Announcement re Shard waiver and GC purchase

01 July 2024 

Shard Facility update and proposed share subscriptions

Zanaga Iron Ore Company ("ZIOC" or the "Company") (AIM:ZIOC) announces that, further to ZIOC's announcements on 28 June 2024 Shard Merchant Capital Ltd ("SMC") has approached ZIOC to request a waiver to the share trading limitations imposed by the equity subscription agreements entered into between SMC and ZIOC in 2023 and 2024 respectively, allowing SMC to sell a block of ZIOC shares expected to be in the order of 14,380,953 shares at a price of 5.25 pence per share ("Trade Price") (the "Shard Facility Sale").

The Shard Facility Sale would be conditional 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 ("Admission").

In addition:

·    Glencore has indicated that, subject to the Board of Directors resolving not to require Glencore to extend an offer in accordance with Article 33.1 of the Company's Articles of Association and SMC confirming that it has conditionally sold at least USD500,000 of Ordinary Shares, they would be willing to subscribe for GBP236,425 of ordinary shares in the Company at the Trade Price (being an amount equal to approximately USD300,000 in aggregate using the GBP:USD exchange rate of 1:1.2689); and

·    Mr Clifford Elphick has indicated that he would also be willing to subscribe for GBP15,761 of ordinary shares in the Company, at the Trade Price (being an amount equal to approximately USD20,000 in aggregate using the GBP:USD exchange rate of 1:1.2689),

(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 becoming 43.17% and 12.23%  respectively.

The Company proposes to grant the waiver to SMC and enter into the Subscriptions and a further announcement will be made 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

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

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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