Zanaga Iron Ore Secures Share Lock-in Agreements with Major Shareholders

Zanaga Iron Ore locks in 34.86% of shares – why that matters now

Zanaga Iron Ore Company (AIM: ZIOC) has secured fully restricted lock-in agreements from a group of major shareholders, covering approximately 34.86% of the company’s issued share capital. The lock-in runs for six months, expiring on 26 February 2026.

Crucially, this move was prompted by a potential investor engaged in ZIOC’s ongoing strategic partner process. In other words, someone serious is kicking the tyres – and wanted assurance that a chunk of the register won’t be dumping stock mid-negotiation.

Which shareholders are locked in – and how much

The lock-in covers three large holders. Here’s the breakdown as disclosed:

• Guava Minerals Limited – 9.60% of issued share capital
• Greymont Bay I LLC – 18.28% of issued share capital
• Regatta HCRP I LP – 6.98% of issued share capital

Together, that’s approximately 34.86% of ZIOC’s shares under a fully restricted lock-in. The company notes that ZIOC’s Chairman, Mr Clifford Elphick, continues to be a potential beneficiary of a discretionary trust that has an interest in Guava Minerals Limited.

What “fully restricted” lock-in means in plain English

A lock-in is a contractual agreement where shareholders commit not to sell their shares for a period. “Fully restricted” means they are not free to sell during the term. The RNS doesn’t spell out finer points such as allowances for limited disposals or hedging – so assume a straightforward no-sales commitment unless the company clarifies otherwise.

A lock-in does not alter the number of shares in issue, nor does it add cash to the balance sheet. It is about signalling stability and alignment while negotiations with a potential strategic partner are ongoing.

Why this is a notable signal for ZIOC’s strategic partner process

The stand-out line in the RNS is that the lock-in follows a request from a potential investor involved in the strategic partner process. Deals at the project level for a large iron ore development typically require long-dated, confidence-building steps. Asking key holders to lock up is one of them.

What it suggests: a credible counterparty is progressing diligence and wants a stable register while discussions continue. It does not guarantee a transaction, but it does raise the seriousness level compared with routine corporate housekeeping.

Positives for existing shareholders

• Reduced near-term selling pressure: With 34.86% of the register locked in, the risk of sudden large-scale disposals is lowered for the next six months.
• Alignment signal: Major holders are effectively saying they’re prepared to stick around through the partner process window.
• Negotiation optics: A tidy, committed register can make commercial negotiations easier and can support valuation arguments.

What to watch out for (the flip side)

• It’s time-limited: The lock-in ends on 26 February 2026. If a strategic deal is not concluded by then, some overhang risk could reappear.
• No deal certainty: The identity of the potential investor is not disclosed, and there’s no commitment to a transaction. This is a step, not the finish line.
• Scope: Only certain holders are locked in. The RNS does not state any broader register-wide action.

Zanaga project snapshot – permits, scale and product

ZIOC owns 100% of the Zanaga Iron Ore Project in the Republic of Congo. The Government Mining Licence, Environmental Permit and Mining Convention are all in place – a rare trio for a project of this scale.

Scale matters here. The project boasts a 6.9 billion tonne resource and a 2.1 billion tonne reserve, with a plan to produce high-grade DRI pellet feed (direct reduced iron feedstock) with very low impurities. A 2024 Feasibility Study confirmed strong economic viability, with a staged build-out envisaged:

• Stage One: 12Mtpa
• Stage Two: 18Mtpa
• Total planned: 30Mtpa when fully developed

The concept includes low operating costs and an efficient slurry pipeline to port, aimed at serving the growing demand for premium, low-impurity iron ore in low-carbon steelmaking routes.

Key numbers at a glance

Lock-in coverage	Approximately 34.86% of issued share capital
Lock-in type	Fully restricted
Lock-in period	Six months to 26 February 2026
Guava Minerals Limited	9.60%
Greymont Bay I LLC	18.28%
Regatta HCRP I LP	6.98%
Resource	6.9 billion tonnes
Reserve	2.1 billion tonnes
Planned capacity	30Mtpa (12Mtpa Stage One + 18Mtpa Stage Two)
Permits in place	Mining Licence, Environmental Permit, Mining Convention

How I read today’s announcement

On balance, this is a constructive, investor-friendly move. The lock-in reduces immediate volatility risk and telegraphs that the strategic partner process is active and responding to investor requirements. It also underscores that key holders – including entities linked to the Chair via a discretionary trust – are aligned for at least the next six months.

The caution is straightforward: a lock-in is not a transaction. There is no disclosure of counterparties, deal structure, timeline or funding. If negotiations stall, the market will look to the lock-in expiry date and re-appraise risk. For now, though, it’s a tick in the “progress being made” column.

What to watch next

• Further updates on the strategic partner process – counterparties, scope and timeline are not disclosed.
• Any clarifications on lock-in terms beyond “fully restricted” – currently not disclosed.
• Operational or feasibility milestones tied to the 2024 study and project delivery path.

Bottom line for retail investors

If you follow ZIOC for exposure to premium iron ore, today’s news is a positive signal of momentum rather than a value-defining event. The project remains vast, permitted and targeted at a premium DRI pellet feed market, and the share register just got tighter for six months at the request of a potential strategic investor.

It’s not a guarantee of a deal, but it is exactly the kind of housekeeping that precedes one. Keep an eye out for the next RNS – that’s where the real detail will land.