Zanaga Iron Ore Company Audited Results for the Year to 31 December 2025

1 July 2026

2025 Highlights and events to 30 June 2026

Project Development Strategy

·   Four targeted, high-impact initiatives were identified at the beginning of 2025. Throughout the year, the costing and feasibility of these initiatives were completed, delivering US$2.2 billion in cash cost savings¹.

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

o Positive test work results confirming the ability of the Zanaga Iron Ore Project (the "Zanaga Project" or the "Project") to produce DRI grade pellet feed concentrate with low impurities:

§ Stage One (hematite) concentrate grade results: 68.5 %Fe, 1.05 %SiO₂, 0.47 %Al₂O₃, 0.034 %P

§ Stage Two (magnetite) concentrate grade results: 69.1 %Fe, 1.96 %SiO₂, 0.40 %Al₂O₃, 0.028 %P

o Confirmation of DRI-grade pellet feed has increased the Project's revenue potential to US$11,325 million[1]^,[2] over the life of mine.

2) Pellet Plant Feasibility Study:

o A feasibility study was completed to verify the likely costs to construct and operate both 2.5 Mtpa hot and 2.5 Mtpa cold pellet plants in the Republic of Congo.

o While the Republic of Congo could be suitable, current market conditions are less competitive than those in other jurisdictions. The Group continues to explore locations near steel producers that offer lower-cost long-term gas and power tariffs to improve investment opportunities.

3) Single Pipeline Feasibility Study:

o  A feasibility study was commissioned in Q2 2025 to evaluate the construction of a buried 30Mtpa pipeline as part of Stage One.

o Total upfront capex for one pipeline is estimated at US$986 million, increasing Stage One capex by US$349 million but reducing total capex by US$357 million compared to a two-stage approach. A 30 Mtpa pipeline could eliminate the booster station and its fuel use, potentially cutting total operating costs by US$950 million over the mine's life.

o While the incremental NPV impact is limited-higher Stage One cash investment offsets Stage Two savings-the Group sees strategic value in a single pipeline configuration and will keep evaluating it prior to a construction decision.

4) Dry Tailings Management:

o A study was initiated in Q2 2025 to revise the 2014 Feasibility Study tailings storage facility ("TSF") design to align with international best practices.

o Thickened tailings technologies offer more stable and efficient alternatives to conventional wet tailings by reducing water content before deposition, improving geotechnical performance, reducing environmental risks and increasing water recovery.

o Thickened and dry tailings facilities compliant with global standards have the potential to reduce cash expenditure by US$1,280 million over the mine's life.

Strategic fundraise and Glencore share buyback

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

·   Use of the Proceeds from the 2025 Fundraise

o  US$15 million of the gross proceeds were 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 Group. This transaction with Glencore was a related party transaction for the purposes of the AIM Rules.

Strategic Investment in Zanaga Project

·   In February 2026, ZIOC and its wholly owned subsidiary, Jumelles BVI Limited, signed a binding term sheet with Red Arc Minerals Inc ("RAM", a private investment company backed by leading mining industry executives and focused on the development of strategic-scale high-grade iron ore assets) for a proposed strategic investment in the Zanaga Project.

o  Tranche One investment of up to US$25 million in cash to advance the Zanaga Project to Final Investment Decision ("FID") and acquire an aggregate 20% interest in Jumelles (to be funded in five equal sub-tranches).

o  Tranche Two investment of US$125 million via a cash payment to ZIOC (at RAM's option) to acquire an incremental 67.5% fully diluted ownership of Jumelles from ZIOC (resulting in aggregate RAM ownership of Jumelles of 87.5%), exercisable within 18 months of completion of the full US$25 million Tranche One.

o  Royalty granted to ZIOC on the closing of Tranche Two of 1.0% of Net Sales Revenue ("NSR") on all iron ore concentrate sales from the Project, subject to a partial buy-back at RAM's option (US$50 million for 0.50%).

o   ZIOC and RAM are working on completing the transaction and, as was announced on 14 May 2026, are expecting to complete the transaction documentation by during July 2026.

April 2026 Economic Update

·   The Group announced updated Project economics following completion of the project development strategy programme and the results of a technical and commercial evaluation of the process flowsheet for producing premium-quality DRI pellet feed concentrates. This update has increased confidence in the Project's economic prospects. The feasibility of producing DRI pellet feed at the mine demonstrates strong value creation, as shown below:

Moderate increase in April 2026 IRR due to a higher Stage One capital expenditure estimate.  

2026 Equity Raise

·   The Group raised aggregate gross proceeds of £5.7 million (approximately US$7.7 million) through a placing, subscription, and retail offer, issuing 142 million shares at 4 pence each ("2026 Equity Raise") with a settlement date of 22 May 2026. The placing was oversubscribed, showing strong investor confidence in the Group's strategy, progress, and future opportunities.

 The net proceeds of the Capital Raising will be used to:

o progress the bulk sampling campaign, including earthworks and sampling;

o support Zanaga Project in-country overheads; and

o support ZIOC corporate overheads and general working capital requirements.

Board Appointments

·   Strengthened leadership with key appointments

o Martin Knauth, who was appointed as Chief Executive Officer in December 2023, was subsequently appointed to the Board on 9 April 2025, bringing over 30 years' international mining industry experience.

o Phil Mitchell was appointed to the Board on 9 April 2025 as Non-Executive Director, representing Greymont Bay, bringing extensive strategic and financial expertise from his tenure at Rio Tinto and his current role at I-Pulse Group.

Initiatives and Key Partnerships

·    Strategic Power Memorandum of Understanding ("Power MoU")  was concluded in 2025

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

Corporate Facility

·   Shard Merchant Capital Ltd ("SMC") block sale completed during April 2026 (the "SMC Block Sale"), raising gross proceeds of £172k, for working capital purposes.

·   The equity subscription agreements ("Shard ESAs") are for the remaining 24.1 million ordinary shares in up to three tranches, with 99,038 shares still remaining from tranche 1, and 2 x 12 million ordinary shares available in the 2024 ESA for the remaining tranches.

·   Following the 2026 Equity Raise, the Group has suspended the issuance of new Ordinary Shares to SMC until further notice.

Year-end cash balance

·   Cash balance of US$1.28m as at 31 December 2025 and a cash balance of US$5.40m as at 30 June 2026.

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

"This was a transformational period for ZIOC and the Zanaga Project. Through a focused development strategy, the Group strengthened Project economics, confirmed the ability to produce premium DRI-grade iron ore products, and advanced Zanaga's position as a strategically important future supplier to the low-carbon steel industry.

"The period also included key corporate milestones, including the repurchase of Glencore's shareholding, as well as the post-period achievements of the strategic investment agreement with Red Arc Minerals and an oversubscribed equity raise, further strengthening the Group's platform for future development.

"On behalf of the Board, I would like to thank our shareholders, employees, partners and the Government of the Republic of Congo for their continued support."

The Group will post its Annual Report and Accounts for the year ended 31 December 2025 ("2025 Annual Report and Accounts") to shareholders around 10 July 2026.

The 2025 Annual Report and Accounts will be available on the Group's website www.zanagairon.com today.

For further information, please contact:

Zanaga Iron Ore Company Limited

About us:

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

The Zanaga Iron Ore Project is a globally significant asset with a 6.9 billion tonne resource and a 2.1 billion tonne reserve, targeting 30Mtpa production of high-grade DRI pellet feed with very low impurity levels. When fully developed, Stage One (12Mtpa) and Stage Two (18Mtpa expansion) together could establish Zanaga as one of the world's largest iron ore mines. With all key permits secured, Zanaga is well positioned to benefit from increasing demand for high-quality, low-impurity iron ore, supported by low operating costs and an efficient slurry pipeline to port.

In the context of the global transition towards lower-carbon steel production, the Zanaga Project is well positioned to become one of the largest producers of high-grade, premium DRI pellet feed iron ore concentrate.

The Zanaga Iron Ore Company Limited LEI number is 21380085XNXEX6NL6L23.

Chairman's Statement

Dear Shareholder,

The strategic investment by RAM into the Zanaga Project and proceeds from the 2026 Equity Raise have now provided the necessary funds to complete the Front End Engineering Design ("FEED") prior to an investment decision. We now have strong momentum from a supportive stakeholder base and intend to accelerate the 12Mtpa Stage-One project toward a construction decision in 2027.

Iron ore prices have remained robust for an extended period, and a strong outlook for premium, high-quality iron ore products positions the Zanaga Project as a strategic development asset.

Iron ore market

In 2025, the iron ore market saw major Australian producers shift toward lower-grade specs. The Platts Iron Ore Price Index (IODEX) averaged $102.37/dmt CFR China. Price volatility was narrower than in previous years. From 2026, IODEX shifted to a 61% Fe basis from 62% Fe, as declining quality and impurities made the old standard inadequate, with physical shipments now priced around 61% Fe.

India is set to emerge as a new growth engine for the steel industry, driven by infrastructure and real estate, achieving rapid expansion with an astonishing projected average annual growth rate of 10.5%. India's crude steel output is expected to reach 167 million tonnes in 2026 and 200 million tonnes by 2030.

With DRI emerging as the leading pathway for steel sector decarbonisation, a forecast supply deficit for DRI-grade iron ore signals an opportunity for new suppliers. Moves to grasp this opportunity are being led by producers in Canada, Brazil, and the Nordic region, and prospective developments across Africa.

Not all DRI producers have access to domestically sourced DRI-grade feedstock, and an increasing number of new plants are coming online without a dedicated local pellet supply. This trend will place additional pressure on the global seaborne market for DRI-grade iron ore. Most forecasts point to rising demand for DRI-grade material, and many studies suggest that a supply deficit is likely to widen beyond 2030.

BloombergNEF expects a DR-grade iron ore deficit of 15 million tonnes per annum (Mtpa) by 2030, widening to 133Mtpa by 2040. Midrex has also flagged a potential supply shortfall, of up to 16.4 Mtpa by 2034. This outlook presents significant challenges for DRI producers, while creating potential opportunities for emerging suppliers, including Zanaga.

Project Development Strategy

The Group completed its project value enhancement initiative, first announced on 18 March 2025. The workstreams have delivered significant value enhancement and strategic benefits across multiple areas of the Zanaga Iron Ore Project.

Detailed design and costing assessments were completed with industry experts across the following workstreams:

1)   Product quality enhancements - Direct Reduced Iron test work

2)   Pellet plant feasibility study

3)   Single 30Mtpa capacity pipeline feasibility study

4)   Thickened and dry tailings facility study

The completion of these workstreams has not only improved the economic potential of the Zanaga Project but has also established a robust engineering and design foundation as the Group progresses the Project.

Key Overall Economic Highlights reported in the table below in comparison to the previous feasibility model updated in 2024:

Strategic fundraising and Glencore share buy-back

In March 2025, ZIOC successfully completed the buyback of Glencore's entire equity shareholding for US$15 million, thereby terminating the existing 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$23.01 million in gross proceeds.

ZIOC's 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 that are critical to 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. This transaction, involving the repurchase and subsequent cancellation of Glencore's entire 43% equity shareholding in ZIOC and the termination of Glencore's Offtake Agreement and Relationship Agreement, was a related-party transaction for the purposes of the AIM Rules.

Strategic Investment in Zanaga Project

·   In February 2026, ZIOC and its wholly owned subsidiary, Jumelles BVI Limited, signed a binding term sheet with RAM, a private investment company backed by leading mining industry executives and focused on the development of strategic-scale high-grade iron ore assets for a proposed strategic investment in the Zanaga Project.

o  Tranche One investment of up to US$25 million in cash to advance the Zanaga Project to FID and acquire an aggregate 20% interest in Jumelles (to be funded in five equal sub-tranches).

o  Tranche Two investment of US$125 million via a cash payment to ZIOC (at RAM's option) to acquire an incremental 67.5% fully diluted ownership of Jumelles from ZIOC (resulting in aggregate RAM ownership of Jumelles of 87.5%), exercisable within 18 months of completion of the full US$25 million Tranche One.

o  Royalty granted to ZIOC on the closing of Tranche Two of 1.0% of Net Sales Revenue ("NSR") on all iron ore concentrate sales from the Project, subject to a partial buy-back at RAM's option (US$50 million for 0.50% NSR).

·   Rationale for the transaction structure

The Transaction, as envisaged, has been structured to achieve multiple objectives for ZIOC shareholders, which are summarised below:

1.   Limiting dilution to ZIOC shareholders

o The transaction envisaged would not result in direct dilution to ZIOC shareholders as it is an investment at the Jumelles subsidiary level and the Tranche One investment may only potentially be converted into ZIOC shares by either ZIOC or RAM at 15 pence per share (and subject to certain conditions and restrictions).

2.   Advance the Zanaga Project to FID

o Tranche One is expected to fully fund the Project through FEED completion to FID, including capital available for contingency and continued Jumelles project working capital costs to cover the final financing negotiation phase of the Project post FEED.

3.   Near-term path to significant floor price cash value (via Tranche Two payment)

o If RAM exercises the Tranche Two option, US$125 million of cash will be received by ZIOC, which may be distributed to ZIOC shareholders in due course.

o ZIOC intends to retain this cash on the Group's books until such time as the Zanaga Project FID is taken, in order to consider the attractiveness of investing it to retain an equity stake in the Zanaga Project going forward (such decision will depend on the project economics at the time of the Project's FID).

4.   Optionality to retain 12.5% project ownership

o The envisaged transaction has been structured to enable ZIOC to fully fund its pro-rata 12.5% share of an estimated US$1 billion total project equity contribution required from the final equity investors in the Project at construction.

o In the event that ZIOC elects to fund such pro-rata 12.5% final equity contribution at construction, ZIOC would have retained a sizeable share of a fully financed strategic iron ore asset with highly attractive economics.

o By way of illustration, if the Zanaga Project generates EBITDA of US$2 billion per annum in Stage Two, ZIOC's attributable share of such EBITDA would equate to US$250 million per annum.

5.   Royalty upside to ZIOC shareholders only

o The transaction structure envisages a 1% NSR royalty to be paid to ZIOC only (subject to a partial buy-back at RAM's option of US$50 million for 0.50%), which enables additional substantial value upside that is indifferent to the Project's economics.

o ZIOC is not expected to need to invest further in the Zanaga Project to receive this annual royalty payment.

o By way of illustration, based on a 1% NSR royalty if the Zanaga Project generates US$3,246 million of net sales revenue per annum in Stage Two, the NSR royalty payable to ZIOC would equate to US$32.5 million per annum.

April 2026 Economic Update

·   Strategic Advancement to DRI Product

Following successful laboratory-scale DRI test work completed in mid-2025, ZIOC commissioned detailed conceptual and feasibility-level designs to refine capital and operating cost estimates to ±20% accuracy.

 The updated development strategy incorporates:

o A modular 12Mtpa hematite concentrator complex consisting of three 4Mtpa lines

o A two-stage, 12Mtpa and 18Mtpa, pipeline system, with optional single 30Mtpa slurry pipeline system

o Thickened tailings storage facilities

o A 12Mtpa filter plant and covered concentrate handling facilities

The Group's DRI product strategy positions the Zanaga Project to benefit from:

o Increasing demand for premium iron ores, particularly DRI-grade iron ore

o Global steel sector decarbonisation via growth in Electric Arc Furnace ("EAF") steel production

o Firm positioning in the lowest cost quartile of iron ore producers

·     Stage One Processing Facility Capital and Operating Cost Overview

The updated Stage One processing capital expenditure estimate (April 2026 Economic Update Case[5]) totals approximately US$753.7 million for processing, filtration, and concentrate handling facilities, contributing to a total expected Stage One capital requirement of US$2.17 billion[6].

Operating unit processing, filter plant and product handling costs for Stage One are estimated at US$11.97 per tonne of concentrate[7].

 While Stage One processing operating costs and capital expenditure estimates have increased moderately compared with previous studies, the inclusion of DRI-grade product premiums significantly improves the Project's Stage One NPV by approximately 31% relative to the 2024 Feasibility Study Update.  Refer to the April 2026 Economic Update table on pages 4 and 5. 

Subscription Agreement with Shard Merchant Capital Ltd

ZIOC entered into a successful Subscription Agreement with Shard Merchant Capital Ltd ("SMC"), securing essential working capital funding. Details of the SMC Block Sale have also been reported on pages 5, 18 and 19.

2026 Equity Raise

The Group raised equity capital through a placing, subscription and retail offer of new ordinary shares of an aggregate of £5.7 million (approximately US$7.7 million).

The net proceeds of the Capital Raising will be used to:

o progress the bulk sampling campaign, including earthworks and sampling;

o support Zanaga Project in-country overheads; and

o support ZIOC corporate overheads and general working capital requirements.

RAM has agreed and signed a letter with the Group that it will refund the Group any expenses incurred in connection with the bulk sampling programme and Zanaga Project in-country overheads from 1 July 2026 up to a maximum of US$2 million.

Additional proceeds from the issue will be used to provide additional working capital headroom and further accelerate various workstreams related to the Zanaga Project.

The total number of Ordinary Shares in issue will be 991,101,694, and the total number of voting rights will therefore be 991,101,694. This figure may be used by shareholders as the denominator in the calculations they use to determine whether they are required to notify their interest in, or any change to their interest in, the share capital of the Group.

Corporate Developments

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

Additionally, strategic MoU's were signed with CEC for robust and sustainable power solutions. These partnerships materially de-risk our project and pave the way for a reliable power supply.

Appointment of joint Corporate Broker

In December 2025, ZIOC appointed Tamesis Partners LLP as Joint Corporate Broker, alongside Panmure Liberum Limited, ZIOC's Nominated Advisor and Joint Broker, and Shard Capital Partners LLP, which is also a Joint Broker. The addition of Tamesis Partners to ZIOC's advisory team provides further support and additional resources as the Group looks to advance to the next stage of development on the Zanaga Project.

Cash Reserves and Project Funding

On 31 December 2025, the Group had cash reserves of US$1.28m. The Group had cash reserves of US$5.40m as of 30 June 2026.

Following completion of the 2025 Fundraise and 2026 Equity Raise, the 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 the Group will be well-positioned to support its operations in the near future.

The 2026 Equity Raise has removed any material uncertainty which could give rise to significant doubt over the Group's ability to continue as a going concern and, therefore, the Board believes that the Group will be able to realise its assets and discharge its liabilities in the normal course of business. The Board is satisfied that the 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 operations and maintains cost discipline to conserve its cash resources. As part of such a review, and to preserve the Group's cash position, it was agreed on 15 May 2026 that US$888,134 in director fees from 1st February 2023 to 30th June 2026 had been converted into equity by the issuance of 16,426,239 new Ordinary Shares to the Director.

Outlook

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

Our investigations into opportunities to unlock existing infrastructure solutions and options to reduce the project's capital and operating costs have been a key focus for the team, along with efforts to find a strategic partner to develop the project. Following the investment from RAM, we have secured a strategic partner and look to further develop that partnership. 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 the 30 Mtpa production scale.

The Project team has dedicated significant effort to securing updated development costs for the flagship 30Mtpa project and is pleased with the results of the April 2026 Economic Update, which brings the cost estimates for the 30Mtpa Zanaga Project in line with current market pricing.  ZIOC's Chinese EPC Partner, who led the April 2026 Economic 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 FEED work programme includes a number of other value-adding opportunities which the Group continue to vigorously investigate.

Project Development Strategy

Overview of project value enhancement workstreams

Throughout 2025, alongside other Project development activities, the Group completed a number of workstreams intended to improve construction, operations, strategic optionality and overall economics for the Zanaga Project.

Detailed design and costing assessments were completed with industry experts across the following workstreams:

1)   Product quality enhancements - Direct Reduced Iron test work

2)   Pellet plant feasibility study

3)   Single 30Mtpa capacity pipeline feasibility study

4)   Thickened and dry tailings facility study

The completion of these workstreams has not only improved the economic potential of the Zanaga Project but has also established a robust engineering and design foundation as the Group progresses the Project.

1)   Product Quality Enhancements - DRI test work (previously announced)

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

Samples of the Zanaga Project resource were assembled from both hematite and magnetite zones, which are required for the Stage One and Stage Two phases of the Zanaga Project, respectively.

The primary test work, conducted in China, included laboratory analyses, and magnetic separation and flotation, and a separate independent confirmatory test work programme was completed in the United Kingdom.  The 2014 Feasibility Study flowsheet was adjusted to optimise process steps and replace certain equipment.

Outcomes

o The test work confirmed the potential to produce DRI-grade pellet feed products from the Zanaga Project, as summarised below:

o Following updates to the Project flowsheet and expert consultation, ZIOC received indicative quotes for capital and operating costs to support engineering and financial modelling. These costs were confirmed and incorporated in the April 2026 Economic Update.

o Confirmation of DRI-grade pellet feed has increased the Project's revenue potential to US$11,325 million over the life of the mine.

 2)   Pellet Plant Feasibility Study

The Electric Arc Furnace ("EAF") share of global steel production is expected to increase from approximately 30% in 2025 to 50% by 2050 (equivalent to approximately 866Mtpa of additional output[8]). This shift in steel production towards EAF, driven by lower operating costs, greater efficiency, reduced emissions and global net-zero commitments, is expected to increase demand for DRI pellets for EAF-based steelmaking.

Following completion of laboratory-scale DRI testing and development of a revised flowsheet at concept level, the Group evaluated the potential addition of pelletising plants, including traditional induration (hot pelletising) and newer cold-pressing technologies.

Iron ore pellets are generally preferred over fines due to their physical and chemical properties, which can improve efficiency, productivity and environmental performance in steelmaking. These attributes support a premium for pellets. Accordingly, adding pelletising to the Zanaga value chain (mine → process → pipeline → filtering → pelletising) could potentially increase revenues by approximately US$38-48 per tonne[9], while also reducing environmental, handling and shipping risks.

A leading industry expert was appointed to leverage their direct experience in the pellet industry and complete this feasibility study, which assessed:

o A 2.5Mtpa pellet plant located in the Republic of Congo.

o Flowsheets and major equipment for hot and cold pelletising.

o Estimated direct and indirect capital expenditure, and operating costs, for each technology.

Outcomes

o The study verified the likely costs to construct and operate both hot and cold pellet plants.

o Marketing analysis indicates that premiums for DRI pellets are materially higher than those for standard pellets.

o While the Republic of Congo would be a suitable location, current domestic market conditions are less competitive than certain other jurisdictions.

o Regions closer to steel producers and offering lower-cost long-term gas and power tariffs may present improved investment opportunities and will be evaluated further.

o Potential partnerships with iron and steel producers will also be considered, which may reduce capital requirements and support a long-term customer base.

 3)   Single 30Mtpa Capacity Pipeline Feasibility Study

The Zanaga Project base case development plan included two separate pipelines to transport concentrate from the mine site to the port:

o Stage One: 12Mtpa capacity pipeline

o Stage Two: additional 18Mtpa capacity pipeline

A feasibility study was commissioned in Q2 2025 to evaluate the construction of a buried 30Mtpa pipeline as part of Stage One. The study covered design, hydraulics, electrical systems, construction schedule and costs, with benchmarking against comparable international projects.

Outcomes

o A single 30Mtpa pipeline system is environmentally, technically and economically feasible. A larger diameter would reduce friction losses.

o A single 30Mtpa pipeline provides significant strategic value, avoiding the need for construction of a second magnetite pipeline, reducing permitting complexity and environmental and community impacts.

o The single pipeline approach also removes brownfield expansion complexity (mechanical/electrical tie-ins), simplifying operations to a single instrumentation and asset management solution.

o Under the 2014 Feasibility Study (and re-costed in the 2024 Feasibility Study update), Stage One pipeline capex was estimated at US$637 million and Stage Two pipeline capex at US$706 million, totalling US$1,343 million across both stages.

o Following completion of the single 30Mtpa pipeline feasibility study, total upfront pipeline capex is estimated at US$986 million, implying an increase in Stage One capex of US$349 million, but a reduction in total capex of US$357 million compared to the two-stage approach.

o In addition, a single 30Mtpa pipeline would allow removal of the booster station and its associated fuel consumption, supporting a potential reduction in total operating costs of US$950 million over the life of mine.

o While the incremental NPV impact is expected to be limited (as higher Stage One cash investment offsets the time value of Stage Two savings), the Group considers the strategic value of a single pipeline configuration to be significantly positive, the Group will continue to investigate this option prior to a construction decision.

 4)   Thickened and Dry Tailings Study

Prior to 2025, a large wet tailings storage facility ("TSF") was planned for the Zanaga Project. Thickened or filtered tailings can reduce moisture content, lower long-term costs, enable a smaller and easier-to-operate TSF, and support progressive rehabilitation.

A study was initiated in Q2 2025 to revise the 2014 Feasibility Study TSF design to align with international best practice, including the Global Industry Standard on Tailings Management ("GISTM") and the Australian National Committee on Large Dams ("ANCOLD"). The study examined tailings discharge options, construction and operational plans, financial factors and synergies between mine infrastructure assets.

Outcomes

o Thickened tailings technologies offer more stable and efficient alternatives to conventional wet tailings by reducing water content before deposition, improving geotechnical performance, reducing environmental risks and increasing water recovery.

o Thickened and dry tailings facilities compliant with GISTM and other global standards have the potential to reduce cash expenditure by US$1,280 million over the life of the asset, comprising:

a)   a minor increase in capital expenditure of US$5 million.

b)   a reduction in total cash cost of US$1,285 million, comprising:

i)    a decrease in sustaining capital expenditure of US$1,505 million; and

ii)    an increase in operating costs of US$219 million.

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 the Republic of the Congo. Key investors included:

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

·    Gagan Gupta, Founder and CEO of Arise

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

Use of the Proceeds from the 2025 Fundraising

·    US$15 million 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 Group.

·    The balance gross proceeds of US$8.01 million provided the Group with more than 12 months of corporate and project-level working capital expenditure. This enabled the advancement of a strategy to further enhance the Zanaga Project's robust economics.

As a condition of Greymont Bay's cornerstone subscription, an offtake agreement with Gulf Iron & Steel ("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.

This transaction, involving the repurchase and subsequent cancellation of Glencore's entire 43% equity shareholding in ZIOC and the termination of Glencore's Offtake Agreement and Relationship Agreement, was a related-party transaction for the purposes of the AIM Rules.

Strategic Investment in Zanaga Project

Principal terms of the envisaged Transaction (as set out in the Binding Term Sheet)

·   Parties

o Zanaga Iron Ore Company Limited

o Jumelles BVI Limited, a wholly owned subsidiary of ZIOC

o Red Arc Minerals Inc, a private investment company incorporated in the United States of America

·   Tranche One - subscription for up to 20% of Jumelles for up to US$25 million to fund the Zanaga Project to FID

Subject to satisfaction of the relevant conditions (including due diligence, definitive documentation and shareholder approval), RAM has proposed to subscribe, in a series of primary issuances, for newly issued common shares in Jumelles (the "Jumelles Common Shares") representing in aggregate 20% of the outstanding Jumelles Common Shares for total cash consideration of US$25 million ("Tranche One").

Tranche One is proposed to be funded in five sub-tranches of US$5 million each, with each sub-tranche representing 4% of the outstanding Jumelles Common Shares. The first sub-tranche is expected to close as soon as reasonably practicable following completion of long-form transaction agreements, final due diligence, and the securing of ZIOC shareholder approval. Subsequent sub-tranches are expected to be completed over the following 18 months in accordance with the definitive documentation, with sub-tranches 1A, 1B and 1C being binding on RAM, sub-tranches 1D and 1E will be at RAM's option, and RAM having the right to accelerate the timing of subsequent sub-tranches.

·   Tranche Two - RAM option to purchase a further 67.5% interest in the Zanaga Project from ZIOC for US$125 million

At RAM's election, RAM has the right, within 18 months following completion of the final Tranche One sub-tranche, to purchase, from ZIOC, additional Jumelles Common Shares for US$125 million in cash (Tranche Two), resulting in RAM holding an aggregate 87.5% fully diluted ownership of Jumelles.

·   Exchange of shares

If on or after 30 June 2027, the conditions for each Tranche One sub-tranche closing have been satisfied, the Group, including Jumelles are not in breach of the agreement, and RAM does not complete each Tranche One and Tranche Two closings, the Group has the right to require RAM to exchange its Jumelles shares for Company shares at 15.0 pence per ZIOC share for the amount invested by RAM. RAM also has that right to require exchange of its shares in Jumelles for shares in the Company at that price after the expiry of three years from the date of the definitive documents, if the Group was entitled to but has not required RAM to exchange the Jumelles Shares. The Board has agreed not to invoke the Takeover Provisions in Article 33 of the Company's Articles of Association in respect of such conversion.

·   Royalty (to ZIOC only)

Upon completion of any Tranche Two closing, ZIOC would be granted a 1.0% NSR royalty on net sales revenues from iron ore concentrate sales from the Zanaga Project by the relevant project-owning entity (the "Royalty").

Royalty payments (once payable) are proposed to be made semi-annually on 31 March and 30 September.

Jumelles would have the right to reduce the Royalty to 0.50% NSR upon payment to ZIOC of US$50 million in cash.

·   Joint venture agreement and governance

The parties intend to enter definitive long-form documentation, including a joint venture agreement (the "JVA"), expected to govern, among other matters:

o The terms of the joint venture and control/management of the Zanaga Project

o Funding and work programmes

o The composition of the Board of Jumelles and reserved matters

o The annual budgeting process and approval framework

o Information and reporting required for ZIOC's public disclosures

·    Jumelles Board representation (indicative)

o Following the initial closing: four directors (RAM nominated: two; ZIOC nominated: two)

o Following RAM reaching 50.1% or more ownership (the "Governance Flip"): RAM may designate three directors and ZIOC one director (with ZIOC's director designation rights ceasing if ZIOC's ownership falls below 5%)

·   Liquidity and project financing provisions (indicative)

Subject to the definitive documentation and relevant regulatory approvals, and following completion of Tranche One and Tranche Two, RAM would have certain rights to pursue a sale of Jumelles (subject to an equity valuation threshold) or to progress a financing constituting a final investment decision in respect of the Zanaga Project, with ZIOC and other equity holders required to participate on the terms set out in the definitive documentation.

·   ZIOC equity issuance

From the closing of the first tranche until the expiry of the Tranche Two Option, RAM will be provided with a right to participate in any ZIOC equity raise, up to the minimum of the Heeney Capital or Red Arc Minerals related Concert Party holding, or 30% (less any shares taken up by a member of the Heeney Capital or the Red Arc Minerals related concert party).

·   Conditions and other provisions

Completion of the Transaction will be subject to customary conditions for a transaction of this type, including confirmatory due diligence, approval by the Group's Board, shareholder approval, execution of definitive documentation and receipt of any required regulatory approvals.

·   Exclusivity and Break Fee and Alternative Transaction Fee

The Binding Term Sheet includes exclusivity provisions through 30 June 2026 (subject to renewal mechanics for up to three 30-day extensions if RAM continues to pursue the transaction).

ZIOC has agreed to pay RAM a Break Fee of US$1,500,000 if it or its connected parties breach the exclusivity provisions in the Binding Term Sheet, or if it does not proceed to definitive documentation on terms that, in the aggregate, are no more onerous than those set out in the Binding Term Sheet. This fee will not be payable where definitive documents are executed, but the ZIOC shareholders do not approve the transaction.

In addition, where Break Fee has become payable or if an alternative transaction is announced prior to the meeting at which the approval of ZIOC shareholders is sought and the ZIOC shareholders do not approve the transaction and, definitive documents for an alternative transaction are executed within twelve months following the end of the exclusivity period (including any extensions thereof), then a further alternative transaction fee will be payable to RAM equal to 10% of the consideration under the alternative transaction.

·   Timetable and next steps

It was announced on 14 May 2026 that the transaction documentation is expected to be finalised during July 2026.

A shareholder circular containing further details of the Transaction, together with a notice convening the EGM, will be published in due course.

Corporate initiatives update

The Group outlined its strategic objectives, including its intention to secure MoUs with several potential partners to advance the Zanaga Iron Ore Project. An update on the Power MoU workstream is provided below:

§ 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 is uniquely positioned in the country to support the Zanaga Project to source its power requirement from hydroelectric and solar options.

§ 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 Group will provide further updates in due course.

2026 Equity Raise detail

As reported in the Chairman's statement, the Group initially sought to raise US$5.6 million; however, due to strong institutional investor demand, the Group agreed with the Joint Bookrunners to increase the size of the equity raise.

Additional proceeds from the issue will be used to provide additional working capital headroom and further accelerate various workstreams related to the Zanaga Project.

·    Background to the Capital Raising and Use of Proceeds

The Group is the owner of the Zanaga Iron Ore Project, a large‑scale iron ore asset located in the Republic of Congo, for which a mining licence has been granted, and extensive technical work has been completed.

The Group has continued to maintain the Project in good standing while advancing workstreams to de-risk future development pathways and enhance the Project's attractiveness to potential strategic partners. Key milestones recently include the successful confirmation of Direct Reduced Iron product quality, the confirmation of premium-grade DRI pellet feed concentrate production, the single 30 Mtpa pipeline feasibility study, the costing and feasibility of thickened and dry tailings facilities, and the DRI hematite process plant re-costing study. The Project is now expected to deliver a combined Stage 1 and Stage 2 post-tax NPV of approximately US$4.9 billion at an Internal Rate of Return of approximately 24.3%.

The key next step in this process is the progression of a bulk sampling programme designed to generate representative material for further metallurgical testing and product specification work. ZIOC intends to commence bulk sampling activities by 30 June 2026. To meet this commitment, the Group's cash position requires strengthening to enable, at a minimum, the completion of the bulk sampling programme. The bulk sample activity has a budget of approximately US$1.6 million and requires the mobilisation of contractors and the procurement of fuel and associated services, with funding planned to be disbursed in May 2026 to enable objectives of on‑site activities during June 2026.

The directors believe that progressing bulk sampling is a critical, value-accretive step in the staged advancement of the Project and that the proposed fundraise is necessary to meet existing plans, preserve asset value, and maintain strategic momentum.

·      Work Programme to Final Investment Decision

The Group continues to maintain a clear roadmap from February 2026 through to H2 2027 to achieve the FID milestone for the Project.

·    Red Arc Minerals Strategic Investment Summary, Update and Related Party Transaction

As announced on 10 February 2026, ZIOC and its wholly owned subsidiary, Jumelles have signed the Binding Term Sheet for a proposed strategic investment by RAM in the Group's Zanaga Iron Ore Project.

The Board is pleased with the continued progress of the proposed strategic investment by RAM announced on 10 February 2026, with a number of key conditions now satisfied or well advanced. Based on the current timetable and subject to the satisfaction or, where applicable, waiver of the remaining conditions, the Group and RAM continue to work towards finalisation of binding transaction agreements and completion of technical due diligence.

Once the binding transaction agreements are entered into, completion will be conditional upon shareholder approval and any required regulatory approvals. A shareholder circular containing further details of the transaction, together with a notice convening the EGM, will be published in due course following the execution of the definitive documents.

The directors remain confident in the strategic rationale of the transaction and the value it is expected to deliver for shareholders. Further updates will be provided as appropriate.

RAM has agreed and signed a letter with the Group that it will refund ZIOC any expenses incurred in connection with the bulk sampling programme and Zanaga Project in-country overheads from 1 July 2026 up to a maximum of US$2.00 million (the "Side Letter"). There can be no certainty that the Transaction with RAM will be completed.

RAM is controlled by Heeney Capital and Sir Mick Davis, who are related parties of ZIOC for the purposes of the AIM Rules by virtue of being associates of a Substantial Shareholder of ZIOC. Heeney Capital controls and makes all investment decisions for Greymont Bay I LLC and Regatta HCRP I LP, which, in aggregate, own 25.26% of ZIOC's issued share capital. Therefore, RAM is a related party of ZIOC for the purposes of the AIM Rules.

The entry into the Side Letter with RAM is a related party transaction for the purposes of the AIM Rules for Companies. The Group's independent directors, being all of the directors with the exception of Philip Mitchell, who is a representative of Greymont Bay, following due and careful consideration and in consultation with the ZIOC's Nominated Adviser, Panmure Liberum Limited, consider the terms of the Side Letter to be fair and reasonable insofar as all shareholders of the Group are concerned. 

Subscription Agreement with Shard Merchant Capital Ltd

The Group entered a new 2024 ESA with SMC on 1 July 2024.

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

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

·    2025: For the first tranche, at the beginning of 2025, there were 3,699,046 shares outstanding.  During 2025, 400,000 shares from the 2024 ESA were sold, leaving 3,299,046 at the end of 2025, with an average price of 8.38p, equating to £276,460.

SMC Block Sale completed during April 2026, raising gross proceeds of £172k for working capital purposes.

·    The equity subscription agreements ("Shard ESAs") are for the remaining 24.1 million ordinary shares in up to three tranches, with 99,038 shares still remaining from tranche 1, and 2 x 12 million ordinary shares available in the 2024 ESA for the remaining tranches.

·    Following the 2026 Equity Raise, the Group has suspended the issuance of new Ordinary Shares to SMC until further notice.

Next Steps

For 2026, the Project Team set out to focus on engaging with our selected partner to complete the FEED for the Stage One of the Zanaga Project, while working toward completing the investment by RAM, 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 sixteenth full year of operations following its incorporation on 19 November 2009. The Group made a total comprehensive loss in the year of US$7.2m (2024: total comprehensive loss US$2.3m). The total comprehensive income for the year comprised:

General expenses of US$7.3m (2024: US$2.3m) consists of Administration expenditure in Congo of US$2.1m (2024: US$1.2m), director fees US$0.2m (2024: US$ Nil), Investor Relations including funding arrangement fees US$2.4m (2024: US$ Nil), technical fees US$1.3m (2024: US$0.5m), and US$1.1m (2024: US$0.7m) of other general operating expenses.

Financial Position

ZIOC's Net Asset Value ("NAV") of US$86.5m (2024: US$85.5m) comprises of US$85.3m of exploration and evaluation assets, US$0.5m of PPE, US$1.3m (2024: US$0.1m) of cash balances and US$0.5m (2024: US$0.4m) of other net current liabilities.

Subscription Agreement concluded with Shard Merchant Capital Ltd

The funding enabled ZIOC to fully repay its remaining US$744,000 loan to Glencore on 10 July 2024, leaving the Group debt-free from that date onward.

At the start of 2025, 3.7 million shares from the first tranche remained outstanding. During 2025, SMC sold 400,000 of these shares, leaving 3.3 million shares outstanding at year-end. Based on an average share price of 8.38p, the remaining shares were valued at approximately £276,000 (around US$371,000). The 400,000 shares sold during 2025 raised about £38,000 (around US$51,000).

Under the ESA, SMC was required to use reasonable efforts to place the subscribed shares and remit 95% of the gross sale proceeds to ZIOC.

Net Cash flow

Cash balances increased by US$1.167m during 2025 (2024: decrease of US$0.811m). Operating activities utilised US$5.4m (2024: US$1.2m). The Group raised funds of US$23.19m (2024: US$2.02m) from share issuance during the year including US$ Nil (2024: US$0.02m) from the chairman. From these funds, Glencore were repaid US$15.00m with respect to the buy-back arrangement with detail of these transactions set out in the notes to the Financial Statements.

Fundraising activities

The fundraising activities carried out in 2025, totalling US$23.19m (2024: US$Nil), were the equity raise. And from the SMC facility, US$0.01m (2024: US$2.02m) was raised.

Reserves & Resource Statement

The Zanaga Project has defined a 6.9 billion tonne Mineral Resource and a 2.1 billion 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 Group 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 Group 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 with respect to the updated sales revenue, operating expenditure, and capital expenditure, and was 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/dmtu) 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 Group'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/dmtu. 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 Group'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 Southwestern 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 largely depends on movements in iron ore prices. Iron ore prices have historically been volatile and are primarily affected by demand for and prices of steel and the level of iron ore supply. Such prices are also affected by numerous other factors beyond the Group's control, including the relative exchange rate of the U.S. dollar against 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 that there has been some degree of stabilisation in global iron ore prices, the duration of this stabilisation remains uncertain. The level of iron ore prices in the global market remains uncertain. 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 to reflect changed market conditions and expectations regarding iron ore supply and demand. Such risk is reviewed constantly, and any relevant changes are considered.

Risks relating to financing the Zanaga Project

Any decision of the Group to proceed with the 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 Group 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 Group may be unable to obtain debt and/or equity financing in the required amounts, 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 current poor global equity and credit environment may pose additional challenges to the Group's ability to secure equity or debt finance, or to do so on acceptable terms, including with respect to interest rates. 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 are considered.

Risks relating to financing of the Group

The Group 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 Group will continue to expend its cash reserves. Should the Group 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 the Group 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 the Group issues could have rights, preferences and privileges superior to those of the holders of the ordinary shares.

If the Group fails to generate or obtain sufficient financial resources to develop and operate its business, this could materially and adversely affect the Group'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 Group. 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 recent 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 Republic of the Congo (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, which includes 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, 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 Group 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 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 Group 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 Group'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 Group has agreed an MOU with Centrale Electrique du Congo ("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 Group'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 Group 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 land owners 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 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 Group. Such risk is reviewed constantly and any relevant changes considered.

Health and safety risks

The Jumelles part of the ZIOC 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 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 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 Group. 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 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 Group. Furthermore, current fluctuations in inflation, interest rates, and supply chain reliability has the potential to adversely impact the Group 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 has limited cash resources. Although the Group 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 Group. Such shortage could result in further expenditure cuts being introduced by the Group, 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 Group's ability to raise new finance for itself. The Group's existing cash resources may continue to come under increasing pressure unless a more predictable investment, and trading climate materialises in the foreseeable future which benefits the Project and the Group can take steps which result in an improvement of its financial position. Such risk is reviewed constantly and any relevant changes considered.