Zanaga Iron Ore : Notice of Extraordinary General Meeting

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are advised to consult your own stockbroker, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000 immediately.

If you have sold or otherwise transferred all of your shares in Zanaga Iron Ore Company Limited, please pass this document, together with the accompanying documents, as soon as possible to the purchaser or transferee, or to the person through whom the sale or transfer was effected for transmission to the purchaser or transferee.

ZANAGA IRON ORE COMPANY LIMITED

(a company incorporated and registered in the British Virgin Islands with

registered number 1557213)

Notice of General Meeting

Notice of a General Meeting of Zanaga Iron Ore Company Limited ("ZIOC" or the "Company") to be held at the offices of Bryan Cave Leighton Paisner LLP, Governor's House, 5 Laurence Pountney Hill, London EC4R 0BR on 13 December 2022 at 9.00 a.m. is set out at pages 29 to 32 of this document and the recommendation of the Directors is set out on page 28.

Shareholders will find enclosed a Form of Proxy for use at the General Meeting (also referred to as the "GM", "General Meeting" or "Meeting"). The Form of Proxy should be completed and returned to Computershare Investor Services (BVI) Limited, c/o Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY in accordance with the instructions printed on it as soon as possible and, in any event, so as to be received no later than 9.00 a.m. on 9 December 2022 or 48 hours before any adjourned meeting, excluding any part of such 48 hours period falling on a non-Business Day. Holders of Depositary Interests should complete the enclosed Form of Instruction and return this to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, England as soon as possible but in any event to be received not later than 9.00 a.m. on 8 December 2022 or 72 hours before any adjourned meeting, excluding any part of such 72 hours period falling on a non- Business Day. If you hold your Shares in uncertificated form (i.e. in CREST) you may appoint a proxy by completing and transmitting a CREST Proxy Instruction in accordance with the procedures set out in the CREST manual so that it is received by the issuer's agent (ID 3RA50) by not later than 9.00 a.m. on 8 December 2022 or 72 hours before any adjourned meeting, excluding any part of such 72 hours period falling on a non-Business Day. The time of receipt will be taken to be the time from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.

The action to be taken in respect of the General Meeting is set out in the Letter from the Chair.

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General

All statements, other than statements of historical facts, included in this document, including, without limitation, those regarding the Company's financial position, business strategy, plans and objectives of management for future operations or statements relating to expectations in relation to dividends or any statements preceded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "plans", "will", "may", "anticipates", "would", "could" or similar expressions or the negative thereof, are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance, achievements of or dividends paid by the Company to be materially different from actual results, performance or achievements, or dividend payments expressed or implied by such forward looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's net asset value, present and future business strategies and income flows and the environment in which the Company will operate in the future.

These forward-looking statements speak only as of the date of this document. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto, any new information or any change in events, conditions or circumstances on which any such statements are based, unless required to do so by law or any appropriate regulatory authority.

Shareholders should read the risk factors set out in this document that could affect the Company's future performance and the industry in which the Company operates. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this document may not occur.

Competent Persons

The statement in this document 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 document and has given his consent to the inclusion in the document of the matters based on his information in the form and context within which it appears.

The information in this document 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.

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DEFINITIONS

The following definitions apply throughout this document unless the context otherwise requires:

"Acquisition" means the proposed acquisition of Glencore Projects' 50% + one share interest in Jumelles for a minority shareholding in the Company.

"Admission" means the admission to trading on AIM of the Consideration Shares in accordance with the AIM Rules for Companies.

"Affiliate" means any entity that, directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with the entity in question and "Affiliates" shall be construed accordingly. For the purpose of this definition, "control" means the beneficial ownership of 50% or more of the issued equity of any entity (or the whole or majority of the entity's assets), and / or the right or ability to direct or otherwise control the entity or the votes attaching to the entity's issued share capital and "controlled" or "under common control" shall have a similar meaning.

"AIM" means the AIM market operated by the London Stock Exchange.

"AIM Rules for Companies" means the AIM Rules for Companies, as published and amended from time to time by the London Stock Exchange.

"Articles" means the articles of association of the Company as amended from time to time.

"Board" or "Directors" means the directors of the Company from time to time.

"Business Days" means any day (excluding Saturdays and Sundays) on which the major clearing banks are open for business in London, United Kingdom and "Business Day" shall be construed accordingly.

"BVI" means the British Virgin Islands.

"Chair" means the chairman of the General Meeting.

"Completion" means completion of the purchase of the Sale Shares by the Company in accordance with the terms of the Sale and Purchase Agreement.

"Consideration Shares" means 286,340,379 Shares to be issued by the Company to Glencore Projects pursuant to the Acquisition.

"Corporate Governance Code" means the 2018 UK Corporate Governance Code.

"CREST" means the relevant system for the paperless settlement of trades and the holding of uncertificated securities operated by Euroclear in accordance with the CREST regulations.

"CREST Proxy Instruction" means the form of proxy instruction for CREST members in connection with the Meeting of Shareholders.

"Depositary Interests" means the interests representing Shares held through Computershare Investor Services PLC as depositary.

"Director Acceptance Letter" means a letter from the Company to each Nominated Director regarding the terms of each Nominated Director's appointment as a non-executive director of the Company and "Director Acceptance Letters" shall be construed accordingly.

"Euroclear" means Euroclear UK & Ireland Limited, the operator of CREST.

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"Form of Instruction" means the form of instruction for holders of Depositary Interests in connection with the Meeting of Shareholders.

"Form of Proxy" means the form of proxy for use by Shareholders in connection with the Meeting of Shareholders.

"General Meeting", "Meeting of Shareholders", "Meeting" or "GM" means the meeting of Shareholders to be held at 9.00 a.m. on 13 December 2022.

"Glencore International" means Glencore International AG, a company incorporated in Switzerland with the unique enterprise identification number CHE-106.909.694.

"Glencore Projects" means Glencore Projects Pty Limited, a company incorporated in Australia with registered number 128109115.

"Group" means the Company and its subsidiaries.

"Jumelles" means Jumelles Limited, a company incorporated and registered in the British Virgin Islands under company number 1024369.

"Loan Agreement" means the loan agreement dated 29 June 2022 between Jumelles (as borrower) and Glencore Projects (as lender), as amended from time to time.

"Loan Amendment" means the amendment letter dated 22 November 2022 between each of the Company, Jumelles and Glencore Projects amending the terms of the Loan Agreement.

"London Stock Exchange" means London Stock Exchange plc.

"Marketing Agreement" means the marketing agreement dated 22 November 2022 regarding the grant of offtake rights in respect of the supply of high quality iron ore product from the Project entered into between MPD, ZIOC and Glencore International which will take effect immediately prior to Completion.

"Mine" means the Zanaga iron ore mine located in the Republic of Congo that is being developed and shall be owned and operated by MPD or one of its Affiliates.

"MPD" means MPD Congo S.A., the indirect wholly owned subsidiary of Jumelles which holds the benefit of the Project's mining licence.

"Nominated Director" means a proposed non-executive director of the Company nominated by Glencore Projects and to be appointed in accordance with the terms of the Relationship Agreement and the Director Acceptance Letter.

"Notice" or "Notice of GM" means the notice of the General Meeting.

"Product" means all iron ore conforming to certain specifications produced by MPD or its Affiliates from the Mine or in the Republic of Congo using similar infrastructure that is not subject to existing sales arrangements.

"Project" means the Zanaga Iron Ore Project located in the Republic of Congo.

"Relationship Agreement" means the relationship agreement to be entered into regarding the relationship between Glencore Projects (as a Shareholder) and the Company, with effect from Completion.

"Resolutions" means the resolutions set out in the Notice.

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"Sale and Purchase Agreement" means the sale and purchase agreement dated 22 November 2022 entered into between the Company and Glencore Projects in respect of the Acquisition.

"Sale Shares" means 2,000,001 issued ordinary shares of US$1 par value in the capital of Jumelles to be transferred to the Company pursuant to the Acquisition.

"Shareholders" means registered holders of Shares in the Company and "Shareholder" shall be construed accordingly.

"Shares" means ordinary shares of no par value of the Company.

"UK City Code" means the UK City Code on Takeovers and Mergers.

"Xstrata" means Xstrata PLC.

"2014 FS" means the feasibility study, managed by Glencore Projects, which confirms the project economics for the Project.

GLOSSARY OF TECHNICAL TERMS

AL2O3	Alumina (Aluminium Oxide)
Beneficiation	the process of improving (benefiting) the economic value of the ore by removing
	the waste minerals, which results in a higher grade product (concentrate)
dmtu	Dry Metric Tonne Unit
Fe	Iron
FS	Feasibility Study
IODEX	Iron Ore Index
JORC Code	the 2012 Australasian Code for Reporting of Exploration Results, Mineral Resources
	and Ore Reserves 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
LOI	Loss on ignition
LOM	Life of mine
Mineral	a concentration or occurrence of material of intrinsic economic interest in or on the
Resource	Earth's crust in such form, quality and quantity that there are reasonable prospects
	for eventual economic extraction. The location, quantity, grade, geological
	characteristics and continuity of a Mineral Resource are known, estimated or
	interpreted from specific geological evidence and knowledge. Mineral Resources
	are sub-divided, in order of increasing geological confidence, into Inferred,
	Indicated and Measured categories
Mn	Manganese
Mtpa	Million Tonnes Per Annum
Ore Reserve	the economically mineable part of a Measured and/or Indicated Mineral Resource.
	It includes diluting materials and allowances for losses, which may occur when the
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