of US$219 million.
Glencore exit and entry of a new investor group
In March 2025, ZIOC completed the 2025 Fundraise, raising gross proceeds of US$23.01m from a group of investors with significant experience in the mining industry, project and infrastructure development, and strong relationships in the Republic of the Congo. Key investors included:
· Greymont Bay with investors and advisors including Mark Cutifani, Tony Trahar, Tony O'Neill, Phil Mitchell, and Heeney Capital Resource Partners.
· Gagan Gupta, Founder and CEO of Arise
· Sir Mick Davis, a highly successful mining executive credited with listing, leading and building Xstrata into one of the largest diversified mining companies globally prior to its acquisition by Glencore in 2013
Use of the Proceeds from the 2025 Fundraising
· US$15 million of the gross proceeds used to repurchase, and subsequently cancel, Glencore's entire 43% equity shareholding in ZIOC, resulting in the termination of Glencore's Offtake Agreement and Relationship Agreement with the Group.
· The balance gross proceeds of US$8.01 million provided the Group with more than 12 months of corporate and project-level working capital expenditure. This enabled the advancement of a strategy to further enhance the Zanaga Project's robust economics.
As a condition of Greymont Bay's cornerstone subscription, an offtake agreement with Gulf Iron & Steel ("GIS") was entered into, providing marketing rights over 20% of the iron ore products from the Zanaga Project. GIS is a consortium of strategic industry entities seeking to develop integrated steel facilities supplied by high-grade pellet feed iron ore to the Americas and the Middle East.
This transaction, involving the repurchase and subsequent cancellation of Glencore's entire 43% equity shareholding in ZIOC and the termination of Glencore's Offtake Agreement and Relationship Agreement, was a related-party transaction for the purposes of the AIM Rules.
Strategic Investment in Zanaga Project
Principal terms of the envisaged Transaction (as set out in the Binding Term Sheet)
· Parties
o Zanaga Iron Ore Company Limited
o Jumelles BVI Limited, a wholly owned subsidiary of ZIOC
o Red Arc Minerals Inc, a private investment company incorporated in the United States of America
· Tranche One - subscription for up to 20% of Jumelles for up to US$25 million to fund the Zanaga Project to FID
Subject to satisfaction of the relevant conditions (including due diligence, definitive documentation and shareholder approval), RAM has proposed to subscribe, in a series of primary issuances, for newly issued common shares in Jumelles (the "Jumelles Common Shares") representing in aggregate 20% of the outstanding Jumelles Common Shares for total cash consideration of US$25 million ("Tranche One").
Tranche One is proposed to be funded in five sub-tranches of US$5 million each, with each sub-tranche representing 4% of the outstanding Jumelles Common Shares. The first sub-tranche is expected to close as soon as reasonably practicable following completion of long-form transaction agreements, final due diligence, and the securing of ZIOC shareholder approval. Subsequent sub-tranches are expected to be completed over the following 18 months in accordance with the definitive documentation, with sub-tranches 1A, 1B and 1C being binding on RAM, sub-tranches 1D and 1E will be at RAM's option, and RAM having the right to accelerate the timing of subsequent sub-tranches.
· Tranche Two - RAM option to purchase a further 67.5% interest in the Zanaga Project from ZIOC for US$125 million
At RAM's election, RAM has the right, within 18 months following completion of the final Tranche One sub-tranche, to purchase, from ZIOC, additional Jumelles Common Shares for US$125 million in cash (Tranche Two), resulting in RAM holding an aggregate 87.5% fully diluted ownership of Jumelles.
· Exchange of shares
If on or after 30 June 2027, the conditions for each Tranche One sub-tranche closing have been satisfied, the Group, including Jumelles are not in breach of the agreement, and RAM does not complete each Tranche One and Tranche Two closings, the Group has the right to require RAM to exchange its Jumelles shares for Company shares at 15.0 pence per ZIOC share for the amount invested by RAM. RAM also has that right to require exchange of its shares in Jumelles for shares in the Company at that price after the expiry of three years from the date of the definitive documents, if the Group was entitled to but has not required RAM to exchange the Jumelles Shares. The Board has agreed not to invoke the Takeover Provisions in Article 33 of the Company's Articles of Association in respect of such conversion.
· Royalty (to ZIOC only)
Upon completion of any Tranche Two closing, ZIOC would be granted a 1.0% NSR royalty on net sales revenues from iron ore concentrate sales from the Zanaga Project by the relevant project-owning entity (the "Royalty").
Royalty payments (once payable) are proposed to be made semi-annually on 31 March and 30 September.
Jumelles would have the right to reduce the Royalty to 0.50% NSR upon payment to ZIOC of US$50 million in cash.
· Joint venture agreement and governance
The parties intend to enter definitive long-form documentation, including a joint venture agreement (the "JVA"), expected to govern, among other matters:
o The terms of the joint venture and control/management of the Zanaga Project
o Funding and work programmes
o The composition of the Board of Jumelles and reserved matters
o The annual budgeting process and approval framework
o Information and reporting required for ZIOC's public disclosures
· Jumelles Board representation (indicative)
o Following the initial closing: four directors (RAM nominated: two; ZIOC nominated: two)
o Following RAM reaching 50.1% or more ownership (the "Governance Flip"): RAM may designate three directors and ZIOC one director (with ZIOC's director designation rights ceasing if ZIOC's ownership falls below 5%)
· Liquidity and project financing provisions (indicative)
Subject to the definitive documentation and relevant regulatory approvals, and following completion of Tranche One and Tranche Two, RAM would have certain rights to pursue a sale of Jumelles (subject to an equity valuation threshold) or to progress a financing constituting a final investment decision in respect of the Zanaga Project, with ZIOC and other equity holders required to participate on the terms set out in the definitive documentation.
· ZIOC equity issuance
From the closing of the first tranche until the expiry of the Tranche Two Option, RAM will be provided with a right to participate in any ZIOC equity raise, up to the minimum of the Heeney Capital or Red Arc Minerals related Concert Party holding, or 30% (less any shares taken up by a member of the Heeney Capital or the Red Arc Minerals related concert party).
· Conditions and other provisions
Completion of the Transaction will be subject to customary conditions for a transaction of this type, including confirmatory due diligence, approval by the Group's Board, shareholder approval, execution of definitive documentation and receipt of any required regulatory approvals.
· Exclusivity and Break Fee and Alternative Transaction Fee
The Binding Term Sheet includes exclusivity provisions through 30 June 2026 (subject to renewal mechanics for up to three 30-day extensions if RAM continues to pursue the transaction).
ZIOC has agreed to pay RAM a Break Fee of US$1,500,000 if it or its connected parties breach the exclusivity provisions in the Binding Term Sheet, or if it does not proceed to definitive documentation on terms that, in the aggregate, are no more onerous than those set out in the Binding Term Sheet. This fee will not be payable where definitive documents are executed, but the ZIOC shareholders do not approve the transaction.
In addition, where Break Fee has become payable or if an alternative transaction is announced prior to the meeting at which the approval of ZIOC shareholders is sought and the ZIOC shareholders do not approve the transaction and, definitive documents for an alternative transaction are executed within twelve months following the end of the exclusivity period (including any extensions thereof), then a further alternative transaction fee will be payable to RAM equal to 10% of the consideration under the alternative transaction.
· Timetable and next steps
It was announced on 14 May 2026 that the transaction documentation is expected to be finalised during July 2026.
A shareholder circular containing further details of the Transaction, together with a notice convening the EGM, will be published in due course.
Corporate initiatives update
The Group outlined its strategic objectives, including its intention to secure MoUs with several potential partners to advance the Zanaga Iron Ore Project. An update on the Power MoU workstream is provided below:
§ Power MoU: signed with CEC SA to assess the technical, economic, and legal aspects required for power generation and distribution for the Zanaga Project's needs for its Stage One operations. CEC is a private power producer based in the Republic of Congo, owned by the Government of the Republic of Congo (80%) and Eni Congo (20%). With an installed capacity of 484 MW from its assets located in Côte Matève and Pointe-Noire, CEC currently supplies more than 70% of the country's electricity demand, benefitting from the vast gas resources developed by Eni Congo. Furthermore, CEC is uniquely positioned in the country to support the Zanaga Project to source its power requirement from hydroelectric and solar options.
§ Following the completion of the acquisition of Glencore's shareholding in ZIOC in March 2025, a number of potential strategic partners have approached ZIOC with an interest in participating in the development of the Zanaga Project. Discussions continue, and the Group will provide further updates in due course.
2026 Equity Raise detail
As reported in the Chairman's statement, the Group initially sought to raise US$5.6 million; however, due to strong institutional investor demand, the Group agreed with the Joint Bookrunners to increase the size of the equity raise.
Additional proceeds from the issue will be used to provide additional working capital headroom and further accelerate various workstreams related to the Zanaga Project.
· Background to the Capital Raising and Use of Proceeds
The Group is the owner of the Zanaga Iron Ore Project, a large‑scale iron ore asset located in the Republic of Congo, for which a mining licence has been granted, and extensive technical work has been completed.
The Group has continued to maintain the Project in good standing while advancing workstreams to de-risk future development pathways and enhance the Project's attractiveness to potential strategic partners. Key milestones recently include the successful confirmation of Direct Reduced Iron product quality, the confirmation of premium-grade DRI pellet feed concentrate production, the single 30 Mtpa pipeline feasibility study, the costing and feasibility of thickened and dry tailings facilities, and the DRI hematite process plant re-costing study. The Project is now expected to deliver a combined Stage 1 and Stage 2 post-tax NPV of approximately US$4.9 billion at an Internal Rate of Return of approximately 24.3%.
The key next step in this process is the progression of a bulk sampling programme designed to generate representative material for further metallurgical testing and product specification work. ZIOC intends to commence bulk sampling activities by 30 June 2026. To meet this commitment, the Group's cash position requires strengthening to enable, at a minimum, the completion of the bulk sampling programme. The bulk sample activity has a budget of approximately US$1.6 million and requires the mobilisation of contractors and the procurement of fuel and associated services, with funding planned to be disbursed in May 2026 to enable objectives of on‑site activities during June 2026.
The directors believe that progressing bulk sampling is a critical, value-accretive step in the staged advancement of the Project and that the proposed fundraise is necessary to meet existing plans, preserve asset value, and maintain strategic momentum.
· Work Programme to Final Investment Decision
The Group continues to maintain a clear roadmap from February 2026 through to H2 2027 to achieve the FID milestone for the Project.
· Red Arc Minerals Strategic Investment Summary, Update and Related Party Transaction
As announced on 10 February 2026, ZIOC and its wholly owned subsidiary, Jumelles have signed the Binding Term Sheet for a proposed strategic investment by RAM in the Group's Zanaga Iron Ore Project.
The Board is pleased with the continued progress of the proposed strategic investment by RAM announced on 10 February 2026, with a number of key conditions now satisfied or well advanced. Based on the current timetable and subject to the satisfaction or, where applicable, waiver of the remaining conditions, the Group and RAM continue to work towards finalisation of binding transaction agreements and completion of technical due diligence.
Once the binding transaction agreements are entered into, completion will be conditional upon shareholder approval and any required regulatory approvals. A shareholder circular containing further details of the transaction, together with a notice convening the EGM, will be published in due course following the execution of the definitive documents.
The directors remain confident in the strategic rationale of the transaction and the value it is expected to deliver for shareholders. Further updates will be provided as appropriate.
RAM has agreed and signed a letter with the Group that it will refund ZIOC any expenses incurred in connection with the bulk sampling programme and Zanaga Project in-country overheads from 1 July 2026 up to a maximum of US$2.00 million (the "Side Letter"). There can be no certainty that the Transaction with RAM will be completed.
RAM is controlled by Heeney Capital and Sir Mick Davis, who are related parties of ZIOC for the purposes of the AIM Rules by virtue of being associates of a Substantial Shareholder of ZIOC. Heeney Capital controls and makes all investment decisions for Greymont Bay I LLC and Regatta HCRP I LP, which, in aggregate, own 25.26% of ZIOC's issued share capital. Therefore, RAM is a related party of ZIOC for the purposes of the AIM Rules.
The entry into the Side Letter with RAM is a related party transaction for the purposes of the AIM Rules for Companies. The Group's independent directors, being all of the directors with the exception of Philip Mitchell, who is a representative of Greymont Bay, following due and careful consideration and in consultation with the ZIOC's Nominated Adviser, Panmure Liberum Limited, consider the terms of the Side Letter to be fair and reasonable insofar as all shareholders of the Group are concerned.
Subscription Agreement with Shard Merchant Capital Ltd
The Group entered a new 2024 ESA with SMC on 1 July 2024.
An overview of the two ESAs that were active during 2024 is provided below:
· 2024 ESA: Under the Subscription Agreement, ZIOC can issue, and SMC will then subscribe for up to 36 million ordinary shares of no-par value in ZIOC ("Subscription Shares") in three tranches of 12 million shares each (the First tranche was issued immediately on 1 July 2024).
· 2025: For the first tranche, at the beginning of 2025, there were 3,699,046 shares outstanding. During 2025, 400,000 shares from the 2024 ESA were sold, leaving 3,299,046 at the end of 2025, with an average price of 8.38p, equating to £276,460.
SMC Block Sale completed during April 2026, raising gross proceeds of £172k for working capital purposes.
· The equity subscription agreements ("Shard ESAs") are for the remaining 24.1 million ordinary shares in up to three tranches, with 99,038 shares still remaining from tranche 1, and 2 x 12 million ordinary shares available in the 2024 ESA for the remaining tranches.
· Following the 2026 Equity Raise, the Group has suspended the issuance of new Ordinary Shares to SMC until further notice.
Next Steps
For 2026, the Project Team set out to focus on engaging with our selected partner to complete the FEED for the Stage One of the Zanaga Project, while working toward completing the investment by RAM, and continuing to support the initiative to secure strategic partners interested in the development of the Project.
Financial Review
Results from operations
The financial statements contain the results for the Group's sixteenth full year of operations following its incorporation on 19 November 2009. The Group made a total comprehensive loss in the year of US$7.2m (2024: total comprehensive loss US$2.3m). The total comprehensive income for the year comprised:
2025
US$0002024
US$000General expenses
(7,148)
(2,311)
Interest received
39
-
Net foreign exchange gain / (loss)
50
17
Profit / (Loss) before tax
(7,059)
(2,294)
Other comprehensive income (OCI)
(161)
-
Total comprehensive income / (loss)
(7,220)
(2,294)
General expenses of US$7.3m (2024: US$2.3m) consists of Administration expenditure in Congo of US$2.1m (2024: US$1.2m), director fees US$0.2m (2024: US$ Nil), Investor Relations including funding arrangement fees US$2.4m (2024: US$ Nil), technical fees US$1.3m (2024: US$0.5m), and US$1.1m (2024: US$0.7m) of other general operating expenses.
Financial Position
ZIOC's Net Asset Value ("NAV") of US$86.5m (2024: US$85.5m) comprises of US$85.3m of exploration and evaluation assets, US$0.5m of PPE, US$1.3m (2024: US$0.1m) of cash balances and US$0.5m (2024: US$0.4m) of other net current liabilities.
2025
2024
US$000
US$000
Exploration and evaluation assets
85,300
85,300
PPE
477
555
Cash
1,276
110
Remaining current liabilities
(539)
(423)
Net assets
86,514
85,542
Subscription Agreement concluded with Shard Merchant Capital Ltd
The funding enabled ZIOC to fully repay its remaining US$744,000 loan to Glencore on 10 July 2024, leaving the Group debt-free from that date onward.
At the start of 2025, 3.7 million shares from the first tranche remained outstanding. During 2025, SMC sold 400,000 of these shares, leaving 3.3 million shares outstanding at year-end. Based on an average share price of 8.38p, the remaining shares were valued at approximately £276,000 (around US$371,000). The 400,000 shares sold during 2025 raised about £38,000 (around US$51,000).
Under the ESA, SMC was required to use reasonable efforts to place the subscribed shares and remit 95% of the gross sale proceeds to ZIOC.
Net Cash flow
Cash balances increased by US$1.167m during 2025 (2024: decrease of US$0.811m). Operating activities utilised US$5.4m (2024: US$1.2m). The Group raised funds of US$23.19m (2024: US$2.02m) from share issuance during the year including US$ Nil (2024: US$0.02m) from the chairman. From these funds, Glencore were repaid US$15.00m with respect to the buy-back arrangement with detail of these transactions set out in the notes to the Financial Statements.
Fundraising activities
The fundraising activities carried out in 2025, totalling US$23.19m (2024: US$Nil), were the equity raise. And from the SMC facility, US$0.01m (2024: US$2.02m) was raised.
Reserves & Resource Statement
The Zanaga Project has defined a 6.9 billion tonne Mineral Resource and a 2.1 billion tonne Ore Reserve, reported in accordance with the JORC Code (2012) unaudited by MHA, and defined from only 25km of the 47km strike length of the orebody so far identified.
Ore Reserve Statement
The Ore Reserve estimate (announced by the Group on 5 May 2021) was prepared by independent consultants, SRK Consulting (UK) Ltd ("SRK") and is based on the 30Mtpa Feasibility Study and the 6,900Mt Mineral Resource (announced by the Group on 8 May 2014).
As stipulated by the JORC Code, Proven and Probable Ore Reserves are of sufficient quality to serve as the basis for a decision on the development of the deposit. Based on the studies performed, the mine plan as reported in the 2014 FS was reassessed with respect to the updated sales revenue, operating expenditure, and capital expenditure, and was confirmed as of 31 December 2020 to be technically feasible and economically viable.
Ore Reserve Category
Tonnes (MtDry)
Fe (%)
SiO2 (%)
Al2O3 (%)
P (%)
Proved
774
37.3
35.1
4.7
0.04
Probable
1,296
31.8
44.7
2.3
0.05
Total
2,070
33.9
41.1
3.2
0.05
Notes:
Long term price assumptions are based on a CFR IODEX 65%Fe forecast of US$90tdry (USc138/dmtu) with adjustments for quality, deleterious elements, moisture and freight.
Discount Rate 10% applied on an ungeared 100% equity basis
Mining dilution ranging between 5% and 6%
Mining losses ranging between 1% and 5%
Note: The full Ore Reserve Statement is available on the Group's website (www.zanagairon.com)
Mineral Resource
Classification
Tonnes (Mt)
Fe (%)
SiO2 (%)
Al2O3 (%)
P (%)
Mn (%)
LOI (%)
Measured
2,330
33.7
43.1
3.4
0.05
0.11
1.46
Indicated
2,460
30.4
46.8
3.2
0.05
0.11
0.75
Inferred
2,100
31
46
3
0.1
0.1
0.9
Total
6,900
32
45
3
0.05
0.11
1.05
Reported at a 0% Fe cut-off grade within an optimised Whittle shell representing a metal price of 130 USc/dmtu. Mineral Resources are inclusive of Reserves. A revised Mineral Resource, prepared in accordance with the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the JORC Code, 2012 Edition) was announced on 8 May 2014 and is available on the Group's website (www.zanagairon.com).
Note: The figures shown are rounded; they may not sum to the subtotals shown due to the rounding used.
The Mineral Resource was estimated as a block model within constraining wireframes based upon logged geological boundaries. Tonnages and grades have been rounded to reflect appropriate confidence levels and for this reason may not sum to totals stated.
Geological Summary
The Zanaga iron ore deposit is located within a North-South oriented (metamorphic) Precambrian greenstone belt in the eastern part of the Chaillu Massif in Southwestern Congo. From airborne geophysical survey work, and morphologically, the mineralised trend constitutes a complex elongation in the North-South direction, of about 47 km length and 0.5 to 3 km width.
The ferruginous beds are part of a metamorphosed, volcano-sedimentary Itabirite/banded iron formation ("BIF") and are inter-bedded with amphibolites and mafic schists. It exhibits faulted and sheared contacts with the crystalline basement. As a result of prolonged tropical weathering the BIF has developed a distinctive supergene iron enrichment profile.
At surface there is sometimes present a high-grade ore (+60% Fe), classified as canga, of apparently limited thickness (<5m) capping a discontinuous, soft, high grade, iron supergene zone of structure-less hematite/goethite of limited thickness (<7m). The base of the high-grade supergene iron zone grades quickly at depth into a relatively thick, leached, well-weathered to moderately weathered friable hematite Itabirite with an average thickness of approximately 25 metres and grading 45-55% Fe.
The base of the friable Itabirite zone appears to correlate with the moderately weathered/weakly weathered BIF boundary, and fresh BIF comprises bands of chert and magnetite/grunerite layers.
Competent Persons
The statement in this announcement relating to Ore Reserves is based on information compiled by Dr Iestyn Humphreys, FIMM, AIME, PhD who is a Corporate Consultant, and Practice Leader with SRK. He has sufficient experience 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 as defined in the JORC Code (2012). The Competent Person, Dr Iestyn Humphreys, confirms that the Ore Reserve Estimate is accurately reproduced in this announcement and has given his consent to the inclusion in the report of the matters based on his information in the form and context within which it appears.
The information in this announcement 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.
Definition of JORC Code
The Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (2012) as published by the Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Minerals Council of Australia.
Principal Risks & Uncertainties
The principal business of ZIOC currently comprises managing ZIOC's interest in the Zanaga Project, including the Jumelles group, and monitoring the development of the Project and engaging in discussions with potential investors. The principal risks facing ZIOC are set out below. Risk assessment and evaluation is an essential part of the Group's planning and an important aspect of the Group's internal control system. Overall, these potential risks have remained broadly constant over the past year.
Risks relating to iron ore prices, markets and products
The ability to raise finance for the Project largely depends on movements in iron ore prices. Iron ore prices have historically been volatile and are primarily affected by demand for and prices of steel and the level of iron ore supply. Such prices are also affected by numerous other factors beyond the Group's control, including the relative exchange rate of the U.S. dollar against other major currencies, global and regional demand, political and economic conditions, production levels and costs, and transportation costs in major iron ore-producing regions.
While it appears that there has been some degree of stabilisation in global iron ore prices, the duration of this stabilisation remains uncertain. The level of iron ore prices in the global market remains uncertain. Although the 2014 FS identifies the product from the Project and the potential demand for such product within a range of iron ore prices, 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 or to enable finance for the development of the Project to be raised. Furthermore, the range of iron ore prices in the 2014 FS will need to be reviewed to reflect changed market conditions and expectations regarding iron ore supply and demand. Such risk is reviewed constantly, and any relevant changes are considered.
Risks relating to financing the Zanaga Project
Any decision of the Group to proceed with the construction of the mine and related infrastructure (or any variant such as a low capital cost, small-scale start-up EPP Project) is itself dependent upon the ability of the Group to raise the necessary debt and equity to finance such construction and the initial operation of the mine (or any variant such as a low-cost small-scale start-up). The Group may be unable to obtain debt and/or equity financing in the required amounts, in a timely manner, on favourable terms, or at all, and, should this occur, it is highly likely to pose challenges to the proposed development of the Zanaga Project and the proposed timeline for its development. Moreover, the current poor global equity and credit environment may pose additional challenges to the Group's ability to secure equity or debt finance, or to do so on acceptable terms, including with respect to interest rates. Current volatile global market conditions and increasing political and geopolitical tensions could also adversely impact the ability to finance the Zanaga Project. Such risk is reviewed constantly, and any relevant changes are considered.
Risks relating to financing of the Group
The Group will not generate any material income until an operating stage of the Project has been constructed and mining and export of the iron ore has successfully commenced at commercial volumes. In the meantime, the Group will continue to expend its cash reserves. Should the Group seek to raise additional finance, it may be unable to obtain debt and/or equity financing in the amounts required, in a timely manner, on favourable terms or at all.
If construction of the mine and related infrastructure proceeds (including any preparatory steps associated with the construction of the mine and related infrastructure) or any small scale start-up proceeds, and the Group elects to fund its pro rata equity share of construction capital expenditure, there is no certainty as to its ability to raise the required finance or the terms on which such finance may be available.
If ZIOC raises additional funds (including for the purpose of funding the construction of the Project or any part of the Project, including any small-scale start-up) through further issuances of securities, the holders of ordinary shares could suffer significant dilution, and any new securities that the Group issues could have rights, preferences and privileges superior to those of the holders of the ordinary shares.
If the Group fails to generate or obtain sufficient financial resources to develop and operate its business, this could materially and adversely affect the Group's business, results of operations, financial condition and prospects. Current negative global market conditions and increasing political and geopolitical tensions could also adversely impact the ability to finance the Group. Such risk is reviewed constantly and any relevant changes considered.
Risk relating to Ore Reserve estimation
Ore Reserve estimates include diluting materials and allowances for losses, which may occur when the material is mined. Appropriate assessments and studies have been carried out and include consideration of and modification by realistically assumed mining, metallurgical, economic, marketing, legal, environmental, social and governmental factors. These recent assessments demonstrate at the time of reporting that extraction could reasonably be justified. Ore Reserve estimates are by their nature imprecise and depend, to a certain extent, upon statistical inferences and assumptions which may ultimately prove unreliable. Estimated mineral reserves or mineral resources may also have to be recalculated based on changes in iron ore or other commodity prices, further exploration or assessment or development activity and/or actual production experience. Such risk is reviewed constantly and any relevant changes considered.
Host country related risks
The operations of the Zanaga Project are located mainly in the Republic of the Congo (RoC). 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 can include, but are not limited to: political, military or civil unrest; fluctuations in global economic and market conditions impacting on the 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 RoC is an emerging market and, as a result, is generally subject to greater risks than in the case of more developed markets.
HIV/AIDS, malaria and other diseases are prevalent in the RoC and, accordingly, the workforce of the ZIOC group, which includes the Jumelles group, will be exposed to the health risks associated with the country. The operating and financial results of such entities could be materially adversely affected by the loss of productivity and increased costs arising from any effect of HIV/AIDS, malaria and other diseases on such workforce and the population at large.
Weather conditions in the RoC can fluctuate severely. Rainstorms, flooding and other adverse weather conditions are common and can severely disrupt transport in the region where the Jumelles group operates and other logistics on which the Jumelles group is dependent.
The host country related risks described above could be relevant both as regards day-to-day operations and the raising of debt and equity finance for the Project. The occurrence of such risks could have a material adverse effect on the business, prospects, financial condition and results of operations of the Group and/or the Jumelles group. Such risk is reviewed constantly and any relevant changes considered.
Risks relating to the Project's licences and the regulatory regime
The Project's Mining Licence was granted in August 2014, and a Mining Convention has been entered into. With effect from 20 May 2016, the Zanaga Mining Convention has been promulgated as a law of the RoC, following ratification by the Parliament of the RoC and publication in the Official Gazette.
The holder of a mining licence is required to incorporate a Congolese company to be the operating entity, and the Congolese Government is entitled to a free participatory interest in projects which are at the production phase. This participation cannot be less than 10%. Under the terms of the Mining Convention, there is a contingent statutory 10% free participatory interest in favour of the Government of the RoC as regards the mine operating company and a contingent option for the Government of the RoC to buy an additional 5% stake at market price.
The granting of required approvals, permits and consents may be withheld for lengthy periods, not given at all, or granted subject to conditions which the Jumelles group may not be able to meet or which may be costly to meet. As a result, the Jumelles group may incur additional costs, losses or lose revenue and its business, result of operations, financial condition and/or growth prospects may be materially adversely affected. Failure to obtain, renew, enforce or comply with one or more required approvals, permits and consents could have a material adverse effect on the business, prospects, financial condition and results of operations of the Group. Mitigation of such risks is in part dependent upon the terms of the Mining Convention and compliance with its terms. Such risk is reviewed constantly and any relevant changes considered.
Transportation and other infrastructure
The successful development of the Project (including any low-cost small-scale start-up) depends on the existence of adequate infrastructure and the terms on which the Project can own, use or access such infrastructure. The region in which the Project is located is sparsely populated and difficult to access. Central to the Zanaga 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 access an export facility at Pointe-Indienne, which is still to be constructed, or some other exit port in the case of a low-cost small-scale start-up.
Following the publication of the 2024 FS Update, confirmation and support was received from RoC that the Group may partner directly with other logistics and power Companies to solve the port and power infrastructure challenges.
The MOU now in place with Arise allows for the advance of engineering, design and operating agreement processes to commence, the schedule of which is aligned with the Group's Project schedule.
Failure to construct the proposed pipeline and/or facilities at the proposed new port and/or other needed infrastructure or a failure to obtain access to and use of the proposed new port and/or other needed infrastructure or a failure to do this in an economically viable manner or in the required timescale could have a material adverse effect on the Project.
In the case of a low-cost small scale start-up, failure to put in place the necessary logistical requirements (including trucking, rail transportation and port facilities) and/or other needed infrastructure or a failure to obtain access to and use of the proposed logistical requirements or a failure to do this in an economically viable manner or in the required timescale could have a material adverse effect on the Project.
Similarly with the development of an export facility, the Group has agreed an MOU with Centrale Electrique du Congo ("CEC") in Pointe-Noire, to explore and define power solutions and tariff profiles for both Stage One and Stage Two between existing gas-fired generation and in partnership with other, hydroelectric and solar hybrid systems.
Likewise, with Arise for the export facility, CEC's schedule is aligned with the Group's Project schedule.
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 can be produced and transported to any proposed exit port and will impact on the economic viability of the Project.
Reliable and adequate infrastructure (including an outlet port, roads, bridges, power sources and water supplies) are important determinants which affect capital and operating costs and the ability of the Jumelles group to develop the Project, including any low-cost small-scale start-up. Failure or delay in putting in place or accessing infrastructure needed for the development of the Zanaga Project could have a material adverse effect on the business, prospects, financial condition and results of operations of the Group and/or the Jumelles group. Such risk is reviewed constantly and any relevant changes considered.
Risks associated with access to land
Pursuant to the laws of the RoC, mineral deposits are the property of the government with the ability to purchase surface rights. Generally speaking, the RoC has not had a history of native land claims being made against the state's title to land. There is no guarantee, however, that such claims will not occur in the future and, if made, such claims could have a deleterious effect on the progress of development of the Project and future production.
The Mining Convention envisages that the RoC will carry out a process to expropriate the land required by the Zanaga Project and place such land at the disposal of the holder of the Mining Licence in order to build the mine and the infrastructure, including the pipeline, required for the realisation of the Zanaga Project. This means that the rights of the Jumelles company which holds the Mining Licence to the relevant land will be subject to negotiation between the Congolese government and such company. Alternatively, if the land is not declared DUP (i.e. is expropriated by the State under its sovereign powers) then the Jumelles group will have to reach agreement with the local land owners which may be a more time consuming and costly process. Such risk is reviewed constantly and any relevant changes considered.
Risks relating to timing
Any delays in (i) obtaining rights over and access to land and infrastructure; (ii) obtaining the necessary permits and authorisations; (iii) the construction or commissioning of the mine, the pipeline or facilities at or offshore an exit port or power transmission lines or other infrastructure; or (iv) negotiating the terms of access to the exit port and supply of power and other infrastructure (including an offshore loading facility); or (v) raising finance to fund the development of the mine and associated infrastructure, could prevent altogether or impede the development of the Zanaga Project, including the ability of the Zanaga Project to export its future iron ore products whether on the anticipated timelines or at projected volumes and costs or otherwise. Such delays or a failure to complete the proposed infrastructure or the terms of access to infrastructure or to do this in an economically viable manner, could have a material adverse effect on the business, results of operations, financial condition and prospects of the Group. Such risk is reviewed constantly and any relevant changes considered.
Environmental risks
The operations and activities of the Zanaga Project are subject to potential risks and liabilities associated with the pollution of the environment and the disposal of waste products that may occur as a result of its mineral exploration, development and production, including damage to preservation areas, over-exploitation and accidental spills and leakages. Such potential liabilities include not only the obligation to remediate environmental damage and indemnify affected third parties, but also the imposition of court judgments, administrative penalties and criminal sanctions against the relevant entity and its employees and executive officers. Awareness of the need to comply with and enforcement of environmental laws and regulations continues to increase. Notwithstanding precautions taken by entities involved in the development of the Project, breaches of applicable environmental laws and regulations (whether inadvertent or not) or environmental pollution could materially and adversely affect the financial condition, business, prospects and results of operations of the Group. Such risk is reviewed constantly and any relevant changes considered.
Health and safety risks
The Jumelles part of the ZIOC group is required to comply with a range of health and safety laws and regulations in connection with its business activities (including laws and regulations relating to the COVID-19 pandemic) and will be required to comply with further laws and regulations if and when construction of the Project commences and the mine goes into operation. A violation of health and safety laws relating to the Jumelles group and/or the Project's operations, or a failure to comply with the instructions of the relevant health and safety authorities, could lead to, amongst other things, a temporary shutdown of all or a portion of the business activity of the Jumelles group and/or the Project's operations or the imposition of costly compliance measures. Where health and safety authorities and/or the RoC government require the business activity of the Jumelles group and/or the Project to shut down or reduce all or a portion of its activities of operations or to implement costly compliance measures, whether pursuant to applicable health and safety laws and regulations, or the more stringent enforcement of such laws and regulations, such measures could have a material adverse effect on the financial condition, business, prospects, reputation and results of operations of the Group. Such risk is reviewed constantly and any relevant changes considered.
Risks relating to third party claims
Due to the nature of the operations to be undertaken in respect of the development of the Zanaga Project, there is a risk that substantial damage to property or injury to persons could be sustained during such development. Any such damage or injury could have a material adverse effect on the financial condition, business, prospects, reputation and results of operations of the Group. Such risk is reviewed constantly and any relevant changes considered.
Risks relating to outsourcing
The 2014 FS envisages that certain aspects of the Zanaga Project will be carried out by third parties pursuant to contracts to be negotiated with such third parties. Any low-cost small-scale start-up is also likely to involve the undertaking of various key elements of the Project by third parties. There is a risk that agreement might not be reached with such third parties or that the terms of any such agreement are more stringent than currently anticipated; this could adversely impact upon the Project and/or the proposed timescale for carrying out the Project. Such risk is reviewed constantly and any relevant changes considered.
Fluctuation in economic factors
In terms of currency exchange rates, the Jumelles group's functional and reporting currency is the U.S. dollar, and most of its in-country costs are and will be denominated in CFA francs and Euros. Consequently, the Jumelles group must translate the CFA franc and Euro denominated assets and liabilities into U.S. dollars. To do so, non-U.S. dollar denominated monetary assets and liabilities are translated into U.S. dollars using the closing exchange rate at the reporting period end date. Consequently, increases or decreases in the value of the U.S. dollar versus the Euro (and consequently the CFA franc) and other foreign currencies may affect the Jumelles group's financial results, including its assets and liabilities in the Jumelles group's balance sheets. These factors will affect the financial results of the Group. In addition, ZIOC holds the majority of its funds in Pounds Sterling, and incurs the majority of its corporate costs in Pounds Sterling, but its contributions to funding the Jumelles group are calculated in U.S. dollars. Consequently, any fluctuation in exchange rates between Pounds Sterling versus the U.S. dollar or the Euro, could also adversely affect the financial results of the Group. Furthermore, current fluctuations in inflation, interest rates, and supply chain reliability has the potential to adversely impact the Group today, while also potentially adversely impacting the economic viability of the Zanaga Project, as well as the ability to secure finance for the development of the Zanaga Project. Such risks are reviewed constantly and any relevant changes considered.
Cash resources
The Group has limited cash resources. Although the Group has taken steps to conserve and replenish its cash resources, there is a risk that a shortage of such cash resources will adversely affect the Group. Such shortage could result in further expenditure cuts being introduced by the Group, both in its internal and its external operations. Volatile and uncertain economic global conditions in means that there can be no certainty as to when the Zanaga resource is likely to be developed. The challenging economic conditions as well as difficulties of monetising this resource given its location impact upon the ability of the Jumelles group to raise new finance for the Project as well as on the Group's ability to raise new finance for itself. The Group's existing cash resources may continue to come under increasing pressure unless a more predictable investment, and trading climate materialises in the foreseeable future which benefits the Project and the Group can take steps which result in an improvement of its financial position. Such risk is reviewed constantly and any relevant changes considered.
Financial Statements
Consolidated statement of total comprehensive income for year ended 31 December 2025
2025
2024
Note
US$000
US$000
General and administrative expenses
(7,098)
(2,283)
Operating (loss)
4
(7,098)
(2,283)
Finance Income
39
(Loss) before taxation
(7,059)
(2,283)
Taxation
5
-
-
(Loss) for the year
(7,059)
(2,283)
Other comprehensive income (OCI)
(161)
(11)
Total comprehensive (loss)
(7,220)
(2,294)
(Loss) per share
Basic (Cents)
12
(0.9)
(0.3)
Diluted (Cents)
12
(0.9)
(0.3)
Note: Other comprehensive income (OCI), Foreign currency translation loss for the year = $161k (2024: $11k)
Loss and total comprehensive loss for the year is attributable to the equity holders of the Parent Company and are from continuing operations.
The notes form an integral part of the financial statements.
Consolidated statement of financial position
as at 31 December 2025
2025
2024
Note
US$000
US$000
Non-current assets
Exploration and evaluation assets
6a
85,300
85,300
Property, plant and equipment
6a
477
555
85,777
85,855
Current assets
Other receivables
7
403
355
Cash and cash equivalents
8
1,276
110
1,679
465
Total Assets
87,456
86,320
Non-current liabilities
Lease liability
9a
61
71
Current liabilities
Trade and other payables
9b
865
687
Lease Liability
9a
16
20
Net assets
86,514
85,542
Equity attributable to equity holders of the Parent Company
Share capital
10
327,249
319,057
Accumulated losses
(240,494)
(233,435)
Foreign currency translation reserve
(241)
(80)
Total equity
86,514
85,542
The notes form an integral part of the financial statements.
These financial statements were approved by the Board of Directors and were authorised for issue on 30 June 2026 and were signed on its behalf by:
Mr Clifford Elphick
Director
Consolidated statement of changes in equity
for year ended 31 December 2025
Foreign
Note
currency
Share
Accumulated
translation
Total
Capital
deficit
reserve
Equity
US$000
US$000
US$000
US$000
Balance at 1 January 2024
317,027
(231,141)
(69)
85,817
(Loss) for the year
-
(2,294)
-
(2,294)
Other comprehensive income (OCI)
-
-
(11)
(11)
Total comprehensive (loss) for the year
-
(2,294)
(80)
(2,305)
Issue of ordinary shares
Issue of ordinary shares
2,029
-
-
2,029
Issue of ordinary shares
2,029
-
-
2,029
Balance at 31 December 2024
319,057
(233,435)
(80)
85,542
Balance at 1 January 2025
319,057
(233,435)
(80)
85,542
(Loss) for the year
-
(7,059)
-
(7,059)
Other comprehensive income (OCI)
-
-
(161)
(161)
Total comprehensive (loss) for the year
-
(7,059)
(161)
(7,220)
Issue of ordinary shares
Issue of ordinary shares
21,572
-
-
21,572
Glencore buy-back
(15,000)
-
-
(15,000)
Equity settled share-based payment
1,620
-
-
1,620
Issue of ordinary shares
8,192
-
-
8,192
Balance at 31 December 2025
327,249
(240,494)
(241)
86,514
Note: Included within the Issue of ordinary shares, a bonus and deferred fees for Martin Knauth (CEO) agreed during 2025 was settled through an exchange for subscription of 7,751,938 shares. In addition, 1,500,000 shares granted during 2024 were exercised during 2025.
Consolidated cash flow statement
for year ended 31 December 2025
2025
2024
Note
US$000
US$000
Cash flows used in operating activities
(Loss) for the year
(7,059)
(2,294)
Adjustments for:
Share based payments
1,620
-
Interest received
(39)
-
Net exchange (gain) / loss
(50)
17
Working capital changes:
- (Increase)/Decrease in other receivables
7
(48)
838
- (Decrease)/increase in trade and other payables
9b
178
284
Net cash used in operating activities
(5,398)
(1,155)
Cash flows used in investing activities
Net cash used in investing activities
-
-
Cash flows generated by financing activities
-
Glencore loan (repayment)
(15,000)
(1,685)
Proceeds from share issuance
21,572
2,029
Principal portion of lease payments
14
-
Net cash flow generated by financing activities
6,586
344
Net increase/(decrease) in cash and cash equivalents
1,188
(811)
Cash and cash equivalents at beginning of year
110
899
Effect of movements in exchange rates on cash held
(22)
22
Cash and cash equivalents at end of year
8
1,276
110
Notes to the financial statements
1 Business information and going concern basis of preparation
Background
Zanaga Iron Ore Company Ltd (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") with registered office is situated at 2nd Floor, Coastal Building, Wickham's Cay II, Road Town, P.O. Box 2221, Tortola, British Virgin Islands. On 18 November 2010, the Company's share capital was admitted to trading on the AIM Market ("AIM") of the London Stock Exchange ("Admission"). The Company's principal place of business as an investment holding vehicle is situated in Guernsey, Channel Islands.
The Company has four subsidiary companies, namely, Zanaga UK Services Ltd, Jumelles Ltd (BVI), Jumelles M Ltd (Mauritius) and Mining Project Development Congo SA (Republic of Congo).
Future funding requirements and going concern basis of preparation
The Directors have prepared the accounts on a going concern basis. As at 31 December 2025 the Group had cash reserves of US$1.3m. The Group had cash reserves of US$5.6m as of 30 June 2026.
Following completion of the 2026 Fundraise the Group is in a significantly improved financial position. Based on the current cost base at the Zanaga Project, the board of directors of ZIOC believes that the Group will be adequately positioned to support its operations going forward in the near future.
The Fundraising has removed any material uncertainty which could give rise to significant doubt over the Group's ability to continue as a going concern and, therefore, believes that Group will be able to realise its assets and discharge its liabilities in the normal course of business. The Board is satisfied the Group will have sufficient funds to meet its own working capital requirements up to, and beyond, twelve months from the approval of these accounts on 29 June 2026.
The Group continues to review the costs of its operational activities and maintains cost discipline to conserve its cash resources.
2 Material accounting policies
The material 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 United Kingdom ("UK Adopted IFRS"). UK Adopted IFRS comprise standards and interpretations approved by the International Accounting Standards Board ("IASB") and the International Financial Reporting Interpretations Committee ("IFRIC") as adopted by the United Kingdom.
These consolidated financial statements comprise the Company and its subsidiaries (together referred as the 'Group').
These financial statements were authorised and approved for issue by the Group's board of directors on 30 June 2026.
Recent updates to standards and interpretations
The following IFRSs standards and amendments were effective from 1 January 2025
· Lack of Exchangeability (Amendments to IAS 21)
The amendments listed above did not have a material impact on the amounts recognised in prior periods and are not expected to significantly affect the current or future periods.
New and revised IFRS Standards in issue but not yet effective
· Presentation and Disclosure in Financial Statements (IFRS 18)
[effective for annual reporting periods beginning on or after 1 January 2027]
· Subsidiaries without Public Accountability Disclosures (IFRS 19)
[effective for annual reporting periods beginning on or after 1 January 2027, with earlier application permitted]
· Amendments to classification and measurement requirements for financial instruments (Amendments to IFRS 9 and IFRS 7)
[effective for annual reporting periods beginning on or after 1 January 2026. Earlier application was permitted]
· Contracts referencing Nature dependent electricity (Amendments to IFRS 9 and IFRS 7)
[effective for annual reporting periods beginning on or after 1 January 2026. Earlier application was permitted]
· Amendments to Illustrative Example on IFRS 7, IFRS 18, IAS 1, IAS 8, IAS 36 and IAS 37 - Disclosure about Uncertainties in the Financial Statements
[do not have an effective date. They were issued by the IASB in November 2025 as illustrative examples only and do not amend the requirements of the IFRS Accounting Standards]
These standards, amendments or interpretations are currently under review for reporting in future years, but they are not expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions.
Measurement convention
These financial statements have been prepared on the historical cost basis.
The preparation of financial statements in conformity with UK 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 all entities over which the group has control. The group controls an entity where the group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the date that control ceases.
In case of acquisition of assets that do not qualify as a business, these are recognised as acquired when the Group obtains control over the asset, which is typically evidenced by legal ownership or the ability to direct the use and obtain the economic benefits.
Acquired assets are initially measured at their fair value, which represents the amount for which the asset could be exchanged between knowledgeable, willing parties in an arm's length transaction.
Consideration paid for the asset acquisition is allocated to the individual assets and liabilities acquired based on their respective fair values at the date of acquisition. The fair value of acquired assets is determined using appropriate valuation techniques, such as market comparisons, income-based approaches, or other relevant methods.
The initial recognition and measurement of acquired assets and liabilities occur at the date when the Group obtains control over the assets, which is typically the date of legal transfer or other events signalling control. Subsequent measurement depends on the nature of the asset and is driven by the applicable standards.
Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset.
Changes in ownership interests
An entity remeasures the previously held equity interest to fair value at the date on which it obtains control and recognises any resulting gain or loss in profit or loss or other comprehensive income, as appropriate.
Foreign currency translation
(i) Functional and presentation currency
Items included in the financial statements of each of the group's entities are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The functional currency of each entity is determined based on the currency that mainly influences sales prices, operating costs, financing activities and cash flows.
The consolidated financial statements are presented in United States Dollars ("USD"), which is the presentation currency of the Group. All financial information presented in USD has been rounded to the nearest thousand (or million, as applicable), unless otherwise stated.
(ii) Transactions and balances
Transactions in foreign currencies are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions, and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates, are generally recognised in profit or loss.
All foreign exchange gains and losses are presented in the statement of profit or loss within general and administrative expenses.
(iii) Group companies
The results and financial position of foreign operations (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
· assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet
· income and expenses for each statement of profit or loss and statement of comprehensive income are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions), and
· all resulting exchange differences are recognised in other comprehensive income.
On consolidation, exchange differences arising from the translation of any net investment in foreign entities are recognised in other comprehensive income. When a foreign operation is sold, the associated exchange differences are reclassified to profit or loss, as part of the gain or loss on sale.
Leases
Assets and liabilities arising from a lease are initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or if that rate cannot be readily determined, then at the Groups incremental borrowing rate. Lease liabilities include the net present value of the following lease payments:
· fixed payments (including in-substance fixed payments), less any lease incentives receivable
· variable lease payments that are based on an index or a rate, initially measured using the index or rate as at the commencement date
· amounts expected to be payable by the group under residual value guarantees
· the exercise price of a purchase option if the group is reasonably certain to exercise that option, and
· payments of penalties for terminating the lease, if the lease term reflects the group exercising that option.
Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability.
Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.
Right-of-use assets are measured at cost comprising the following:
· the amount of the initial measurement of lease liability
· any lease payments made at or before the commencement date less any lease incentives received
· any initial direct costs, and
· restoration costs.
Impairment of non-financial assets
Assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.
Share-based payments
Employees
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 options granted is recognised as an expense within general and administrative expenses, with a corresponding increase in equity. The total amount to be expensed is determined by reference to the fair value of the options granted:
· including any market performance conditions (e.g. the entity's share price).
· excluding the impact of any service and non-market performance vesting conditions (e.g. profitability, sales growth targets and remaining an employee of the entity over a specified period).
· including the impact of any non-vesting conditions (e.g. the requirement for employees to save or hold shares for a specific period).
The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each period, the entity revises its estimates of the number of options that are expected to vest based on the non-market vesting and service conditions. It recognises the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity.
Where awards were granted to employees of the Group's associate and similar persons, the equity-settled share-based payments were 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 awards.
Non-employees
Where the Group receives goods or services from a third party in exchange for a fixed number of its own equity instruments, the equity instruments and related goods or services are measured at the fair value of the goods or services received. These 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.
Non-derivative financial instruments
Financial assets and financial liabilities are initially recognised when the group becomes a party to the contractual provisions of the instrument in accordance with IFRS 9.
Financial assets are initially recognised at their fair value, including, in the case of instruments not recorded at fair value through profit or loss, directly attributable transaction costs. Financial assets are subsequently measured at amortised cost, at fair value through other comprehensive income (FVTOCI) or at fair value through profit or loss (FVTPL) depending upon the business model for managing the financial assets and the nature of the contractual cash flow characteristics of the instrument.
Financial liabilities, other than derivatives, are initially recognised at fair value of consideration received net of transaction costs as appropriate and subsequently carried at amortised cost.
Non-derivative financial instruments in the balance sheet comprise other receivables, cash and cash equivalents, and trade and other payables.
(i) Impairment of financial assets
A loss allowance for expected credit losses is determined for all financial assets, other than those at FVTPL, at the end of each reporting period. The expected credit loss recognised represents a probability-weighted estimate of credit losses over the expected life of the financial instrument.
The expected credit loss allowance is determined on the basis of twelve month expected credit losses and where there has been a significant increase in credit risk, lifetime expected credit losses. Financial assets are credit impaired when there is no realistic likelihood of recovery.
(ii) Derecognition of financial assets and financial liabilities
The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.
The Group derecognises financial liabilities when the Group's obligations are discharged, cancelled or have expired.
On derecognition of a financial asset/financial liability in its entirety, the difference between the carrying amount of the financial asset/financial liability and the sum of the consideration received and receivable/paid and payable is recognised in profit and loss.
Other receivables
Other receivable amounts due from related parties and trade receivables, which are recognised initially at the amount of consideration that is unconditional, unless they contain significant financing components when they are recognised at fair value. They are subsequently measured at amortised cost using the effective interest method, less loss allowance. See note 13 for a description of group's impairment policies.
Trade and other payables
Trade and other payables are initially recognised at the fair value of consideration received net of transaction costs as appropriate and subsequently measured at amortised cost.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand, demand deposits and other short-term, highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value.
For the purpose of the statement of cash flows, cash equivalents include investments with original maturities of three months or less from the date of acquisition.
Bank overdrafts that are repayable on demand and form an integral part of the Group's (or Company's) cash management arrangements are included as a component of cash and cash equivalents for the purpose of the statement of cash flows. In these circumstances, bank balances and overdrafts are presented net within cash and cash equivalents.
Restricted cash balances are excluded from cash and cash equivalents where the restrictions prevent the funds from being readily available for use by the Group (or Company).
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.
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.
Financing income and expenses
Interest income and interest payable is recognised in profit or loss as it accrues, using the effective interest method.
Borrowing costs
Borrowing costs are expensed in the period in which they are incurred unless they relate to a qualifying asset, in which these are capitalised.
Taxation
The income tax expense or credit for the period is the tax payable on the current period's taxable income, based on the applicable income tax rate for each jurisdiction, adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.
The current tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and considers whether it is probable that a taxation authority will accept an uncertain tax treatment. The group measures its tax balances either based on the most likely amount or the expected value, depending on which method provides a better prediction of the resolution of the uncertainty, and any adjustment to tax payable in respect of previous years.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss and does not give rise to equal taxable and deductible temporary differences.
Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.
Deferred tax assets are recognised only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in foreign operations where the Group is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.
Deferred tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets and liabilities and where the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.
Segmental Reporting
The Group has one operating segment, being its investment in the Project, held through Jumelles.
Earnings per share
(i) Basic earnings per share
Basic earnings per share is calculated by dividing:
• the profit attributable to owners of the Group, excluding any costs of servicing equity other than ordinary shares
• by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year and excluding treasury shares
(ii) Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account:
• the after-income tax effect of interest and other financing costs associated with dilutive potential ordinary shares, and
• the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares
Exploration and evaluation assets
Initial Recognition
Exploration and evaluation ("E&E") expenditure comprises costs incurred in connection with the exploration for and evaluation of mineral resources after the Group has obtained the legal rights to explore a specific area.
E&E assets are initially recognised at cost. Cost includes the acquisition costs of exploration rights, licence interests, geological and geophysical studies, exploratory drilling, trenching, sampling, technical feasibility assessments, environmental studies and other directly attributable expenditure incurred in identifying, evaluating and assessing the commercial viability of mineral resources.
Expenditure incurred prior to obtaining legal rights to explore an area is recognised as an expense when incurred. General and administrative costs are only included in the cost of E&E assets where they can be directly attributed to exploration and evaluation activities.
E&E assets are capitalised on a project-by-project or cash-generating unit basis and are classified as intangible or tangible exploration and evaluation assets according to the nature of the underlying expenditure.
Subsequent Measurement
Following initial recognition, E&E assets are carried at cost less any accumulated impairment losses. E&E assets are not depreciated or amortised while exploration and evaluation activities are ongoing and the technical feasibility and commercial viability of extracting a mineral resource have not yet been demonstrated. The Group capitalizes costs incurred during the exploration and evaluation phase, provided these costs meet the criteria for asset recognition.
Reclassification
When technical feasibility and commercial viability of extracting a mineral resource are demonstrable, evaluation and exploration assets are assessed for impairment, and any impairment loss is recognized before reclassification to development assets.
Impairment
Evaluation and exploration assets are reviewed for impairment indicators at each reporting date. An impairment loss is recognized if the carrying amount of the asset exceeds its recoverable amount. The recoverable amount is the higher of fair value less costs of disposal and value in use.
Indicators of impairment include:
- The right to explore the area has expired or will expire in the near future and is not expected to be renewed.
- Substantive expenditure on further exploration and evaluation is not budgeted or planned.
- Exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources, and the entity has decided to discontinue such activities in the specific area.
- Sufficient data exist to indicate that, although development in the specific area is likely to proceed, the carrying amount of the E&E asset is unlikely to be recovered in full from successful development or by sale.
Derecognition
Evaluation and exploration assets are derecognized upon disposal or when no future economic benefits are expected from their use. Any gain or loss arising from derecognition is included in the profit or loss for the period.
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses. Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate components of the item of property, plant and equipment and each component is depreciated over its estimated useful life.
Depreciation is charged to the consolidated income statement on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment. The estimated useful lives are as follows:
- Fixtures and fittings 3-10 years
- Motor vehicles 4 years
Depreciation methods, useful lives and residual values are reviewed at each balance sheet date.
3 Critical accounting judgements and key sources of estimation uncertainty
The preparation of the Group's consolidated financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of expenses, assets and liabilities, and the accompanying disclosures as at the reporting date. However, uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amounts of assets or liabilities affected in future periods.
Estimation and Judgements
In the process of applying the Group's accounting policies, management has made the following judgements, which has the most significant effect on the amounts recognised in the consolidated financial statements:
a) Estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Group based its assumptions and estimates on parameters available when the consolidated financial statements were prepared with respect to the viability of the exploration project. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Group. Such changes are reflected in the assumptions when they occur.
· Given the material risk but also upside potential, in our opinion, detailed disclosure in the Financial Statements should be made that:
o the potential of the project is material, given the results of the 2014 FS and 2024 FS Update, the material reserves, etc.
o the estimated Future Value considers the material risk at this phase, driven by the early/greenfield stage of the project, the relatively long development period of more than four years and large capital cost, and major project assumptions which might change in due course, but also country risk effects.
o the volatility of the markets, including the global uncertain geopolitical situation and country risks adds to the risks that affect the project.
o the sensitivity of the project to the weighted average cost of capital ("WACC") (and other major assumptions) could be indicated as: +/-0.5% change in the discount rate would change the value of the project by approximately -/+US$ 50-54m.
o In accordance with IAS 1, management has considered reasonably possible changes in key assumptions that could occur within the next financial year. The sensitivity analysis has been prepared using a ±0.5% movement in the discount rate, which management considers to be a reasonably possible variation in the weighted average cost of capital based on current market conditions and the observable range of inputs used in its determination. A larger movement of ±1.0% is considered to represent a more remote stress scenario rather than a reasonably possible change. Accordingly, management believes that a ±0.5% sensitivity provides users with more relevant information regarding estimation uncertainty associated with the valuation of the Group's exploration and evaluation asset.
o Commodity price assumptions materially impact the valuation of the Project, affecting either fair value less costs to sell or value in use.
· Sensitivity: A 10% decline in the price of iron ore (Zanaga's primary commodity) could materially reduce the recoverable amount of the Project.
o Changes in forecast production and capital or operating costs also affect impairment assessments.
· Sensitivity: A 10% increase in capital or operating costs could reduce the recoverable amount, while a similar decrease would have the opposite effect.
o due to the above factors, material risk and volatility of the Future Value could be expected under better/worse market or operational conditions.
b) Deferred taxes
At each balance sheet, the Group assesses whether the realisation of future tax benefits is sufficiently probable to recognise deferred tax assets. This assessment requires the use of significant judgment with respect to assessment of future taxable income. The recorded amount of total deferred tax assets could change if estimates of projected future taxable income or if changes in current tax regulations are enacted. Refer note 5 for further information on potential tax benefits for which no deferred tax asset is recognised.
4 Note to the comprehensive income statement
Operating profit/(loss) before tax is stated after charging/(crediting):
2025
2024
US$000
US$000
Share-based payments (see Note 11)
1,620
-
Foreign exchange (gain)
(77)
(17)
Foreign exchange loss
27
-
Directors' fees and other emoluments
394
-
Auditor's remuneration
145
146
Other than the Company Directors, the Group did not directly employ any staff in 2025 (2024: Nil). The Directors received remuneration for their services as Directors of the Group of $225K (2024: US$Nil).
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 Group, and capital gains are realised with respect to any shares, debt obligations or other securities of the Group, are exempt from taxation in the BVI.
The effective tax rate for the Group is Nil % (2024: Nil %).
In case of the wholly owned subsidiary, Jumelles Limited, the Avenant to the MPD Convention applied from August 2010 provides corporate income tax exemption to foreign companies providing services to MPD for the benefit of the Zanaga project during the exploration and feasibility phase of the project. In 2011 a service note from the Congolese tax authorities gave further precisions and interpretations on the tax exemptions. The Mine Operating Agreement signed in August 2014 contains a detailed tax regime and in effect at the authorisation date.
Under the Mine Operating Agreement provisions of corporate tax exemption are as follows:
Complete exemption from corporate income tax during the First Exemption Period of 5 years from the First Financial Year which is defined as the financial year of the mining code ("SEM") as:
(i) after the year, in the course of which the date of Commercial Production Stage One occurs.
(ii) in relation to which previously reported tax deficits (ordinary losses and amortisations deemed deferred) have been set off against taxable profits.
(iii) in the course of which the SEM achieves a taxable profit.
An additional period of complete exemption from corporate income tax for a period of 5 years. However, this exemption will only apply to 50% of the taxable profit and will be applicable from the First Financial Year of the Second Exemption Period which refers to the financial year of the SEM as:
(i) after the year, in the course of which the date of Commercial Production Stage 2 occurs.
(ii) in relation to which it is established that the tax deficits previously reported (ordinary losses and amortisations deemed deferred) have been previously imputed in their totality to taxable profits.
(iii) in the course of which the SEM achieves a taxable profit.
Deferred tax assets
At 31 December 2025, the Group had no recognised deferred tax assets. The primary reason for this decision is the uncertainty surrounding the timing and likelihood of generating future taxable profits. The Group is currently in the exploration and evaluation stage, and it is not yet certain when, or if, it will begin generating profits.
6 Property, Plant and Equipment
Motor
Right of
Fixtures
Exploration
Total
vehicles
use asset
and fittings
assets
US$000
US$000
US$000
US$000
US$000
Cost
Balance as at 1 January 2024
43
100
603
85,300
86,046
Additions
-
-
-
-
-
Disposals
-
-
-
-
-
Balance as at 31 December 2024
43
100
603
85,300
86,046
Depreciation
Balance at 1 January 2024
43
14
41
-
98
Charge for period
-
15
78
-
93
Balance as at 31 December 2024
43
29
119
-
191
Cost
Balance as at 1 January 2025
43
100
603
85,300
86,046
Additions
-
-
16
-
16
Disposals
-
-
(6)
-
(6)
Balance as at 31 December 2025
43
100
613
85,300
86,056
Depreciation
Balance at 1 January 2025
43
29
119
-
191
Charge for period
-
14
80
-
94
W/back charge on disposals
-
-
(6)
-
(6)
Balance as at 31 December 2025
43
43
193
-
279
Net book value
Balance as at 31 December 2025
-
57
420
85,300
85,777
Balance as at 31 December 2024
-
71
484
85,300
85,855
The Right-of-use assets consist of office space and airstrip split as per table below:
Office
Airstrip
Total
Space
US$000
US$000
US$000
Cost
Balance as at 1 January 2025
87
13
100
Additions
-
-
-
Disposals
-
-
-
Balance as at 31 December 2025
-
100
100
Depreciation
Balance at 1 January 2025
25
4
29
Charge for period
12
2
14
Balance as at 31 December 2025
37
6
43
Net book value
Balance as at 31 December 2025
50
7
57
Balance as at 31 December 2024
62
9
71
7 Other receivables
2025
2024
US$000
US$000
Receivables
403
355
403
355
8 Cash and cash equivalents
2025
2024
US$000
US$000
Cash and cash equivalents
1,276
110
1,276
110
9a Lease liability
2025
2024
US$000
US$000
Current portion
16
20
Non-current portion
61
71
77
91
Under IFRS 16.53, the Group's lease-related expenses and cash flows during the year were as follows:
· Interest expense on lease liabilities amounted to $2 thousand (2024: $2 thousand).
· Total cash outflow for leases amounted to $25 thousand (2024: $25 thousand).
9b Trade and other payables
2025
2024
US$000
US$000
Trade payables
865
687
865
687
No amounts payable are due in more than 12 months (31 December 2024: US$nil).
10 Share capital
In thousands of shares
Ordinary
Shares
Ordinary
Shares
2025
2024
In issue as at 1 January
675,793
644,989
Shares bought back and cancelled
(290,844)
-
Shares issued
447,430
30,803
In issue as at 31 December
832,380
675,793
The Group 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 Group. No dividends have been paid or declared in 2025 or in the prior year (2024: US$nil).
Share capital changes in 2025
Bought back and cancelled 290,843,718 shares for $15.0m and issued 447,430,243 ordinary share raising $23.2m.
Nature and purpose of reserves
Foreign currency translation reserve
The foreign currency translation reserve comprises of all foreign currency differences arising from translation of the financial statements of foreign operations.
11 Share-based payments
Employees
There are no new awards that have been issued during the current and previous years ended 31 December 2025 and 31 December 2024 respectively.
Non-employees
The Group entered equity-settled share-based payment arrangements with certain non-employee service providers. These arrangements are accounted for in accordance with IFRS 2 Share-based Payment.
During the year ended 31 December 2025, the Group enabled external consultants and strategic advisors to subscribe to shares in exchange for their business development, capital raising and technical advisory service fees. The arrangements were therefore settled through the issuance of ordinary shares of the Group rather than as a cash settlement.
The following non-employees were issued shares
1. Martin Knauth (CEO) bonus and deferred fees amounting to $400k agreed during 2025 were paid through an exchange for subscription of 7,751,938 shares. The Share Subscription of value $400,000 accepted by board on 28 Feb 2025, Subscription Shares issued at US$0.0516 per share (the "Subscription Price").
2. Andrew Trahar (consultant to the Group) fees of $350k agreed in 2025 paid for through an exchange for subscription of 6,782,946 shares. The Share Subscription of value $350,000 accepted by board on 28 Feb 2025, Subscription Shares issued at US$0.0516 per share (the "Subscription Price").
3. A commission of 5% equating to $670k was agreed in 2025 for Number Two Enterprises LLC, a broker, in respect of the First Tranche Subscription Shares subscribed for by Rekamado, Mawaddah Ltd, Rubylous Ltd, Greymont Bay I LLC, Regatta HCRP I LP, Number Two Enterprise LLC, and Robert Sali payable on First Admission. The Share Subscription of value $670,000 for 12,984,497 shares was accepted by the board on 28 Feb 2025, Subscription Shares were issued at US$0.0516 per share (the "Subscription Price"). A further 5% commission equating to $200k for 3,875,969 shares was agreed for the same broker in respect to the second tranche of subscription shares subscribed and was also accepted by board on 28 Feb 2025, Subscription Shares issued at US$0.0516 per share (the "Subscription Price").
The Group recognised share-based payment expense relating to non-employee arrangements as follows:
2025
$'000
a) CEO - advisory and consultancy services
400
b) Investment Relations - technical services
350
c) Broker commission fee
870
Total share-based payment expense (a + b + c)
1,620
The corresponding credit was recognised within equity. There were no share-based payments in the prior year.
Management believes that the disclosures above provide information that enables users of the financial statements to understand the nature and extent of the Group's share-based payment arrangements, how the fair value of the goods or services received and the equity instruments granted was determined, and the effect of those arrangements on the Group's profit or loss and financial position.
In August 2024, the Group issued 1,500,000 shares options to a consultant (who is also currently the CEO) as part of the agreement for providing management services. These share options were exercised in 2025.
All unvested options will also vest on the occurrence of certain events, such as a change of control of the Group, which has now occurred. Once vested all options are exercisable within seven years of the grant date of award. The options have a nominal exercise price of 0.01p (one hundredth of one penny). The number of share options are as follows:
In number of shares
Number of options
2025
Number of options
2024
Granted during the year
-
1,500,000
Exercised during the year
1,500,000
-
Outstanding at the end of the year
-
-
Exercisable at the end of the year
-
1,500,000
12 (Loss) per share
2025
2024
(Losses) US$,000
(7,220)
(2,294)
Weighted average number of shares (thousands)
Basic
Issued shares at beginning of period (a)
675,793
644,989
Shares bought back and cancelled during the year (b)
(290,844)
-
Shares issued during the year (c)
447,430
30,803
Weighted average number of shares adjustment at end of period - basic (d)
(26,188)
-
Weighted average number of shares up until 31 December 2025 = (a) + (b) + (c) + (d)
806,192
675,793
Loss per share
Basic (Cents)
(0.9)
(0.3)
Diluted (Cents)
(0.9)
(0.3)
13 Financial Risk Management and Fair value measurements
I. 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 Group's maximum exposure to credit risk was as follows:
2025
2024
US$000
US$000
Cash and cash equivalents
1,276
110
Receivables
403
355
Significant concentrations of credit risk manifest with the Group's banking counterparties with which the cash and cash equivalents are held, and accounts receivable from Jumelles.
The Group has assessed its receivables for impairment in accordance with IFRS 9. Based on this assessment, the Group concluded that there are no expected credit losses (ECL) to be recognized in respect of these receivables.
(b) Liquidity risk
Liquidity risk is the risk that the Group is unable to meet its payment obligations when due, or that it is unable, on an ongoing basis, to borrow funds in the market on an unsecured or secured basis at an acceptable price to fund actual or proposed commitments. Prudent liquidity risk management implies maintaining sufficient cash and cash equivalents and availability of adequate committed funding facilities.
The Group evaluates on a continuous basis, the amount of liquid funds that may be required for business operations, in order to secure funding needed for business activities.
The maturity profile of the Group's financial liabilities based on the contractual terms is as follows:
$'000
Less than 12 months
More than 12 months
Total
2025
Borrowings
-
-
-
Lease liabilities
16
61
77
Accounts payable
865
-
865
Total
881
61
942
2024
Borrowings
-
-
-
Lease liabilities
20
71
91
Accounts payable
687
-
687
Total
707
71
778
(c) Market risk
(i) Foreign currency risk
Foreign currency risk is the risk that changes in foreign exchange rates will affect the Group's income or value of its holdings of financial instruments, if any.
The foreign currency denominated financial assets and liabilities are not hedged, thus the changes in their value are charged or credited to profit and loss.
The Group's exposure to foreign currency risk at the end of the reporting period is as follows:
31/12/2025
31/12/2024
XAF
EURO
GBP
XAF
EURO
GBP
$ 000
$ 000
$ 000
$ 000
$ 000
$ 000
Cash and cash equivalents
151
22
418
15
-
95
Receivables
11
-
3
5
-
350
Payables
(396)
-
(365)
(289)
-
(399)
Total
(234)
22
56
(269)
-
46
The following significant exchange rates applied during the year:
Reporting date
Reporting date
Average rate
spot rate
Average rate
spot rate
2025
2025
2024
2024
Against US Dollars
US$
US$
US$
US$
Pounds Sterling
1.3394
1.3448
1.2515
1.2515
(ii) Sensitivity analysis
A 10% weakening of the following currencies against US Dollar at the end of the reporting period would have increased/(decreased) equity and profit or loss by the amounts shown below. This calculation assumes that the change occurred at the end of each reporting period and has been applied to risk exposures existing at that date. This analysis further assumes that all other variables remain constant.
Equity
Profit or loss
Equity
Profit or loss
2025
2025
2024
2024
US$000
US$000
US$000
US$000
Pounds Sterling
(6)
(6)
(85)
(85)
A 10% strengthening of the above currencies against the US Dollar at the end of the reporting period 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.
(iii) Capital management
The Board's policy is to maintain a stable 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 Group has a share incentive programme which is now administered by the Board. The share incentive programme is discretionary, and the Board will decide whether to make share awards under the share incentive programme at any time.
Fair value of financials assets and liabilities
All the financial assets and liabilities are measured at amortised cost. The carrying amounts of all financial assets and liabilities are a reasonable approximation of their fair values.
14 Commitments for expenditure
None.
15 Related parties
In accordance with IAS 24 Related Party Disclosures, the immediate parent company and the ultimate parent company of the Group is Zanaga Iron Ore Company.
As required by IAS 1.138(c), Zanaga Iron Ore Company is the parent undertaking of the Group and is also the ultimate parent entity. Zanaga Iron Ore Company prepares publicly available consolidated financial statements in which the Group is included.
I. Subsidiaries
(a) Wholly owned subsidiaries
- Zanaga UK Services Limited
- Jumelles Limited
(b) Indirectly wholly owned subsidiaries (held by Jumelles Limited)
- MPD Congo
- Jumelles M Limited
II. Entities that have significant influence
- Glencore International AG
The following transactions occurred with related parties during the period:
Transactions for the period
Closing balance
(payable)/receivable
2025
2024
2025
2024
US$000
US$000
US$000
US$000
Funding:
Loan from Glencore to Jumelles Limited
-
(1,685)
-
-
*Glencore buy-back of shares
15,000
Share options:
Martin Knauth (CEO)
400
15
-
15
*Note: As of February 2025, Glencore's control was removed following on from the share buyback arrangement
16 Transactions with key management personnel
2025
2024
US$000
US$000
Directors' fees
225
-
Total
225
-
The Directors have no material interest in any contract of significance subsisting during the financial year, to which the Group is a party.
17 Subsequent Events
I. Proposed Strategic Investment in Zanaga Project - Binding Term Sheet Signed (10 February 2026)
Pages 15 - 18 of the Strategic Report set out detailed strategic transaction with Red Arc Minerals Inc ("RAM"), a private investment company backed by leading mining industry executives and focused on the development of strategic-scale high-grade iron ore assets.
ZIOC and its wholly owned subsidiary, Jumelles BVI Limited ("Jumelles"), signed a binding term sheet ("The Binding Term Sheet") for a proposed strategic investment by RAM in the Group's Zanaga Iron Ore Project (the "Zanaga Project" or the "Project").
The proposed strategic investment by RAM enables the completion of essential technical work to advance the Project towards a FID. It would also secure additional upside value potential and further optionality linked to the successful development of the Project for the benefit of ZIOC shareholders and stakeholders in the Republic of Congo. As a result, the Board believes that the Transaction has the potential to deliver meaningful value to ZIOC shareholders both in the short and long term, while also being non-dilutive to ZIOC shareholders.
The Transaction is subject to the completion of due diligence, entering into of definitive documents as well as approval by shareholders and regulators as set out in the Binding Term Sheet.
Jumelles is a wholly owned subsidiary of ZIOC and currently holds a 100% interest in the Zanaga Project.
II. 2026 Equity Raise
The Strategic report also provides detail regarding the equity raise where the group raised aggregate gross proceeds of £5.7 million (about US$7.7 million) through a placing, subscription, and retail offer, issuing 142 million shares at 4 pence each ("2026 Equity Raise") with a settlement date of 22 May 2026. The placing was oversubscribed, showing strong investor confidence in the Group's strategy, progress, and future opportunities. The following announcements were made for this:
o Launch of Placing, Subscription and Retail Offer announced (14 May 2026)
o Result of Placing, Subscription and Retail Offer announced (15 May 2026)
o Admission to Trading and Total Voting Rights published (21 May 2026)
III. Conversion of directors' deferred fees since February 2023 into Director Fee Shares
Directors of the Group converted deferred fees owing to them, totalling US$888,134 in aggregate, into Director Fee Shares. Details as follows:
Director
Position
Current shareholding
Deferred fees settled by the Director Fee Shares
*Clifford Elphick
Non-Executive Chairman
79,907,592
US$344,607
Clinton Dines
Non-Executive Director
2,133,317
US$229,738
Jonathan Velloza
Non-Executive Director
1,843,452
US$229,738
Phil Mitchell
Non-Executive Director
2,422,481
US$84,051
*Clifford Elphick, the non-executive Chairman of the Group is indirectly interested in 79,907,592 of these Ordinary Shares, which are registered in the name of Guava Minerals Limited, by virtue of his interest as a potential beneficiary in a discretionary trust which has an indirect interest in those Ordinary Shares.
The proposed issuance of the Director Fee Shares is expected to constitute a "Related Party Transaction" pursuant to AIM Rule 13. Further information will be set out in the 'Results of Capital Raising' announcement when it is released in due course.
The Director Fee Shares would, when issued, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of Admission.
Director and Management Participation in the Subscription
Certain directors and senior management of the Group participated in the Capital Raising for an aggregate amount of approximately £346,748.
*** End of Financial Statements ***
Glossary
AL2O3
Alumina (Aluminium Oxide)
DRI
Direct reduced iron
Fe
Total iron
FS
Feasibility study
JORC Code
The 2004 or 2012 Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves as published by the Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Minerals Council of Australia.
LOI
Loss on ignition
LOM
Life of mine
Mineral Resource
A concentration or occurrence of material of intrinsic economic interest in or on the Earth's crust in such form, quality and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade, geological characteristics and continuity of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge. Mineral Resources are sub-divided, in order of increasing geological confidence, into Inferred, Indicated and Measured categories.
Mn
Manganese
Ore Reserve
The economically mineable part of a Measured and/or Indicated Mineral Resource. It includes diluting materials and allowances for losses, which may occur when the material is mined. Appropriate assessments and studies have been carried out and include consideration of and modification by realistically assumed mining, metallurgical, economic, marketing, legal, environmental, social and governmental factors. These assessments demonstrate at the time of reporting that extraction could reasonably be justified. Ore Reserves are sub-divided in order of increasing confidence into Probable Ore Reserves and Proved Ore Reserves. A Probable Ore Reserve has a lower level of confidence than a Proved Ore Reserve but is of sufficient quality to serve as the basis for a decision on the development of the deposit.
P
Total phosphorus
PFS
Pre-feasibility Study
SiO2
Silica
Beneficiation
The process of improving (benefiting) the economic value of the ore by removing the waste minerals, which results in a higher-grade product (concentrate)
Pelletisation
The process of compressing or moulding a material into the shape of a pellet
Mtpa
Million Tonnes Per Annum
MoU
Memorandum of Understanding
NPV
Net Present Value
[1] Compared to 2024 feasibility study update for Stage Two (12+18Mpta expansion)
[2] Based on a DRI pricing case (65% Fe CFR China US$115/t, 68% Fe CFR China US$130/t)
[3] Based on a Fe Pricing Case (65% Fe US$115/t, DRI premium per % Fe of US$5/t above 65% Fe);
including twin pipeline system, thickened and dry tailings technologies, DRI product quality, 12Mtpa filter plant and concentrate handling, and 12 Mtpa DRI hematite concentrator complex costing
[4] Based on a Fe Pricing Case (65% Fe US$115/t)
[5] Stage Two process plant capital expenditure is estimated from 2024 Feasibility Study Cost Update
[6] 2024 Feasibility Study Update, estimated the total Stage One capital requirement as US$1.94 billion
[7] 2024 Feasibility Study Update, estimated the total Stage One processing cost of US$8.42 per tonne
[8] Source: AME Group June 2025
[9] Source: AME Group June 2025, DRI pellet premium over 68% Fe
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.ENDFR SDSEFSEMSEIM
Recent news on Zanaga Iron Ore
See all newsZanaga Iron Ore - Audited Results for the Year to 31 December 2025
Brief: Zanaga Iron Ore Company Raises £5.6 Million Via Placing And Subscription
Zanaga Iron Ore - Result of Placing, Subscription and Retail Offer
Brief: Zanaga Iron Ore Announces Placing, Subscription, & Retail Offer To Raise 4.2 Mln Stg
Brief: Zanaga Iron Ore Announces Retail Offer