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)Â Â Â 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)Â Â Â 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)Â Â Â 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.
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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.
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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."
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The Zanaga Iron Ore Company Limited LEI number is 21380085XNXEX6NL6L23.
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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
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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.
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PDMR information Notification of transactions by Persons Discharging Managerial responsibilities ("PDMR")
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| 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 Identification code | Ordinary Shares of no par value  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 ·     Aggregated volume ·     Price | N/A (single transaction) | |
| e) | Date of the transaction | 2 October 2023 | |
| f) | Place of the transaction | Outside a trading venue | |
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| 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 Identification code | Ordinary Shares of no par value  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 ·     Aggregated volume ·     Price | N/A (single transaction) | |
| e) | Date of the transaction | 2 October 2023 | |
| f) | Place of the transaction | Outside a trading venue | |
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| 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 Identification code | Ordinary Shares of no par value  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 ·     Aggregated volume ·     Price | N/A (single transaction) | |
| e) | Date of the transaction | 2 October 2023 | |
| f) | Place of the transaction | Outside a trading venue | |
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