Zanaga Iron Ore Company Audited Results for the Year to 31 December 2024

1 July 2025

2024 Highlights and post reporting period end events to 30 June 2025

2024 Feasibility Study Update

·   In April 2024, ZIOC successfully completed its 2024 Feasibility Study ("2024 FS update"), affirming the robust economics of the Company's flagship Zanaga Iron Ore Project (the "Project" or "Zanaga Project") for both stages of the 30Mtpa development project ("30Mtpa Project")

o 12Mtpa Stage One ("Stage One"): Capital investment of US$1.94 billion, operating costs of US$31.5/dmt FOB

o 18Mtpa Stage Two Expansion ("Stage Two"): Additional optional capital investment of US$1.87 billion, reduced operating costs of US$24.9/dmt FOB

Project Development Strategy

·   Four targeted high-impact initiatives are underway, offering combined potential NPV enhancements exceeding US$4 billion:

1) Direct Reduction Iron ("DRI") product quality:

o Positive test work results announced on 25 June 2025, confirming the ability to produce DRI specification pellet feed concentrate with low impurities:

§ Stage One (hematite) concentrate grade results: 68.5 %Fe, 1.05 %SiO₂, 0.47 %Al_₂O₃, 0.034 %P

§ Stage Two (magnetite) concentrate grade results: 69.1 %Fe, 1.96 %SiO₂, 0.40 %Al_₂O₃, 0.028 %P

o Test work results represent a significant improvement in planned product quality versus the 2014 Feasibility Study, particularly in the reduction of impurities (gangue minerals)

o DRI product quality confirmation further reinforces the strategic nature of the Zanaga Project

o The Company is in the process of completing an evaluation of the Net Present Value ("NPV") upside of its planned DRI product - the results of this will be announced shortly

2) Pellet Plant Feasibility Study: Opportunity to construct a pellet plant capable of producing a value added DRI grade pellet products

3) Single Pipeline Feasibility Study: Opportunity to reduce Stage Two capital and accelerate expansion timelines by constructing a single 30Mtpa capacity pipeline in Stage One

4) Dry  Tailings Management: Potential to significantly reduce sustaining capital over the project lifespan by implementing a thickened paste or dry tailings solution for the project

Initiatives and Key Partnerships

·    Strategic MoUs were concluded in 2024 and early 2025

o Power MoU: MoU signed with Centrale Électrique du Congo ("CEC") SA to assess the technical, economic, and legal aspects required for power generation and distribution for the Zanaga Project's needs for its Stage One operations

o Port MoU: MoU signed with Arise Integrated Industrial Platforms Limited ("Arise") to advance the development of the Zanaga Project onshore and offshore port infrastructure

·   Strategic partner initiative

o Approaches received from multiple parties interested in the development of the Zanaga Project. Discussions continue with various parties and the Company will provide further updates in due course.

Corporate

·   Shard Merchant Capital Ltd ("SMC") equity subscription agreements ("Shard ESAs")

o  Second SMC equity subscription agreement (ESA) ("2023 ESA") completed

o  New ESA signed with SMC on 29 June 2024 ("2024 ESA") for up to 36 million ordinary shares in up to three equal tranches

o  SMC block sale completed on 1 July 2024 (the "SMC Block Sale"), raising gross proceeds of £755k, allowing the Company to repay the entirety of its outstanding loan to Glencore. This resulted in ZIOC becoming debt free and remaining so ever since

·   Strategic fundraise and Glencore share buyback

o  In March 2025, ZIOC completed an equity fundraise (the "2025 Fundraise") for gross proceeds of US$23.01m, with a group of investors with significant experience in the mining industry, project and infrastructure development, and strong relationships in Republic of Congo ("RoC"). Key investors included:

§ Greymont Bay LLC ("Greymont Bay"), whose investors and advisors include Mark Cutifani, Tony Trahar, Tony O'Neil, Phil Mitchell, and Heeney Capital Resource Partners

§ Gagan Gupta, Founder and CEO of Arise

§ Sir Mick Davis, a highly successful mining executive accredited with listing, leading and building Xstrata into one of the largest diversified mining companies globally prior to its acquisition by Glencore in 2013

o  Use of the Proceeds from the 2025 Fundraise

§ US$15m of the gross proceeds used to repurchase, and subsequently cancel, Glencore's entire 43% equity shareholding in ZIOC, resulting in the termination of Glencore's Offtake Agreement and Relationship Agreement with the Company

o  Offtake agreement with Gulf Iron and Steel ("GIS"): As a condition of Greymont Bay's cornerstone subscription, marketing rights over 20% of the iron ore products from the Zanaga Project has been allocated to GIS, a consortium of strategic industry entities seeking to develop integrated steel facilities supplied by high-grade pellet feed iron ore to the Americas and the Middle East.

·   Board Appointments: Strengthened leadership with key appointments

o Martin Knauth, CEO, appointed to Board bringing over 30 years' international mining industry experience.

o Phil Mitchell appointed as Non-Executive Director, representing Greymont Bay, bringing extensive strategic and financial expertise from his tenure at Rio Tinto and current role at I-Pulse Group.

·   Cash balance of US$0.11m as at 31 December 2024 and a cash balance of US$3.90m as at 26 June 2025.

Clifford Elphick, Non-Executive Chairman of ZIOC, commented:

"We have enjoyed a transformative period in the company's history, securing the exit of Glencore as a large shareholder and termination of its offtake rights, and the entry of a new group of investors with significant experience in the mining industry, including deep project and infrastructure development expertise. Furthermore key pillars of the strategy were developed to progress and create value at the Zanaga Project. I am confident with the current momentum the Project is on a pathway to realising its true potential"

The Company will post its Annual Report and Accounts for the year ended 31 December 2024 ("2024 Annual Report and Accounts") to shareholders on approximately 10 July 2025.

The 2024 Annual Report and Accounts will be available on the Company's website www.zanagairon.com today.

For further information, please contact:

Zanaga Iron Ore Company Limited

Corporate Development and                         Andrew Trahar

Investor Relations Manager                           +44 20 3916 5021

Panmure Liberum Limited

Nominated Adviser, Financial                        Scott Mathieson, John More, Josh Borlant

Adviser and Corporate Broker                       +44 20 3100 2000

Shard Capital Partners LLP

Corporate Broker                                                Damon Heath

                                                                                   +44 207 186 9952

BlytheRay

Public Relations                                                   Tim Blythe, Megan Ray, Will Jones

                                                                                   +44 20 7138 3204

About us:

Zanaga Iron Ore Company Limited (AIM ticker: ZIOC) is an iron ore exploration and development company, with the Company's flagship asset being its 100% owned Zanaga Iron Ore Project located in the Republic of Congo, for which the Government Mining Licence, Environmental Permit and Mining Convention are all in place.

In light of changes in the world's economy and growing demand for more efficient low carbon emission steel production, the Zanaga Project is positioned to become one of the largest producers of high grade premium DRI pellet feed iron ore.

Chairman's Statement

Dear Shareholder,

Following the acquisition of Glencore's shareholding in ZIOC in March 2025, and the entry of new shareholders with substantive experience in mining project development, we now have strong momentum from a supportive stakeholder base with the intention of accelerating the 12Mtpa Stage One project through to a construction decision. Iron ore prices have maintained robust levels for a substantial period of time and a strong outlook for premium high quality iron ore products positions the Zanaga Project as a strategic development asset.

Iron ore market

Iron ore prices experienced some fluctuation in 2024, starting the year strong but experiencing some downward pressure in the fourth quarter before returning to more normalised levels. During the year, Chinese imports of seaborne iron ore increased despite declining steel output, due to the replacement of lower quality domestic production and rebuilding of inventories. The long term demand for high grade iron ore is expected to strengthen, despite near term challenges. This is largely driven by global decarbonisation efforts, evolving steelmaking technologies, and shifts in supply dynamics due to declining grades. This provides impetus for the development of high grade iron ore projects such as the Zanaga Project.

DRI product quality test work update  

The steel industry is a significant source of air pollution and greenhouse gas emissions, ranking among the most polluting industries globally. It is estimated that steel production is responsible for 7-9% of all fossil fuel based CO₂ emissions.

Globally the blast furnace steel making route, accounts for ~70% of global steel production and balance 30% through electric arc furnace ("EAF") route, utilising DRI as a source of pure iron units in combination with scrap to produce steel products. EAFs generally produce significantly lower emissions, often around 0.5 tonnes of CO₂ per tonne of steel, and even lower when using renewable electricity, compared to blast furnace process is carbon-intensive, with emissions typically ranging from 2.0 to 2.2 tonnes of CO₂ per tonne of crude steel. Furthermore, the adoption of EAF technology enables more efficient, and typically lower capital and operating cost steel production. The share of steel making through the EAF route is widely expected to increase as the world and global corporations work toward achieving net-zero emissions and a lower cost, more efficient steel industry. Decarbonisation of steel making is expected to be done through increasing production through EAF route using DRI which is made from DRI grade pellets, requiring high grade pellet feed such as that from Zanaga Project.

Recent metallurgical tests confirmed Zanaga's ability to produce DRI grade pellet feed concentrates (more than 68% Fe with low impurities). The achievement of this milestone is very significant for the Project, enhancing its strategic attractiveness and economic potential.

During Q2 2025, the Company commissioned and completed a metallurgical laboratory test work programme aimed at determining the ability of the Zanaga Project to produce DRI grade pellet feed concentrate across its full 30Mtpa planned production scale, including both Stage One and Stage Two. The primary test work programme was conducted in China, involving comprehensive laboratory analyses, employing magnetic separation and flotation processes. The adjustments to the Zanaga Project's planned process flow sheet is expected to have no significant change to capital and operating costs. The results demonstrated a DRI specification pellet feed product and these results were then also separately independently confirmed through a test work programme was completed in the United Kingdom.

These results will have significant positive impact to the Zanaga Project economics, a detailed assessment of this upside will be completed and shared by the Company shortly.

Strategic fundraise and Glencore share buyback

In March 2025, ZIOC successfully concluded the buyback of Glencore's entire equity shareholding for US$15m, resulting in the termination of prior Relationship and Offtake Agreements. This pivotal transaction provided greater strategic autonomy and enabled new cornerstone investors to participate in the equity fundraise, which secured US$23.01m in gross proceeds.

Our new investors, notably Greymont Bay, led by industry veterans including Mark Cutifani, Tony Trahar, Tony O'Neill, and Phil Mitchell, alongside Gagan Gupta of Arise and Sir Mick Davis, bring world-class expertise and strategic relationships critical for advancing the Zanaga Project.

The acquisition of Glencore's shareholding and the successful equity fundraising have positioned us strongly, enhancing both our financial stability and strategic flexibility to advance the Zanaga Project towards a construction decision.

Subscription Agreement with Shard Merchant Capital Ltd

ZIOC completed a successful Subscription Agreement with Shard Merchant Capital Ltd ("SMC"), securing essential funding and enabling full repayment of the Company's previous loan from Glencore. Consequently, ZIOC became, and remains, debt-free.

Project Development Opportunities

The management team have identified and progressed work on four key opportunities. These are exciting opportunities that are targeted to increase the NPV of the project by in excess of US$4 billion, and when completed by the end of year have the potential be one of the most value creating project in the Project's recent operating history.

1.    Direct Reduction Iron ("DRI") test work: Significant progress to verify, through laboratory based tests, that the Project can produce DR specification pellet feed products of more than 68% Fe grade. This successful test confirmation is expected to result in a significant increase of NPV of the Project versus the 2024 FS update results. The Company is in the process of evaluating the expected economic impact of these results and the results of this will be announced shortly.

2.    Pellet Plant Feasibility Study: Feasibility study in progress to evaluate the opportunity to construct a pellet plant as part of the Project producing value added DRI specification pellets which has the potential to increase the NPV of the Project by up to US$1bn.

3.    Single 30Mtpa capacity pipeline: An opportunity is being studied to reduce overall Project capex by c.US$0.7bn and accelerate timing of the Stage Two expansion, through the construction of a single 30Mtpa capacity pipeline in Stage One. A contractor has been identified for detailed assessment and a feasibility study level costing for this single pipeline is planned for completion during 2025.

4.    Dry Thickened Tailings Feasibility Study: A large wet tailings storage facility is currently planned for the Project. An opportunity exists to utilise thickened paste or filtered tailings technology to reduce moisture content, thus creating substantial benefits such as reducing sustaining capex. This has the potential to deliver up to US$2bn of sustaining capex savings over the life of the mine. The non-monetary impact is expected to include reduced construction and operation complexity, and simplified rehabilitation.

Corporate Developments

We welcomed Martin Knauth as Chief Executive Officer and Executive Director and Phil Mitchell as a Non-Executive Director, bolstering our leadership with extensive mining and development expertise critical for the project's next phase.

Additionally, strategic MoU's were signed with Arise for essential port infrastructure development and with CEC for robust and sustainable power solutions. These partnerships materially de-risk our project and pave the way for streamlined logistics and reliable power supply.

Appointment of joint Corporate Broker

In March 2024, ZIOC appointed Shard Capital Partners LLP ("SCP") as Joint Corporate Broker, alongside Panmure Liberum Limited, who are also the Company's Nominated Advisor and Joint Broker. The addition of SCP to ZIOC's advisory team provides further support to the Company, and additional resources as the Company looks to advance to the next stage of development on the Zanaga Project.

Cash Reserves and Project Funding

At 31 December 2024 the Group had cash reserves of US$0.11m. As at 29 June 2025, ZIOC has outlined a Project Work Programme and Budget as outlined below. The Company and Group had cash reserves of US$3.90m as at 26 June 2025.

Following completion of the 2025 Fundraise the Company is in a significantly improved financial position. Based on the current cost base at the Zanaga Project, the board of directors of ZIOC believes that the Company and Group will be adequately positioned to support its operations going forward in the near future.

The Fundraising has removed any material uncertainty which could give rise to significant doubt over the Company and Group's ability to continue as a going concern and, therefore, believes that the Company will be able to realise its assets and discharge its liabilities in the normal course of business. The Board is satisfied the Company and Group will have sufficient funds to meet its own working capital requirements up to, and beyond, twelve months from the approval of these accounts.

The Group continues to review the costs of its operational activities with a view to conserving its cash resources. As part of such review, and in order to preserve the cash position of the Group, it has been agreed with the Directors since January 2023 that fees previously deferred would be reviewed.

Outlook

With the strengthened financial position, strategic partnerships established, and substantial progress on key project enhancements, ZIOC is entering its most exciting phase to date. We remain confident in the significant inherent value of the Zanaga Project and our strategic direction towards construction readiness.

Our assessment of opportunities that have the potential to unlock existing infrastructure solutions, as well as options available for lowering capital and operating costs of the project have been a key focus of the team, along with the process of finding a strategic partner to develop the project, we hope to provide an update on these initiatives in due course.

Clifford Elphick

Non-Executive Chairman

Business Review

The Zanaga Project remains a unique, large scale, tier one asset with the flexibility to be developed in stages - minimising upfront capital expenditure and enabling self-financing to 30Mtpa production scale.

The Project Team have dedicated significant effort to securing updated development costs associated with the flagship 30Mtpa project and are pleased with the results of the 2024 FS Update, bringing the cost estimates of the 30Mtpa Zanaga Project in line with current market pricing. ZIOC's Chinese EPC Partner, who led the 2024 FS update process, also possesses substantial technical capabilities in iron ore process plant design and engineering, as well as unique technology expertise in iron ore processing. The 2024 and 2025 work program includes a number of value-adding opportunities which continue to be vigorously investigated.

Project Development Strategy

Four key workstreams were identified which have the potential to result in high impact value improvement outcomes for the Zanaga Project. The combined impact from these workstreams is targeted to increase the NPV of the Project by more than c.US$4 billion.

·    Product Quality Enhancements - Direct Reduction Iron ("DRI") test work

Demand for decarbonisation is driving a major iron ore market shift, with decarbonisation of the steel supply chain expected to result in a supply deficit in premium higher grade iron ore products - reinforcing Zanaga's strategic value.

DRI grade products holds significant importance in modern steel manufacturing due to its high purity and role as a feedstock into EAFs which offer a more cost-effective, and more environmentally friendly steel production alternative to traditional blast furnace methods. EAFs require lower capital investment and maintenance; they can be installed and operated with significantly lower upfront costs, using natural gas or hydrogen instead of expensive and environmentally harmful coking coal as the primary reduction source, and can operate under lower thermal stress, which reduces maintenance frequency and costs over time. The advantages of employing this production method give projects that can deliver DRI specification pellet feed concentrate a substantial market opportunity.

During Q2 2025, the Company commissioned and completed a metallurgical laboratory test work programme aimed at determining the ability of the Zanaga Project to produce DRI grade pellet feed concentrate across its full 30Mtpa planned production scale, including both Stage One (12Mtpa) and Stage Two (18Mtpa expansion).

Representative samples of the Zanaga Project resource were assembled from both hematite and magnetite orebody lithologies, required for the Stage One and Stage Two phases of the Zanaga Project respectively.

The primary test work programme was conducted in China, involving comprehensive laboratory analyses, employing magnetic separation and flotation processes. Adjustments to the Zanaga Project's planned flow sheet resulted in the optimisation of process configuration and, in some cases, replacement of certain processing equipment in the original flow sheet. ZIOC's team of expert technical consultants have guided that there should be no expectation of any significant change to capital and operating costs as a result of the changes to the flow sheet. This successful test confirmation provides substantial NPV upside potential for the project.

A summary of the test results is provided below:

Following the achievement of the positive results above, a separate independent confirmatory test work programme was completed in the United Kingdom, utilising a separate sample of the two orebody lithologies. The results from this confirmatory work validated the test work results conducted in China.

The Zanaga Project DRI test results fall squarely within or ahead of industry benchmarks for DRI feed. Both its hematite and magnetite concentrates have demonstrated to exceed the minimum DRI feed requirement of 66%-67%Fe, have low gangue (SiO₂ + Al₂O₃) and ultra‐low impurities - highlighting their full technical compliance for DRI grade product quality.

The achievement of DRI product quality test results is a significant milestone for the Zanaga Project, positioning the Company to potentially capitalise on the rising global demand for premium quality, low carbon footprint steel products. The successful results from both hematite and magnetite samples validates the robustness of the Zanaga Project's planned processing approach. The ability to consistently produce high grade DRI pellet feed concentrate, suitable for DRI pellet production to supply EAF steel customers, provides a clear competitive advantage and highlights the Zanaga Project's investment appeal to strategic and financial investors, whilst contributing to sustainable steelmaking and aligning with global efforts to reduce industrial carbon footprints.

·    Pellet Plant Feasibility Study

The Republic of Congo is striving to develop new industrial manufacturing capability. Significant gas and energy availability in RoC provides an ideal environment for potential pelletisation of Zanaga's high grade iron ore products.

A study is being conducted to evaluate the opportunity to monetise a pellet plant strategy at sites well suited to host Zanaga's downstream pelletisation facilities with the potential to increase the NPV by up to US$1bn. Priority will be given to evaluation of sites in the Pointe -Indienne SEZ in RoC, or sites identified in the Middle East.

·    Single 30Mtpa capacity pipeline Feasibility Study

An opportunity exists to construct a single buried 30Mtpa capacity pipeline for the Project's 12Mtpa Stage One development. This would eliminate the need to construct a second independent pipeline to support the 18Mtpa Stage Two expansion (to 30Mtpa total production). This is targeted to reduce Stage Two capital costs by c.US$0.7bn, reduce environmental impact, enable the acceleration of the Stage Two expansion, and streamline the self-financing of Stage Two from Stage One cash flows.

·    Dry Tailings Feasibility Study

A large wet Tailings Storage Facility ("TSF") is currently planned for the base case staged development project. An opportunity exists to utilise thickened paste or filtered tailings technology to reduce moisture content, thus creating substantial benefits such as reducing long term management costs (via reduced sustaining capital), and enable a smaller footprint TSF with simpler operation and progressive rehabilitation. It is estimated that, if successful, this has the potential to deliver up to US$2bn of sustaining capex savings over the life of the mine.

30Mtpa Staged Development Project

The Project Team's ultimate objective remains to develop the flagship 30Mtpa staged development project. Stage One is now planned to produce 12Mtpa of premium DRI quality 68.5% Fe content iron ore pellet feed at bottom quartile operating costs for more than 30 years on a standalone basis.

The Stage Two expansion of an additional 18Mtpa is nominally scheduled to suit the project mine development, construction timing and forecast cash flow generation, and would increase the Project's total production capacity to 30Mtpa. Stage Two is planned to produce an even higher premium DRI quality 69.1% Fe content iron ore pellet feed, at similarly low operating costs. The capital expenditure for the additional 18Mtpa production, including contingency, is planned to be financed from the cash flows from the Stage One phase.

The Zanaga Project Team has continually taken steps to add value and enhance optionality for the development of the Zanaga Project. The Project Team maintained its view that high quality products will continue to achieve significant price premiums in the future and has sought to lock in this additional revenue benefit into the Project's development plan.

The Project Team continues to systematically engage in activity to ascertain opportunities for optimisation of the Project and will update the market as these improvements develop.

2024 FS update study results

In 2023 the Company's Chinese EPC Partner led a process to update the economic evaluation of the Zanaga 30 Mtpa staged development project. Using the 2014 FS infrastructure designs, flowsheets and material take off lists, direct and indirect cost estimates were updated to current market pricing using Chinese major equipment and contractor pricing for both Stage One and Stage Two of the Zanaga Project, inclusive of buried concentrate pipeline and port infrastructure.

2024 FS Capital & Operating Costs

These results compared favourably against the previous 2014 FS capital and operating costs estimates, as outlined below;

Since 2014, the Company has conducted a number of technical and economic review exercises using third party western technical consulting firms, which resulted in high level estimations of the costs to develop the project at that time, but only to a Preliminary Economic Assessment (PEA) or Pre-Feasibility Study (PFS) level of definition. The 2024 FS update was concluded to a higher degree of accuracy (+/- 20%)), being full feasibility study level of definition. In addition, the results provided by ZIOC's Chinese EPC Partner were independently reviewed and validated by a third party technical consulting firm.

The Company believes these positive results provide much greater confidence in the Project's economic feasibility in today's market and cost environment, and with this, provides a key catalyst for potential strategic investors to consider funding of the next logical Project phase, being the front-end engineering and design ("FEED") program to further define the Project's physical elements and risk abatement strategies.

Corporate initiatives update

The Company outlined its strategic objectives, including the intention to secure MoUs with a number of potential partners to progress the Zanaga Iron Ore Project. An update on each MoU workstream is provided below:

1)    Power MoU: Signed with CEC SA to assess the technical, economic, and legal aspects required for power generation and distribution for the Zanaga Project's needs for its Stage One operations. CEC is a private power producer based in the Republic of Congo, owned by the Government of the Republic of Congo (80%) and Eni Congo (20%). With an installed capacity of 484 MW from its assets located in Côte Matève and Pointe-Noire, CEC currently supplies more than 70% of the country's electricity demand, benefitting from the vast gas resources developed by Eni Congo. Furthermore, CEC and related partners are uniquely positioned in the country to support Zanaga Project to source its power requirement from hydroelectric and solar options.

2)    Port MoU: Signed with Arise to advance the development of the Zanaga Project onshore and offshore port infrastructure. Under the agreement ZIOC and Arise will collaborate on completing the engineering work required for required infrastructure to enable export of products from Zanaga Project. Arise is a large international corporation whose core divisions and specialties are developing industrial ecosystems inclusive of design, financing, construction and operation of interconnected infrastructure, with a particular focus on Africa. Arise is leading the development of a Special Economic Zone ("SEZ") at Pointe-Noire and is therefore uniquely positioned to host the Zanaga Project's concentrate handling facility within the SEZ and develop a mutually beneficial mineral export facility.

3)    Strategic partner initiative: Following the completion of the acquisition of Glencore's shareholding in ZIOC in March 2025, a number of potential strategic partners have approached ZIOC with an interest in participating in the development of the Zanaga Project. Discussions continue and the Company will provide further updates in due course.

Glencore exit and entry of a new investor group

In March 2025, ZIOC completed the 2025 Fundraise, raising gross proceeds of US$23.01m, from a group of investors with significant experience in the mining industry, project and infrastructure development, and strong relationships in RoC. Key investors included:

·    Greymont Bay with investors and advisors included Mark Cutifani, Tony Trahar, Tony O'Neil, Phil Mitchell, and Heeney Capital Resource Partners.

·    Gagan Gupta, Founder and CEO of Arise

·    Sir Mick Davis: A highly successful mining executive accredited with listing, leading and building Xstrata into one of the largest diversified mining company globally prior to its acquisition by Glencore in 2013

Use of the Proceeds from the 2025 Fundraise:

·    US$15m of the gross proceeds used to repurchase, and subsequently cancel, Glencore's entire 43% equity shareholding in ZIOC, resulting in the termination of Glencore's Offtake Agreement and Relationship Agreement with the Company.

·    The balance gross proceeds of US$8.01m proceeds has provided the Company with more than 12 months of corporate and project level working capital expenditure. This enables the advancement of strategy aimed at further enhancing the Zanaga Project's robust economics.

As a condition of Greymont Bay's cornerstone subscription, an offtake agreement with GIS was entered into, providing marketing rights over 20% of the iron ore products from the Zanaga Project. GIS is a consortium of strategic industry entities seeking to develop integrated steel facilities supplied by high grade pellet feed iron ore to the Americas and the Middle East.

Subscription Agreement with Shard Merchant Capital Ltd

The Company has been pleased with the success of its ESAs with SMC which provided the Company with access to funding through a relatively low cost structure that minimised dilution to shareholders. As a result, the Company entered into a new 2024 ESA with SMC on 1 July 2024.

An overview of the two ESAs that were active during 2024 is provided below:

1)    2023 ESA

a.    On 1 July 2023 ZIOC announced that the Company had entered into a Subscription Agreement with SMC. Under the Subscription Agreement, the Company issued and SMC subscribed for up to 36 million ordinary shares of no par value in the Company in three tranches of 12 million shares each

b.    Total net proceeds of £2,266,255 were received from the facility

2)    2024 ESA

a.    As announced by the Company, on 1 July 2024 the Company entered into the 2024 ESA with SMC.

b.    Under the Subscription Agreement, the Company can issue, and SMC will then subscribe for, up to 36 million ordinary shares of no par value in the Company in three tranches of 12 million shares each (the First tranche was issued immediately on 1 July 2024).

On 1 July, SMC Block sale of 14,380,953 shares at a price of 5.25 pence per share ("2024 Fundraise Price"), and simultaneously the Company completed subscriptions of new ordinary shares at the 2024 Fundraise Price with Glencore, of approximately US$300,000 in aggregate; and Mr Clifford Elphick of approximately US$20,000 in aggregate. The entirety of the Company's remaining US$744k outstanding loan to Glencore at the time was repaid on 10 July 2024 as a result of receipt of this funding. ZIOC then became debt free, and has remained so ever since.

The balance proceeds received by the Company from SMC pursuant to the Subscription Agreement have been applied to general working capital, including the provision of further contributions to the Zanaga Project's operations.

Next Steps

Throughout the remainder of 2025, the Project Team will focus on engaging with our selected partners to complete the FEED phase for the Stage One of the Zanaga project, while investigate applicability of new iron ore processing technology to the Zanaga Project, and continuing to support the initiative to secure strategic partners interested in the development of the Project.

Financial Review

Results from operations

The financial statements contain the results for the Group's fifteenth full year of operations following its incorporation on 19 November 2009. The Group made a total comprehensive loss in the year of US$2.3m (2023: total comprehensive loss US$2.7m). The total comprehensive income for the year comprised:

General expenses of US$2.3m (2023: US$2.7m) consists of Administration expenditure in Congo of US$1.2m (2023: US$1m), director fees Nil (2023: US$0.4m), technical fees US$0.5m (2023: US$0.8m), long Term Incentivisation Plan ("LTIP") Nil (2023 Nil), and US$0.7m (2023: US$0.5m) of other general operating expenses.

Financial Position

ZIOC's Net Asset Value ("NAV") of US$85.5m (2023: US$85.8m) comprises of US$85.3m of exploration and evaluation assets, US$0.6m of PPE, US$0.11m (2023: US$0.9m) of cash balances, and US$0.42m (2023: US$1m) of other net current liabilities.

Subscription Agreement concluded with Shard Merchant Capital Ltd

As outlined in the Chairman's Statement above, on 1 July 2024 ZIOC entered into a 2024 ESA with SMC, a financial services provider. Subsequently Company completed SMC Block sale of 14,380,953 shares at a price of 5.25 pence per share, and simultaneously the Company completed subscriptions of new ordinary shares at the same price with Glencore as of 2024 Fundraise Price, of approximately US$300,000 in aggregate; and Mr Clifford Elphick of approximately US$20,000 in aggregate.  

Pursuant to the 2024 ESA, SMC used its reasonable endeavours to place the relevant Subscription Shares that it has subscribed for and to pay to ZIOC 95% of the gross proceeds of such sales.

The entirety of the Company's remaining US$744k outstanding loan to Glencore at the time was repaid on 10 July 2024 as a result of receipt of this funding. ZIOC then became debt free, and has remained so ever since.

Net Cash flow

Cash balances decreased by US$0.811m during 2024 (2023: increase of US$0.503m). Operating activities utilised US$1.2m (2023: US$1.4m). The Company raised funds of US$2.03m from share issuance during the year including US$ 0.02m from the chairman. The Glencore loan was fully settled by cash of US$1.385m and US$0.3m settled by share subscription from Glencore.

Reserves & Resource Statement

The Zanaga Project has defined a 6.9bn tonne Mineral Resource and a 2.1bn tonne Ore Reserve, reported in accordance with the JORC Code (2012) unaudited by MHA, and defined from only 25km of the 47km strike length of the orebody so far identified.

Ore Reserve Statement

The Ore Reserve estimate (announced by the Company on 5 May 2021) was prepared by independent consultants, SRK Consulting (UK) Ltd ("SRK") and is based on the 30Mtpa Feasibility Study and the 6,900Mt Mineral Resource (announced by the Company on 8 May 2014).

As stipulated by the JORC Code, Proven and Probable Ore Reserves are of sufficient quality to serve as the basis for a decision on the development of the deposit. Based on the studies performed, the mine plan as reported in the 2014 FS was reassessed in respect of the updated sales revenue, operating expenditure and capital expenditures and confirmed as of 31 December 2020 to be technically feasible and economically viable.

Notes:

Long term price assumptions are based on a CFR IODEX 65%Fe forecast of US$90tdry (USc138/dmt) with adjustments for quality, deleterious elements, moisture and freight.

Discount Rate 10% applied on an ungeared 100% equity basis

Mining dilution ranging between 5% and 6%

Mining losses ranging between 1% and 5%

Note: The full Ore Reserve Statement is available on the Company's website (www.zanagairon.com)

Mineral Resource

Reported at a 0% Fe cut-off grade within an optimised Whittle shell representing a metal price of 130 USc/dmt. Mineral Resources are inclusive of Reserves. A revised Mineral Resource, prepared in accordance with the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the JORC Code, 2012 Edition) was announced on 8 May 2014 and is available on the Company's website (www.zanagairon.com).

Note: The figures shown are rounded; they may not sum to the subtotals shown due to the rounding used.

The Mineral Resource was estimated as a block model within constraining wireframes based upon logged geological boundaries. Tonnages and grades have been rounded to reflect appropriate confidence levels and for this reason may not sum to totals stated.

Geological Summary

The Zanaga iron ore deposit is located within a North-South oriented (metamorphic) Precambrian greenstone belt in the eastern part of the Chaillu Massif in South Western Congo. From airborne geophysical survey work, and morphologically, the mineralised trend constitutes a complex elongation in the North-South direction, of about 47 km length and 0.5 to 3 km width.

The ferruginous beds are part of a metamorphosed, volcano-sedimentary Itabirite/banded iron formation ("BIF") and are inter-bedded with amphibolites and mafic schists. It exhibits faulted and sheared contacts with the crystalline basement. As a result of prolonged tropical weathering the BIF has developed a distinctive supergene iron enrichment profile.

At surface there is sometimes present a high grade ore (+60% Fe), classified as canga, of apparently limited thickness (<5m) capping a discontinuous, soft, high grade, iron supergene zone of structure-less hematite/goethite of limited thickness (<7m). The base of the high-grade supergene iron zone grades quickly at depth into a relatively thick, leached, well-weathered to moderately weathered friable hematite Itabirite with an average thickness of approximately 25 metres and grading 45-55% Fe.

The base of the friable Itabirite zone appears to correlate with the moderately weathered/weakly weathered BIF boundary, and fresh BIF comprises bands of chert and magnetite/grunerite layers.

Competent Persons

The statement in this announcement relating to Ore Reserves is based on information compiled by Dr Iestyn Humphreys, FIMM, AIME, PhD who is a Corporate Consultant, and Practice Leader with SRK. He has sufficient experience relevant to the style of mineralisation and type of deposit under consideration and to the activity he is undertaking to qualify as a Competent Person as defined in the JORC Code (2012). The Competent Person, Dr Iestyn Humphreys, confirms that the Ore Reserve Estimate is accurately reproduced in this announcement and has given his consent to the inclusion in the report of the matters based on his information in the form and context within which it appears.

The information in this announcement that relates to Mineral Resources is based on information compiled by Malcolm Titley, BSc MAusIMM MAIG, of CSA Global (UK) Ltd. Malcolm Titley takes overall responsibility for the report as Competent Person. He is a Member of the Australasian Institute of Mining and Metallurgy ("AUSIMM") and has sufficient experience, which is relevant to the style of mineralisation and type of deposit under consideration, and to the activity he is undertaking, to qualify as a Competent Person in terms of the JORC Code. The Competent Person, Mr Malcolm Titley, has reviewed this Mineral Resource statement and given his permission for the publication of this information in the form and context within which it appears.

Definition of JORC Code

The Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (2012) as published by the Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Minerals Council of Australia.

Principal Risks & Uncertainties

The principal business of ZIOC currently comprises managing ZIOC's interest in the Zanaga Project, including the Jumelles group, and monitoring the development of the Project and engaging in discussions with potential investors. The principal risks facing ZIOC are set out below. Risk assessment and evaluation is an essential part of the Group's planning and an important aspect of the Group's internal control system. Overall, these potential risks have remained broadly constant over the past year.

Risks relating to iron ore prices, markets and products

The ability to raise finance for the Project is largely dependent on movements in the price of iron ore. Iron ore prices have historically been volatile and are primarily affected by the demand for and price of steel and the level of supply of iron ore. Such prices are also affected by numerous other factors beyond the Company's and the Jumelles group's control, including the relative exchange rate of the U.S. dollar with other major currencies, global and regional demand, political and economic conditions, production levels and costs and transportation costs in major iron ore producing regions.

While it appears to be the case that there has been some degree of stabilisation of iron ore prices in the global market for iron ore, the duration of such stabilisation remains uncertain. The level of iron ore prices in the global market for iron ore continues to be subject to uncertainty. Although the 2014 FS identifies the product from the Project and the potential demand for such product within a range of iron ore prices, there are no assurances that the demand for the Project's product will be sufficient in quantity or in price to ensure the economic viability of the Project or to enable finance for the development of the Project to be raised. Furthermore, the range of iron ore prices in the 2014 FS will need to be reviewed so as to reflect changed market conditions and changed expectations relating to the supply and demand for iron ore. Such risk is reviewed constantly and any relevant changes considered.

Risks relating to an EPP

For some considerable period, an initiative has been and is being carried out to investigate the possibility of a low cost small scale start-up, using existing infrastructure, focussing on a standard 62% Fe benchmark iron ore product or a high grade 65% Fe pellet feed iron ore product that would involve simple 'processing' applications. In conjunction with this, the possibility of a low cost small scale start-up involving the production of a pellet feed concentrate and conventional pelletisation continues to be investigated. This initiative also involves the assessment of methods of providing the necessary power requirements as well as logistical support to enable the product to be transported to an available exit port. There will also be the need to put in place the appropriate contractual and permitting arrangements. There is a risk that such kind of start-up is found not to be viable or is not proceeded with for other reasons or is delayed. Such risk is reviewed constantly and any relevant changes considered.

Risks relating to financing the Zanaga Project

Any decision of the Company to proceed with construction of the mine and related infrastructure (or any variant such as a low capital cost, small scale start-up EPP Project) is itself dependent upon the ability of the Company to raise the necessary debt and equity to finance such construction and the initial operation of the mine (or any variant such as a low-cost small scale start-up). The Company may be unable to obtain debt and/or equity financing in the amounts required, in a timely manner, on favourable terms or at all and should this occur, it is highly likely to pose challenges to the proposed development of the Zanaga Project and the proposed timeline for its development. Moreover, the poor current global equity and credit environment may pose additional challenges to the ability of the Company to secure equity or debt finance or to secure equity or debt finance on acceptable terms, including as to rates of interest. Current volatile global market conditions and increasing political and geopolitical tensions could also adversely impact the ability to finance the Zanaga Project. Such risk is reviewed constantly and any relevant changes considered.

Risks relating to financing of the Company

The Company will not generate any material income until an operating stage of the Project has been constructed and mining and export of the iron ore has successfully commenced at commercial volumes. In the meantime, the Company will continue to expend its cash reserves. Should the Company seek to raise additional finance, it may be unable to obtain debt and/or equity financing in the amounts required, in a timely manner, on favourable terms or at all.

If construction of the mine and related infrastructure proceeds (including any preparatory steps associated with the construction of the mine and related infrastructure) or any small scale start-up proceeds, and ZIOC elects to fund its pro rata equity share of construction capital expenditure, there is no certainty as to its ability to raise the required finance or the terms on which such finance may be available.

If ZIOC raises additional funds (including for the purpose of funding the construction of the Project or any part of the Project, including any small-scale start-up) through further issuances of securities, the holders of ordinary shares could suffer significant dilution, and any new securities that ZIOC issues could have rights, preferences and privileges superior to those of the holders of the ordinary shares.

If the Company fails to generate or obtain sufficient financial resources to develop and operate its business, this could materially and adversely affect the Company's business, results of operations, financial condition and prospects. Current negative global market conditions and increasing political and geopolitical tensions could also adversely impact the ability to finance the Company. Such risk is reviewed constantly and any relevant changes considered.

Risk relating to Ore Reserve estimation

Ore Reserve estimates include diluting materials and allowances for losses, which may occur when the material is mined. Appropriate assessments and studies have been carried out and include consideration of and modification by realistically assumed mining, metallurgical, economic, marketing, legal, environmental, social and governmental factors. These assessments demonstrate at the time of reporting that extraction could reasonably be justified. Ore Reserve estimates are by their nature imprecise and depend, to a certain extent, upon statistical inferences and assumptions which may ultimately prove unreliable. Estimated mineral reserves or mineral resources may also have to be recalculated based on changes in iron ore or other commodity prices, further exploration or assessment or development activity and/or actual production experience. Such risk is reviewed constantly and any relevant changes considered.

Host country related risks

The operations of the Zanaga Project are located mainly in the RoC. These operations will be exposed to various levels of political, regulatory, economic, taxation, environmental and other risks and uncertainties. As in many other countries, these (varying) risks and uncertainties can include, but are not limited to: political, military or civil unrest; fluctuations in global economic and market conditions impacting on the economy; terrorism; hostage taking; extreme fluctuations in currency exchange rates; high rates of inflation; labour unrest; nationalisation; changes in taxation; illegal mining; restrictions on foreign exchange and repatriation. In addition, the RoC is an emerging market and, as a result, is generally subject to greater risks than in the case of more developed markets.

HIV/AIDS, malaria and other diseases are prevalent in the RoC and, accordingly, the workforce of the ZIOC group and of the Jumelles group will be exposed to the health risks associated with the country. The operating and financial results of such entities could be materially adversely affected by the loss of productivity and increased costs arising from any effect of HIV/AIDS, malaria and other diseases on such workforce and the population at large.

Weather conditions in the RoC can fluctuate severely. Rainstorms, localised flooding and other adverse weather conditions are common and can severely disrupt transport in the region where the Jumelles group operates and other logistics on which the Jumelles group is dependent.

The host country related risks described above could be relevant both as regards day-to-day operations and the raising of debt and equity finance for the Project. The occurrence of such risks could have a material adverse effect on the business, prospects, financial condition and results of operations of the Company and/or the Jumelles group. Such risk is reviewed constantly and any relevant changes considered.

Risks relating to the Project's licences and the regulatory regime

The Project's Mining Licence was granted in August 2014 and a Mining Convention has been entered into. With effect from 20 May 2016, the Zanaga Mining Convention has been promulgated as a law of the RoC, following ratification by the Parliament of the RoC and publication in the Official Gazette.

The holder of a mining licence is required to incorporate a Congolese company to be the operating entity and the Congolese Government is entitled to a free participatory interest in projects which are at the production phase. This participation cannot be less than 10%. Under the terms of the Mining Convention, there is a contingent statutory 10% free participatory interest in favour of the Government of the RoC as regards the mine operating company and a contingent option for the Government of the RoC to buy an additional 5% stake at market price.

The granting of required approvals, permits and consents may be withheld for lengthy periods, not given at all, or granted subject to conditions which the Jumelles group may not be able to meet or which may be costly to meet. As a result, the Jumelles group may incur additional costs, losses or lose revenue and its business, result of operations, financial condition and/or growth prospects may be materially adversely affected. Failure to obtain, renew, enforce or comply with one or more required approvals, permits and consents could have a material adverse effect on the business, prospects, financial condition and results of operations of the Company and/or the Jumelles group. Mitigation of such risks is in part dependent upon the terms of the Mining Convention and compliance with its terms. Such risk is reviewed constantly and any relevant changes considered.

Transportation and other infrastructure

The successful development of the Project (including any low cost small scale start-up) depends on the existence of adequate infrastructure and the terms on which the Project can own, use or access such infrastructure. The region in which the Project is located is sparsely populated and difficult to access. Central to the Zanaga Project becoming a commercial mining operation is access to a transportation system through which it can transport future iron ore product to a port for onward export by sea. In order to achieve this, it will be necessary to access an export facility at Pointe Indienne, which is still to be constructed, or some other exit port in the case of a low-cost small scale start-up.

Following the publication of the 2024 FS Update, confirmation and support was received from RoC that the Company may partner directly with other logistics and power Companies to solve the port and power infrastructure challenges.

The MoU now in place with Arise allows for the advance of engineering, design and operating agreement processes to commence, the schedule of which is aligned with the Company's Project schedule.

Failure to construct the proposed pipeline and/or facilities at the proposed new port and/or other needed infrastructure or a failure to obtain access to and use of the proposed new port and/or other needed infrastructure or a failure to do this in an economically viable manner or in the required timescale could have a material adverse effect on the Project.

In the case of a low cost small scale start-up, failure to put in place the necessary logistical requirements (including trucking, rail transportation and port facilities) and/or other needed infrastructure or a failure to obtain access to and use of the proposed logistical requirements or a failure to do this in an economically viable manner or in the required timescale could have a material adverse effect on the Project.

Similarly with the development of an export facility, the Company has agreed an MoU with CEC in Pointe-Noire, to explore and define power solutions and tariff profiles for both Stage One and Stage Two between existing gas-fired generation and in partnership with other, hydroelectric and solar hybrid systems.

Likewise with Arise for the export facility, CEC's schedule is aligned with the Company's Project schedule.

The availability of reliable and continuous delivery of sufficient quantity of power to the Project at an affordable price will also be a significant factor on the costs at which iron ore can be produced and transported to any proposed exit port and will impact on the economic viability of the Project.

Reliable and adequate infrastructure (including an outlet port, roads, bridges, power sources and water supplies) are important determinants which affect capital and operating costs and the ability of the Jumelles group to develop the Project, including any low cost small scale start-up. Failure or delay in putting in place or accessing infrastructure needed for the development of the Zanaga Project could have a material adverse effect on the business, prospects, financial condition and results of operations of the Company and/or the Jumelles group. Such risk is reviewed constantly and any relevant changes considered.

Risks associated with access to land

Pursuant to the laws of the RoC, mineral deposits are the property of the government with the ability to purchase surface rights. Generally speaking, the RoC has not had a history of native land claims being made against the state's title to land. There is no guarantee, however, that such claims will not occur in the future and, if made, such claims could have a deleterious effect on the progress of development of the Project and future production.

The Mining Convention envisages that the RoC will carry out a process to expropriate the land required by the Zanaga Project and place such land at the disposal of the holder of the Mining Licence in order to build the mine and the infrastructure, including the pipeline, required for the realisation of the Zanaga Project. This means that the rights of the Jumelles company which holds the Mining Licence to the relevant land will be subject to negotiation between the Congolese government and such company. Alternatively, if the land is not declared DUP (i.e. is expropriated by the State under its sovereign powers) then the Jumelles group will have to reach agreement with the local landowners which may be a more time consuming and costly process. Such risk is reviewed constantly and any relevant changes considered.

Risks relating to timing

Any delays in (i) obtaining rights over and access to land and infrastructure; (ii) obtaining the necessary permits and authorisations; (iii) the construction or commissioning of the mine, the pipeline or facilities at or offshore an exit port or power transmission lines or other infrastructure; or (iv) negotiating the terms of access to the exit port and supply of power and other infrastructure (including an offshore loading facility); or (v) raising finance to fund the development of the mine and associated infrastructure, could prevent altogether or impede the development of the Zanaga Project, including the ability of the Zanaga Project to export its future iron ore products whether on the anticipated timelines or at projected volumes and costs or otherwise. Such delays or a failure to complete the proposed infrastructure or the terms of access to infrastructure or to do this in an economically viable manner, could have a material adverse effect on the business, results of operations, financial condition and prospects of the Company and/or the Jumelles group. Such risk is reviewed constantly and any relevant changes considered.

Environmental risks

The operations and activities of the Zanaga Project are subject to potential risks and liabilities associated with the pollution of the environment and the disposal of waste products that may occur as a result of its mineral exploration, development and production, including damage to preservation areas, over-exploitation and accidental spills and leakages. Such potential liabilities include not only the obligation to remediate environmental damage and indemnify affected third parties, but also the imposition of court judgments, administrative penalties and criminal sanctions against the relevant entity and its employees and executive officers. Awareness of the need to comply with and enforcement of environmental laws and regulations continues to increase. Notwithstanding precautions taken by entities involved in the development of the Project, breaches of applicable environmental laws and regulations (whether inadvertent or not) or environmental pollution could materially and adversely affect the financial condition, business, prospects and results of operations of the Company and/or the Jumelles group. Such risk is reviewed constantly and any relevant changes considered.

Health and safety risks

The Jumelles group is required to comply with a range of health and safety laws and regulations in connection with its business activities (including laws and regulations relating to the COVID-19 pandemic) and will be required to comply with further laws and regulations if and when construction of the Project commences and the mine goes into operation. A violation of health and safety laws relating to the Jumelles group and/or the Project's operations, or a failure to comply with the instructions of the relevant health and safety authorities, could lead to, amongst other things, a temporary shutdown of all or a portion of the business activity of the Jumelles group and/or the Project's operations or the imposition of costly compliance measures. Where health and safety authorities and/or the RoC government require the business activity of the Jumelles group and/or the Project to shut down or reduce all or a portion of its activities of operations or to implement costly compliance measures, whether pursuant to applicable health and safety laws and regulations, or the more stringent enforcement of such laws and regulations, such measures could have a material adverse effect on the financial condition, business, prospects, reputation and results of operations of the Company and/or the Jumelles group. Such risk is reviewed constantly and any relevant changes considered.

Risks relating to third party claims

Due to the nature of the operations to be undertaken in respect of the development of the Zanaga Project, there is a risk that substantial damage to property or injury to persons could be sustained during such development. Any such damage or injury could have a material adverse effect on the financial condition, business, prospects, reputation and results of operations of the Company and/or the Jumelles group. Such risk is reviewed constantly and any relevant changes considered.

Risks relating to outsourcing

The 2014 FS envisages that certain aspects of the Zanaga Project will be carried out by third parties pursuant to contracts to be negotiated with such third parties. Any low cost small scale start-up is also likely to involve the undertaking of various key elements of the Project by third parties. There is a risk that agreement might not be reached with such third parties or that the terms of any such agreement are more stringent than currently anticipated; this could adversely impact upon the Project and/or the proposed timescale for carrying out the Project. Such risk is reviewed constantly and any relevant changes considered.

Fluctuation in economic factors

In terms of currency exchange rates, the Jumelles group's functional and reporting currency is the U.S. dollar, and most of its in-country costs are and will be denominated in CFA francs and Euros. Consequently, the Jumelles group must translate the CFA franc and Euro denominated assets and liabilities into U.S. dollars. To do so, non-U.S. dollar denominated monetary assets and liabilities are translated into U.S. dollars using the closing exchange rate at the reporting period end date. Consequently, increases or decreases in the value of the U.S. dollar versus the Euro (and consequently the CFA franc) and other foreign currencies may affect the Jumelles group's financial results, including its assets and liabilities in the Jumelles group's balance sheets. These factors will affect the financial results of the Company. In addition, ZIOC holds the majority of its funds in Pounds Sterling, and incurs the majority of its corporate costs in Pounds Sterling, but its contributions to funding the Jumelles group in 2021 and 2022 are calculated in U.S. dollars. Consequently, any fluctuation in exchange rates between Pounds Sterling versus the U.S. dollar or the Euro, could also adversely affect the financial results of the Company. Furthermore, current fluctuations in inflation, interest rates, and supply chain reliability has the potential to adversely impact the Company and Jumelles today, while also potentially adversely impacting the economic viability of the Zanaga Project, as well as the ability to secure finance for the development of the Zanaga Project. Such risks are reviewed constantly and any relevant changes considered.

Cash resources

The Group and Company has limited cash resources. Although the Company has taken steps to conserve and replenish its cash resources, there is a risk that a shortage of such cash resources will adversely affect the Company. Such shortage could result in further expenditure cuts being introduced by the Company, both in its internal and its external operations. Volatile and uncertain economic global conditions in means that there can be no certainty as to when the Zanaga resource is likely to be developed. The challenging economic conditions as well as difficulties of monetising this resource given its location impact upon the ability of the Jumelles group to raise new finance for the Project as well as on the Company's ability to raise new finance for itself. The Company's existing cash resources may continue to come under increasing pressure unless a more predictable investment, travel and trading climate materialises in the foreseeable future which benefits the Project and the Company can take steps which result in an improvement of its financial position. Such risk is reviewed constantly and any relevant changes considered.

Financial Statements

Consolidated statement of total comprehensive income for year ended 31 December 2024

Loss and total comprehensive loss for the year is attributable to the equity holders of the Parent Company and are from continuing operations.

The notes form an integral part of the financial statements.

Consolidated statement of financial position

as at 31 December 2024

The notes form an integral part of the financial statements.

These financial statements were approved by the Board of Directors and were authorised for issue on 30 June 2025 and were signed on its behalf by:

Mr Clifford Elphick

Director

Consolidated statement of changes in equity

for year ended 31 December 2024

Consolidated cash flow statement

for year ended 31 December 2024

Notes to the financial statements

1 Business information and going concern basis of preparation

Background

Zanaga Iron Ore Company Ltd (the "Company"), was incorporated on 19 November 2009 under the name of Jumelles Holdings Limited. The Company changed its name on 1 October 2010. The Company is incorporated in the British Virgin Islands ("BVI") with registered office is situated at 2nd Floor, Coastal Building, Wickham's Cay II, Road Town, P.O. Box 2221, Tortola, British Virgin Islands. On 18 November 2010, the Company's share capital was admitted to trading on the AIM Market ("AIM") of the London Stock Exchange ("Admission"). The Company's principal place of business as an investment holding vehicle is situated in Guernsey, Channel Islands.

Jumelles has three subsidiary companies, namely Jumelles M Limited, Jumelles Technical Services (UK) Limited and MPD Congo.

Future funding requirements and going concern basis of preparation

The Directors have prepared the accounts on a going concern basis. At 31 December 2024 the Company and Group had cash reserves of US$0.1m. The Company had cash reserves of US$3.90m as at 26 June 2025.

Following completion of the 2025 Fundraise the Company and Group is in a significantly improved financial position. Based on the current cost base at the Zanaga Project, the board of directors of ZIOC believes that the Company and Group will be adequately positioned to support its operations going forward in the near future.

The Fundraising has removed any material uncertainty which could give rise to significant doubt over the Company and Group's ability to continue as a going concern and, therefore, believes that the Company and Group will be able to realise its assets and discharge its liabilities in the normal course of business. The Board is satisfied the Company will have sufficient funds to meet its own working capital requirements up to, and beyond, twelve months from the approval of these accounts.

The Company and Group continues to review the costs of its operational activities with a view to conserving its cash resources. As part of such review, and in order to preserve the cash position of the Company and Group, it has been agreed with the Directors  since January 2023 that fees previously deferred would be reviewed.

Volatility in currencies

Various factors, including the the Russia/Ukraine war and its impact on global markets as well as supply chain issues and inflation has resulted in increased volatility in currency rates applicable to Pounds Sterling. Such volatility is likely to continue. As the Company's cash resources are held in Pounds Sterling, such volatility could adversely affect the Company's financial position and results where it is obliged to make payments of sums denominated in other currencies. This particularly applies to contributions made by the Company to funding the Jumelles group as these amounts are calculated in United States dollars.

2 Material accounting policies

The material accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.

Basis of preparation

These financial statements have been prepared in accordance with the International Financial Reporting Standards as adopted by the United Kingdom ("UK Adopted IFRS"). UK Adopted IFRS comprise standards and interpretations approved by the International Accounting Standards Board ("IASB") and the International Financial Reporting Interpretations Committee ("IFRIC") as adopted by the United Kingdom.

These consolidated financial statements comprise the Company and its subsidiaries (together referred as the 'Group').

The Company's presentation currency and functional currency is US dollars. All amounts have been rounded to the nearest thousand, unless otherwise indicated.

These financial statements were authorised for issue by the Company's board of directors on 30 June 2025.

New standards, amendments and interpretations

The following IFRSs standards and amendments are effective from 1 January 2024

·      Classification of liabilities as current or non-current and liabilities with covenants - amendments to IAS 1

·      Lease liability in sale and leaseback - amendments to IFRS 16

·      Supplier finance arrangements - amendments to IAS 7 and IFRS 7

The amendments listed above did not have a material impact on the amounts recognised in prior periods and are not expected to significantly affect the current or future periods.

New and revised IFRS Standards in issue but not yet effective

·      Amendments to IAS 21 - lack of exchangeability (effective for annual periods beginning on or after 1 January 2025)

·      Amendments to the classification and measurement of financial instruments - amendments to IFRS 9 and IFRS 7 (effective for annual periods beginning on or after 1 January 2026)

·      IFRS 19 Subsidiaries without public accountability: disclosures (effective for annual periods beginning on or after 1 January 2027)

·      IFRS 18 Presentation and disclosure in financial statements (effective for annual periods beginning on or after 1 January 2027)

·      Lack of Exchangeability (Amendments to IAS 21)

These standards, amendments or interpretations are not expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions.

Measurement convention

These financial statements have been prepared on the historical cost basis.

The preparation of financial statements in conformity with UK Adopted IFRS requires the use of certain critical accounting estimates. It also requires management to exercise judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 3.

Basis of consolidation

Subsidiaries

Subsidiaries are all entities over which the group has control. The group controls an entity where the group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the date that control ceases.

In case of acquisition of assets that do not qualify as a business, these are recognised as acquired when the company obtains control over the asset, which is typically evidenced by legal ownership or the ability to direct the use and obtain the economic benefits.

Acquired assets are initially measured at their fair value, which represents the amount for which the asset could be exchanged between knowledgeable, willing parties in an arm's length transaction.

Consideration paid for the asset acquisition is allocated to the individual assets and liabilities acquired based on their respective fair values at the date of acquisition. The fair value of acquired assets is determined using appropriate valuation techniques, such as market comparisons, income-based approaches, or other relevant methods.

The initial recognition and measurement of acquired assets and liabilities occur at the date when the company obtains control over the assets, which is typically the date of legal transfer or other events signalling control. Subsequent measurement depends on the nature of the asset and is driven by the applicable standards.

Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset.

Changes in ownership interests

An entity remeasures the previously held equity interest to fair value at the date on which it obtains control and recognises any resulting gain or loss in profit or loss or other comprehensive income, as appropriate.

Foreign currency translation

(i)      Functional and presentation currency

Items included in the financial statements of each of the group's entities are measured using the currency of the primary economic environment in which the entity operates ('the functional currency' and  'presentation currency', which is United States Dollar).

(ii)     Transactions and balances

Transactions in foreign currencies are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions, and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates, are generally recognised in profit or loss.

All foreign exchange gains and losses are presented in the statement of profit or loss on a net basis within general and administrative expenses.

(iii)    Group companies

The results and financial position of foreign operations (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

·      assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet

·      income and expenses for each statement of profit or loss and statement of comprehensive income are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions), and

·      all resulting exchange differences are recognised in other comprehensive income.

On consolidation, exchange differences arising from the translation of any net investment in foreign entities are recognised in other comprehensive income. When a foreign operation is sold, the associated exchange differences are reclassified to profit or loss, as part of the gain or loss on sale.

Leases

Assets and liabilities arising from a lease are initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or if that rate cannot be readily determined the Groups incremental borrowing rate. Lease liabilities include the net present value of the following lease payments:

·      fixed payments (including in-substance fixed payments), less any lease incentives receivable

·      variable lease payments that are based on an index or a rate, initially measured using the index or rate as at the commencement date

·      amounts expected to be payable by the group under residual value guarantees

·      the exercise price of a purchase option if the group is reasonably certain to exercise that option, and

·      payments of penalties for terminating the lease, if the lease term reflects the group exercising that option.

Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability.

Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

Right-of-use assets are measured at cost comprising the following:

·      the amount of the initial measurement of lease liability

·      any lease payments made at or before the commencement date less any lease incentives received

·      any initial direct costs, and

·      restoration costs.

Impairment of non financial assets

Assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.

Share-based payments

Employees

The Group makes equity-settled share-based payments to certain employees and similar persons as part of a Long-Term Incentive Plan ('LTIP'). The fair value of options granted is recognised as an expense within general and administrative expenses, with a corresponding increase in equity. The total amount to be expensed is determined by reference to the fair value of the options granted:

·      including any market performance conditions (e.g. the entity's share price).

·      excluding the impact of any service and non-market performance vesting conditions (e.g. profitability, sales growth targets and remaining an employee of the entity over a specified time period).

·      including the impact of any non-vesting conditions (e.g. the requirement for employees to save or hold shares for a specific period of time).

The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each period, the entity revises its estimates of the number of options that are expected to vest based on the non-market vesting and service conditions. It recognises the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity.

Where awards were granted to employees of the Group's associate and similar persons, the equity-settled share-based payments were recognised by the Group as an increase in the cost of the investment with a corresponding increase in equity over the vesting period of the awards.

Non-employees

Where the Group receives goods or services from a third party in exchange for a fixed number of its own equity instruments, the equity instruments and related goods or services are measured at the fair value of the goods or services received. These are recognised as the goods are obtained or the services rendered. Equity instruments issued under such arrangements for the receipt of services are only considered to be vested once provision of services is complete.

Non-derivative financial instruments

Financial assets and financial liabilities are initially recognised when the group becomes a party to the contractual provisions of the instrument in accordance with IFRS 9.

Financial assets are initially recognised at their fair value, including, in the case of instruments not recorded at fair value through profit or loss, directly attributable transaction costs. Financial assets are subsequently measured at amortised cost, at fair value through other comprehensive income (FVTOCI) or at fair value through profit or loss (FVTPL) depending upon the business model for managing the financial assets and the nature of the contractual cash flow characteristics of the instrument.

Financial liabilities, other than derivatives, are initially recognised at fair value of consideration received net of transaction costs as appropriate and subsequently carried at amortised cost.

Non-derivative financial instruments in the balance sheet comprise other receivables, cash and cash equivalents, and trade and other payables.

 (i) Impairment of financial assets

A loss allowance for expected credit losses is determined for all financial assets, other than those at FVTPL, at the end of each reporting period. The expected credit loss recognised represents a probability-weighted estimate of credit losses over the expected life of the financial instrument.

The expected credit loss allowance is determined on the basis of twelve month expected credit losses and where there has been a significant increase in credit risk, lifetime expected credit losses. Financial assets are credit impaired when there is no realistic likelihood of recovery.

(ii) Derecognition of financial assets and financial liabilities

The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.

The Group derecognises financial liabilities when the Group's obligations are discharged, cancelled or have expired.

On derecognition of a financial asset/financial liability in its entirety, the difference between the carrying amount of the financial asset/financial liability and the sum of the consideration received and receivable/paid and payable is recognised in profit and loss.

Other receivables

Other receivables amounts due from related parties and trade receivables, which are recognised initially at the amount of consideration that is unconditional, unless they contain significant financing components when they are recognised at fair value. They are subsequently measured at amortised cost using the effective interest method, less loss allowance. See note 13 for a description of group's impairment policies.

Trade and other payables

Trade and other payables are initially recognised at the fair value of consideration received net of transaction costs as appropriate and subsequently measured at amortised cost.

Cash and cash equivalents

Cash and cash equivalents comprise balances with financial institutions.

Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity.

When share capital recognised as equity is repurchased, the amount of consideration paid, including directly attributable costs, is recognised as a change in equity. Repurchased shares are cancelled.

Financing income and expenses

Interest income and interest payable is recognised in profit or loss as it accrues, using the effective interest method.

Borrowings

Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in profit or loss over the period of the borrowings using the effective interest method.

Borrowing costs

Borrowing costs are expensed in the period in which they are incurred unless they relate to a qualifying asset, in which these are capitalised.

Taxation

The income tax expense or credit for the period is the tax payable on the current period's taxable income, based on the applicable income tax rate for each jurisdiction, adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.

The current tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and considers whether it is probable that a taxation authority will accept an uncertain tax treatment. The group measures its tax balances either based on the most likely amount or the expected value, depending on which method provides a better prediction of the resolution of the uncertainty, and any adjustment to tax payable in respect of previous years.

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. . However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss and does not give rise to equal taxable and deductible temporary differences.

Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred tax assets are recognised only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in foreign operations where the company is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.

Deferred tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets and liabilities and where the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

Segmental Reporting

The Group has one operating segment, being its investment in the Project, held through Jumelles.

Earnings per share

(i)            Basic earnings per share

Basic earnings per share is calculated by dividing:

•      the profit attributable to owners of the company, excluding any costs of servicing equity other than ordinary shares

•      by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year and excluding treasury shares

(ii)           Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account:

•      the after-income tax effect of interest and other financing costs associated with dilutive potential ordinary shares, and

•      the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares

Exploration and evaluation assets

Initial recognition

Exploration and evaluation assets represent costs incurred in relation to the exploration and evaluation of mineral resources, including the acquisition of rights to explore, exploratory drilling, trenching, sampling and activities in relation to evaluating the technical feasibility and commercial viability of extracting a mineral resource.

In accordance with IFRS 6, the Group capitalises exploration and evaluation expenditures incurred in respect of each area of interest where (a) the rights to tenure are current; and (b) exploration and evaluation activities have not yet reached a stage that permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, or such activities have not yet been determined to be unsuccessful.

Expenditure is initially capitalised as an intangible asset. No amortisation is charged during the exploration and evaluation phase. Costs are carried forward until the existence of commercial reserves has been determined or the asset is deemed to be impaired.

Subsequent Measurement

Subsequent to initial recognition, evaluation and exploration assets are carried at cost less any accumulated impairment losses. The company capitalizes costs incurred during the exploration and evaluation phase, provided these costs meet the criteria for asset recognition.

Reclassification

When technical feasibility and commercial viability of extracting a mineral resource are demonstrable, evaluation and exploration assets are assessed for impairment and any impairment loss is recognized before reclassification to development assets.

Impairment

Evaluation and exploration assets are reviewed for impairment indicators at each reporting date. An impairment loss is recognized if the carrying amount of the asset exceeds its recoverable amount. The recoverable amount is the higher of fair value less costs of disposal and value in use.

Indicators of impairment include:

-     The right to explore the area has expired or will expire in the near future and is not expected to be renewed.

-     Substantive expenditure on further exploration and evaluation is not budgeted or planned.

-     Exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources, and the entity has decided to discontinue such activities in the specific area.

-     Sufficient data exist to indicate that, although development in the specific area is likely to proceed, the carrying amount of the E&E asset is unlikely to be recovered in full from successful development or by sale.

Derecognition

Evaluation and exploration assets are derecognized upon disposal or when no future economic benefits are expected from their use. Any gain or loss arising from derecognition is included in the profit or loss for the period.

Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses. Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate components of the item of property, plant and equipment and each component is depreciated over its estimated useful life.

Depreciation is charged to the consolidated income statement on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment. The estimated useful lives are as follows:

- Fixtures and fittings           3-10 years

- Motor vehicles                   4 years

Depreciation methods, useful lives and residual values are reviewed at each balance sheet date.

3 Critical accounting judgements and key sources of estimation uncertainty

The preparation of the Group's consolidated financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of expenses, assets and liabilities, and the accompanying disclosures as at the reporting date. However, uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amounts of assets or liabilities affected in future periods.

Judgements

In the process of applying the Group's accounting policies, management has made the following judgements, which has the most significant effect on the amounts recognised in the consolidated financial statements:

Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Group based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Group. Such changes are reflected in the assumptions when they occur.

·      Given the material risk but also upside potential, in our opinion, detailed disclosure in the Financial Statements should be made that:

o  the potential of the project is material, given the results of the 2014 FS and 2024 FS Update, the material reserves, etc.

o  the estimated Future Value considers the material risk at this phase, driven by the early/greenfield stage of the project, the relatively long development period of more than four years and large capital cost, and major project assumptions which might change in due course, but also country risk effects.

o  the volatility of the markets, including the global uncertain geopolitical situation and country risks adds to the risks that affect the project.

o  the sensitivity of the project to the weighted average cost of capital ("WACC") (and other major assumptions) could be indicated as:  +/-0.5% change in the discount rate would change the value of the project by approximately -/+US$ 50-54m.

o  Commodity price assumptions materially impact the valuation of the Project, affecting either fair value less costs to sell or value in use.

·      Sensitivity: A 10% decline in the price of iron ore (Zanaga's primary commodity) could materially reduce the recoverable amount of the Project.

o  Changes in forecast production and capital or operating costs also affect impairment assessments.

·      Sensitivity: A 10% increase in capital or operating costs could reduce the recoverable amount, while a similar decrease would have the opposite effect.

o  due to the above factors, material risk and volatility of the Future Value could be expected under better/worse market or operational conditions.

(i)   Deferred taxes

At each balance sheet, the Group assesses whether the realisation of future tax benefits is sufficiently probable to recognise deferred tax assets. This assessment requires the use of significant estimates with respect to assessment of future taxable income. The recorded amount of total deferred tax assets could change if estimates of projected future taxable income or if changes in current tax regulations are enacted. Refer note 5 for further information on potential tax benefits for which no deferred tax asset is recognised.

4 Note to the comprehensive income statement

Operating profit/(loss) before tax is stated after charging/(crediting):

Other than the Company Directors, the Group did not directly employ any staff in 2024 (2023: Nil). The Directors received no remuneration for their services as Directors of the Group (2023: US$356k).

5 Taxation

The Group is exempt from most forms of taxation in the BVI, provided the Group does not trade in the BVI and does not have any employees working in the BVI. All dividends, interest, rents, royalties and other expense amounts paid by the Company, and capital gains are realised with respect to any shares, debt obligations or other securities of the Company, are exempt from taxation in the BVI.

The effective tax rate for the Group is Nil % (2023: Nil %).

In case of the wholly-owned subsidiary, Jumelles Limited (acquired during 2024), the Avenant to the MPD Convention applied from August 2010 provides corporate income tax exemption to foreign companies providing services to MPD for the benefit of the Zanaga project during the exploration and feasibility phase of the project. In 2011 a service note from the Congolese tax authorities gave further precisions and interpretations on the tax exemptions. The Mine Operating Agreement signed in August 2014 contains a detailed tax regime and in effect at the authorisation date.

Under the Mine Operating Agreement provisions of corporate tax exemption are as follows:

Complete exemption from corporate income tax during the First Exemption Period of 5 years from the First Financial Year which is defined as the financial year of the mining code ("SEM") as:

(i)         after the year, in the course of which the date of Commercial Production Stage One occurs.

(ii)        in relation to which previously reported tax deficits (ordinary losses and amortisations deemed deferred) have been set off against taxable profits.

(iii)       in the course of which the SEM achieves a taxable profit.

An additional period of complete exemption from corporate income tax for a period of 5 years. However this exemption will only apply to 50% of the taxable profit and will be applicable from the First Financial Year of the Second Exemption Period which refers to the financial year of the SEM as:

(i)         after the year, in the course of which the date of Commercial Production Stage 2 occurs.

(ii)        in relation to which it is established that the tax deficits previously reported (ordinary losses and amortisations deemed deferred) have been previously imputed in their totality to taxable profits.

(iii)       in the course of which the SEM achieves a taxable profit.

Deferred tax assets

At 31 December 2024, the Company had no recognised deferred tax assets. The primary reason for this decision is the uncertainty surrounding the timing and likelihood of generating future taxable profits. The Company is currently in the exploration and evaluation stage, and it is not yet certain when, or if, it will begin generating profits.

6 Property, Plant and Equipment

The Right-of-use assets consist of office space and airstrip.

7 Other receivables

8 Cash and cash equivalents

9a Lease liability

9b Loans and borrowings

9c Trade and other payables

No amounts payable are due in more than 12 months (31 December 2023: US$nil).

10 Share capital

The Company is able to issue an unlimited number of no par value shares. The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. No dividends have been paid or declared in 2024 or in the prior year (2023: US$nil).

Share capital changes in 2024

24,000,000 shares were issued to Shard capital which were further placed into the market, 4,503,339 shares were issued to Glencore to raise US$300k which was used to settle part of the loan provided, Clifford Elphick subscribed for 300,223 shares and 2,000,000 shares were issued to a former employee from the LTIP scheme. There were no share repurchases.

Nature and purpose of reserves

Foreign currency translation reserve

The foreign currency translation reserve comprises of all foreign currency differences arising from translation of the financial statements of foreign operations.

11 Share-based payments

Employees

There are no new awards that have been issued during the current and previous years ended 31 December 2024 and 31 December 2023 respectively.

The following fully vested awards are currently in operation:

* Sterling amounts have been converted into US Dollars at the grant dates exchange rates of: Awards 1,2, US$1.547:£1.00, Subsequent awards US$ 1.6944:£1.00.

The following information is relevant for determination of fair value of options granted :

* Sterling amounts have been converted into US Dollars at the grant dates exchange rates of: Awards 1,2, US$1.547:£1.00, Subsequent awards US$ 1.6944:£1.00.

Non-employees

In August 2024 the Group issued 1,500,000 options, , with an exercise price of 0.01 pence per share, to a consultant (who is also currently the CEO) as part of the agreement for providing management services.

In August 2019 the Group entered into a new incentive plan which granted share options in the Group to two non-employee individuals and Harris Geoconsult Limited who provide consulting services to the Group. On 29 August 2019, 13,633,335 options were granted under this scheme. The scheme will be settled in equity instruments of the Group and is therefore treated as an equity-settled share-based payment arrangement. The options vest in multiple tranches based on the Group achieving key performance milestone including:

(a)  The approval by Jumelles of the Early Production Project (EPP), including its potential technical and financial feasibility, as the basis for advancing the development of the Zanaga Project;

(b)  Raising finance either for the Group or separately for the development phase of the Zanaga Project; or

(c)  The completion of a significant merger or acquisition involving the Group or any member of the Jumelles Group acquiring a material interest (as determined by the Group board) in a third party or a third party acquiring a material interest (as determined by the Group board) in the Group or a member of the Jumelles Group.

All unvested options will also vest on the occurrence of certain events, such as a change of control of the Company, which has now occurred. Once vested all options are exercisable within seven years of the grant date of award. The options have a nominal exercise price of 0.01p (one hundredth of one penny). The number of share options are as follows:

12 Earnings / (Loss) per share

13 Financial Risk Management and Fair value measurements

I.    Financial Risk Management

The Group's activities expose it to a variety of financial risks: credit risk, liquidity risk and market risk (comprising currency risk and interest rate risk). The Group seeks to minimise potential adverse effects of these risks on the Group's financial performance. The Board has overall responsibility for managing the risks and the framework for monitoring and coordinating these risks. The Group's financial risk management policies are set out below:

(a)   Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Group receivables related parties. The Group has a credit policy in place and exposure to credit risk is monitored on an ongoing basis. At 31 December, the Group's maximum exposure to credit risk was as follows:

Significant concentrations of credit risk manifest with the Group's banking counterparties with which the cash and cash equivalents are held, and accounts receivable from Jumelles.

The Group has assessed its receivables for impairment in accordance with IFRS 9. Based on this assessment, the Company concluded that there are no expected credit losses (ECL) to be recognized in respect of these receivables.

 (b) Liquidity risk

Liquidity risk is the risk that the Group is unable to meet its payment obligations when due, or that it is unable, on an ongoing basis, to borrow funds in the market on an unsecured or secured basis at an acceptable price to fund actual or proposed commitments. Prudent liquidity risk management implies maintaining sufficient cash and cash equivalents and availability of adequate committed funding facilities.

The Group evaluates on a continuous basis, the amount of liquid funds that may be required for business operations, in order to secure funding needed for business activities.

The maturity profile of the Group's financial liabilities based on the contractual terms is as follows:

(c) Market risk

(i) Foreign currency risk

Foreign currency risk is the risk that changes in foreign exchange rates will affect the Group's income or value of its holdings of financial instruments, if any.

The foreign currency denominated financial assets and liabilities are not hedged, thus the changes in their value are charged or credited to profit and loss.

The Group's exposure to foreign currency risk at the end of the reporting period is as follows:

The following significant exchange rates applied during the year:

(ii) Sensitivity analysis

A 10% weakening of the following currencies against US Dollar at the end of the reporting period would have increased/(decreased) equity and profit or loss by the amounts shown below. This calculation assumes that the change occurred at the end of each reporting period and has been applied to risk exposures existing at that date. This analysis further assumes that all other variables remain constant.

A 10% strengthening of the above currencies against the US Dollar at the end of the reporting period would have had the equal but opposite effect on the above currencies to the amounts shown above, on the basis that all other variables remain constant.

(iii) Capital management

The Board's policy is to maintain a stable capital base so as to maintain investor and market confidence. Capital consists of share capital and retained earnings. The Directors do not intend to declare or pay a dividend in the foreseeable future but, subject to the availability of sufficient distributable profits, intend to commence the payment of dividends when it becomes commercially prudent to do so.

The Company has a share incentive programme which is now administered by the Board. The share incentive programme is discretionary, and the Board will decide whether to make share awards under the share incentive programme at any time.

Fair value of financials assets and liabilities

All the financial assets and liabilities are measured at amortised cost. The carrying amounts of all financial assets and liabilities are a reasonable approximation of their fair values.

14 Commitments for expenditure

None.

15 Related parties

I.       Subsidiaries

(a)   Wholly-owned subsidiaries

-     Zanaga UK Services Limited

Registered Office: Trym Lodge 1 Henbury Road, Westbury-On-Trym, Bristol, United Kingdom, BS9 3HQ

-     Jumelles Limited

Registered Office: 2nd Floor, Coastal Building, Wickham's Cay II, Road Town, P.O. Box 2221, Carrot Bay, Tortola, British Virgin Islands, VG1130

(b)   Indirectly wholly-owned subsidiaries (held by Jumelles Limited)

-     MPD Congo

-     Jumelles M Limited

II.      Entities that have significant influence

-     Glencore International AG: Following the funding raising in March 2025 and buyout and termination of Glencore stake, all relationships with Glencore were terminated

The following transactions occurred with related parties during the period:

16 Transactions with key management personnel

The Directors have no material interest in any contract of significance subsisting during the financial year, to which the Group is a party.

17 Subsequent Events

In March 2025, ZIOC successfully concluded the buyback of Glencore's entire equity shareholding for US$15m, resulting in the termination of prior Relationship and Offtake Agreements. This pivotal transaction provided greater strategic autonomy and enabled new cornerstone investors to participate in the equity fundraise, which secured US$23.01m in gross proceeds. The balance gross proceeds of US$8.01m will be utilised by the company for its working capital requirements.

The acquisition of Glencore's shareholding and the successful equity fundraising have positioned the Company strongly, enhancing both its financial stability and strategic flexibility to advance the Zanaga Project towards a construction decision.

*** End of Financial Statements ***

Glossary