REG - Ariana Resources PLC - Final Audited Results for the Year Ended 31 Dec 25
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RNS Number : 7070Y Ariana Resources PLC 31 March 2026
31 March 2026
AIM: AAU
ASX: AA2
Final Audited Results for the Year Ended 31 December 2025
Ariana Resources plc ("Ariana" or "the Company"), the AIM-listed mineral
exploration and development company with gold mining interests
in Africa and Europe, announces its audited results for the year ended 31
December 2025.
The Report and Accounts will be posted to shareholders as applicable and are
available on the Company's website (https://arianaresources.com/) .
In accordance with Rule 20 of the AIM Rules, Ariana Resources confirms that
the annual report and accounts for the year ended 31 December 2025 will be
available to view on the Company's website (https://arianaresources.com/)
and will be posted to shareholders. The AGM will be held on 29 May 2026,
at 10.30 a.m. at East India Club, 16 St James's Square, London, SW1Y 4LH.
Chairman's Statement
The past year has been one of significant progress for Ariana, achieved
against a backdrop of considerable global economic and geopolitical
uncertainty. Despite periods of macroeconomic volatility during 2025, the
strong performance of precious metals, particularly gold, which rose by more
than 70% to record levels, has reinforced the strategic value of high-quality
gold assets. Continued geopolitical tension and uncertainty surrounding global
monetary systems have further strengthened gold's role as a safe-haven asset,
creating a favourable environment for well-positioned project developers such
as Ariana.
During this period, Ariana successfully completed its debut listing on the
Australian Securities Exchange ("ASX") in September 2025. The listing was
accompanied by the largest capital raising in the Company's history and
significantly strengthened the Company's balance sheet. This milestone
provides Ariana with enhanced access to international capital markets and has
enabled the continued accelerated development of its flagship Dokwe Gold
Project in Zimbabwe.
The commissioning of the Tavşan Gold Mine during the second half of 2025
marked an important step in maintaining output for Zenit Mining Operations in
Türkiye. Tavşan is now in production and is expected to deliver production
levels comparable to the historical output of the Kiziltepe Mine, while
maintaining all-in sustaining costs broadly in line with industry averages.
Ongoing exploration drilling continues to test extensions to the known
mineralisation, with encouraging results suggesting potential to extend the
forecast eight-year total mine life.
Exploration and technical work at the Dokwe Gold Project continued to deliver
positive results during 2025. Drilling and soil sampling programmes identified
new gold anomalism and further enhanced the overall understanding of the
project's mineralised system. These results reinforce our view that Dokwe
represents part of a potentially world-class gold district with considerable
development potential. During the year, the Company continued with a range of
technical studies aimed at accelerating project development through the
feasibility stage and positioning Dokwe as Ariana's next major producing
asset.
An important contributor to the efficiency of our exploration programmes has
been the successful implementation of DetectORE(TM) technology at the Dokwe
site. This system provides near-real-time gold analytical data, allowing field
teams to evaluate drilling results within approximately 48 hours. The
technology significantly improves decision-making during drilling campaigns,
enhances operational efficiency and reduces exploration costs. I would like to
acknowledge the outstanding work of Ariana's geological team in implementing
and utilising this capability.
Collaboration with industry partners remains central to Ariana's development
strategy. During the year, we welcomed the Xinhai Group as a new shareholder
and development partner for the Dokwe Project. Xinhai brings extensive
engineering, technical and mine development expertise, and we look forward to
working closely with their team on the accelerated development of the project.
Initially, Xinhai will provide technical services in relation to a
Metallurgical Sampling and Testwork Programme and the completion of a
Definitive Feasibility Study of Dokwe, under the management of Ariana.
Reflecting the Company's continued growth, Ariana strengthened its Board
during the year. Michael Atkins joined the Board in mid-2025 and brings
extensive experience across both the mining and financial sectors, including
significant work in southern Africa. Michael has already made a valuable
contribution, particularly in supporting the Company's ASX listing. John Zhang
is also joining the Board as Xinhai's representative following their
investment in Ariana. John will bring considerable experience in minerals
processing, mining equipment supply and project development and will play an
important role as we advance the Dokwe Project.
As the Company evolves, it is also important to recognise those who have
contributed to Ariana's success over many years. In particular, I would like
to acknowledge Erhan Şener, who has retired after a long and distinguished
20-year career with the Company. Erhan has been instrumental in building
Ariana's operations in Türkiye from early exploration through to successful
gold production, and his contribution to the Company's development has been
exceptional.
The broader mining industry also marked the passing of Dr Richard Viljoen
during the year, a pioneering geologist whose work on komatiite-hosted mineral
systems has had a lasting influence on our understanding of greenstone belt
evolution and gold mineralisation in terranes such as those being developed by
Ariana in Zimbabwe. In recognition of the importance of supporting future
generations of geoscientists, Ariana continues to support the Richard Osman
Scholarship at the Camborne School of Mines.
The achievements of the past year would not have been possible without the
dedication of Ariana's employees, advisers and partners. We also extend our
appreciation to our partners in Türkiye for their continued operational
excellence, including the successful commissioning of Tavşan and the ongoing
management of the Zenit operations.
On behalf of the Board, I would like to thank our shareholders and
stakeholders for their continued support. With gold and silver production
continuing in Türkiye, a strengthened capital position following our ASX
listing, and the advancing Dokwe development project in Zimbabwe, Ariana is
well-positioned for its next phase of growth.
We look forward to welcoming shareholders at the upcoming Annual General
Meeting.
Michael de Villiers
Chairman
Outlook
Looking ahead through 2026, Ariana remains well-positioned to continue its
evolution as a diversified multi-asset exploration and development company.
Following the commencement of heap-leach processing at the Tavşan, production
from Zenit Mining Operations is expected to provide important financial
support for the advancement of the Company's broader portfolio.
A central priority for the Company will be the continued advancement of the
Dokwe Gold Project toward production. With its favourable project economics,
large-scale resource base and potential for expansion through exploration,
Dokwe represents a transformational opportunity within the Company's portfolio
and provides an exceptional foundation for long-term growth.
At the same time, the Company is expecting to witness further development of
its interest in the Turkish operations and pursue opportunities to unlock
additional value within its broader portfolio of investments, including the
advancement of its exploration interests across south-eastern Europe.
Social and environmental licence to operate remains a core component of the
Company's approach and has been a vital, yet infrequently recognised, factor
in our project development success to date. Community engagement processes
continue to be strengthened, and environmental and social considerations are
integrated into project planning from the earliest stages of our exploration
and development programmes.
With a disciplined approach to capital allocation, strong technical
capabilities and an exceptional track record of project development, Ariana
enters the next phase of robust growth and a clear strategic focus.
Financial Review
The Directors are pleased to report a strengthened Consolidated Statement of
Financial Position as at 31 December 2025. Cash and cash equivalents increased
significantly to £5.4m (2024: £0.9m), following the successful ASX listing
in September and the strategic investment completed with Xinhai in December.
This also enabled the Group to reduce the RiverFort loan facility, with the
remaining balance being repayable over the next reporting period (post-period
end, converted in full to Ordinary Shares). The Group's investment in Zenit is
now recognised at £17.5m following its remeasurement to fair value as at 30
June 2025. Capitalised exploration and evaluation assets across Türkiye,
Zimbabwe and Kosovo increased to £19.3m (2024: £18.1m), primarily driven by
an increased focus and investment in the Dokwe Gold Project in Zimbabwe.
The Directors report a loss before tax of £12.4m for the year (2024: profit
of £2.7m), which is primarily driven by a change in the accounting treatment
of the Group's interest in Zenit. During the year, the Group's reporting
structure evolved to reflect its portfolio more appropriately. Up to 30 June
2025, the Group recognised its 23.5% share of Zenit's profit or loss within
the Consolidated Income Statement. From 1 July 2025, the Group ceased applying
the equity method and now measures its interest in Zenit as a financial asset
at fair value through profit or loss. This change provides a more appropriate
and understandable representation of the economic substance of the Group's
interests. As a result of this reclassification, there was a cumulative
non-cash loss of £10.9m (£4.1m loss on remeasurement to fair value and a
£6.8m recycled foreign currency translation loss) recognised within the
Consolidated Income Statement for the year ended 31 December 2025.
Other comprehensive income for the year comprised a £3.8m gain to the
translation reserve (2024: £3.7m gain), reflecting the impact of foreign
currency movements across the Group's international operations.
The Directors remain confident that the Group is well‑funded to deliver its
planned exploration programmes and continue advancing its diversified
portfolio.
- 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 (mailto:christina.granger@mcpartners.com.au)
.com.au
Shaw and Partners Limited
Tel: +61 (0)2 9238 1268
(Lead Manager - ASX)
Damien Gullone
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.
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2025
Continuing operations Note 2025 2024
£'000 £'000
Administrative costs (net of exchange gains) 4a (2,288) (2,737)
General exploration expenditure (265) (167)
Operating loss 4b (2,553) (2,904)
Profit on disposal of gold bullion backed bank accounts 5a - 170
Fair value loss on listed investments through profit or loss 13 (10) (134)
Share of profit of associate accounted for using the equity method 6c 1,142 5,688
Share of loss of associate accounted for using the equity method 6b (69) (316)
Loss on remeasurement to fair value 6c (4,129) -
Recycled foreign currency translation loss on loss of significant influence 6c (6,751) -
Foreign exchange gain on translation of financial asset measured at fair value 6c 3532 -
Finance costs 5b (410) (34)
Other income 578 77
Investment income 14 164
(Loss) /Profit before tax (12,356) 2,711
Taxation 8 (4) (19)
(Loss) /Profit for the year from continuing operations (12,360) 2,692
Earnings per share (pence) attributable to equity holders of the company
Basic and diluted 10 (0.01) 0.18
Other comprehensive income
Items that are or may be reclassified subsequently to profit or loss:
Exchange differences on translating foreign operations 3,820 3,726
Other comprehensive income for the year net of income tax 3,820 3,726
Total comprehensive (Loss) /Profit for the year (8,540) 6,418
Consolidated Statement of Financial Position
For the year ended 31 December 2025
Note 2025 2024
£'000
£'000
Assets
Non-current assets
Trade and other receivables 16 - 238
Financial assets at fair value through profit or loss 13 664 617
Intangible assets 11 75 93
Land, property, plant and equipment 12 155 227
Investment in associates accounted for using the equity method 6a-c 2,075 23,479
Financial asset at fair value 6d 17,460 -
Exploration expenditure 14 19,309 18,122
Earn-In advances 14a - 755
Total non-current assets 39,738 43,531
Current assets
Trade and other receivables 17 1,312 1,149
Cash and cash equivalents 5,436 913
Total current assets 6,748 2,062
Total assets 46,486 45,593
Equity
Called up share capital 19 2,616 1,834
Share premium 19 26,386 16,995
Share option reserve 19 332 -
Other reserves 720 720
Translation reserve (9,602) (13,422)
Retained earnings 24,780 37,140
Total equity attributable to equity holders of the parent 45,232 43,267
Non-controlling interest 140 140
Total equity 45,372 43,407
Liabilities
Current liabilities
Trade and other payables 18a 1,029 1,453
Total current liabilities 1,029 1,453
Non-current liabilities
Other financial liabilities and provisions 18b 85 733
Total non-current liabilities 85 733
Total equity and liabilities 46,486 45,593
Company Statement of Financial Position
For the year ended 31 December 2025
Note 2025 2024
£'000 £'000
Assets
Non-current assets
Trade and other receivables 16 4,614 1,578
Investments in group undertakings 15a 16,652 16,194
Investment in associate accounted for using the equity method 6 2,075 2,144
Total non-current assets 23,341 19,916
Current assets
Trade and other receivables 17 473 239
Cash and cash equivalents 5,150 -
Total current assets 5,623 239
Total assets 28,964 20,155
Equity
Called up share capital 19 2,616 1,834
Share premium 19 26,386 16,995
Share option reserve 19 332 -
Retained earnings (676) 1,300
Total equity 28,658 20,129
Liabilities
Current liabilities
Trade and other payables 18a 306 26
Total current liabilities 306 26
Total equity and liabilities 28,964 20,155
Consolidated Statement of Changes in Equity
For the year ended 31 December 2025
Share Share Other Translation reserve Retained Share option reserve Total attributable to equity holders of parent Non- Total
capital premium reserves £'000 earnings £'000 £'000 controlling £'000
£'000 £'000 £'000 £'000 interest
£'000
Changes in equity to
31 December 2024
Balance at 1,147 2,207 720 (17,148) 34,448 - 21,374 140 21,514
1 January 2024
Profit for the year - - - - 2,692 - 2,692 - 2,692
Other comprehensive income - - - 3,726 - - 3,726 - 3,726
Total comprehensive income - - - 3,726 2,692 - 6,418 - 6,418
Issue of ordinary shares 687 14,788 - - - - 15,475 - 15,475
Balance at 1,834 16,995 720 (13,422) 37,140 - 43,267 140 43,407
31 December 2024
Changes in equity to
31 December 2025
Loss for the year - - - - (12,360) - (12,360) - (12,360)
Other comprehensive income - - - 3,820 - - 3,820 - 3,820
Total comprehensive income - - - 3,820 (12,360) - (8,540) - (8,540)
Issue of ordinary shares 782 9,391 - - - - 10,173 - 10,173
Issue of share options - - - - - 332 332 - 332
Transactions with owners 782 9,391 - - - 332 10,505 - 10,505
Balance at 2,616 26,386 720 (9,602) 24,780 332 45,232 140 45,372
31 December 2025
Company Statement of Changes in Equity
For the year ended 31 December 2025
Share Share Share Retained Total
option
capital premium
earnings £'000
reserve
£'000 £'000
£'000
£'000
Changes in equity to
31 December 2024
Balance at 1 January 2024 1,147 2,207 - 3,130 6,484
Loss for the year - - - (1,830) (1,830)
Total comprehensive income - - - (1,830) (1,830)
Issue of ordinary shares 687 14,788 - - 15,475
Balance at 31 December 2024 1,834 16,995 - 1,300 20,129
Changes in equity to
31 December 2025
Loss for the year - - - (1,976) (1,976)
Total comprehensive income - - - (1,976) (1,976)
Issue of ordinary shares 782 9,391 - - 10,173
Issue of share options - - 332 - 332
Transactions with owners 782 9,391 332 - 10,505
Balance at 31 December 2025 2,616 26,386 332 (676) 28,658
Consolidated Statement of Cash Flows
For the year ended 31 December 2025
2025 2025 2024 2024
£'000 £'000 £'000 £'000
Cash flows from operating activities
(Loss)/Profit for the year (12,360) 2,692
Adjustments for:
Depreciation of non-current assets 79 119
Share of profit in equity accounted associate (1,142) (5,688)
Write down of exploration asset 125 -
Share of loss in equity accounted associate 69 316
Fair value loss on listed investments 27 134
Profit on disposal of gold bullion backed bank accounts - (170)
Share options 332 -
Profit on disposal of property, plant and equipment (41) -
Recycled foreign translation loss 6,751 -
Loss on remeasurement to fair value 3,777 -
Finance costs 410 34
Investment income (14) (164)
Consultancy fees received in shares (33) (135)
Professional fees settled in shares 104 -
Income tax expense 4 19
Total adjustments for non-cash items 10,448 (5,535)
Movement in working capital (1,912) (2,843)
Increase in trade and other receivables (437) (132)
Decrease in trade and other payables (226) (60)
Cash outflow from operating activities (2,575) (3,035)
Taxation paid - (57)
Net cash used in operating activities (2,575) (3,092)
Cash flows from investing activities
Earn-In Advances - (339)
Purchase of land, property, plant and equipment (52) (15)
Payments for intangible and exploration assets (1,375) (1,059)
Proceeds from disposal of gold bullion backed bank accounts - 1,759
Purchase of associate investment - (75)
Purchase of financial assets at fair value through profit or loss (40) (121)
Proceeds from disposals 50 -
Loan granted to associate (92) (220)
Investment income - 164
Net cash (used in)/generated from investing activities (1,495) 94
Cash flows from financing activities
Issue of share capital (net of expenses) 9,910 - 15,475 -
Less adjustment for non-cash consideration - - (15,475) -
Loan Interest and similar charges (229) - - -
Loan repayments (1,039) - - -
Loan advance (net of up-front commission) - - 1,498 -
Net cash generated from financing activities 8,642 1,498
Net Increase/(decrease) in cash and cash equivalents 4,572 (1,500)
Cash and cash equivalents at beginning of year 913 2,517
Exchange adjustment on cash and cash equivalents (49) (104)
Cash and cash equivalents at end of year 5,436 913
Company Statement of Cash Flows
For the year ended 31 December 2025
2025 2025 2024 2024
£'000 £'000 £'000 £'000
Cash flows from operating activities
(Loss) for the year (1,976) -
Adjustments for:
Share options 332 - -
Share of loss in equity accounted associate 69 - -
Fees settled in shares 104 - -
Investment income 4 - -
Total adjustments for non-cash items 509 - -
Movement in working capital (1,467) - -
Increase in trade and other receivables (147) - -
Decrease in trade and other payables 285 - -
Cash outflow from operating activities (1,329) - -
Net cash (used in) operating activities (1,329) - -
Cash flows from investing activities
Funding provided to subsidiaries (3,427) - -
Investment income (4) - -
Net cash (used in) investing activities (3,431) - -
Cash flows from financing activities
Issue of share capital (net of expenses) 9,910 - -
Net cash generated from financing activities 9,910 - -
Net increase in cash and cash equivalents 5,150 - -
Cash and cash equivalents at beginning of year - - -
Cash and cash equivalents at end of year 5,150 - -
The Company did not maintain its own bank account prior to the year ended 31
December 2025. Following the successful listing of the Company on the ASX in
2025, dedicated banking facilities were established to support operations. As
a result, the Company had no opening cash balance and no comparative cash flow
information for the year ended 31 December 2024.
1a. General Information
Ariana Resources PLC (the "Company") is a public limited company incorporated,
domiciled and registered in the UK. The registered number is 05403426 and the
registered address is
2nd Floor, Regis House, 45 King William Street, London, EC4R 9AN.
The Company's shares are listed on the Alternative Investment Market of the
London Stock Exchange and commenced trading on the Australian Securities
Exchange on the 10th September 2025. The principal activities of the Company
and its subsidiaries (together the "Group") are related to the exploration for
and development of gold and other mineral resources, principally in southern
Africa and south-eastern Europe.
The consolidated financial statements are presented in Pounds Sterling (£)
rounded to the nearest thousand (£'000) unless otherwise stated, which is the
parent company's functional and presentation currency, and all values are
rounded to the nearest thousand except where otherwise indicated. The
financial information has been prepared on the historical cost basis modified
to include revaluation to fair value of certain financial instruments and the
recognition of net assets acquired including contingent liabilities assumed
through business combinations at their fair value on the acquisition date
modified by the revaluation of certain items, as stated in the accounting
policies.
1b. Basis of Preparation
The Group financial statements have been prepared and approved by the
Directors in accordance with UK-adopted International Accounting Standards and
effective for the Group's reporting for the year ended 31 December 2025.
The separate financial statements of the Company are presented as required by
the Companies Act 2006. As permitted by that Act, the separate financial
statements have been prepared in accordance with UK-adopted International
Accounting Standards. These financial statements have been prepared under the
historical cost convention (except for financial assets at FVOCI) and the
accounting policies have been applied consistently throughout the period.
1c. Going Concern
These financial statements have been prepared on the going concern basis.
The Directors are mindful that there is an ongoing need to monitor overheads
and the costs associated with delivering on its strategy and the exploration
programmes being undertaken across its portfolio. The Group has no bank
facilities and has been meeting its working capital requirements from cash
resources and a US$5 million loan facility entered into with Riverford Global
Opportunities PCC Limited ("RiverFort") in November 2024, from which US$2
million was initially drawn down. RiverFort is a specialist alternative
finance provider rather than a traditional bank, and the terms of the facility
were assessed by the Directors as appropriate for the Group's funding needs.
Following the Company's successful ASX listing in September 2025 and the
subsequent A$8 million strategic investment completed in December 2025, the
Group's liquidity position improved materially, with cash at 31 December 2025
increasing to £5.44 million. A portion of the listing proceeds was applied to
reduce the RiverFort loan by US$1.27 million, with the remaining balance
repayable over monthly instalments falling due within the next reporting date
(post-period end the outstanding balance was converted in full in to Ordinary
Shares).
During the year, the Group's reporting structure evolved to reflect its
portfolio more appropriately. Certain interests are now accounted for as
equity‑accounted associates, with the Group recognising its share of their
results and expected cash flows in accordance with IAS 28. In addition, the
Group's interest in Zenit is now recognised as an investment measured at fair
value following the change in valuation approach. These changes do not alter
the Group's underlying cash position but provide a more appropriate
representation of the economic substance of its interests.
The Directors have prepared cash flow forecasts for the period to 30 April
2027 based on their assessment of the prospects of the Group's operations.
These forecasts incorporate expected future cash flows from the Group's
equity‑accounted associates and Investments, normal operating costs, and
both discretionary and non‑discretionary exploration and development
expenditure. Based on these forecasts, together with the Group's improved cash
flow position following the ASX listing and subsequent fundraising, the
Directors consider that the Group has adequate financial resources to meet its
expected obligations and to deliver its planned work programmes for the
forthcoming year.
In preparing these financial statements, the Directors have considered all of
the above matters and, on the basis of the Group's current liquidity, expected
operational cash flows and the revised reporting structure, they believe that
it remains appropriate to prepare the financial statements on a going concern
basis.
4. Administrative costs & Operating loss
4a. Administrative costs totalling £2,288,000 (2024: £2,737,000) are stated
following significant exchange gains amounting to £500,000 (2024: £217,000).
These gains originated primarily from the group's wholly owned subsidiary
Galata Mineral Madencilik San. ve Tic. A.Ş. ("Galata"), mainly due to the
appreciation against the Turkish Lira of the US Dollar and Sterling. Upon
retranslation into Galata's functional currency, US Dollar and
Sterling-denominated assets held by Galata, including bank accounts, and trade
receivables, experienced an increase in their Turkish Lira asset valuations,
resulting in a corresponding exchange gain for the year ending 31 December
2025.
4b. The operating loss is stated after charging/(crediting):
2025 2024
£'000 £'000
Depreciation and amortisation 78 119
Office lease rentals 6 6
Exceptional exchange (gain) in Türkiye (500) (217)
Net foreign exchange losses 82 4
Fees payable to the Company's auditor for the audit of the Group's and 79 60
Company's annual accounts
Fees payable to the Company's auditor for other services: 25 35
- The audit of the Company's subsidiaries
5a. Gold Bullion Backed Bank Accounts
In the previous year, the Group disposed of its gold‑backed investment
holdings in order to fund operating activities. The disposal generated a gain
of £170,000, which was recognised in profit or loss within the statement of
comprehensive income. Although the gold‑backed account was convertible to
cash on demand, it was classified as a financial asset rather than as cash or
cash equivalents because its value was linked to the market price of gold and
therefore subject to significant price volatility, in accordance with IAS 7.
5b. Finance costs
2025 2024
£'000 £'000
Interest payable 169 34
Exchange gain arising on retranslation of loan (108) -
Amortisation of first arrangement fee 87 -
Cost of modification of facility and reprofile fee 262 -
410 34
On 24 June 2025, Rockover Holdings Limited entered into a revised loan
agreement with RiverFort. The amendment was assessed as a substantial
modification resulting in the derecognition of the original financial
liability. As a consequence, unamortised costs of US$120,000 carried forward
from prior periods were recognised immediately in profit or loss.
In addition, a reprofile fee and associated restructuring fees totalling
£262,000 were recognised as an expense on modification. These amounts
represented compensation to the lender for restructuring the facility and for
the increased credit exposure arising from the revised terms. These fees were
treated as costs of modifying the existing financial liability and were not
capitalised as transaction costs of a new instrument.
6. Equity accounted Investments
The Group and Company's investments comprise the following:
Associates and joint ventures companies Note Group Company Group Company
2025 2025 2024 2024
£'000 £'000 £'000 £'000
Associate Interest in Pontid Madencilik San. ve Tic. A.S. ("Pontid") b/fwd - - 4,139 -
Transfer of Pontid to Zenit during the year - - (4,139) -
Associated Interest in Pontid after reorganisation 6a - - - -
Associate Interest in Venus Minerals Ltd ("Venus") 6b 2,075 2,075 2,144 2,144
Associate Interest in Zenit Madencilik San. ve Tic. A.Ş. ("Zenit") b/fwd 21,335 - 7,305 -
Pontid transfer of reserves to Zenit - - 4,139 -
Increase in share of profits in Zenit during the year 1,142 - 9,891 -
Discontinuation of equity accounting (22,477) - - -
Associate Interest in Zenit 6c - - 21,335 -
Group and Company carrying amount of equity accounted investments as at 31 2,075 2,075 23,479 2,144
December 2025 & 2024
6a Associate Interest in Pontid Madencilik San. ve Tic. A.S. ("Pontid")
During the prior year, the combination of Zenit Madencilik San. ve Tic. A.Ş.
("Zenit") and Pontid Madencilik San. ve Tic. A.S. ("Pontid") was completed
such that all interests in Kiziltepe, Tavşan and Salinbas are now held
through the 23.5% share of Zenit.
The original cost of investment amounting to £4,139m has been reallocated to
Zenit.
6b Share of loss of associate interest in Venus Minerals Ltd
The Company's shareholding in Venus increased from 58% to 61% during the prior
year, following the conversion of additional finance into equity.
The Ariana Board recognises that this additional equity stake was solely to
assist with the short-term funding of Venus and has no direct impact on its
operational control. Accordingly, the Group continues to recognise its share
of Venus's profit or loss in the consolidated statement of comprehensive
income. On this basis, the Ariana Board believes it appropriate to continue to
use the equity method of accounting for its investment in Venus, as set out in
note 1v.
The Group and Company accounts for its associate interest in Venus using the
equity method in accordance with IAS 28 (revised).
The results set out below includes the Group's and Company's share of loss for
the year to 31 December 2025.
Group Company Group Company
2025 2025 2024 2024
£'000 £'000 £'000 £'000
Equity accounted Equity accounted Equity accounted Equity accounted
Associate interest Associate interest Associate interest Associate interest
At 1 January 2025 2,144 2,144 2,035 2,035
Equity acquired - - 425 425
Share of loss since significant influence recognised by Group and Company (69) (69) (316) (316)
At 31 December 2025 2,075 2,075 2,144 2,144
6c Share of profit of associate and fair value interest in Zenit Madencilik San. ve Tic. A.Ş. ("Zenit")
The Group previously accounted for its 23.5% interest in Zenit Madencilik San.
ve Tic. A.Ş. ("Zenit") using the equity method in accordance with IAS 28. Up
to 30 June 2025, the Group recognised its share of Zenit's profit or loss and
other comprehensive income based on the established ownership structure, under
which profits were shared 23.5% to the Group, 23.5% to Proccea and 53% to
Özaltin Holding A.S. Zenit is incorporated in Ankara, Türkiye, where it also
maintains its principal place of business.
From 1 July 2025, the Group ceased applying the equity method and now measures
its interest in Zenit as a financial asset at fair value through profit or
loss in accordance with IFRS 9, as set out in note 1v. This change reflects
the revised governance arrangements and the Group's updated assessment of its
ability to exercise significant influence over Zenit. Accordingly, the
carrying amount of the investment at 30 June 2025 under IAS 28 was
reclassified and treated as the opening fair value for subsequent measurement
under IFRS 9.
Zenit had previously prepared its consolidated audited financial statements
for the year ended 31 December 2024 in accordance with International Financial
Reporting Standards for the first time. As Türkiye is classified as a
hyperinflationary economy under IAS 29, Zenit has applied inflation
accounting, restating non‑monetary items, equity balances and income
statement components to reflect the impact of high inflation. These
adjustments have resulted in significant uplifts in asset valuations,
particularly within property, plant and equipment, and have affected
depreciation, amortisation and deferred tax calculations. Zenit has
consolidated its subsidiaries Zenit Global, Pontid, Çamyol and Proje A in
accordance with IFRS 10, eliminating all intercompany balances and
transactions.
A summary of Zenit's translated unaudited financial statements for the
six‑month period ended 30 June 2025 is presented below, together with
comparative information for the prior year. From 1 July 2025, following the
reassessment of the Group's ability to exercise significant influence, the
investment in Zenit is measured at fair value.
Consolidated Statement of Comprehensive Income Group position - Company position
Six months to
as previous stated for the year to
For the six month period ended 30 June 2025 and
30th June 2025
31st December 2024
comparative annual year to 31st December 2024
2025 2024
£'000 £'000
Revenue 20,652 45,936
Cost of sales (14,912) (25,848)
Gross Profit 5,740 20,088
Administrative and other expenditure (3,654) (4,666)
Inflation adjustments -restated non-monetary items, shareholders' 2,757 (5,248)
equity, and income statement components
Provisions recognised for asset retirement obligation 4,469 (4,930)
Operating profit 9,312 5,244
Other income 107 -
Finance expenses including foreign exchange losses (1,082) (1,081)
Finance income including foreign exchange gains 922 3,196
Profit before tax 9,259 7,359
Taxation charge (including deferred taxation) (4,400) (2,015)
Profit for the year 4,859 5,344
Proportion of the Group's profit share 23.50% 23.50%
Group's share of profit for the year 1,142 1,256
Prior period profits - restatement following adoption of IFRS & Inflation - 4,432
accounting
Group's share of profit for the year including prior year restatement 1,142 5,688
Consolidated Statement of financial position Group position - Company position
six months to
as previous stated for the year to
As at 30th June 2025 and 31st December 2024
30th June 2025
31st December 2024
2025 2024
£'000 £'000
Non-current assets (including Kiziltepe Gold Mine and Tavşan Mine in 109,053 100,756
construction)
Current assets including cash and cash equivalents 15,089 23,439
Current liabilities (including proportion of bank loan) (26,036) (24,131)
Non-current liabilities (including bank loan) (7,736) (9,276)
Equity 90,370 90,788
Proportion of Group's ownership 23.5% 23.5%
Carrying amount of Investment as at 30th June 2025 and 31st December 2024 21,236 21,335
9. Loss of parent Company
As permitted by Section 408 of the Companies Act 2006, the statement of
comprehensive income of the parent Company is not presented as part of these
financial statements.
The parent Company's loss for the financial year was £1,976,000 (2024: Loss
£1,830,000).
10. Earnings per share on continuing operations
The calculation of basic profit/(loss) per share is based on the Loss
attributable to ordinary shareholders of £12,360,000 (2024: Profit
£2,692,000) divided by the weighted average number of shares in issue during
the year, being shares 2,038,475,036 (2024: 1,500,636,710). As the Company
reported a loss for the year, the effect of all potential ordinary shares is
anti-dilutive. Accordingly, diluted loss per share is equal to basic loss per
share.
13. Financial assets at fair value through profit or loss
Group and Company Group
£'000
At 1 January 2024 883
Additions 256
Fair value adjustment (134)
Exchange movement (72)
Reclassification to cost of investment following business combination (316)
At 31 December 2024 617
Additions 73
Fair value adjustment (10)
Exchange movement (16)
At 31 December 2025 664
Carrying value
At 31 December 2024 617
At 31 December 2025 664
During the year, the Group's wholly owned subsidiary, Asgard Metals Pty. Ltd.,
continued with its investment strategy, with the acquisition of both listed
and unlisted investments.
As at 31 December 2025, due to a change in the market valuation of its listed
securities, a fair value loss has been reflected in these accounts. The market
valuation of listed securities at the balance sheet date amounted to £75,000
(level 1 hierarchy). Unlisted securities, where fair value cannot be reliably
measured, continue to be valued at cost less impairment and amounted to
£589,000 (level 3 hierarchy) at the balance sheet date.
The fair value disclosures in this note relate solely to the Group's other
financial assets and liabilities. The Group's investment in Zenit, which is
measured at fair value through profit or loss, is disclosed separately in Note
6(d) and is therefore excluded from the amounts presented above.
14a. Earn In expenditure
£'000
Cost or Valuation
At 1 January 2024 416
Additions 339
At 31 December 2024 755
Reclassification of Earn In Advances (note 14a) (755)
At 31 December 2025 -
Net book value
At 31 December 2024 755
At 31 December 2025 -
The Group's 76.36% owned subsidiary, Western Tethyan Resources Limited
("WTR"), entered into an option and earn-in agreement with Avrupa Minerals
Limited, granting WTR the right to acquire up to an 85% interest in the
Slivova Gold Project. Under the terms of the agreement WTR committed to
funding and completing a series of exploration and development milestones
prior to achieving its target ownership level. From the inception of the
option through to 31 December 2024, staged payments and qualifying development
expenditure totalled £755,000.
On 3 April 2025, the Group announced that WTR had fulfilled the remaining
earn-in expenditure requirements and formally acquired a 51% interest in the
Slivova Gold Project. Following this milestone, the cumulative earn-in
expenditure and the Slivova Gold Project licence were reclassified as part of
the Group's exploration expenditure. These assets are now held by WTR's newly
incorporated, Kosovo-registered subsidiary, AVU Kosovo
LLC.
14b. Exploration assets
Exploration expenditure £'000
Cost or Valuation
At 1 January 2024 1,085
Additions 733
Business acquisition during the year 16,262
Exchange movement 42
At 31 December 2024 18,122
Additions 1,534
Reclassification of Earn In Advances (note 14a) 755
Write down of Exploration Licence (125)
Exchange movement (977)
At 31 December 2025 19,309
Net book value
At 31 December 2024 18,122
At 31 December 2025 19,309
The Group, through its subsidiary and associate undertakings holds a portfolio
of exploration licences and mining claims across Zimbabwe, Türkiye, Cyprus
and Kosovo. During the year, £1,534,000 was capitalised as exploration and
evaluation expenditure (2024: £733,000). Capitalised costs include direct
project expenditure together with an appropriate allocation of staff and
administrative costs that are directly attributable to exploration activities.
The technical feasibility and commercial viability of extracting mineral
resource is not yet demonstrable in the above locations. The Group has
reviewed the carrying value of exploration assets and concluded that no
indicators of impairment existed at the reporting date.
15a. Investments in Group undertakings
Company Shares in Group undertakings
£'000
At 1 January 2024 377
Addition - share exchange following acquisition of Rockover Holdings Limited 15,817
At 31 December 2024 16,194
Additions 300
Restructuring of holding 158
At 31 December 2025 16,652
A strategic options study for the Dokwe Project in Zimbabwe was settled
through the issue of ordinary shares to Whittle Equity Pty Ltd as Trustee for
the Whittle Investment Trust, with a total value of £158,660. The price per
share was consistent with the share placement and retail offer completed in
March 2025. This cost has been capitalised within the carrying amount of the
Dokwe exploration and evaluation asset, as it directly relates to the
assessment of the project's technical and economic potential. Additionally,
the Company completed the internal purchase of the remaining 1.96% equity
interest in Rockover Holdings Limited, representing the residual interest
retained by Asgard Metals Pty Ltd under the prior‑year acquisition
structure. The consideration for this final minority interest was US$400,000,
resulting in Ariana obtaining full (100%) ownership of Rockover Holdings
Limited.
The Company's investments at the balance sheet date comprise ownership of the
ordinary share capital of the following companies:
Subsidiaries Ownership Country of incorporation Nature of Address
business
Ariana Exploration & 100% United Kingdom Exploration 2nd Floor, Regis House,
Development Limited
45 King William Street,
London, EC4R 9AN
Rockover Holdings Limited 100% British Holding Company Trident Chambers PO Box 146,
Road Town, Tortola, BVI
Virgin Islands
Canister Resources (Pvt) Limited 100% Zimbabwe Exploration 44 Princess Drive, Newlands,
Harare, Zimbabwe
Ariana Exploration & Development Limited's investments at the balance
sheet date comprise the following companies:
Subsidiaries Ownership Country of incorporation Nature of Address
business
Portswood Resources Limited 100% British Holding Kingston Chambers P.O. Box 173 Road Town, Tortola, British Virgin Islands
Virgin Islands
company
Galata Mineral Madencilik San. 100% Türkiye Exploration Beytepe Mah. 1815 Sokak No: 36
ve Tic. A.S.
06800, Çankaya, Ankara, Türkiye
Greater Pontides Exploration B.V. 100% Netherlands Holding Herengracht 500,
company
1017 CB Amsterdam, Netherlands
Asgard Metals Pty. Ltd. 100% Australia Exploration Unit 27, 18 Stirling Highway,
Nedlands, WA 6009, Australia
Western Tethyan Resources Ltd 76.36% United Kingdom Holding 2nd Floor, Regis House,
company
45 King William Street,
London, EC4R 9AN
Kosovo Mineral Resources LLC 100% owned by WTR Ltd Republic of Kosovo Exploration Rr Ali Vitia Kalabri Bll. A-Lam-B. Nr.19
Prishtine, Kosova
AVU Kosovo LLC 51% owned by WTR Ltd Republic of Kosovo Exploration Rr Ali Vitia Kalabri Bll. A-Lam-B. Nr.19
Prishtine, Kosova
Kosovo Mining Ventures LLC 100% owned by WTR Ltd Republic of Kosovo Exploration Rr Ali Vitia Kalabri Bll. A-Lam-B. Nr.19
Prishtine, Kosova
Angros Resources LLC 100% owned by WTR Ltd Republic of Kosovo Exploration Rr Ali Vitia Kalabri Bll. A-Lam-B. Nr.19
Prishtine, Kosova
North Macedonia Mineral Resources LLC 100% owned by WTR Ltd North Macedonia Exploration Rr Ali Vitia Kalabri Bll. A-Lam-B. Nr.19
Prishtine, Kosova
Bulgaria Mineral Resources LLC 100% owned by WTR Ltd Bulgaria Exploration Rr Ali Vitia Kalabri Bll. A-Lam-B. Nr.19
Prishtine, Kosova
In Western Tethyan Resources Limited, the non-controlling interest remained
unchanged at 23.64%. At the balance sheet date this interest remained
unchanged at £140,000 (2024: £140,000). The Group continues to absorb all
losses incurred by all subsidiaries since incorporation.
Kosovo Mining Ventures LLC, Angros Resources LLC, North Macedonia Mineral
Resources LLC & Bulgaria Minerals Resources LLC are all 100% owned
subsidiaries of Western Tethyan Resources Ltd. These entities had limited
transactions during the year, ahead of pending licence applications in Kosovo,
North Macedonia and Bulgaria.
15b. Investments in Group undertakings - Business combination
On 26 June 2024, the Company acquired Rockover Holdings Limited, issuing
687,817,998 new ordinary shares to acquire the remaining Rockover shares not
already owned by its subsidiary Asgard Metals Pty. Ltd.
The combination resulted in the acquisition of the Dokwe Gold Project in
Zimbabwe. Since the acquisition, Ariana has maintained its policy of valuing
exploration and evaluation assets at cost per IFRS 6. Fair value measurements
were not used for the early-stage Dokwe Gold Project, in accordance with
industry practice.
The Group incurred total consideration of £16.119 million in connection with
the acquisition. This comprised £15.475 million in equity issued by the
Company, £317,000 relating to the reclassification of the interest previously
held by Asgard, and £327,000 in professional fees and associated transaction
costs.
As a result of the transaction, the Group recognised the following assets and
liabilities:
Non-current assets included property, plant and equipment valued at £7,000,
and an exploration asset totalling £15.445 million.
Current assets comprised other receivables of £17,000 and cash at bank of
£169,000.
These were offset by current liabilities of £336,000.
The total net assets acquired amounted to £15.302 million. The residual
£817,000, representing the excess of consideration over net assets, was
capitalised as goodwill within the exploration asset.
Accordingly, the Group recognised a total of £16.12 million in net assets
following the acquisition, consistent across both the 30 June 2024 and 31
December 2024 reporting dates, with no changes reported as at 31 December
2025.
16. Non-current trade and other receivables
Group Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Amounts owed by Group undertakings - - 4,614 1,578
Amounts owed by associate interest - 238 - -
- 238 4,614 1,578
The amount owed to the Group relates to an instalment‑based, interest‑free
loan arising from the disposal by Galata of its three remaining satellite
projects to Zenit, repayable at US$50,000 per calendar month. In May 2023, the
parties agreed to pause the instalment plan until the second mine at Tavşan
became operational. Tavşan mine completed its first gold‑silver doré pour
during December 2025, marking the transition from development into initial
production. With operations now underway and cash generation commencing, the
Group expects repayment of the outstanding loan balance from Zenit within the
next financial year. In light of the expected repayment profile, the carrying
value of the loan has been reclassified to current assets at year‑end.
The Directors have assessed that the future fair value return on settlement of
this debt is not materially different from the carrying value shown above.
17. Trade and other receivables
Group Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Other receivables 221 171 64 19
Loan and receivables 662 - - -
Amounts owed by associate interest - 437 - -
Loan to associate interest 312 220 312 220
Prepayments 147 321 97 -
1,312 1,149 473 239
During the year, the Group ceased to have significant influence over Zenit,
and the entity is no longer classified as an associate. Accordingly, the
receivable previously disclosed as Amounts owed by associate interest has been
reclassified to Loans and Receivables. The balance at 31 December 2025 is
£632,000 (2024: £437,000).
The carrying values of other receivables and amounts owed by associate
interest approximate their fair values as these balances are expected to be
cash settled in the near future.
18a. Trade and other payables
Group Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Trade and other payables 129 297 94 20
Social security and other taxes 14 36 - -
Short term Loan finance 629 843 - -
Other creditors and advances 15 77 - -
Accruals and deferred income 242 200 212 6
1,029 1,453 306 26
With exception of the RiverFort loan facility, the above listed payables are
all unsecured. Due to the short-term nature of current payables, their
carrying values approximate their fair value.
RiverFort Loan Facility
Rockover repaid its first loan instalment of US$125,000 on 8 February 2025.
Following a facility amendment in March 2025, scheduled monthly repayments
were temporarily paused.
On 24 June 2025, Rockover entered into a revised loan agreement that
introduced a second reprofile fee of US$250,000, contractually committed in
June and payable within three trading days of the planned ASX listing. Under
the Deed of Amendment dated 24 June 2025, the outstanding loan balance was
partially settled using proceeds from the ASX Public Offer.
A total of US$1,266,780 (£938,716) was applied against the balance, inclusive
of the reprofile fee. Two further monthly instalments were settled in November
2025 and December 2025.
The remaining loan balance is repayable through 11 monthly instalments of
US$76,923. These amounts are presented as current liabilities, reflecting
contractual maturities falling due within twelve months of the reporting date.
RiverFort had secured its position in the loan agreement through the issue of
a debenture, which was registered at Companies House on 8 November 2024. This
debenture grants RiverFort a fixed and floating charge over certain assets of
Rockover Holdings Limited (principal borrower) and the Co-Borrowers (Ariana
Resources PLC, Ariana Exploration & Development Limited, Asgard Metals Pty
Ltd & Canister Resources (Pvt) Limited).
The loan facility is subject to financial risks, which are assessed and
disclosed under note 25. Subsequent to the year end date the loan facility for
RiverFort has been settled in full and details are disclosed in note 24 under
post year end events.
18b. Other financial liabilities and provisions
Group Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Long-term loan finance (see note 18a) - 655 - -
Provision for employee benefits 85 78 - -
85 733 - -
22. Contingent liabilities
The Group previously disclosed contingent tax matters relating to the
disposals of Çamyol and Zenit. The exempt gains arising from these disposals
have since been transferred to equity through a capital increase funded from
internal resources, in accordance with Turkish Corporate Tax Law. As a result,
the exemption relating to Çamyol has been fully utilised and no contingent
tax exposure remains. A portion of the exempt gain relating to Zenit has also
been transferred to equity, and no contingent liability remains in respect of
Zenit.
24. Post year end events
During February 2026, the Company discharged on behalf of Rockover Holdings
Limited the outstanding loan balance of US$782,575.08 through the issuing of
40,435,311 ordinary shares (4,043,531 CDIs). in accordance with the loan terms
and pricing under the Facility Agreement.
These results are audited, however the information does not constitute
statutory accounts as defined under section 434 of the Companies Act 2006.
The consolidated statement of financial position at 31 December 2025 and the
consolidated income statement, consolidated statement of comprehensive income,
consolidated statement of changes in equity and the consolidated cash flow
statement for the year then ended have been extracted from the Group's 2025
statutory financial statements. Their report was unqualified and contained
no statement under sections 498(2) or (3) of the Companies Act 2006. The
financial statements for 2025 will be delivered to the Registrar of Companies.
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