Zanaga Iron Ore (AIM: ZIOC): Investors brought in to build the mine, now taking control of it

ShareSoc asks AIM Regulation and the FCA to examine the Red Arc Minerals deal before shareholders vote

Zanaga Iron Ore Company (ZIOC) has been quoted on AIM since 2010. Its only material asset is the Zanaga Project in the Republic of Congo, a fully permitted iron ore development with a 6.9 billion tonne resource which, the Company says, “could establish Zanaga as one of the world’s largest iron ore mines”. For most of ZIOC’s time on AIM, control of the Project sat with Xstrata and then Glencore. In 2022, ZIOC agreed to regain full ownership in exchange for new shares.

In March 2025, ZIOC raised US$23 million at around 4.1p a share from a group of new investors and used US$15 million of that raise to buy back and cancel Glencore’s 43% stake. ZIOC presented the new investors as bringing the industry standing the Project needed. Greymont Bay was the cornerstone investor. Sir Mick Davis who, as Xstrata’s chief executive, led its acquisition of control of the Project in 2011, was named as a key investor.

Eleven months later, Red Arc Minerals (“RAM”), founded by Sir Mick Davis and controlled by Greymont Bay’s manager, Heeney Capital, signed a binding term sheet to take up to 87.5% of the Project. It looks to do this without making an offer for a single ZIOC share.

The deal in brief

RAM would pay US$25 million into Jumelles, the subsidiary that owns the Project, for 20%.

It would then have an option to buy a further 67.5% of Jumelles from ZIOC for US$125 million, taking control of the subsidiary’s board at 50.1%.

ZIOC would be left with 12.5% of the Project, the US$125 million, a 1% royalty half of which RAM can buy for US$50 million, and a Jumelles board seat (which it loses if its stake falls below 5%).

ZIOC has identified RAM as a related party. It states that RAM is “controlled by Heeney Capital”, which also “controls and makes all investment decisions for” Greymont Bay I LLC and Regatta HCRP I LP, which together hold 21.2% of ZIOC.

ZIOC has declared a “Heeney Capital or Red Arc Minerals related Concert Party”, holding around 28% of ZIOC. The declaration also mentions Mark Cutifani, a ZIOC shareholder and an adviser to both Heeney Capital and Greymont Bay, but does not clarify whether he is a concert party member.

Our concerns

Control of ZIOC’s only material asset would pass to a related party without an offer to shareholders, at a price fixed before the Project is de-risked and untested in the market, and without the independent safeguards a board would normally put in place to protect minority shareholders.

We have raised this with AIM Regulation and the FCA and put detailed questions to ZIOC. Its response, reproduced at the foot of this article, answered none of them. The facts in this article are drawn from the company’s own announcements and presentations.

1. Control without an offer

Because RAM buys into the subsidiary rather than acquiring ZIOC shares, Regulation 33 (the provision in ZIOC’s Articles that allows the Board to require an offer to all shareholders) is not engaged, regardless of how much control of the group’s business is transferred.

At the one point where Regulation 33 could bite — if RAM’s Jumelles shares are exchanged for ZIOC shares at 15p — the Board has agreed in advance not to use it.

We have asked when the concert party formed. ZIOC dates it to February 2026, but the core members held nearly 30% by the end of 2025. In September 2025, the company agreed lock-ins over their shares at the request of an unnamed “potential investor”. Regulation 33 is triggered by acquisitions, so the timing matters.

Shareholders will get a vote under AIM Rule 15. But a vote is not an offer: it passes by a simple majority, the concert party can vote, and those on the losing side have no way out. If that vote approves both tranches, shareholders will have settled the transfer of control up to around three years before it happens.

2. A price fixed early, and never tested

RAM’s first US$25 million pays for the work that de-risks the Project. The price at which RAM can take control was fixed in February, before that work was done, and RAM need only exercise if the price has turned out to be advantageous. The de-risking is already under way: in July RAM reported a letter of intent for up to US$500 million of project financing.

The price has not been tested. On 12 March chief executive Martin Knauth told investors: “The lots of entities that we have been engaging with have also been very clear that they would only invest at the asset level and then also as part of a consortium” (recording, at 3m33s).

If lots of entities wanted in, there was a market. Yet ZIOC signed exclusively with a related party and has disclosed nothing about any other proposal. It has also agreed that if a rival offer is announced before the vote and shareholders reject RAM in favour of it, RAM takes 10% of the rival’s consideration.

ZIOC’s March teach-in describes the initial tranche as “equivalent to an equity raise at 15p per share (>150% premium)”. But that is the price only if RAM walks away. If RAM proceeds, by our calculation on the company’s own figures it pays the equivalent of approximately 9p a ZIOC share for its first 20%; and the same US$25 million also buys an option over the second tranche. In our view, headlining the fallback price gives shareholders an incomplete picture.

3. Minority shareholders left exposed

If both tranches complete, ZIOC becomes a 12.5% minority holder in a project controlled by RAM. If RAM then pursues a sale of Jumelles above an undisclosed valuation threshold, or proceeds with financing construction of the mine, the announcements say ZIOC will be “required to participate on the terms set out in the definitive documentation”, terms shareholders have not seen. The presentation to investors speaks instead of ZIOC’s “right to fund, or sell”. The company has not explained the apparent inconsistency.

The US$125 million goes to ZIOC, not to its shareholders, and ZIOC says it is roughly what it would need to fund its share of construction. So the cash either goes back into the Project to stand still, or it does not, and ZIOC is no longer in the business of building the mine.

The Board has announced none of the safeguards shareholders would expect in a structure of this nature: no independent committee, no independent valuation, no market test, and no vote confined to independent shareholders.

The Board’s composition does not reassure. Philip Mitchell joined the Board as Greymont Bay’s appointee and is a declared concert party member, yet the Board describes him as independent “notwithstanding the criteria set out in Code Provisions 10 and 11”.

Andrew Trahar, ZIOC’s investor relations manager and also a declared concert party member, has the Board’s consent to act as a consultant to RAM.

What we expect the Board to do

If investors will come in only at asset level, the Board’s job is to protect the shareholders who cannot follow them there. Before any vote, we expect:

An independent committee of directors with no connection to RAM, Heeney Capital or the concert party, with its own advisers.
A tested price: an independent valuation of the Project and of RAM’s option, a genuine market check among the “lots of entities” the chief executive described, and no penalty on shareholders for preferring a better offer.
A vote of independent shareholders only, with the second tranche put to a separate vote when RAM seeks to exercise it.
Protection for what ZIOC keeps: no forced sale or financing without independent approval and a fair-value floor, and a board seat that does not vanish at 5%.
Full disclosure: who owns RAM and Gulf Iron & Steel, which holds marketing rights over 20% of the Project’s output; when each concert party member acquired its shares; and whether and when the Board considered Regulation 33.

ZIOC’s response

On 22 September we wrote to the Board with a detailed list of questions covering the matters in this article, and invited ZIOC to comment before publication. The company replied through its public relations adviser on 25 September with the following statement, which we publish in full:

“The Company has made all disclosures required of it under the AIM Rules and MAR to date, and will continue to comply with its disclosure obligations, including in connection with the proposed Red Arc Minerals investment (“Proposed Transaction”), as they arise.

“As the Company concludes the definitive long-form documentation, ZIOC Shareholders will have the opportunity to review the terms of the Proposed Transaction in a circular, and subsequently vote on the Proposed Transaction.

“The Company continues to believe this to be the best option to progress the project to a Final Investment Decision and deliver significant value for shareholders. Throughout the process, management has sought to engage with shareholders to explain the rationale for the Proposed Transaction and provide an opportunity for shareholders to ask questions and better understand its strategic benefits.”

ZIOC has not answered any of the detailed questions we put to it. We will publish any further response it wishes to make.

The bottom line

The Project plainly needs partners. Our concern is that control of ZIOC’s only material asset should not pass to a related party, at an untested price, without shareholders being offered a way out or, at the very least, without the independent process that would show the price is fair.

Shareholders should read the circular closely when it arrives, and vote.

We’re watching developments closely.

Post Date: September 30, 2026

Ian Fennelly says:

6th October 2026 at 9:52 pm

Thank you for acting on this cause. The five points set out above can’t be seen as anything other than reasonable. Time for the board to act in their duties towards all shareholders.

Alan says:

7th October 2026 at 3:13 pm

Thank you for taking up this issue with various regulators and ZIOC themselves.

I find it particularly galling that ZIOC claim to have been engaging with shareholders and that they have provided opportunities for questions to be asked – when in reality we as private shareholders are still in the dark about so much – who is behind Gulf Iron & Steel with their 20% offtake, where are the TR1s for large investments etc, despite us having asked repeatedly.

Even if we wind up getting the short end of the financial stick, hopefully your involvement will lead to more disclosure, so we can at least discover who is taking most of the pie themselves.

Carl Whitworth says:

I have been a Zioc shareholder for 10 years now and feel utterly betrayed and swindled by the company. There is something very dodgy going on that stinks to high heaven and it’s ordinary shareholders who are being shafted because of it (the RAM “deal” more like steal).

I’d like to thank ShareSoc for taking an interest in this case and putting legitimate questions to the Zioc board. Please continue to put the pressure on Zioc on behalf of it’s retail shareholders. Thank you so much.

PETER SARGET says:

7th October 2026 at 7:45 pm

Excellent article and summary, and thank you to your team for the work that you are doing attempting to hold Zioc and their so called board of directors to account.

The way this company is now being run in relation to their “partnership with RAM” ..whoever they are from what we have been told, is an outright disgrace if they are allowed to get away with it.

I have been a long term shareholder in ZIOC for at least 8 years, with my investment in Zioc being part of my personal pension plan.

James says:

9th October 2026 at 1:06 pm

When I met and shook hands with ZIOC management last year I did not imagine that my 9 year journey as an investor would lead to this outgageous ‘RAM-raid’. Many billions of NPV picked-up by fat cats for such an insulting amount. Shame on them for even trying this. Shame on them for pretending it’s a good deal for shareholders.

I am aligned with the points presented by Extrader, Sharesoc and the comments from others. I am grateful for Extrader’s energy and determination in pursuing justice for fellow private investors. Thank you also to Sharesoc for picking it up.

Sadly, I rather suspect that greed will prevail and have adjusted my portfolio accordingly. 9 years of patience, support, hope and recent dilution all for this RAM-raid. Outrageous.

This episode casts AIM in an even dimmer light than I thought possible. BVI incorporation and AIM-listing have to be red flags for me in future IMO.

Brett says:

15th October 2026 at 12:48 am

Thank you for shining a light on these disgraceful and abhorrent crooks whom wish to steal from the hard working investor. Zanaga was the first AIM share I bought, I have held for over 10 years, worked a regular job I have a young family and wanted to provide. I have invested a substantial sum and looks likely I will be left with very little. I understood the initial risks of the investment but I have been completely blindsided by these white collar crooks I feel totally helpless.
It’s at least a little reassuring to know at least there is a body of people trying to fight the good fight and bring these chancers to account.

Steven says:

15th October 2026 at 10:26 am

As a longstanding shareholder of Zioc I feel completely ripped off by our board of directors who I don’t feel have acted in the best interests of shareholders like myself.

I’d like to thank ShareSoc for scrutinising this dreadful RAM deal and asking pertinent questions of Zioc directors.

There must be hundreds if not thousands of small investors like myself who feel utterly helpless and wronged.

I hope you are able to put pressure on Zioc for it to account for it’s actions.

Andrew says:

17th October 2026 at 5:35 am

As a long-term ZIOC shareholder, I want to thank ShareSoc for challenging this murky deal and standing up for minority shareholders. In particular I find the conflicts of interest and overlapping roles surrounding this transaction to be deeply troubling. Thank you for holding the company to account. Please keep pushing for answers.

Des says:

17th October 2026 at 9:08 am

Extremely disappointed at the way this company has behaved. They have sold 87.5% the of asset to an unknown consortium controlled by their mates. No one knows who all the owners of Red Arc are however, or what their financial assets are, certainly not the shareholders of Zanaga. One of the investors in one of the vehicles, Greymont, is the father of Andrew Trahar, indeed Trahar Jnr also seems to have been working for Red Arc. Whilst it is difficult to prove for an ordinary private investor such as myself I would like to know if there has been any sort of unfair prejudice against Zanaga holders. The investigation should also include the sale to Greymont – again conducted by Trahar junior at a very low price again sold to Trahar Snr and mates. The deal was conducted by Trahar Jnr at half the share price that the stock was trading at the time they also gave away a 20% offtake for free. The deal with Trahar’s family and friends seemingly had no competitor bid and Trahar junior did not recuse himself from this transaction. Presumably like most sons he is a beneficiary of his father’s estate therefore giving company assets to his father may be directly beneficial to him in the long run so it seems unusual that he would not be required to recuse himself from this type of a transaction. The Nomads waived this all through. It all needs looking into to make sure share holders have been treated fairly and that good governance has been applied to all of these asset transfer related transactions and that shareholders have not been subjected to any unfair prejudice in any of these transactions.

Martin Cure says:

17th October 2026 at 11:36 am

As a long term shareholders. I would love this little concert party to be given a little scrutiny ina public forum.

In my opinion this is a well orchestrated stich up with the small private investors getting stuffed by Mick and his mate.

What was wrong with progressing along a straightforward route where everyone got a fair share of risk and reward?

Nick says:

20th October 2026 at 1:16 pm

Huge thank you to ShareSoc for taking this up and pressing for answers on behalf of shareholders.

I first got into Zanaga just after the environmental permit was granted. Like Brett, I too have a young family and invested heavily, believing in the asset and trusting the board and “mining luminaries” they brought in at a massive discount to help secure offtake and financing. Now, many from that same group are either behind RAM or in a late-declared concert party linked to it. I feel utterly betrayed.

It’s astonishing to think that after 15 years of development, feasibility studies, full permitting, and estimated pro forma sunk costs of US$767m, the board is backing a proposal for RAM to take almost complete ownership of our project for a cash consideration of roughly 3.1% of its NPV. Even the Xstrata arrangements at listing back in 2010 provided for an acquisition price linked to project NPV, with recourse to an independent valuer. That we now face this proposal with fewer safeguards, no independent valuation and no proper market test is indefensible.

Then you have the extraordinary overlapping relationships involving RAM, major shareholders, company directors and advisers – the board has even authorised one concert party member, Andrew Trahar, to advise RAM. Amid all this, we still do not know RAM’s full beneficial ownership and cannot be sure when the concert party formed or who all its members are. You couldn’t make it up.

The board should be ashamed that shareholders have had to turn to ShareSoc to press for such basic safeguards. The FCA and AIM Regulation need to investigate the concerns raised by ShareSoc and the roles of the individuals involved.

Matt A says:

23rd October 2026 at 5:37 pm

This is a long overdue exposure of the compromised interested parties that are supposedly at the helm of ZIOC – it is simply unbelievable that daylight robbery can be set up and enacted with impunity. I welcome this investigation as a long-term shareholder, and hope it reaches maximum exposure and amplitude beyond what ShareSoc has detailed here.

The RAMraid needs to be stopped, and private investors need faith that companies like this which list on AIM, mostly to fly under the radar, setting up shady deals, are held to account.

Michael says:

23rd October 2026 at 6:38 pm

I have been invested in Zanaga Iron Ore for 14 years and, like many other shareholders, feel totally betrayed by the management, especially Andrew Trahar who seems not to understand what’s expected of him, especially when it comes to conflicts of interest. All I want is for every shareholder to be treated equally and the value of the asset to independently established.
I fully support ShareSoc’s efforts to bring to book those involved in what is, effectively, legalised theft.

Harald W. says:

24th October 2026 at 5:17 pm

As a former long term Zanaga Iron shareholder I thank ShareSoc deeply for investigating and asking questions of the RAM deal which does not seem at all just to us retail shareholders and myself. I put out a plea to the Zanaga Board, if you think this deal is morally and legally just, then publicy answer the questions put to you. For instance, who actually owns RAM? We have our suspicions of overlap! Us retail shareholders are not all wealthy, we also dream and try to look after our families and loved ones as best we can. The world is unkind enough, do your duty BOD. Thank you.

Sean says:

24th October 2026 at 8:16 pm

Thank you for holding the zioc board to account on this, as a small shareholder for a long number of years I would dearly love to see behind the scenes of this latest suspect agreement that has let us down.

Simon says:

26th October 2026 at 9:08 am

Thank you to Share Soc for shining a light on what’s going on here.

I can only echo what has already been said above. I’ve been invested here for over 9 years. I have a very young family and invested a lot of money (for me) into this company. I appreciated the country risks and development costs but didn’t expect to be cheated by our own board of directors. Andrew Trahar and team were supposed to be working on behalf of the shareholders but this deal seems to have been created for the benefit of a handful of related parties who look like they will walk away with near entire ownership of this massive project for a tiny fraction of current NPV.

Denise Carlini says:

26th October 2026 at 9:46 am

I am very grateful to ShareSoc for taking up this issue on behalf of private investors. It seems to me that the governing bodies who monitor these companies are looking the other way. While I’m not a shareholder myself, I have witnessed first-hand the stress that ZIOC’s actions have caused on a family member. It seemed that things were taking a turn for the better in early 2025 with the arrival of all the mining ‘notables’ and claims that things were ‘finally’ moving ahead as they should. It appears quite clearly now that this was all staged to hide a swindle in the making. My loved one is clearly upset, while I am apalled, at what has transpired: the poor terms of the RAM deal after ZIOC claiming so many times that there was a lot of ‘strategic’ interest. From what I’ve been told, there also appear to have been a lot of rules broken – how can someone be working for both the seller and the buyer? That can’t be right. If they get away with this swindle, it will be criminal!

Peter says:

26th October 2026 at 11:58 am

Thanks Sharesoc for taking up the Zenaga case and investigating apparent governance failures in an attempt to hold the Directors and connected parties to account.

The whole thing has a very unpleasant odour and if similar behaviour and disregard for the small investor is allowed to continue then it is doubtful whether AIM is a safe place to invest. The FCA and AIM need to investigate the concerns raised and Zenaga themselves need to answer fully the questions put to them.

Keep up the good work.

Shareholder for several years on my own account and also on behalf of my ailing sister.

Stuart Edwards says:

26th October 2026 at 2:41 pm

An excellent article by ShareSoc, raising a number of concerns that I share, particularly around valuation, independence and the protection of existing shareholders.

I fully appreciate the risks of investing in AIM companies, especially one facing the challenges of developing a project on the scale of Zanaga. However, a significant reason I invested in ZIOC was the repeated reference to strategic investor interest and the prospect of securing a credible development partner.

The strategic investor conundrum

Building on the concerns ShareSoc has already raised, there is one aspect of this transaction that I find particularly difficult to reconcile.

After years of reported engagement with potential strategic investors, and the introduction of experienced mining investors in March 2025, how have we ended up with RAM, a vehicle associated with those already involved with ZIOC?

Three questions I’d particularly like the board to address:

1. What happened to the formal strategic investor bidding process targeted for Q3 2025? Was it undertaken, how many credible parties participated, and what was the outcome?

2. Given the considerable mining expertise, financial resources and industry relationships introduced through the March 2025 investment, why couldn’t those same connections and potential financing arrangements have been utilised directly through ZIOC, allowing existing shareholders to retain a substantially greater interest?

3. What specifically does RAM bring to the table that wasn’t already available through those associated with ZIOC, and how does that justify potentially surrendering 87.5% of the project?

I don’t question the experience or capabilities of the individuals behind RAM. What I struggle with is how years of pursuing strategic investment have culminated in this particular arrangement, and whether it genuinely represents the best outcome achievable for existing shareholders.

David Eastwood says:

26th October 2026 at 5:51 pm

s a ZIOC shareholder, I find the proposed RAM transaction deeply concerning. I fully appreciate that Zanaga needs significant investment to move the project forward, but that should not come at the expense of the shareholders who have funded the company and taken the risk to get it to this stage.

My biggest concern is that control of the company’s principal asset could pass to a related party without a clear, independently assessed valuation, a proper market test or any meaningful exit opportunity for existing shareholders. We are being asked to accept a deal whose headline figures do not, in my view, adequately explain the value being transferred or what shareholders are giving up in return.

It is particularly difficult to accept that the terms were agreed before further work could de-risk the project, potentially allowing RAM to benefit from improvements in the project’s prospects while existing ZIOC shareholders remain exposed to the outcome. The connections between RAM and existing major shareholders make independent scrutiny and robust safeguards even more important.

This is not about opposing investment or preventing Zanaga from progressing. It is about ensuring that the value created by the project is fairly reflected in the terms and that the interests of all shareholders are properly protected. Shareholders deserve full transparency, independent scrutiny and convincing answers to the questions raised before being asked to approve a transaction of this significance.

I am grateful to ShareSoc for raising these concerns. The board needs to demonstrate that it is acting fairly for all shareholders, not simply facilitating a transfer of control.

173531 says:

26th October 2026 at 7:40 pm

Dear ShareSoc Team,
Stephen Brown .
I am writing to you as a long-term private investor in Zanaga Iron Ore Company (ZIOC) to formally lodge my complaints and deep concerns regarding the Red Arc Minerals (RAM) transaction.
I have held my shares in Zanaga since 2019. This investment represents a significant portion of my retirement pension. Like many investors, I stayed loyal to this company for years, over-exposing myself financially because I trusted management’s promise to take this project all the way to production. Instead, it feels as though early investors are being completely frozen out through what can only be described as a corporate “ram raid.”
The structure of the RAM deal allows an outside entity to essentially take near-total control (up to 87.5%) of the Jumelles project subsidiary for a fraction of the asset’s actual multi-billion-tonne value.
Investors funded this company through the difficult years, only to watch control shift entirely to private powerbrokers and new backers just as the project nears potential realization.
Thank you for your continued work protecting private investors.

173513 says:

27th October 2026 at 9:04 am

To ShareSoc, thanks for following up on this issue with Zanaga and also for other Shareholders’ tireless endeavours with raising this issue with yourself. I have been a shareholder in ZIOC for over 10 years and have added over the years for a holding now of over 1/2m shares. I have closely followed the company and feel that the latest re-structure by the company has no consideration for the average shareholder.

I am optimistic that the board will do the right thing, hence consequently, I have retained all of my holding in the company but some transparency and news would be great. I admit, that I do not fully understand all the permutations of the RAM deal but it is certainly not something that I have come across in other dealings. Thanks once again to everyone for raising this as an issue with the company…Michael

Tasos says:

28th October 2026 at 11:10 am

More than 10years in and feels like someone trying to exploit this for personnal interest. We request clarity to long term shareholders

Jan Cullinane says:

28th October 2026 at 2:39 pm

I have been a Shareholder in Zanaga Iron Ore for the past 8 plus yrs and would like to Thank ShareSoc for taking a ,interest in the shady events of this company in the best interest of shareholders.

Roy Webb says:

28th October 2026 at 7:09 pm

Hi. As many have said above thanks for all the efforts of shareholders and ShareSoc in publicising this outrageous behaviour. Ultimately this is a failure of AIM and the London Stock Exchange. It’s not surprising that the numbers of individual shareholders continues to decline when we are treated like this.

Muhammad Hussain says:

28th October 2026 at 11:49 pm

Been invested almost a decade,and feel extremely disappointed. The reason being, that the management has almost robbed the asset away from private investors whilst selling the idea if great potential of the asset via increased projected NPV of billions. Most disappointing is that a publicly listed company’s management can act so out of line with regulatory and shareholder duties is beyond belief. It’s good that you’ve raised the issue and hope that the regulators take a serious look at the misdeeds and the conflict of interest of the management.

Zanaga Iron Ore (AIM: ZIOC): Investors brought in to build the mine, now taking control of it

The deal in brief