REG - Zanaga Iron Ore - Result of Placing, Subscription and Retail Offer
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RNS Number : 5069E Zanaga Iron Ore Company Ltd 15 May 2026
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES
OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED
STATES, AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES"), CANADA,
AUSTRALIA, NEW ZEALAND, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE UNLAWFUL. ANY FAILURE TO COMPLY
WITH THESE RESTRICTIONS MAY CONSITUTE A VIOLATION OF APPLICABLE SECURITIES
LAWS.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
FORM PART OF AN OFFER TO UNDERWRITE, BUY, SUBSCRIBE, SELL OR ISSUE, OR A
SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR THE SECURITIES REFERRED TO
HEREIN OR ANY OTHER SECURITY IN THE UNITES STATES OR IN ANY OTHER JURISDICTION
IN WHICH, OR TO ANY PERSONS TO WHOM, SUCH OFFERING, SOLICITATION OR SALE WOULD
BE UNLAWFUL OR REQUIRE REGISTRATION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION
(EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE
OF THE EU (WITHDRAWAL) ACT 2018 ("MAR").
15 May 2026
Zanaga Iron Ore Company Limited
("ZIOC" or the "Company")
Result of Placing, Subscription and Retail Offer
Zanaga Iron Ore Company Limited (AIM: ZIOC) is pleased to announce that,
following the announcement made yesterday (the "Launch Announcement")
regarding the launch of the proposed Capital Raising and associated Retail
Offer, it has successfully raised an aggregate of £5.6 million (approximately
US$7.6 million) before expenses through the issue of 140,000,000 new
ordinary shares at an issue price of 4 pence per Ordinary Share (the "Issue
Price") pursuant to the Placing and Subscription.
Due to strong institutional investor demand, the Company has agreed with the
Joint Bookrunners to increase the size of the Capital Raising from the
approximately US$5.6million originally proposed (the "Upsize"). Additional
proceeds from the Upsize will be used to provide additional working capital
headroom and further ability to accelerate various workstreams in relation to
the Zanaga Project.
An additional £91,818 (approximately US$$124,111) has been raised before
expenses through the issue of 2,295,459 new ordinary shares at the Issue Price
pursuant to the Retail Offer separately announced yesterday.
In aggregate, the Company has successfully raised aggregate gross proceeds of
£5.7 million (approximately US$7.7 million).
Martin Knauth, CEO of Zanaga Iron Ore Company Ltd, commented:
"We are delighted with the strong support shown by both existing and new
investors. The success of this fundraise enhances our financial flexibility,
enabling us to progress and execute our development plans, also clearly
endorsing our strategic vision and the long-term value potential of the world
class Zanaga Project."
Clifford Elphick, Chairman of Zanaga Iron Ore Company Ltd, commented:
"We are extremely pleased with the strong level of investor demand for the
placing, which was materially oversubscribed. This support reflects confidence
in the Company's strategy, the progress achieved to date, and the significant
opportunities ahead. On behalf of the Board, I would like to thank both
existing and new shareholders for their support."
The Capital Raising Shares and Retail Offer Shares represent, in aggregate,
17.1 per cent of the issued Ordinary Share capital of the Company prior to the
Launch Announcement.
The Placing was conducted through an accelerated bookbuild process (the
"Bookbuild") undertaken by Panmure Liberum Limited ("Panmure Liberum") and
Tamesis Partners LLP ("Tamesis") acting as Joint Bookrunners.
Related Party Transactions
Alongside the Capital Raising, certain of the Company's directors (the
"Participating Directors") have agreed to convert US$888,134 of deferred
director fees in aggregate into equity by the issuance of 16,426,241 new
Ordinary Shares (the "Director Fee Shares") at the Issue Price.
Following the Capital Raising, deferred director fee conversion and Associated
Retail Offer, the Company's total issued Ordinary Shares amount to 991,101,694
Ordinary Shares (the "Enlarged Share Capital").
The Participating Directors are related parties of the Company for the
purposes of the AIM Rules, and the issuance of the Director Fee Shares are
being treated as a related party transaction for the purposes of Rule 13 of
the AIM Rules (the "First Related Party Transaction").
The independent director of the Company for the purpose of the First Related
Party Transaction, being the Company's CEO, Martin Knauth, having consulted
with Panmure Liberum, the Company's Nominated Adviser, considers the terms of
the First Related Party Transaction to be fair and reasonable insofar as
Shareholders of the Company are concerned.
The individual allocation of Ordinary Shares for the Participating Directors,
and their holdings of Ordinary Shares on Admission, are set out below:
Director Position Current shareholding Director Fee Shares Directors deferred fees settled by the Director Fee Shares Resultant shareholding on Admission % of the Enlarged Share Capital on Admission
Clifford Elphick* Non-Executive Chairman 79,907,592 6,373,585 US$344,607 86,281,177 8.7%
Clinton Dines Non-Executive Director 2,133,317 4,249,057 US$229,738 6,382,373 0.6%
Jonathan Velloza Non-Executive Director 1,843,452 4,249,057 US$229,738 6,092,508 0.6%
Phil Mitchell Non-Executive Director 2,422,481 1,554,542 US$84,051 3,977,023 0.4%
*Clifford Elphick, the non-executive Chairman of the Company 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.
Separately, alongside certain senior management of the Company, the Company's
CEO Martin Knauth is participating in the Subscription for a total amount of
$270,000. Mr Knauth's participation in the Subscription is on the same terms
as all other investors in the Capital Raising. As Mr Knauth is a related party
of the Company for the purposes of the AIM Rules, his participation in the
Capital Raising is being treated as a related party transaction for the
purposes of Rule 13 of the AIM Rules (the "Second Related Party Transaction").
The independent directors of the Company for the purpose of the Second Related
Party Transaction, being all of the directors except Martin Knauth, having
consulted with Panmure Liberum, the Company's Nominated Adviser, consider the
terms of the Second Related Party Transaction to be fair and reasonable
insofar as Shareholders of the Company are concerned.
Martin Knauth's beneficial holding before and after the Capital Raising is
outlined below:
Director Position Current shareholding Capital Raising Shares Resultant shareholding on Admission % of the Enlarged Share Capital on Admission
Martin Knauth Executive Director, CEO 9,251,938 4,993,711 14,245,649 1.4%
Admission
The Closing of the Placing, Subscription and Retail Offer remain conditional
upon the conditions set out in the Launch Announcement. Application has been
made to London Stock Exchange plc for the Capital Raising Shares, the Retail
Offer Shares and the Director Fee Shares to be admitted to trading on AIM
("Admission"). It is expected that Admission will become effective and that
dealings in the Capital Rasing Shares and the Retail Offer Shares will
commence at 8.00 a.m. on 22 May 2026.
The Capital Raising Shares, the Retail Offer Shares and the Director Fee
Shares will, when issued, be credited as fully paid and will be issued subject
to the Company's articles of association and will rank pari passu in all
respects with the existing issued Ordinary Shares.
Capitalised terms used but not defined in this announcement shall have the
meaning given to them in the Launch Announcement, save where context otherwise
dictates.
Total Voting Rights
On Admission, 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 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 share capital of the Company under the
FCA's Disclosure Guidance and Transparency Rules.
For further information:
Zanaga Iron Ore Company Limited Andrew Trahar
Corporate Development and Investor Relations Manager +44 20 3916 5021
Panmure Liberum Limited Scott Mathieson / John More / Izzy Anderson
Nominated Adviser, Financial Adviser, Joint Broker and Joint Bookrunner +44 20 3100 2000
Tamesis Partners LLP Richard Greenfield / Charles Bendon
Joint Broker and Joint Bookrunner +44 203 882 2868
Shard Capital Partners LLP Damon Heath
Joint Broker +44 20 7186 9952
BlytheRay Megan Ray / Will Jones
Public Relations +44 20 7138 3204
Zanaga@BlytheRay.com
IMPORTANT NOTICES
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES
OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED
STATES, AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES"), CANADA,
AUSTRALIA, NEW ZEALAND, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE UNLAWFUL. ANY FAILURE TO COMPLY
WITH THESE RESTRICTIONS MAY CONSITUTE A VIOLATION OF APPLICABLE SECURITIES
LAWS.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
FORM PART OF AN OFFER TO UNDERWRITE, BUY, SUBSCRIBE, SELL OR ISSUE, OR A
SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR THE SECURITIES REFERRED TO
HEREIN OR ANY OTHER SECURITY IN THE UNITES STATES OR IN ANY OTHER JURISDICTION
IN WHICH, OR TO ANY PERSONS TO WHOM, SUCH OFFERING, SOLICITATION OR SALE WOULD
BE UNLAWFUL OR REQUIRE REGISTRATION.
This Announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United States, Canada, Australia, New
Zealand, Japan or Republic of South Africa or any other jurisdiction in which
the same would be unlawful. No public offering of the New Ordinary Shares is
being made in any such jurisdiction.
No action has been taken by the Company, Panmure Liberum or Tamesis or any of
their respective affiliates, or any person acting on its or their behalf that
would permit an offer of the New Ordinary Shares or possession or distribution
of this Announcement or any other offering or publicity material relating to
such New Ordinary Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are required
by the Company, Panmure Liberum and Tamesis to inform themselves about, and to
observe, such restrictions.
No prospectus, offering memorandum, offering document or admission document
has been or will be made available in connection with the matters contained in
this Announcement and no such prospectus is required to be published EU
Prospectus Regulation or the POATR. Persons needing advice should consult a
qualified independent legal adviser, business adviser, financial adviser or
tax adviser for legal, business, financial or tax advice.
The securities referred to herein have not been and will not be registered
under the United States Securities Act of 1933, or with any securities
regulatory authority of any State or other jurisdiction of the United States,
and may not be offered, sold or transferred, directly or indirectly, in or
into the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act and in compliance with the securities laws of any State or any other
jurisdiction of the United States. Accordingly, the Placing Shares will be
offered and sold outside of the United States only in "offshore transactions"
(as such term is defined in Regulation S pursuant to Regulation S and
otherwise in accordance with applicable laws pursuant to an exemption from, or
in a transaction not subject to, registration under the Securities Act. No
public offering of the New Ordinary Shares will be made in the United States
or elsewhere, other than the Retail Offer Shares under the Retail Offer which
is being made in the United Kingdom only.
The Fundraising has not been approved or disapproved by the United States
Securities and Exchange Commission, any state securities commission in the
United States or any US regulatory authority, nor have any of the foregoing
authorities passed upon or endorsed the merits of the Fundraising, or the
accuracy or adequacy of this Announcement. Any representation to the contrary
is a criminal offence in the United States.
This Announcement has not been approved by the London Stock Exchange.
The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada, no prospectus
has been lodged with, or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South Africa
Reserve Bank or any other applicable body in the Republic of South Africa in
relation to the New Ordinary Shares and the New Oridnary Shares have not been,
nor will they be, registered under or offered in compliance with the
securities laws of any state, province or territory of Australia, New Zealand,
Canada, Japan or Republic of South Africa. Accordingly, the New Ordinary
Shares may not (unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or indirectly, in
or into Australia, New Zealand, Canada, Japan or Republic of South Africa or
any other jurisdiction in which such activities would be unlawful.
Certain statements contained in this Announcement constitute "forward-looking
statements" with respect to the financial condition, results of operations and
businesses and plans of the Group. Words such as "believes", "anticipates",
"estimates", "expects", "intends", "plans", "aims", "potential", "will",
"would", "could", "considered", "likely", "estimate" and variations of these
words and similar future or conditional expressions, are intended to identify
forward-looking statements and forecasts but are not the exclusive means of
identifying such statements. These statements and forecasts involve risk and
uncertainty because they relate to events and depend upon future circumstances
that have not occurred. There are a number of factors that could cause actual
results or developments to differ materially from those expressed or implied
by these forward-looking statements and forecasts. As a result, the Group's
actual financial condition, results of operations and business and plans may
differ materially from the plans, goals and expectations expressed or implied
by these forward-looking statements and forecasts. No representation or
warranty is made as to the achievement or reasonableness of, and no reliance
should be placed on, such forward-looking statements and forecasts. The
forward-looking statements and (if any) forecasts contained in this
Announcement speak only as of the date of this Announcement. The Company, its
directors, Panmure Liberum, Tamesis or their respective affiliates and any
person acting on its or their behalf each expressly disclaim any obligation or
undertaking to update or revise publicly any forward-looking statements and
forecasts, whether as a result of new information, future events or otherwise,
unless required to do so by applicable law or regulation or the London Stock
Exchange.
Panmure Liberum and Tamesis are each authorised and regulated in the United
Kingdom by the FCA. Each of Panmure Liberum and Tamesis is acting exclusively
for the Company and no one else in connection with the Placing, the contents
of this Announcement or any other matters described in this Announcement.
Neither of Panmure Liberum or Tamesis will regard any other person as its
client in relation to the Placing, the content of this Announcement or any
other matters described in this Announcement and will not be responsible to
anyone (including any Placees) other than the Company for providing the
protections afforded to its clients or for providing advice to any other
person in relation to the Placing, the content of this Announcement or any
other matters referred to in this Announcement. The responsibility of Panmure
Liberum, as the Company's nominated adviser, is owed solely to the London
Stock Exchange and is not owed to the Company or the directors of the Company
or any other person.
This Announcement has been issued by and is the sole responsibility of the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by either Panmure Liberum or Tamesis or by any of their respective
affiliates or any person acting on its or their behalf as to, or in relation
to, the accuracy or completeness of this Announcement or any other written or
oral information made available to or publicly available to any interested
party or its advisers, and any liability therefore is expressly disclaimed.
No statement in this Announcement is intended to be a profit forecast or
profit estimate for any period, and no statement in this Announcement should
be interpreted to mean that earnings, earnings per share or income, cash flow
from operations or free cash flow for the Company for the current or future
financial years would necessarily match or exceed the historical published
earnings, earnings per share or income, cash flow from operations or free cash
flow for the Company.
The New Ordinary Shares to be issued or sold pursuant to the Fundraising will
not be admitted to trading on any stock exchange other than the AIM market of
the London Stock Exchange.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any action.
Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this Announcement.
This Announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.
The information below set out in accordance with the requirement of the EU
Market Abuse Regulation provides further detail.
Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No.
596/2014
1 Details of the person discharging managerial responsibilities/person closely
associated
a. Name Clifford Elphick
2 Reason for notification
a. Position/Status Non-Executive Chairman
b. Initial notification/ Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
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 in Zanaga Iron Ore Company Limited
Identification Code
b. Nature of the transaction Conversion of deferred fees into shares
c. Price(s) and volume(s)
Price(s) Volume(s)
4 pence 6,373,585
d. Aggregated information n/a (single transaction)
- Aggregated Volume
- Price
e. Date of the transaction 14 May 2026
f. Place of the transaction London Stock Exchange, AIM
Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No.
596/2014
1 Details of the person discharging managerial responsibilities/person closely
associated
a. Name Clinton Dines
2 Reason for notification
a. Position/Status Non-Executive Director
b. Initial notification/ Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
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 in Zanaga Iron Ore Company Limited
Identification Code
b. Nature of the transaction Conversion of deferred fees into shares
c. Price(s) and volume(s)
Price(s) Volume(s)
4 pence 4,249,056
d. Aggregated information n/a (single transaction)
- Aggregated Volume
- Price
e. Date of the transaction 14 May 2026
f. Place of the transaction London Stock Exchange, AIM
Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No.
596/2014
1 Details of the person discharging managerial responsibilities/person closely
associated
a. Name Jonathan Velloza
2 Reason for notification
a. Position/Status Non-Executive Director
b. Initial notification/ Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
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 in Zanaga Iron Ore Company Limited
Identification Code
b. Nature of the transaction Conversion of deferred fees into shares
c. Price(s) and volume(s)
Price(s) Volume(s)
4 pence 4,249,056
d. Aggregated information n/a (single transaction)
- Aggregated Volume
- Price
e. Date of the transaction 14 May 2026
f. Place of the transaction London Stock Exchange, AIM
Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No.
596/2014
1 Details of the person discharging managerial responsibilities/person closely
associated
a. Name Phil Mitchell
2 Reason for notification
a. Position/Status Non-Executive Director
b. Initial notification/ Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
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 in Zanaga Iron Ore Company Limited
Identification Code
b. Nature of the transaction Conversion of deferred fees into shares
c. Price(s) and volume(s)
Price(s) Volume(s)
4 pence 1,554,542
d. Aggregated information n/a (single transaction)
- Aggregated Volume
- Price
e. Date of the transaction 14 May 2026
f. Place of the transaction London Stock Exchange, AIM
Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No.
596/2014
1 Details of the person discharging managerial responsibilities/person closely
associated
a. Name Martin Knauth
2 Reason for notification
a. Position/Status Chief Executive Officer
b. Initial notification/ Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
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 in Zanaga Iron Ore Company Limited
Identification Code
b. Nature of the transaction Purchase of shares
c. Price(s) and volume(s)
Price(s) Volume(s)
4 pence 4,993,711
d. Aggregated information n/a (single transaction)
- Aggregated Volume
- Price
e. Date of the transaction 14 May 2026
f. Place of the transaction London Stock Exchange, AIM
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