REG - Zanaga Iron Ore - Interim Results
30/09/2024 17:00
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RNS Number : 3142G Zanaga Iron Ore Company Ltd 30 September 2024
30 September 2024
INTERIM RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2024
Zanaga Iron Ore Company Limited ("ZIOC" or the "Company") (AIM: ZIOC) is
pleased to announce its unaudited interim results for the six months ended 30
June 2024 and an update on post reporting period end events to 27 September
2024.
Highlights
· 30Mtpa staged development project ("30Mtpa Project")
o 2024 Feasibility Study update process ("2024 FS update") completed,
delivering positive results and further underlining the robust economics of
the Company's 30 Mtpa Project (including both 12Mtpa Stage One ("Stage One"),
plus 18Mtpa Stage Two expansion ("Stage Two")).
§ 12Mtpa Stage One
- Capital investment of US$ 1.94 billlion
- Operating cost of US$ 31.5 / dmt FOB
- Net Present Value of US$ 3.68 billion
- Internal Rate of Return of 26.2%
§ 18Mtpa Stage Two optional expansion
- Capital investment of US$ 1.87 billion
- Operating cost of US$ 24.9 / dmt FOB
- Total combined Net Present Value of US$ 7.36 billion
- Internal Rate of Return of 28.2%
o Chinese iron ore technical expert engineering firm ("Chinese EPC Partner"),
engaged to lead the 2024 FS update process, now undertaking an optimisation
study on the applicability of unique technology relating to the Zanaga 30Mtpa
Project ("Optimisation Study") with the potential to provide further capital
and operating cost savings beyond the results of the 2024 FS Update.
o FEED phase preparation
§ Preparation for the Front End Engineering and Design (FEED) phase of the
Zanaga Project is underway, including solicitation of cost and schedule
estimates for the various workstreams associated with the FEED phase.
o Other strategic initiatives
§ Port MoU: Discussions underway with large scale port development companies
interested in participating in the development of port infrastructure for the
Zanaga Project.
§ Strategic partner initiative: Approaches received from multiple parties
interested in the development of the Zanaga Project, particularly following
the completion of the 2024 FS update. Challenging global financial conditions
caused delays to engagement, however discussions continue and the Company will
provide further updates in due course.
· Early Production Project ("EPP Project" or "EPP") remains under
investigation
o Multiple production scenarios remain under investigation on processing
facilities and suitable logistics solutions, with a focus on an export
solution through the Republic of Congo ("RoC").
Corporate and Funding
· Shard Merchant Capital Ltd ("SMC") equity subscription agreements
("Shard ESAs")
o Second SMC equity subscription agreement (ESA) update ("2023 ESA")
completed, yielding total net proceeds of £2,266,255
o New ESA signed with SMC on 29 June 2024 ("2024 ESA")
§ Following the successful completion of the 2023 ESA, ZIOC entered into the
2024 ESA with SMC
§ Under the terms of the 2024 ESA the Company will issue and SMC will
subscribe for up to 36 million ordinary shares of no par value in the Company
("Subscription Shares") in up to three tranches of up to 12 million shares
each.
§ Pursuant to the 2024 ESA, SMC has undertaken to use its reasonable
endeavours to place the relevant Subscription Shares that it has subscribed
for and to pay to ZIOC 95% of the gross proceeds of any such sales.
o Proceeds of the Shard ESAs applied to general working capital, including
the provision of further contributions to the Zanaga Project's operations
· SMC block sale of 14,380,953 shares completed on 1 July at a price of
5.25 pence per share ("Trade Price") (the "SMC Block Sale"), and simultaneous
subscription through the purchase of new ordinary shares in the Company at the
Trade Price by Glencore, of approximately US$300,000 in aggregate; and Mr
Clifford Elphick of approximately US$20,000 in aggregate
· Entirety of the Company's remaining US$744k outstanding loan to
Glencore repaid on 10 July 2024
o ZIOC remains debt free, a positive step in enabling the advancement of
further discussions with potential strategic partners.
· Cash balance of US$0.09m as at 30 June 2024 and cash balance of
US$0.08m as at 10 September 2024.
· Appointment of Shard Capital Partners LLP as joint Corporate Broker in
March 2024
· Resignation Glencore's appointee, Denis Weinstein, from the Board of
Directors due to his departure from Glencore
· Annual General Meeting to be held in December 2024, with the requisite
notice to be sent to shareholders in due course.
Clifford Elphick, Non-Executive Chairman of ZIOC, commented:
"During the first half of 2024, ZIOC completed a successful technical
evaluation process with its Chinese EPC Partner to secure Chinese contractor
pricing and to update the cost estimates of the 30Mtpa Feasibility Study. This
is a completely different exercise to the study work conducted by consulting
firms in the past, as the Chinese EPC Partner is a constructor and developer
of iron ore mining projects, with specific expertise in slurry pipelines and
pellet feed concentrate processing. We were delighted with the results and are
pleased to have demonstrated the continued robust economics of the Zanaga
Project.
Furthermore, port infrastructure discussions continue, and strategic partners
remain interested in the Project. Volatile financial markets have delayed our
engagement with these entities but we continue to remain positive on the
potential to secure interest in the project in due course.
Following the repayment of Glencore's loan I am delighted that ZIOC is debt
free. This is key to supporting management's engagement with strategic
partners, and I look forward to the management team progressing the next phase
of this initiative."
Copies of the unaudited interim results for the six months ended 30 June 2024
are available on the Company's website at www.zanagairon.com
(http://www.zanagairon.com/)
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 Limited
Nominated Adviser, Financial
Scott Mathieson, John More
Adviser and Joint Corporate Broker +44 20 3100 2000
Shard Capital Partners LLP
Corporate Broker
Damon Heath
+44 207 186 9952
About us:
Zanaga Iron Ore Company Limited (AIM ticker: ZIOC) is an iron ore exploration
and development company, with the Company's flagship asset being its 100%
owned Zanaga Iron Ore Project located in the Republic of Congo, for which the
Government Mining Licence, Environmental Permit and Mining Convention are all
in place.
Business Review - Operations
Iron Ore Market
The iron ore market has seen volatility of late, with a significant reduction
in benchmark pricing due to concerns over growth in China. However, recent
stimulus from the Chinese government has renewed iron ore pricing to the same
levels to which we have become accustomed. China continues to consume
significant quantities of iron ore to feed its substantial steel industry and
initiatives to produce lower carbon emission 'green steel' provide further
support for premium pricing related to high grade iron ore products. This
provides further impetus for the development of high grade iron ore projects
such as the Zanaga Project.
2024 FS update process
In 2023 the Company partnered with a Chinese iron ore technical expert
engineering firm ("Chinese EPC Partner") as part of a process to update the
economic evaluation of the Zanaga 30 Mtpa staged development project.
Using the 2014 Feasibility Study's ("2014 FS") infrastructure designs,
flowsheets and material take off lists, direct and indirect cost estimates
were updated to current market pricing using Chinese major equipment and
contractor pricing for both phases of 12 Mtpa Stage One haematite ("Stage
One"), plus 18 Mtpa Stage Two magnetite expansion ("Stage Two") projects,
inclusive of buried concentrate pipeline and port infrastructure.
A second phase of optimisation work ("Optimisation Study") is under
consideration and involves investigating the potential to apply proprietary
iron ore processing technology that the Chinese EPC Partner possesses, with
the potential to provide further capital and operating cost savings beyond the
results of the 2024 FS Update.
The 2024 FS update was completed to a (+/- 20% accuracy) full feasibility
study level of definition, with the following positive results:
§ 12Mtpa Stage One
- Capital investment of US$ 1.94 billlion
- Operating cost of US$ 31.5 / dmt FOB
- Net Present Value of US$ 3.68 billion
- Internal Rate of Return of 26.2%
§ 18Mtpa Stage Two optional expansion
- Capital investment of US$ 1.87 billion
- Operating cost of US$ 24.9 / dmt FOB
- Total combined Net Present Value of US$ 7.36 billion
- Internal Rate of Return of 28.2%
The Company believes these positive results provide much greater confidence in
the Project's economic feasibility in today's market and cost environment, and
with this, provides a key catalyst for potential strategic investors to
consider funding of the next logical Project phase, being the front end
engineering and design (FEED) program to further define the Project's physical
elements and risk abatement strategies.
Port infrastructure discussions underway
Discussions are in progress with a large port infrastructure development firm
to investigate opportunities to align the Zanaga Project with their planned
port infrastructure facilities in Pointe-Noire. Consideration is being given
to both of the following port infrastructure initiatives:
· Opportunity for expansion of the existing port of Pointe-Noire,
potentially enabling a larger solution for the EPP Project.
· Potential development solutions for a large bulk mineral port
terminal capable of supporting the Zanaga 30Mtpa staged development project.
EPP Project
Whilst ZIOC's focus during 2023 was on advancing the 2024 FS update process,
the Project Team continued to undertake a process to evaluate the potential
development of an EPP Project that would be quicker to construct than the
larger 30Mtpa staged development project and would utilise existing road, rail
and port infrastructure.
The Project Team continued to advance efforts to develop optionality relating
to the viability of the EPP Project. The Project Team has continued to
evaluate the potential for the EPP Project to operate as a standalone project,
or as an initial pathway to production during the construction period of the
flagship 30Mtpa Staged Development Project.
Subscription Agreement with Shard Merchant Capital Ltd
The Company has been pleased with the success of the 2020 and 2023 ESA with
SMC which has provided the Company with access to funding through a relatively
low cost structure that minimised dilution to shareholders.
The proceeds received by the Company from SMC pursuant to the Subscription
Agreement have been applied to general working capital, including the
provision of further contributions to the Zanaga Project's operations.
As a result, the Company has entered into a new 2024 ESA with SMC on 1 July
2024, post period end. An overview of the two ESAs is provided below:
1) 2023 ESA
a. On 1 July 2023 ZIOC announced that the Company had entered into a
Subscription Agreement with SMC, a financial services provider.
b. Under the Subscription Agreement, the Company agreed to issue and SMC
agreed to subscribe for up to 36 million ordinary shares of no par value in
the Company ("Subscription Shares") in three tranches of 12 million shares
each
c. Total net proceeds of £2,266,255 were received from the facility
2) 2024 ESA
a. As announced by the Company, on 1 July 2024 the Company entered into
a new Subscription Agreement (the 2024 ESA) with SMC.
b. Under the Subscription Agreement, the Company will issue and SMC will
subscribe for 36 million ordinary shares of no par value in the Company
("Subscription Shares") in three tranches of 12 million shares each (the First
tranche was issued immediately on 1 July 2024).
On 1 July, SMC completed a block sale of 14,380,953 shares at a price of 5.25
pence per share ("Trade Price") (the "SMC Block Sale"), and simultaneously the
Company completed subscriptions of new ordinary shares at the Trade Price with
Glencore, of approximately US$ 300,000 in aggregate; and Mr Clifford Elphick
of approximately US$ 20,000 in aggregate. The entirety of the Company's
remaining US$744k outstanding loan to Glencore at the time was repaid on 10
July 2024 as a result of this receipt of funding. ZIOC remains debt free, a
positive step in enabling the advancement of further discussions with
potential strategic partners.
Appointment of joint Corporate Broker
In March 2024 ZIOC appointed Shard Capital Partners LLP ("SCP") as Joint
Corporate Broker, alongside Panmure Liberum Limited, who are also the
Company's Nominated Advisor and Joint Broker. The addition of SCP to ZIOC's
advisory team provides further support to the Company, and additional
resources as the Company looks to advance to the next stage of development on
the Zanaga Project.
Director resignation
Following Denis Weinstein's departure from Glencore, with effect from 29
September 2024, he will cease to be a director of the Company. Glencore will
consider its right to appoint a replacement director to the Board of ZIOC in
due course.
Cash Reserves and Project Funding
As at 29 June 2024, ZIOC has outlined a 2024 Project Work Programme and Budget
as outlined below.
At 30 June 2024 the Company had cash reserves of US$0.09m The Company had cash
reserves of US$0.08m as at 10(th) September 2024.
In order to raise additional funding the Company entered a Subscription
Agreement with SMC (as described above). The financing structure with SMC
enables the Company to access funding for the costs that the Company is
expected to meet in the near future. For illustrative purposes only, if the
average price at which SMC places the 36,000,000 shares was 5.49 pence (being
ZIOC's 90 day value weighted average share price as at 28 September 2023), the
net proceeds received by ZIOC from such sales would be approximately £1.98m.
Based on the current cost base at the Zanaga Project, the direct loan facility
to Jumelles Ltd, the current low corporate overheads of ZIOC, the agreed cash
preservation plan adopted by the Company (described below), the Company's
existing cash reserves and (on the basis of cautious assumptions made by the
Company in its funding model) the funds expected to be obtained from the
funding facility established by the Subscription Agreement with SMC, the board
of directors of ZIOC (the "Board") believes that the Company will be
adequately positioned to support its operations going forward in the near
future. As the final cash amounts to be received for each tranche of issued
shares, and the timing of this receipt, are dependent on SMC successfully
selling the shares prior to transferring funds to the Company, the Board is of
the view that the going concern basis of accounting is appropriate. However,
the Board acknowledges that there is a material uncertainty which could give
rise to significant doubt over the Company's ability to continue as a going
concern and, therefore, that the Company may be unable to realise its assets
and discharge its liabilities in the normal course of business. Nevertheless,
based on and taking into account the foregoing factors, the Board are
satisfied the Company will have sufficient funds to meet its own working
capital requirements up to, and beyond, twelve months from the approval of
these accounts.
The Company continues to review the costs of its operational activities with a
view to conserving its cash resources.
Financial review
Results from operations
The financial statements contain the results for ZIOC for the first half of
2024. ZIOC made a loss in the half-year of US$1.1m compared to a loss of
US$0.4m in the full year ended December 2023. The loss for the 2024 half-year
period comprised:
1 January to 1 January to 1 January to
30 June
30 June
31 December
2024
2023
2023
Unaudited Unaudited Audited
US$000
US$000 US$000
General expenses (1,053) (350) (2,739)
Net foreign exchange (loss)/gain (5) - 15
(Loss)/Gain before tax (1,058) (350) (2,724)
Total Comprehensive income (1,058) (350) (2,724)
General expenses of US$1.1m (2023: US$0.4m), consisting of: Directors' fees of
US$Nil (2023: US$Nil), professional fees of US$0.2 (2023: US$Nil) and
US$0.9m (2023: US$0.4m) of other general operating expenses.
Financial position
ZIOC's net asset value ("NAV") of US$84.8m is comprised of a US$85.3m
exploration and evaluation assets, US$0.7m of PPE, US$0.1m of cash balances
and US$1.3m net current liabilities.
30 June 2024 30 June 2023 31 December 2023
Unaudited Unaudited Audited
US$m
US$m
US$m
Exploration and Evaluation 85.3 85.3 85.3
PPE 0.7 0.7 0.7
Cash 0.1 0.6 0.9
Other net current assets/(liabilities) (1.3) (1.7) (1.1)
Net assets 84.8 84.9 85.8
Cash flow
Cash balances have increased by US$0.3m since 31 December 2022. Operating
activities were US$0.5m and the Glencore loan increased by US$0.8m.
30 June 2024 30 June 2023 31 December 2023
Unaudited Unaudited Audited
US$000 US$000 US$000
GBP Balances 0.1 0.1 0.6
USD value of GBP balances 0.1 0.2 0.7
USD value of other currencies - 0.3 0.2
USD balances - 0.1 -
Cash Total 0.1 0.6 0.9
Consolidated Statement of Comprehensive Income for the six months ended 30
June 2024
Note 1 January 1 January 1 January
to
to
to
30 June 2024 30 June 2023
31 December 2023
Unaudited Unaudited Audited
US$000 US$000 US$000
Administrative expenses (1,058) (350) (2,724)
Operating loss (1,058) (350) (2,724)
(Loss) before tax (1,058) (350) (2,724)
Taxation 5 - -
(Loss) for the period (1,058) (350) (2,724)
Total comprehensive (loss)/gain (1,058) (350) (2,724)
(Loss)/Earnings per share (Cents)
Basic 7 (0.1) (0.1) 0.4
Diluted 7 (0.1) (0-1) 0.4
All other comprehensive income may be classified as profit and loss in the
future.
Consolidated Statement of changes in equity
for the six months ended 30 June 2024
Foreign
currency
Share Retained translation Total
capital earnings reserve Equity
US$000 US$000 US$000 US$000
Balance at 1 January 2023 313,689 (228,418) (69) 85,202
Issued Capital - - - -
Loss for the period - (350) - (350)
Other comprehensive (loss)/ income - - - -
Total comprehensive (loss)/income - (350) - (350)
Balance at 30 June 2023 313,689 (228,768) (69) 84,852
Issue of shares as remuneration 944 - - 944
Issued Capital 2,395 - - 2,395
Loss for the period - (2,374) - (2,374)
Other comprehensive (loss)/income - - - -
Total comprehensive (loss)/income (2,374) -
Balance at 31 December 2023 317,027 (231,141) (69) 85,817
Consideration for share-based payments - other services - - - -
Issue of shares - - - -
Loss for the period - (1,058) - (1,058)
Other comprehensive (loss)/income - - - -
Total comprehensive loss - (1,058) - (1,058)
Balance at 30 June 2024 317,027 (232,198) (69) 84,760
Consolidated Balance sheet
as at 30 June 2024
30 June 2024 Unaudited 30 June 2023 31 December 2023
Unaudited Audited
Note US$000 US$000 US$000
Non-current asset
Exploration and evaluation assets 85,300 85,300 85,300
Property, plant and equipment 667 696 648
85,967 85,996 85,948
Current assets
Other receivables 5 44 1,193
Cash and cash equivalents 91 573 899
96 617 2,092
Total Assets 86,063 86,613 88,040
Non -current liabilities
Lease liability 98 105 104
Current liabilities
Loans and borrowings 750 1,185 1,685
Trade and other payables 455 465 527
Lease liability - 5 11
Net assets 84,760 84,853 85,817
Equity attributable to equity holders of the parent
Share capital 317,027 313,689 317,027
Retained earnings (232,198) (228,767) (231,141)
Foreign currency translation reserve (69) (69) (69)
Total equity 84,760 84,853 85,817
These financial statements were approved by the Board of Directors on 30
September 2024.
Consolidated Cash flow statement
for the six months ended 30 June 2024
1 January 1 January 1 January
to to To
30 June 30 June 31 Dec
2024 2023 2023
Unaudited Unaudited Audited
US$000 US$000 US$000
Cash flows from operating activities
Profit/(Loss) for the year (1,058) (350) (2,724)
Adjustments for:
Share based payments - - 944
Decrease in other receivables 1,188 69 1,080
Increase in trade and other payables 89 536 (1,103)
Net exchange (profit)/loss - - 16
Net cash from operating activities 219 255 (1,787)
Cash flows from financing activities
Glencore loan (935) - 1,300
Issue of shares - - 990
Net cash from financing activities (935) - 2,290
Cash flows from investing activities
Interest received - - -
Acquisition of property, plant and equipment - - -
Net cash from investing activities - - -
Net increase in cash and cash equivalents (716) 255 503
Cash and cash equivalents at beginning of period 899 310 310
Effect of exchange rate difference (92)- 8 86
Cash and cash equivalents at end of period 91 573 899
Notes to the financial statements
1. Business information and going concern basis of preparation
As at 29 June 2024, ZIOC has outlined a 2024 Project Work Programme and Budget
as outlined below.
At 30 June 2024 the Company had cash reserves of US$0.09m The Company had cash
reserves of US$0.08m as at 10(th) September 2024.
In order to raise additional funding the Company entered a Subscription
Agreement with SMC (as described above). The financing structure with SMC
enables the Company to access funding for the costs that the Company is
expected to meet in the near future. For illustrative purposes only, if the
average price at which SMC places the 36,000,000 shares was 5.49 pence (being
ZIOC's 90 day value weighted average share price as at 28 September 2023), the
net proceeds received by ZIOC from such sales would be approximately £1.98m.
Based on the current cost base at the Zanaga Project, the direct loan facility
to Jumelles Ltd, the current low corporate overheads of ZIOC, the agreed cash
preservation plan adopted by the Company (described below), the Company's
existing cash reserves and (on the basis of cautious assumptions made by the
Company in its funding model) the funds expected to be obtained from the
funding facility established by the Subscription Agreement with SMC, the board
of directors of ZIOC (the "Board") believes that the Company will be
adequately positioned to support its operations going forward in the near
future. As the final cash amounts to be received for each tranche of issued
shares, and the timing of this receipt, are dependent on SMC successfully
selling the shares prior to transferring funds to the Company, the Board is of
the view that the going concern basis of accounting is appropriate. However,
the Board acknowledges that there is a material uncertainty which could give
rise to significant doubt over the Company's ability to continue as a going
concern and, therefore, that the Company may be unable to realise its assets
and discharge its liabilities in the normal course of business. Nevertheless,
based on and taking into account the foregoing factors, the Board are
satisfied the Company will have sufficient funds to meet its own working
capital requirements up to, and beyond, twelve months from the approval of
these accounts.
The Company continues to review the costs of its operational activities with a
view to conserving its cash resources.
2. Accounting policies
The principal 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.
3. Basis of preparation
The condensed set of financial statements has been prepared in accordance with
IAS 34 Interim Financial Reporting as adopted by the EU.
In accordance with the AIM Rules for Companies, the condensed set of financial
statements has been prepared in applying the accounting policies and
presentation that were applied in the preparation of the Company's published
consolidated financial statements for the year ended 31 December 2023. The
comparative figures for the financial year ended 31 December 2023 are not the
Company's statutory accounts for that financial year. The 2023 accounts have
been reported on by the Company's auditors. The report of the auditors was (i)
unqualified and (ii) did not include a reference to any matter to which the
auditors drew attention by way of emphasis without qualifying their report.
4. Segmental reporting
The Company has one operating segment, being its investment in the Zanaga
Project, held through Jumelles.
5. Taxation
The Company is exempt from most forms of taxation in the British Virgin
Islands ("BVI"), provided the Company 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 Company, and capital gains
realised with respect to any shares, debt obligations or other securities of
the Company, are exempt from taxation in the BVI.
The effective tax rate for the Group is 0.00% (December 2023: 0.00%).
6. Loss per share 30 June 30 June 31 December 2023
2024 2023 Audited
Unaudited Unaudited US$000
US$000 US$000
Profit/(Loss) (Basic and diluted) (US$000) (1,058) (350) (2,724)
Weighted average number of shares (thousands)
Basic and diluted
Issued shares at beginning of period 644,989 593,374 593,374
Shares issued during the year - - 51,615
Weighted average of new shares issued - - -
Weighted average number of shares at end of period - basic 644,989 593,374 644,989
(Loss)/Earnings per share (Cents)
Basic (0.1) (0.1) (0.4)
Diluted (0.1) (0.1) (0.4)
7. Related parties
The following transactions occurred with related parties during the period:
Transactions for the period Closing balance
30 June 30 June 31 December 30 June 31 December
2024 2023 2023 30 June 2023 2023
Unaudited Unaudited Audited 2024 Unaudited Audited
Unaudited
US$000 US$000 US$000 US$000 US$000 US$000
Funding: (1,163) 800 1,300 1,685
Loan from Glencore to Jumelles Ltd * 779 1,185
* Repayable on 17 July 2024
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