REG - Zanaga Iron Ore - Completion of Subscription and Shard Facility

Zanaga Iron OreAnnouncement

01/07/2024 08:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240701:nRSA5607Ua&default-theme=true

RNS Number : 5607U  Zanaga Iron Ore Company Ltd  01 July 2024

01 July 2024

 

Subscriptions and Shard Sale

 

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

 

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

 

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

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

The Company has also :

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

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

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

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

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

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

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

 

Related Party Transactions

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

Clifford Elphick, Chairman of ZIOC commented:

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

 

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

 

For further information, please contact:

 

Zanaga Iron Ore

Corporate Development and
Andrew Trahar

Investor Relations Manager
+44 20 7399 1105

Panmure Liberum Capital Limited

Nominated Adviser, Financial
Scott Mathieson, John More

Adviser and Corporate Broker                       +44
20 3100 2000

Shard Capital Partners LLP

Corporate
Broker
Damon Heath

 
+44 207 186 9952

 

______________________________________________

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

 

 

 

 1   Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name                                                         Clifford Elphick
 2   Reason for the notification
 a)  Position/status                                              Non-Executive Director
 b)  Initial notification/Amendment                               Initial notification
 3   Details of the issuer, UK emission allowance market participant, auction
     platform or auctioneer
 a)  Name                                                         Zanaga Iron Ore Company Limited
 b)  LEI                                                          21380085XNXEX6NL6L23
 4   Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the financial instrument, type of instrument  Ordinary Shares of no par value

     Identification code

                                                                  ISIN: VGG9888M1023
 b)  Nature of the transaction                                    Subscription for shares
 c)  Price(s) and volume(s)                                       Price(s)                    Volume(s)
     £0.0525                                                                                  300,223
 d)  Aggregated information                                       N/A (single transaction)

     ·      Aggregated volume

     ·      Price
 e)  Date of the transaction                                      1 July 2024
 f)  Place of the transaction                                     Outside a trading venue

 

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 (mailto:rns@lseg.com)
 or visit
www.rns.com (http://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 (https://www.lseg.com/privacy-and-cookie-policy)
.   END  DSHUAVNRSAUBRRR