Result of Placing, Subscription and Retail Offer

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 Corporate Development and Investor Relations Manager	Andrew Trahar [phone]
Panmure Liberum Limited Nominated Adviser, Financial Adviser, Joint Broker and Joint Bookrunner	Scott Mathieson / John More / Izzy Anderson [phone]
Tamesis Partners LLP Joint Broker and Joint Bookrunner	Richard Greenfield / Charles Bendon [phone]
Shard Capital Partners LLP Joint Broker	Damon Heath [phone]
BlytheRay Public Relations	Megan Ray / Will Jones [phone] [e-mail]

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 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)
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 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)
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 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)
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 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)
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 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)
e.	Date of the transaction	14 May 2026
f.	Place of the transaction	London Stock Exchange, AIM

 

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