Result of Placing, Subscription and Retail Offer
Zanaga raised £5.7m gross through placing, subscription and retail offer at 4p per share.
- Gross proceeds raised £5.7 million (approximately US$7.7 million)
- Issue price 4 pence per Ordinary Share
- New ordinary shares issued 142,295,459
- Enlarged share capital 991,101,694 Ordinary Shares
- Dilution 17.1% of pre-Launch issued share capital
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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.
| a. | Name | Clifford Elphick |
| 2 | Reason for notification | |
| a. | Position/Status | Non-Executive Chairman |
| b. | Initial notification/ Amendment | Initial Notification |
| a. | Name | Zanaga Iron Ore Company Limited |
| b. | LEI | 21380085XNXEX6NL6L23 |
| a. | Description of the financial instrument, type of instrument Identification Code | Ordinary Shares in Zanaga Iron Ore Company Limited |
| 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 - Aggregated Volume - Price | n/a (single transaction) |
| 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 |
| a. | Name | Zanaga Iron Ore Company Limited |
| b. | LEI | 21380085XNXEX6NL6L23 |
| a. | Description of the financial instrument, type of instrument Identification Code | Ordinary Shares in Zanaga Iron Ore Company Limited |
| 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 - Aggregated Volume - Price | n/a (single transaction) |
| 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 |
| a. | Name | Zanaga Iron Ore Company Limited |
| b. | LEI | 21380085XNXEX6NL6L23 |
| a. | Description of the financial instrument, type of instrument Identification Code | Ordinary Shares in Zanaga Iron Ore Company Limited |
| 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 - Aggregated Volume - Price | n/a (single transaction) |
| 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 |
| a. | Name | Zanaga Iron Ore Company Limited |
| b. | LEI | 21380085XNXEX6NL6L23 |
| a. | Description of the financial instrument, type of instrument Identification Code | Ordinary Shares in Zanaga Iron Ore Company Limited |
| 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 - Aggregated Volume - Price | n/a (single transaction) |
| 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 |
| a. | Name | Zanaga Iron Ore Company Limited |
| b. | LEI | 21380085XNXEX6NL6L23 |
| a. | Description of the financial instrument, type of instrument Identification Code | Ordinary Shares in Zanaga Iron Ore Company Limited |
| 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 - Aggregated Volume - Price | n/a (single transaction) |
| f. | Place of the transaction | London Stock Exchange, AIM |
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