REG - Ariana Resources PLC - Dual Listing on ASX and Total Voting Rights

Ariana ResourcesAnnouncement

08/09/2025 12:45

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RNS Number : 4450Y  Ariana Resources PLC  08 September 2025

8 September 2025

AIM: AAU

ASX: AA2

CORPORATE UPDATE

 

Dual Listing on Australian Securities Exchange (ASX)

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 confirm that the Company has
today been admitted to the Official List of the Australian Securities Exchange
("ASX").

Chess Depositary Interests over the Company's ordinary shares ("CDIs") will
commence trading on ASX under the ticker "AA2" at 12:00PM AEST on Wednesday,
10 September 2025.  Each CDI represents 10 shares in the capital of the
Company.  The issue of the CDIs will represent 394,427,760 new Ordinary
Shares of 0.1 pence each in the capital of the Company ("New Ordinary
Shares") at an effective price of 1.34p (based on an exchange rate of
£1.00=A$2.07) per New Ordinary Share which on issue will represent
approximately 16.87% of the enlarged issued share capital of the Company.

Application will be made for the New Ordinary Shares which on issue will
rank pari passu in all respects with the existing Ordinary Shares in issue
to be admitted to trading on AIM ("Admission") and Admission is now expected
to become effective on 10 September 2025.

The Company's shares will continue to trade on the AIM market ("AIM") of the
London Stock Exchange under the ticker "AAU".

In satisfaction of the pre-quotation disclosure announcements on ASX, various
announcements have been released on the Company's ASX market platform
("Pre-Quotation Disclosure Announcements"). The Pre-Quotation Disclosure
Announcements, including the Company's ASX corporate governance statement are
available on the ASX website via www.asx.com.au/markets/company/AA2 and also
on the Company's website under
https://www.arianaresources.com/investors/regulatory-news. The material
information included within the Pre-Quotation Disclosure Announcements is
extracted below.

Where an amount is expressed as in A$ and £, or A$ and US$ the conversions
are based on the following indicative exchanges rate of £1.00 = A$2.07, and
£1.00 = US$1.35, respectively.

Proposed Exploration Programme and Development Plan

Set out below is a further breakdown of the Company's proposed exploration
programme and development plan over the first 12 months following admission to
the ASX ("Admission") with the amounts shown in A$ and £:

 PROPOSED EXPLORATION PROGRAMME AND DEVELOPMENT PLAN (A$)
 PHASE              ACTIVITY             ZIMBABWE                                       KOSOVO (SLIVOVA)  CYPRUS   TOTAL
                    DOKWE NORTH                     DOKWE CENTRAL  REGIONAL  TOTAL
 Target Generation  Research             -          -              -         -          -                 10,000   10,000
                    Geological mapping   -          -              -         -          -                 5,000    5,000
                    Geochemical surveys  -          -              -         -          -                 20,000   20,000
                    Geophysics           -          -              -         -          -                 20,000   20,000
 SUB-TOTAL                               -          -              -         -          -                 55,000   55,000
 Drill Programmes   RC Drilling          300,000    150,000        50,000    500,000    -                 -        500,000
                    Diamond Drilling     1,250,000  750,000        -         2,000,000  -                 -        2,000,000
 SUB-TOTAL                               1,550,000  900,000        50,000    2,500,000  -                 -        2,500,000
 FS Studies                              700,000    300,000        -         1,000,000  200,000           125,000  1,325,000
 EIA                                     -          -              -         -          200,000           20,000   220,000
 SUB-TOTAL                               700,000    300,000        -         1,000,000  400,000           145,000  1,545,000
 TOTAL                                   2,250,000  1,200,000      50,000    3,500,000  400,000           200,000  4,100,000

 

 PROPOSED EXPLORATION PROGRAMME AND DEVELOPMENT PLAN (£)
 PHASE              ACTIVITY             ZIMBABWE                                       KOSOVO (SLIVOVA)  CYPRUS  TOTAL
                    DOKWE NORTH                     DOKWE CENTRAL  REGIONAL  TOTAL
 Target Generation  Research             -          -              -         -          -                 4,831   4,831
                    Geological mapping   -          -              -         -          -                 2,415   2,415
                    Geochemical surveys  -          -              -         -          -                 9,662   9,662
                    Geophysics           -          -              -         -          -                 9,662   9,662
 SUB-TOTAL                               -          -              -         -          -                 26,570  26,570
 Drill Programmes   RC Drilling          144,928    72,464         24,155    241,546    -                 -       241,546
                    Diamond Drilling     603,865    362,319        -         966,184    -                 -       966,184
 SUB-TOTAL                               748,792    434,783        24,155    1,207,729  -                 -       1,207,729
 FS Studies                              338,164    144,928        -         483,092    96,618            60,386  640,097
 EIA                                     -          -              -         -          96,618            9,662   106,280
 SUB-TOTAL                               338,164    144,928        -         483,092    193,237           70,048  746,377
 TOTAL                                   1,086,957  579,710        24,155    1,690,821  193,237           96,618  1,980,676

The above tables are a statement of current intentions as of the date of this
announcement. As with any budget, intervening events (including exploration
success or failure) and new circumstances have the potential to affect the
manner in which funds are ultimately applied. The Board reserves the right to
alter the way funds are applied on this basis.

RiverFort Facility

The Company confirms that it has paid US$1,266,780.82 (£938,716.26) as a
partial repayment under the RiverFort Facility, with US$1 million (£741,025)
outstanding. The outstanding amount (including interest) will be either repaid
in cash in full in accordance with the repayment schedule (as contemplated by
the above use of funds table) or converted into Shares or CDIs in accordance
with the conversion rights under the RiverFort Facility.

Use of Funds

The Company intends to apply funds raised from the capital raising conducted
as part of the dual-listing on the ASX ("ASX Offer"), together with existing
cash reserves post-Admission, but excluding funds expected to be delivered
from its Turkish operations, over the first year following Admission as
follows:

 FUNDS AVAILABLE                                                               A$    £    %
 Existing cash reserves                                                        0.4   0.2  3.5%
 Funds raised from the ASX Offer                                               11.0  5.3  96.5%
 Total                                                                         11.4  5.5  100.0%
 ALLOCATION OF FUNDS
 Feasibility Study: Dokwe Project                                              1.0   0.5  8.8%
 Drilling Programme: Dokwe Project                                             2.5   1.2  21.9%
 Slivova Gold-Silver Project(1)                                                0.4   0.2  3.5%
 Funding of Western Tethyan Alliance(2)                                        0.4   0.2  3.5%
 Funding of Venus Minerals                                                     0.2   0.1  1.8%
 Part repayment of RiverFort Facility on or prior to Admission(3)              1.9   0.9  16.7%
 Part repayment of RiverFort Facility in the 12 months following Admission(3)  1.5   0.7  13.2%
 Working capital and corporate administrative costs(4,5)                       2.0   1    17.5%
 Expenses of the ASX Offer                                                     1.5   0.7  13.2%
 Total                                                                         11.4  5.5  100.0%

 

Notes:

1.      Assumes the new exploration licence on the Slivova Gold-Silver
Project is granted following application in May 2025. If the exploration
licence is not granted, these funds will be applied towards granted tenure.

2.      Funds will be applied towards future projects under the Newmont
Alliance.

3.      US$1 million (A$1.52 million) is outstanding under the RiverFort
Facility at Admission. This assumes the outstanding amount and interest are
repaid in cash in full in accordance with the repayment schedule, with no
conversion of the outstanding amount into Shares or CDIs in accordance with
conversion rights under the RiverFort Facility).

4.      This announcement assumes that the outstanding amount and
interest of the RiverFort Facility will be paid down in part using funds
raised from the ASX Offer, with the amount outstanding and all interest
payable following Admission to be repaid in cash under a 13 month repayment
schedule which applies from November 2025. RiverFort may elect to convert the
outstanding monies under the RiverFort Facility into Shares or CDIs. If this
occurs, the funds will be applied towards exploration and/or working capital.

5.      Administration costs include the general costs associated with
the management and operation of the Company's business including
administration expenses, management salaries, directors' fees, rent and other
associated costs (estimated to be A$1.6 million).

6.      To the extent that:

a.       the Company's activities warrant further exploration; or

b.       the Company identifies additional acquisition or investment
opportunities,

the Company's working capital will also be utilised to fund such further
exploration activities and/or acquisition or investment costs (including due
diligence investigations and expert's fees in relation to such acquisitions or
investments) as applicable. Any amounts not so expended will be applied toward
corporate and administration costs for the period subsequent to the initial 12
month period following Admission.

The above table is a statement of current intentions as of the date of this
announcement. Investors should note that, as with any budget, the allocation
of the funds may change depending on various intervening events and new
circumstances, including the outcome of exploration activities (including,
exploration success or failure), regulatory developments and market and
general economic conditions. Accordingly, the Board reserves the right to
alter the way funds are applied on this basis.

Capital Structure

The Company's capital structure as at the date of Admission is as follows:

 Security                          Number
 Shares                            2,338,378,041
 CDIs quoted on ASX                39,686,589 (the underlying Shares are also included in the row above)
 Share Options currently on issue  25,000,000
 CDI Options currently on issue    4,444,444

Restricted Securities

The following securities will be subject to restriction pursuant to the ASX
Listing Rules for the period outlined below.

 Security                                                                      Number       Restriction Period
 Shares                                                                        393,806,472  24 months from the date of quotation
 CDIs                                                                          400,875      24 months from the date of quotation

 (including the Shares underlying the CDIs which are not included in the row
 above)
 Existing Options                                                              25,000,000   Until 12 November 2025

 (including any Shares/CDIs issued on exercise)
 Lead Manager CDI Options                                                      4,444,444    24 months from the date of quotation

 (including any Shares/CDIs issued on exercise)

Total Voting Rights

Upon Admission of the New Ordinary Shares, the Company's issued Ordinary Share
capital will consist of 2,338,378,041 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 2,338,378,041. 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.The Board
of Ariana has approved this announcement and authorised its release.

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

 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

 Shaw and Partners (Lead Manager - ASX)         Tel: +61 (0)2 9238 1268

 Damien Gullone

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

 Dom Barretto / Shivantha Thambirajah /         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.

 

About Ariana Resources plc:

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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