REG - Ariana Resources PLC - Binding Definitive Agreement for Xinhai Investment

Ariana ResourcesAnnouncement

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RNS Number : 3796M  Ariana Resources PLC  22 December 2025

 

22 December 2025

AIM: AAU

Binding Definitive Agreement for Strategic Investment

Issue of Shares and Total Voting Rights

Ariana Resources plc (AIM: AAU, ASX: AA2, "Ariana" or the "Company"), the
mineral exploration, development and production company with gold project
interests in Africa and Europe, is pleased to announce that it has entered
into a binding definitive agreement with Hongkong Xinhai Mining Services Ltd.
(part of Shandong Xinhai Mining Technology & Equipment Inc.) ("Xinhai") to
provide the Company with A$8 million in immediate funding and to conduct a
Metallurgical Sampling and Testwork Programme and to progress the Definitive
Feasibility Study at the Dokwe Gold Project ("Dokwe" or "the Project") in
Zimbabwe which is 100% owned by Ariana ("Xinhai Strategic Investment").

Highlights:

·    Xinhai to make an A$8 million equity investment to be completed in
Ariana CDIs inclusive of the payment of a A$500,000 Signing-fee, at a price of
A$0.30 per CDIs. The Signing-fee was paid on signing of the Term Sheet.

·    Xinhai will also provide technical services in relation to a
Metallurgical Sampling and Testwork Programme for A$1 million and complete a
Definitive Feasibility Study of Dokwe, under the management of Ariana, for up
to A$2 million to be paid in CDIs at the Issue Price.

·    Xinhai to be granted up to 18,333,333 options to acquire CDIs on a 1
option per 2 CDI issued basis with each option having an exercise price of
A$0.50 per CDI, exercisable until 31 December 2027.

·    Xinhai to nominate one member to the Ariana board on satisfaction of
certain conditions in the definitive agreement.

Dr. Kerim Sener, Managing Director, commented:

"We are very pleased to have been able to fast-track the definitive agreement
with Xinhai over the past two weeks since the completion of the Term Sheet.
This sets the scene for our positive relationship and understanding with
Xinhai and bodes well for our interactions going forward on the advancement of
the Dokwe Gold Project through its feasibility programme."

This announcement contains inside information for the purposes of Article 7 of
EU Regulation 596/2014.

Investment Summary

Ariana has entered into a binding strategic investment agreement with Xinhai
("Definitive Agreement"). Xinhai has already paid a non-refundable signing fee
of A$500,000 to Ariana ("Signing-Fee") and is in the process of transferring a
further A$7,500,000 to the Company under the terms of the Definitive
Agreement.

 

Subject to the satisfaction of certain conditions, Xinhai will make a total
investment worth up to A$11,000,000 into Ariana (inclusive of the
Signing-Fee), whereby Ariana will issue an aggregate of up to 36,666,667 CHESS
Depositary Interests in Ariana ("CDIs") at A$0.30 per CDI (the "Issue Price"),
subject to all applicable requirements of the ASX and AIM Rules, to Xinhai (or
its nominees) (the "Investment").

 

The Investment is intended to be made in three tranches:

 

Tranche 1: Xinhai investing A$8,000,000 in cash into Ariana in exchange for
26,666,667 CDIs which will be issued pursuant to the Company's available ASX
Listing Rule 7.1 capacity. Tranche 1 of the Investment is inclusive of the
Signing-Fee which has already been received by the Company. On completion of
Tranche 1 of the Investment, Xinhai will be entitled to nominate for
appointment to the Ariana Board, one director, with the initial nominee being
Mr. John Zhang. As mentioned above, Xinhai is in the process of transferring
the remaining A$7,500,000 to the Company. The Tranche 1 CDIs are expected to
be issued within 5 business days of signing the Definitive Agreement.

 

Tranche 2: subject to the successful completion of Tranche 1 of the Investment
and the execution of a binding services agreement for the Metallurgical
Sampling and Testwork ("MST") on the Dokwe Project, Xinhai will provide MST
services, based on a programme to be agreed, valued at A$1,000,000 to Ariana
in exchange for 3,333,333 CDIs issued by Ariana, subject to shareholder
approval under ASX Listing Rule 7.1 and any other shareholder approval
requirements under the AIM Rules and English law; and

 

Tranche 3: subject to the successful completion of Tranche 2 of the Investment
and the execution of a binding technical services agreement for the Definitive
Feasibility Study ("DFS") on the Dokwe Project, Xinhai will provide technical
services, based on a budget to be agreed but nominally valued at up to
A$2,000,000, to complete the DFS in exchange for up to 6,666,667 CDIs issued
by Ariana, subject to shareholder approval under ASX Listing Rule 7.1 and any
other shareholder approval requirements under the AIM Rules and English law.

 

All funds received by Ariana pursuant to Tranche 1 of the Investment will be
utilised and allocated by Ariana for general working capital purposes in
accordance with its operational and strategic requirements in its sole and
absolute discretion.

 

Ariana will also grant Xinhai (or its nominees) options to acquire CDIs ("CDI
Options") on the basis of 1 CDI Option for every 2 CDIs issued at an exercise
price of A$0.50 per CDI, exercisable until 31 December 2027:

·    upon completion of Tranche 1 of the Investment, 13,333,333 CDI
Options;

·    upon completion of Tranche 2 of the Investment, 1,666,667 CDI
Options; and

·    upon completion of Tranche 3 of the Investment, up to 3,333,333 CDI
Options.

 

Each tranche of CDI Options will be issued subject to Ariana shareholder
approval under ASX Listing Rule 7.1 and any other shareholder approval
requirements under the AIM Rules and English law. In addition to the
shareholder approvals referred to above, completion of each Tranche of the
Investment will be subject to satisfaction of customary conditions precedent.

Following completion of the Tranche 1 investment, to include the issue of fee
shares as set out below, Xinhai will hold CDIs representing 10.19% of Ariana's
issued share capital (on an undiluted basis).

 

Ariana has agreed to appoint a Xinhai nominee to the Ariana Board.  This
appointment is subject to Ariana's nominated adviser completing its due
diligence on the nominee, and on other customary conditions to appointment.
Ariana will make a further announcement regarding this appointment once these
conditions have been satisfied.

 

Ariana has agreed to pay management and success fees totalling 6% of the
amount of the Investment to corporate advisers to the Company, payable in cash
and/or shares, at the discretion of the Company (exclusive of GST).

 

For the initial Tranche 1 investment, the fee will be paid as follows:

 

·    a management fee equal to 2% of the gross proceeds of the Tranche 1
investment will be paid in cash in cash to Shaw and Partners Limited under a
lead manager mandate; and

 

·   a selling fee equal to 4% of the group proceeds of the Tranche 1
investment will be paid to Hongmen Capital Holdings Pty Ltd (or its nominees)
("Hongmen")  via the issue of 1,066,667 CDIs and 533,333 CDI Options, on the
same terms as noted above.  The CDIs will be issued pursuant to the Company's
available ASX Listing Rule 7.1 capacity.  The CDI Options will be issued
subject to Ariana shareholder approval under ASX Listing Rule 7.1 and any
other shareholder approval requirements under the AIM Rules and English law.
GST will be paid separately in cash.

 

Admission to AIM

-   To create the Tranche 1 CDIs, application will be made for 266,666,670
new ordinary shares, ("Tranche 1 Shares") which will rank pari passu with all
existing ordinary shares, to be admitted to trading on AIM ("Admission); and

-     To create the CDIs pursuant to the Hongmen selling fee ("Fee
Shares"), application will be made for 10,666,670 new ordinary shares, which
will also rank pari passu wil all existing ordinary shares to be admitted to
trading on AIM ("Admission").

-     Admission is expected on or around 30 December 2025.

 

Total Voting Rights

 

Upon Admission of the Tranche 1 Shares and the Fee Shares (together the "New
Ordinary Shares"), the Company's issued Ordinary Share capital will consist of
2,615,711,381 Ordinary Shares (including Ordinary Shares underlying the CDIs)
with one voting right each. The Company does not hold any Ordinary Shares in
treasury. Therefore, from Admission, the total number of Ordinary Shares
(including Ordinary Shares underlying the CDIs) and voting rights in the
Company will be 2,615,711,381. With effect from Admission, this figure may be
used by Shareholders in the Company as the denominator for the calculations by
which they will determine if they are required to notify their interest in, or
a change to their interest in, the Company under the FCA's Disclosure Guidance
and Transparency Rules.

 

About Xinhai

Founded in 1997, Shandong Xinhai Mining Technology & Equipment Inc.
(www.xinhaimining.com (http://www.xinhaimining.com) ) has grown into an
integrated EPC+M+O mining solutions provider with end-to-end capabilities
across engineering, procurement, construction, project management and
operations. Leveraging two manufacturing hubs, an in-house metallurgical
testing and research centre, and a global workforce of more than 1,300
employees, Xinhai delivers standardised, scalable and cost-efficient solutions
to mining projects worldwide.

 

The company has served nearly 2,500 mines across multiple jurisdictions and
executed over 600 EPC+M+O projects, establishing a differentiated position in
full-cycle mine development. Xinhai's operating model integrates metallurgical
research capability, engineering expertise, manufacturing capacity and
lifecycle management to support clients in developing modern, energy-efficient
and commercially sustainable operations.

 

Xinhai has an established track record in Zimbabwe, having completed the
feasibility, design and construction of a 2 Mtpa lithium beneficiation plant
within 364 days, with a peak on-site workforce of over 1,000 personnel
(approximately 400 from China and 600 locally engaged) between June 2022 and
June 2023.

 

The company is currently completing its fully-owned gold processing plant in
Gweru, in central Zimbabwe, which is expected to commence operations in
January 2026, and which has been supported by a construction workforce of
approximately 130-180 personnel since May 2025.

 

- ENDS -

 

The Board of Ariana Resources plc has approved this announcement and
authorised its release.

 

For further information on the Company, please visit the website, or please
contact the following:

 

Contacts:

 

 Ariana Resources plc                              Tel: +44 (0) 20 3476 2080

 Michael de Villiers, Chairman

 Dr. Kerim Sener, Managing Director

 Beaumont Cornish Limited                          Tel: +44 (0) 20 7628 3396

 (Nominated Adviser)

 Roland Cornish / Felicity Geidt

 Zeus Capital (Joint Broker)                       Tel: +44 (0) 203 829 5000

 Harry Ansell / Katy Mitchell

 Fortified Securities (Joint Broker)               Tel: +44 (0) 203 411 7773

 Guy Wheatley

 Yellow Jersey PR Limited (UK Financial PR)        Tel: +44 (0) 7983 521 488

 Dom Barretto / Shivantha Thambirajah              arianaresources@yellowjerseypr.com

 M&C Partners (Aus Financial PR)                   Tel: +61 438 227 286

 Christina Granger / Ben Henri                     christina.granger@mcpartners.com.au

 Shaw and Partners Limited                         Tel: +61 (0)2 9238 1268

 (Lead Manager - ASX)

 Damien Gullone

Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated
Adviser and is authorised and regulated by the FCA. Beaumont Cornish's
responsibilities as the Company's Nominated Adviser, including a
responsibility to advise and guide the Company on its responsibilities under
the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed
solely to the London Stock Exchange. Beaumont Cornish is not acting for and
will not be responsible to any other persons for providing protections
afforded to customers of Beaumont Cornish nor for advising them in relation to
the proposed arrangements described in this announcement or any matter
referred to in it.

 

About Ariana Resources:

Ariana is a mineral exploration, development and production company dual
listed on AIM (AIM: AAU) and ASX (ASX: AA2), with an exceptional track
record of creating value for its shareholders through its interests in active
mining projects and investments in exploration companies. Its current
interests include a major gold development project in Zimbabwe, gold-silver
production in Türkiye and copper-gold-silver exploration and development
projects in Kosovo and Cyprus.

For further information on the vested interests Ariana has, please visit the
Company's website at www.arianaresources.com (http://www.arianaresources.com)
.

Zeus Capital Limited, Fortified Securities and Shaw and Partners Limited are
the brokers to the Company and Beaumont Cornish Limited is the Company's
Nominated Adviser.

Ends.

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