REG - Ariana Resources PLC - Completion of Acquisition by Merger

Ariana ResourcesAnnouncement

01/07/2024 07:00

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RNS Number : 4755U  Ariana Resources PLC  01 July 2024

1 July 2024

AIM: AAU

 

 

COMPLETION OF ACQUISITION BY MERGER WITH ROCKOVER HOLDINGS LIMITED

BOARD APPOINTMENTS

DIRECTOR/PDMR HOLDING

TOTAL VOTING RIGHTS

Ariana Resources plc ("Ariana" or "the Company"), the AIM-listed mineral
exploration and development company with gold project interests in Africa and
Europe, is pleased to announce that further to shareholder approval at a
General Meeting on 26 June 2024, the all-share merger of the Company and
Rockover Holdings Limited ("Rockover") in accordance with the merger
implementation agreement ("Merger") has completed.

Admission to trading on AIM of the 687,817,998 new ordinary shares of 0.1p
each ("Merger Shares") will take place today at 08.00 am ("Admission").

Accordingly, the Company is pleased to announce the following appointments to
the Board:

Nicholas John Gore Graham, Non-Executive Director, aged 74

Nick is a Chartered Geologist with 50 years' experience in mineral
exploration and mine development, mostly in Zimbabwe, with Falconbridge
Exploration Inc, Kamativi Tin Mines Ltd and managing Cluff Resources PLC and
Reunion Mining PLC. He pioneered heap-leaching in Zimbabwe and discovered and
developed the largest gold mine in the country: Freda Rebecca. He co-founded
Reunion Mining, discovered the Maligreen gold deposit and developed the
Sanyati copper mine in Zimbabwe and Dunrobin gold mine in Zambia.

Nicholas Graham intends to appoint Matthew Randall, aged 68, as his alternate
director*

 

 CURRENT DIRECTORSHIPS            PAST DIRECTORSHIPS WITHIN THE LAST 5 YEARS
 Rockover Holdings Ltd            None

 Canister Investments (Pty) Ltd

 Bateleur Resources Ltd

 Realty Dynamic 58 (Pty) Ltd

 Aboreta Park (Pty) Ltd

 Rockover Administration

 RG Bargy

At Admission, Nicholas Graham's beneficial holding will be 357,946,873
ordinary shares representing 19.52% of the Enlarged Group. His holdings in the
Enlarged Group at Admission will be held through Bateleur Resources plc,
which is 100% owned by the Wellington Trust, which is administered by
Stonewell. Nicholas Graham is the ultimate beneficial owner.

Andrew John du Toit, Operations Director, aged 60

Andrew has 37 years of experience in the Zimbabwean mining industry in roles
from project geologist to general manager. He began his career with the
Zimbabwe Geological Survey (ZGS) and he has been a consultant to Independence
Gold/Lonmin PLC and SRK and a manager for Reunion Mining PLC and Zimplats
Limited (ASX: ZIM). Andrew has extensive operational experience in the gold,
copper and platinum sectors.

 

 CURRENT DIRECTORSHIPS                 PAST DIRECTORSHIPS WITHIN THE LAST 5 YEARS
 Canister Resources (Private) Limited  Carime Technical Services (Private) Limited

                                       Yataghan Investments (Private) Limited

 

Andrew du Toit will not hold ordinary shares at Admission; however, he will
hold an interest in the proceeds from 0.77% of ordinary shares in the Company,
which is contingent on certain conditions being met in the future.

 

Dr. Matthew Martin Randall, Alternate Director to Nicholas Graham, aged 68

Dr. Randall is a principal mining engineer with a career spanning over
40 years, including 23 years with Rio Tinto.

* An alternate director is someone appointed by an existing director under a
company's articles of association to take their place temporarily at board
meetings when the appointing director cannot attend. An alternate director is
a director only temporarily and while acting as alternate, is not formally
appointed to the board.

 

 CURRENT DIRECTORSHIPS          PAST DIRECTORSHIPS WITHIN THE LAST 5 YEARS
 Axe Valley Mining Consultants  None

There is no further information to be disclosed on either the two directors or
the alternate under Schedule Two (g)(iii)-(viii) of the AIM Rules.

TOTAL VOTING RIGHTS

As at the date of this announcement, the Company's issued share capital
consists of 1,834,181,326 ordinary shares with a nominal value of 0.1p each,
with voting rights ("Ordinary Shares"). The Company does not hold any Ordinary
Shares in Treasury. Therefore, the total number of Ordinary Shares in the
Company with voting rights is 1,834,181,326.

 

The above figure of 1,834,181,326 Ordinary Shares 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 share capital of the Company under the FCA's Disclosure
Guidance and Transparency Rules.

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014 as it forms part of UK Domestic Law by virtue of the
European Union (Withdrawal) Act 2018 ("UK MAR").

Contacts:

 

 Ariana Resources plc                           Tel: +44 (0) 20 3476 2080
 Michael de Villiers, Chairman
 Kerim Sener, Managing Director
 Beaumont Cornish Limited (Nominated Adviser)   Tel: +44 (0) 20 7628 3396
 Roland Cornish / Felicity Geidt
 Panmure Gordon (UK) Limited (Joint Broker)     Tel: +44 (0) 20 7886 2500
 Hugh Rich / Atholl Tweedie / Rauf Munir
 WHIreland Limited (Joint Broker)               Tel: +44 (0) 207 2201666

 Harry Ansell / Katy Mitchell / George Krokos

 Yellow Jersey PR Limited (Financial PR)        Tel: +44 (0) 7983 521 488
 Dom Barretto / Shivantha Thambirajah /         arianaresources@yellowjerseypr.com (mailto:arianaresources@yellowjerseypr.com)

Bessie Elliot

 

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.

 

Editors' Note:

 

About Ariana Resources:

Ariana is an AIM-listed mineral exploration and development company 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 production in Türkiye and copper-gold exploration and development
projects in Cyprus and Kosovo.

 

Ariana owns 100% of the Dokwe Gold Project ("Dokwe") following the strategic
merger with Rockover Holdings Limited. Dokwe is made up of the Dokwe North and
Dokwe Central gold deposits which are located in the Tsholotsho District of
southern Zimbabwe. The deposits have a combined JORC Measured, Indicated and
Inferred Resource of over 1.8 million ounces of gold (as at June 2024) and
represents the largest undeveloped gold project in Zimbabwe.

 

The Company holds 23.5% interest in Zenit Madencilik San. ve Tic. A.S. a joint
venture with Özaltin Holding A.S. and Proccea Construction Co. in Türkiye
which contains a depleted total of c. 2.2 million ounces gold equivalent (as
at March 2024, using a price ratio of 90 Ag to 1 Au). The joint venture
comprises the Kiziltepe Mine and Tavsan mines and the Salinbas projects.

 

The Kiziltepe Gold-Silver Mine is located in western Türkiye and contains a
depleted JORC Measured, Indicated and Inferred Resource of 171,700 ounces gold
and 3.3 million ounces silver (as at March 2024). The mine has been in
profitable production since 2017 and has been producing at an average rate of
c.22,000 ounces of gold per annum. A Net Smelter Return ("NSR") royalty of
2.5% on production is being paid to Franco-Nevada Corporation.

 

The Tavsan Gold Mine is located in western Türkiye and contains a JORC
Measured, Indicated and Inferred Resource of 311,000 ounces gold and 1.1
million ounces silver (as at March 2024). Following the approval of its
Environmental Impact Assessment and associated permitting, Tavsan is being
developed as the second gold mining operation in Türkiye and is currently in
construction. A NSR royalty of up to 2% on future production is payable to
Sandstorm Gold.

 

The Salinbas Gold Project is located in north-eastern Türkiye and contains a
JORC Measured, Indicated and Inferred Resource of 1.5 million ounces of gold
(as at July 2020). It is located within the multi-million-ounce Artvin
Goldfield, which contains the "Hot Gold Corridor" comprising several
significant gold- copper projects including the 4 million ounce Hot Maden
project, which lies 16km to the south of Salinbas. A NSR royalty of up to 2%
on future production is payable to Eldorado Gold Corporation.

 

Ariana owns 100% of Australia-registered Asgard Metals Fund ("Asgard"), as
part of the Company's proprietary Project Catalyst Strategy. The Fund is
focused on investments in high-value potential, discovery-stage mineral
exploration companies located across the Eastern Hemisphere and within easy
reach of Ariana's operational hubs in Australia, Türkiye, UK and Zimbabwe.

 

Ariana owns 75% of UK-registered Western Tethyan Resources Ltd ("WTR"), which
operates across south-eastern Europe and is based in Pristina, Republic of
Kosovo. The company is targeting its exploration on major copper-gold deposits
across the porphyry-epithermal transition. WTR is being funded through a
five-year Alliance Agreement with Newmont Mining Corporation
(www.newmont.com) and is separately earning-in to up to 85% of the Slivova
Gold Project.

 

Ariana owns 61% of UK-registered Venus Minerals PLC ("Venus") which is focused
on the exploration and development of copper-gold assets in Cyprus which
contain a combined JORC Indicated and Inferred Resource of 16.6Mt @ 0.45% to
0.80% copper (excluding additional gold, silver and zinc.

 

Panmure Gordon (UK) Limited and WH Ireland Limited are brokers to the Company
and Beaumont Cornish Limited is the Company's Nominated Adviser.

 

For further information on Ariana, you are invited to visit the Company's
website at www.arianaresources.com (http://www.arianaresources.com) .

 

Ends.

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