Aim-listed Zanaga Iron Ore Company (ZIOC) has reached an agreement with Glencore subsidiary, Glencore Projects, for the acquisition of its controlling shareholding in the Zanaga iron-ore project, in Congo-Brazzaville.
This is through the purchase of Glencore Projects’ 50% plus one share interest in Jumelles, an entity which indirectly holds the benefit of the project’s mining licence, for a minority shareholding in ZIOC.
ZIOC is the owner of 50% less one share in the Zanaga project through its investment in its associate Jumelles.
ZIOC and MPD, an indirect wholly owned subsidiary of Jumelles which holds the benefit of the project’s mining licence, have also entered into a marketing agreement with Glencore International, which will take effect immediately prior to completion, for the sale and purchase of all future iron-ore production from the project or any other of its or its affiliates’ assets using similar infrastructure in the country.
Subject to ZIOC shareholder approval, the acquisition will be concluded through the issuance of 286.3-million new shares to Glencore Projects, which is expected to represent a shareholding of 48.26% in ZIOC on completion.
A relationship agreement is to be entered into between Glencore Projects and ZIOC with effect from completion to ensure the company can carry on its business independently of Glencore Projects.
Glencore Projects will have the right, with effect from completion, to appoint two nonexecutive directors to the ZIOC board.
There is a life-of-mine marketing agreement granting Glencore International the exclusive marketing rights for all iron-ore conforming to certain specifications produced by MPD, ZIOC or their respective affiliates from the project or Congo-Brazzaville using similar infrastructure that is not subject to existing sales arrangements.
There is also an agreement by Glencore Projects to buy from MPD or the company the product, or sell the product on behalf of the company on arm’s length terms.
Glencore International will be entitled to receive a marketing fee in accordance with the detailed provisions of the marketing agreement.
To fund the project’s continuing work programme and budget, as well as the working capital requirements of ZIOC, until December 31, 2023, Glencore Projects has agreed to amend the terms of the loan agreement with an increase in loan quantum from $1.2-million to $1.8-million.
It has also extended the loan repayment date to December 31, 2023.
Also, Jumelles may use up to $200 000 of the loan facility to advance loans to ZIOC to fund its working capital.
“The acquisition of Glencore Projects’ shareholding in the project is a key milestone for ZIOC’s shareholders, demonstrating to third-party investors that the project is now represented by a single entity and management strategy.
“The acquisition is value accretive to shareholders and increases effective equity ownership of the project by existing shareholders, enhancing their look-through ownership of the project and securing control of the project without paying any premium for such interest,” comments ZIOC nonexecutive chairperson Clifford Elphick.
“Furthermore, entering into the marketing agreement with Glencore International now provides comfort to investors and financiers that the project’s future production is underpinned by one of the largest iron-ore traders globally,” he adds.