REG - Zanaga Iron Ore - Issue of Equity

Zanaga Iron OreAnnouncement

02/10/2023 17:45

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RNS Number : 4356O  Zanaga Iron Ore Company Ltd  02 October 2023

2 October 2023

Issue of Shares to Management and Directors and grant of Share Options

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

Zanaga Iron Ore Company Limited ("ZIOC" or the "Company") (AIM: ZIOC),
announces that the Company has agreed to issue new ordinary shares of no par
value in in the Company ("Ordinary Shares") to certain ZIOC Board and
management team members, and has granted share options to the Company's
country manager in Republic of Congo.

The new share issuance relates to three items:

a)    subscriptions for shares in settlement of a reduced level of deferred
remuneration to management and Board members which has accrued over recent
years; and continues to be deferred from February 2023 onwards.

b)    issue of shares to certain members of management upon the exercise of
options under the Company's long term incentivization plan ("LTIP") which have
now vested as a result of the acquisition of the Glencore Projects'
controlling shareholding in the Zanaga Iron Ore Project; and

c)    subscription for shares in settlement of payments due in relation to
a retention fee agreement scheme ("RFA") announced in 2019 with members of
management, payment of which was deferred during the transaction negotiation
process with Glencore,

(together, the "New Equity Issue").

The New Equity Issue will result in a total of 27,615,163 new Ordinary Shares
all being issued at 5.29 pence per share, equating to approximately 4.56% of
the Company's current issued and outstanding share capital.

An overview of the key aspects of the New Equity Issue and Option grant is
provided below.

New Equity Issue

·    Shares subscribed for in settlement of deferred remuneration:

o  As previously announced, in an effort to minimize cash expenditure no cash
remuneration has been paid to ZIOC Board or management since April 2018 and
October 2018 respectively (the "Deferred Remuneration").

o  As at February 2023, the Deferred Remuneration over this approximately
five year period had accumulated to £1.67m in aggregate. Following discussion
between the management and the Board it was agreed that this Deferred
Remuneration would be reduced by 65% to £590k as at 29 September. It was
further agreed that ZIOC shares would be issued in settlement of cash
remuneration in order to minimise cash outflows from the Company.

o  This results in the Company agreeing to issue an aggregate of 11,148,494
new Ordinary Shares to certain Board members and management.

·    LTIP:

o  On 16 December 2022, ZIOC completed the acquisition of 50% plus one share
of Jumelles from Glencore, and Glencore acquired approximately 48.26% of ZIOC
in consideration for the acquisition. As a result of this transaction a change
of control has occurred, resulting in the vesting of the Company's LTIP scheme
shares (announced in 2019).

o  Members of management are now exercising these options which will result
in the issue of 13,633,355 new Ordinary Shares to management.

·    RFA:

o  The RFA is a historical share incentivisation scheme which was approved
and announced in 2019. The first part was issued in 2019, and the second part
vested in 2020 but was not issued at the time due to the Company not being
able to issue the shares as a result of the Glencore transaction negotiation
process. The Company will now issue 2,833,334 new Ordinary Shares to
management in settlement of the amounts due under the RFA.

 

Grant of New Options

·    A share option package for ZIOC's Country Manager has been approved
in order to incentivise future performance. Options over 3 million shares
equating to 0.50% of the Company's issued and outstanding share capital, have
been granted with an exercise price of 7.5 pence per share, 41% above the
closing share price on 29 September 2023.

Directors Interests

Following the New Equity Issue, the interests of the Directors who are
subscribing for new Ordinary Shares will be as follows:

 Director              Existing interest in Ordinary Shares  New Ordinary Shares being issued  Resulting interest in Ordinary Shares  % interest in the issued Ordinary Share capital

 Clifford Elphick (1)  80,252,592                            2,167,220                         82,419,812                             13.02
 Clinton Dines         632,330                               1,501,387                         2,133,717                              0.34
 Johnathan Velloza     214,285                               1,629,167                         1,843,452                              0.29

(1) Clifford Elphick, the non-executive Chairman of the Company, is
indirectly interested in 80,252,592 of these ordinary shares, by virtue of his
interest as a potential beneficiary in a discretionary trust, which has an
indirect interest in these ordinary shares. The remaining 2,167,220 Ordinary
Shares are registered in his name.

Further details of the Directors subscriptions are set out at the end of this
Announcement.

Admission

An application for the admission to trading on the AIM Market of the London
Stock Exchange of the new Ordinary Shares to be issued pursuant to the New
Equity Issue has been made and the 27,615,163 new Ordinary Shares are expected
to be admitted to trading on AIM on or around 6 October 2023. These shares
will rank pari passu with the Company's existing Ordinary Shares from their
date of issue. The Company does not hold any shares in treasury. Following
admission of these new Ordinary Shares, the total number of Ordinary Shares
and voting rights in the Company will be 632,989,909.

This figure of 632,989,909 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.

Following the grant of the New Options and the exercise of options described
in this announcement, the Company will have 7,403,675 Options outstanding.

 

Clifford Elphick, Chairman of ZIOC commented:

"Due to the strong belief in the value potential of the Zanaga Project, and in
an effort to avoid burdening ZIOC with cash remuneration, for the last few
years none of the Board members or management team have received any
remuneration. I am pleased to report that the Board and management team have
accepted a reduction of 65% to the value of their deferred remuneration, and
have agreed subscribe for shares in lieu of cash payment in order to preserve
the Company's cash resources.

I would like to thank my fellow board members and management team for this
continued support and belief in the future value which we expect to unlock in
due course."

 

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

Liberum Capital Limited

Nominated
Adviser
Scott Mathieson, Kane Collings

and Corporate Broker
                                      +44
20 3100 2000

 

About us:

Zanaga Iron Ore Company Limited (AIM ticker: ZIOC) is the owner of 100% of the
Zanaga Iron Ore Project based in the Republic of Congo (Congo Brazzaville).
The Zanaga Iron Ore Project is one of the largest iron ore deposits in Africa
and has the potential to become a world-class iron ore producer.

 

 

PDMR information Notification of transactions by Persons Discharging
Managerial responsibilities ("PDMR")

 

 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                                    Issue of shares
 c)  Price(s) and volume(s)                                       Price(s)                    Volume(s)
     £0.0529                                                                                  2,167,220
 d)  Aggregated information                                       N/A (single transaction)

     ·      Aggregated volume

     ·      Price
 e)  Date of the transaction                                      2 October 2023
 f)  Place of the transaction                                     Outside a trading venue

 

 

 

 1   Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name                                                         Clinton Dines
 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                                    Issue of shares
 c)  Price(s) and volume(s)                                       Price(s)                    Volume(s)
     £0.0529                                                                                  1,501,387
 d)  Aggregated information                                       N/A (single transaction)

     ·      Aggregated volume

     ·      Price
 e)  Date of the transaction                                      2 October 2023
 f)  Place of the transaction                                     Outside a trading venue

 

 

 

 1   Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name                                                         Jonathan Velloza
 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                                    Issue of shares
 c)  Price(s) and volume(s)                                       Price(s)                    Volume(s)
     £0.0529                                                                                  1,629,167
 d)  Aggregated information                                       N/A (single transaction)

     ·      Aggregated volume

     ·      Price
 e)  Date of the transaction                                      2 October 2023
 f)  Place of the transaction                                     Outside a trading venue

 

 

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