REG - Ariana Resources PLC - Final Results for the Year 31 December 2024
10/06/2025 09:45
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RNS Number : 1918M Ariana Resources PLC 10 June 2025
10 June 2025
AIM: AAU
FINAL AUDITED RESULTS FOR THE YEAR ENDED 31 DECEMBER 2024
NOTICE OF ANNUAL GENERAL MEETING
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 2024.
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 2024 and
notice of the Annual General Meeting ("AGM") and related proxy form 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 9 July 2025,
at 10.30 a.m. at East India Club, 16 St James's Square, London, SW1Y 4LH.
Chairman's Statement
It is with great pride that I present this year's Chairman's Statement for the
Company. This has been a year of substantial progress, both in terms of our
operational performance and our longer-term strategic development as a gold
mining company. Amidst global uncertainty, heightened geopolitical tensions
and fluctuating commodity markets, Ariana not only held its ground but also
took bold strides forward. Our continued focus on high-quality partnerships,
disciplined execution and responsible resource development has enabled us to
enhance long-term shareholder value while laying the foundations for a robust
and sustainable future.
Delivering on our Strategy
The past year marked a continuation of our evolution from a single-region
focus with interests in a single-asset production base, into a diversified
exploration and development group with a regional growth platform spanning
much of south-eastern Europe and, most recently, with the addition of southern
Africa as a new growth region. Our strategy, built largely around the
joint-venture model and a deep geological and cultural understanding of the
regions we operate in, continues to mature successfully.
Our interests in the Kiziltepe Mine in Türkiye, operated via the Zenit
Madencilik partnership, continued to generate strong cash flow and, for the
eighth year running, exceeded production forecasts. Meanwhile, the Tavsan Mine
commenced mining operations early in the year, while its processing plant and
associated infrastructure continued to be built. All projects in Türkiye,
including the Salinbas Gold Project, advanced materially, with critical
milestones achieved in permitting, development and continued resource
delineation.
Our strategic interest in Western Tethyan Resources and the partnership with
Newmont Mining Corporation, enabled us to expand our exploration footprint
across the Balkan region, particularly in Kosovo and North Macedonia during
the period. Meanwhile, in early 2024 we refocused the strategy of Venus
Minerals and now maintain this highly-prospective copper and gold portfolio in
Cyprus ready for integration into a potential new structure. As a result,
Ariana remains exceptionally well-positioned to operate as a platform for
long-term growth and discovery across one of the most prospective but
underexplored geological regions in the world.
Operational Performance
The all-share acquisition of the Dokwe Gold Project in Zimbabwe was a
highlight of the year, which would not have been possible without the strong
support of our shareholders. This acquisition marks a departure from our prior
regional focus in south-eastern Europe but is underpinned by deep connections
and expertise across the southern African region. Consequently, the Company
secured total ownership of a major new gold project with multi-million ounce
exploration and development potential. Dokwe now represents our flagship
project and has become the focus and emphasis of our recent activities.
Meanwhile in Türkiye, robust operational delivery continued at our 23.5%
owned Kiziltepe Mine, with gold production reaching 20,866 oz and
second-highest annual revenue recorded of US$54.7 million. Good grades, plant
efficiency, and cost monitoring helped keep operating cash costs well within
expectations and maintained the capacity for ongoing contributions towards the
associated Tavsan development costs. At Tavsan, significant headway was made
on construction of the processing plant during the year, with the heap-leach
pads being completed in the first half of 2025 as weather conditions improved
into the spring.
On the exploration front, elsewhere in south-eastern Europe, progress has
continued primarily via Western Tethyan Resources, in partnership with Newmont
Mining Corporation. Recent exploration success has laid the groundwork for
future development of this partnership and represents one facet of our
strategic diversification in action.
A Resilient Business in an Evolving World
Our operational successes during 2024 should be viewed through the lens of a
troublesome and more uncertain global environment. Geopolitical risks in
Europe and the Middle East, in particular, coupled with inflationary and
regulatory pressures across energy and labour markets, continue to present
serious challenges to all companies in our sector. Specifically, it was in
recognition of these broader geographic risks and uncertainties that the
Company determined to establish a new operational front in southern Africa,
giving rise to its acquisition of the Dokwe Project.
Ariana's ability to remain agile, localise decision-making, and rely on a lean
but highly-skilled team allowed us to navigate such headwinds with resilience.
Our asset base, primarily grounded in high geological potential, lower-cost
operating environments, access to infrastructure and local mining expertise,
provides a firm foundation to manage risk while pursuing opportunity. Most
importantly, our diversified geographic footprint across south-eastern Europe
and in southern Africa reduces dependency on any single jurisdiction and
offers valuable optionality for future development.
The outlook for 2025 remains one of cautious optimism. While volatility
remains an inescapable feature of the global economy, precious metals prices
continue to show resilience as investors seek stability amidst geopolitical
uncertainty and fluctuating, even erratic, monetary and trade policy. Indeed,
gold continues to do what it does best, acting as the ultimate hedge against
inflation and, beyond the US Dollar, the barometer of real value, as evidenced
principally by increased buying by central banks globally. With multiple
development projects progressing at different stages along our development
pipeline, Ariana is well placed to capture maximum value in this environment.
Commitment to the Community and the Environment
Sustainability and responsible stewardship are deeply embedded in Ariana's
operational philosophy. We recognise that mining carries not only
opportunities to create value and as a spur to remarkable technical innovation
for the benefit of mankind, but the obligation to do so in a way that respects
societies and the environments we operate across. Throughout the year, our
teams worked closely with local communities to promote education, training and
environmental awareness. Our partnership in Türkiye also continued with
initial rehabilitation work at the Kiziltepe mine site, reaffirming our
commitment to the land and ecosystems we operate within.
Governance also remains a cornerstone of our business. The Board remains in
process of adopting revised codes this year as part of our plan to achieve a
dual-listing on the Australian Securities Exchange, which reinforces our
commitment to transparency and integrity at all levels of the Company. Beyond
this, we remain committed to prudent financial management, value-focused
capital allocation, and maintaining a high degree of optionality across our
portfolio. While we may be modest in size, our ambitions are measured,
well-calibrated, and fully aligned with shareholder interests.
Final Thoughts
Ariana Resources has always prided itself on being more than a junior mining
company. We are a builder of partnerships, a project generator and executor,
and a responsible steward of the land and communities in which we operate. Our
mission has always been to build a long-term sustainable business in order to
achieve a material and positive legacy.
Our achievements this year are the result of the dedication and talent of our
employees, the incredible efforts of our operational partners, the guidance of
our Board and the strong support of our shareholders. More specifically, we
take this opportunity to extend our thanks to the broader Ariana team across
south-eastern Europe and in Zimbabwe for their hard work and determination. We
also acknowledge the ongoing collaboration and professionalism of our
colleagues at Proccea and Özaltin, whose operational and strategic local
expertise continues to underpin our success in Türkiye.
To our shareholders, thank you for your ongoing trust and belief in our
strategy. We remain focused on delivering consistent value and we appreciate
your continued support as we enter a significant new phase of growth as we
pivot our principal operational strategy to southern Africa.
2024 has reinforced our identity as a purpose-driven company, focused on
long-term value creation through integrity, technical excellence and
sustainability. As we look to 2025 and beyond, we do so with energy, clarity
of purpose and a confidence grounded in results. We are very proud of what we
have achieved and we are excited for what lies ahead.
Financial Review
The Directors are pleased to report a profit before tax of £2.7m (2023:
£0.1m), driven primarily by a significant improvement in our share of the
profits of Zenit this year at £5.7m (2023: £2.1m). This is partly due to the
general increase in gold price throughout the year which has improved gross
margin, and also the processing of high grade Tavsan ore through the Kiziltepe
mine. Note 6c gives more detail of the Zenit results, and you will see there
the impact of their adoption of inflation accounting for the first time, as
required by International Financial Reporting Standards (due to hyperinflation
in Türkiye), and the consolidation of its wholly-owned four subsidiaries. The
impact of this is that Zenit records a gross inflation cost in the year of
£5.2m (2023: £nil), but Ariana also benefits from our share of previous
years' inflationary increases to non-current and other non-monetary current
assets and liabilities amounting to £4.4m.
Otherwise, Ariana's Consolidated Income Statement is broadly consistent and in
line with expectations. Administrative expenses, amounting before exchange
gains to £3m (2023: £2.5m), as set out in note 4a, have increased since the
acquisition of Rockover as we continue to develop the Dokwe Project.
Other comprehensive income this year included an overall net gain to the
translation reserve amount to £3.7m (2023 - deficit £5.4m), representing the
combination of exchange losses on the restatement of the opening net assets
for foreign exchange movements as usual, and the positive impact of the gain
on the restated group results for Zenit.
There are several significant changes to the Consolidated Statement of
Financial Position this year. Of note is the increase in book value of our
equity accounted 23.5% interest in Zenit at £21.3m (2023: £7.3m) in part due
to the aforementioned inflationary adjustments. Second is the substantial
increase of £17m in our exploration expenditure asset following the Rockover
acquisition in June, reflecting the significant exploration expenditure
undertaken at Dokwe over several years. This was a share for share
acquisition, which covers the significant increases in both our share capital
and share premium this year.
Cash and gold bullion backed bank accounts declined by £3.2m to £0.9m
covering both our day to day operational and continued exploration
expenditure. In November the arranged a US$5m convertible loan facility, of
which US$2m was drawn down, further details of which are set out in note 18 to
the financial statements.
Outlook
As we look ahead to 2025, Ariana remains poised to transition decisively from
what was a single-jurisdiction operator into a diversified, multi-asset
development company. With our interest in the combined operations at the
Kiziltepe and Tavsan mines continuing to generate strong cash flow,
particularly with the strongly rising gold price, we remain well-resourced to
support and advance our broader growth strategy across our advanced project
portfolio. These assets, together with our maturing exploration pipeline,
represent a robust foundation for long-term, sustainable value creation.
More specifically, our key priorities in 2025 include:
· Continuing the Feasibility Study of the Dokwe Gold Project in
Zimbabwe.
· Completing construction of the heap-leach at Tavsan and achieving
first gold pour.
· Advancing Salinbas towards a revised Mineral Resource Estimate.
· Identifying new exploration opportunities within our existing project
areas and across jurisdictions.
· Continuing to improve cost and environmental performance across all
operations through developments in our infrastructure in areas such as
renewable energy and hybrid vehicle use, effective remote-working and through
the continued deployment of cutting-edge technologies to mineral exploration.
In particular, the Dokwe Gold Project in Zimbabwe marks a transformational
addition to our portfolio. With its large-scale resource base,
feasibility-stage readiness with significant exploration and development
upside, Dokwe provides Ariana with an opportunity to advance a high-value
project in a new and highly-prospective region. Ariana has the technical,
social and environmental resources and skills that will shape the project for
efficient and responsible execution in the years ahead.
Our near-term focus is clear: achieve first gold pour at Tavsan and to deliver
the Dokwe Feasibility Study ahead of project financing. At the same time, we
will continue to advance exploration across south-eastern Europe in
partnership with Newmont Mining Corporation and advance opportunities to
monetise parts of our wider portfolio. With a disciplined approach to capital
allocation, strong local partnerships, and a growing track record of project
delivery, Ariana has entered its next growth phase with great confidence and
purpose.
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2024
Continuing operations Note 2024 2023
£'000 £'000
Administrative costs (net of exchange gains) 4a (2,737) (1,828)
General exploration expenditure (167) (218)
Operating loss 4b (2,904) (2,046)
Profit on disposal of gold bullion backed bank accounts 5a 170 168
Fair value gain on gold bullion backed bank accounts 5a - 175
Fair value loss on listed investments through profit or loss 13 (134) (165)
Share of profit of associate accounted for using the equity method 6c 5,688 2,080
Share of loss of associate accounted for using the equity method 6b (316) (513)
Finance costs 5b (34) -
Other income 77 128
Investment income 164 232
Profit before tax 2,711 59
Taxation 8 (19) (277)
Profit/(loss) for the year from continuing operations 2,692 (218)
Earnings per share (pence) attributable to equity holders of the company
Basic and diluted 10 0.18 (0.02)
Other comprehensive income
Items that are or may be reclassified subsequently to profit or loss:
Exchange differences on translating foreign operations 3,726 (5,466)
Other comprehensive loss for the year net of income tax 3,726 (5,466)
Total comprehensive profit/(loss) for the year 6,418 (5,684)
Consolidated Statement of Financial Position
For the year ended 31 December 2024
Note 2024 2023
£'000
£'000
Assets
Non-current assets
Trade and other receivables 16 238 666
Financial assets at fair value through profit or loss 13 617 883
Intangible assets 11 93 112
Land, property, plant and equipment 12 227 331
Investment in associates accounted for using the equity method 6 23,479 13,479
Exploration expenditure 14a 18,122 1,085
Earn-In advances 14b 755 416
Total non-current assets 43,531 16,972
Current assets
Trade and other receivables 17 1,149 854
Gold bullion backed bank accounts 5a - 1,590
Cash and cash equivalents 913 2,517
Total current assets 2,062 4,961
Total assets 45,593 21,933
Equity
Called up share capital 19 1,834 1,147
Share premium 19 16,995 2,207
Other reserves 720 720
Translation reserve (13,422) (17,148)
Retained earnings 37,140 34,448
Total equity attributable to equity holders of the parent 43,267 21,374
Non-controlling interest 140 140
Total equity 43,407 21,514
Liabilities
Current liabilities
Trade and other payables 18a 1,453 419
Total current liabilities 1,453 419
Non-current liabilities
Other financial liabilities and provisions 18b 733 -
Total non-current liabilities 733 -
Total equity and liabilities 45,593 21,933
Company Statement of Financial Position
For the year ended 31 December 2024
Note 2024 2023
£'000 £'000
Assets
Non-current assets
Trade and other receivables 16 1,578 3,728
Investments in group undertakings 15a 16,194 377
Investment in associate accounted for using the equity method 6 2,144 2,035
Total non-current assets 19,916 6,140
Current assets
Trade and other receivables 17 239 370
Cash and cash equivalents - -
Total current assets 239 370
Total assets 20,155 6,510
Equity
Called up share capital 19 1,834 1,147
Share premium 19 16,995 2,207
Retained earnings 1,300 3,130
Total equity 20,129 6,484
Liabilities
Current liabilities
Trade and other payables 18a 26 26
Total current liabilities 26 26
Total equity and liabilities 20,155 6,510
Consolidated Statement of Changes in Equity
For the year ended 31 December 2024
Share Share Other Translation reserve Retained Total attributable to equity holders of parent Non- Total
capital premium reserves £'000 earnings £'000 controlling £'000
£'000 £'000 £'000 £'000 interest
£'000
Changes in equity to 31 December 2023
Balance at 1,147 2,207 720 (11,682) 34,666 27,058 30 27,088
1 January 2023
Loss for the year - - - - (218) (218) - (218)
Other - - - (5,466) - (5,466) - (5,466)
comprehensive income
Total - - - (5,466) (218) (5,684) - (5,684)
comprehensive income
Transactions - - - - - - 110 110
with owners
Balance at 1,147 2,207 720 (17,148) 34,448 21,374 140 21,514
31 December 2023
Changes in equity to 31 December 2024
Profit for the year - - - - 2,692 2,692 - 2,692
Other - - - 3,726 - 3,726 - 3,726
comprehensive income
Total - - - 3,726 2,692 6,418 - 6,418
comprehensive income
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
Company Statement of Changes in Equity
For the year ended 31 December 2024
Share Share Retained Total
capital premium earnings £'000
£'000 £'000 £'000
Changes in equity to
31 December 2023
Balance at 1 January 2023 1,147 2,207 3,886 7,240
Loss for the year - - (756) (756)
Other comprehensive income - - - -
Total comprehensive income - - (756) (756)
Transactions with owners - - - -
Balance at 31 December 2023 1,147 2,207 3,130 6,484
Changes in equity to
31 December 2024
Loss for the year - - (1,830) (1,830)
Other comprehensive income - - - -
Total comprehensive income - - (1,830) (1,830)
Issue of ordinary shares 687 14,788 - 15,475
Transactions with owners 687 14,788 - 15,475
Balance at 31 December 2024 1,834 16,995 1,300 20,129
Consolidated Statement of Cash Flows
For the year ended 31 December 2024
2024 2024 2023 2023
£'000 £'000 £'000 £'000
Cash flows from operating activities
Profit/(loss) for the year 2,692 (218)
Adjustments for:
Depreciation of non-current assets 119 74
Share of profit in equity accounted associate (5,688) (2,080)
Share of loss in equity accounted associate 316 513
Fair value loss on listed investments 134 165
Profit on disposal of gold bullion backed bank accounts (170) (168)
Fair value gain on investment in gold bullion backed bank accounts - (175)
Expenditure settled in shares for non-controlling shareholders - 60
Finance costs 34 -
Investment income (164) (232)
Consultancy fees received in shares (135)
Income tax expense 19 277
Total adjustments for non-cash items (*see note below) (5,535) (1,566)
Movement in working capital (2,843) (1,784)
Increase in trade and other receivables (132) (842)
Decrease in trade and other payables (60) (263)
Cash outflow from operating activities (3,035) (2,889)
Taxation paid (57) (256)
Net cash used in operating activities (3,092) (3,145)
Cash flows from investing activities
Earn-In Advances (339) (330)
Purchase of land, property, plant and equipment (15) (94)
Payments for intangible and exploration assets (1,059) (896)
Purchase of gold bullion backed bank accounts - (1,916)
Proceeds from disposal of gold bullion backed bank accounts 1,759 671
Purchase of associate investment (75) (200)
Purchase of financial assets at fair value through profit or loss (121) (443)
Loan granted to associate (220) (350)
Investment income 164 232
Net cash generated from/(used in) investing activities 94 (3,326)
Cash flows from financing activities
Issue of share capital 15,475
Less adjustment for non-cash consideration (*see note below) (15,475) -
Proceeds from non-controlling interest - 50
Loan advance (net of up-front commission) 1,498 -
Payment of shareholder dividend (excluding uncashed) - (8)
Net cash generated from financing activities 1,498 42
Net decrease in cash and cash equivalents (1,500) (6,429)
Cash and cash equivalents at beginning of year 2,517 9,375
Exchange adjustment on cash and cash equivalents (104) (429)
Cash and cash equivalents at end of year 913 2,517
Liquid funds available to the Group.
Cash and cash equivalents 913 2,517
Gold bullion backed bank accounts held at year end at market value. - 1,590
Selected Notes to the Consolidated Financial Statements
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. 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 2024.
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 costs associated with delivering on its strategy and certain 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$5m loan facility taken out in November 2024, and from which
US$2m was initially drawn down. At the year end the Group had liquid funds
amounting to £0.91 million (2023: £2.52 million), as well as gold
bullion-backed accounts amounting to £nil (2023: £1.59 million). As set out
in Note 24, the company raised £1.9m in aggregate in two separate placings in
January and April 2025.
The Directors have prepared cash flow forecasts for the Group for the period
to 30 September 2026 based on their assessment of the prospects of the Group's
operations. The cash flow forecasts include expected future cash flows from
our equity-accounted associates along with the normal operating costs for the
Group over the period together with the discretionary and non-discretionary
exploration and development expenditure. The forecasts indicate that the
Company will need to raise further equity funds within the next 6 months if it
is to meet its expected obligations in delivering all of its work programmes
for the forthcoming year.
The Directors are obliged to consider a variety of options as regards to the
financing of the Group going forward, including implementing a plan to
dual-list on the Australian Securities Exchange ("ASX") and an accompanying
capital raise in the second half of 2025. Alternatively, an equity raise via
an open offer or placing, or alternative sources of finance may be sought if
thought appropriate. Despite the continuing challenging market conditions for
exploration and development companies, the Company and the Group have been
successful historically in raising finance and in the light of this and advice
received regarding the likely success of an ASX listing and fundraise, the
Directors have a reasonable expectation of securing sufficient funding to
continue in operational existence for the foreseeable future.
In preparing these financial statements the Directors have given consideration
to the above matters and whilst there is a material uncertainty regarding
going concern, 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 £2,737,000 (2023: £1,828,000) are stated
following significant exchange gains amounting to £217,000 (2023: £712,000).
These gains originated primarily from the group's wholly owned subsidiary
Galata Mineral Madencilik San. ve Tic. A.S. ("Galata"), mainly due to the
appreciation of the US Dollar and Sterling against the Turkish Lira.
Upon retranslation into Galata's functional currency, US Dollar and
Sterling-denominated assets held by Galata, including bank accounts, gold
bullion-backed 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 2024.
4b. The operating loss is stated after charging/(crediting):
2024 2023
£'000 £'000
Depreciation and amortisation 119 73
Office lease rentals 6 6
Exceptional exchange (gain) in Türkiye (217) (712)
Net foreign exchange losses/(gains) (4) 60
Fees payable to the Company's auditor for the audit of the Group's and 60 50
Company's annual accounts
Fees payable to the Company's auditor for other services: 35 25
- The audit of the Company's subsidiaries
5a. Gold Bullion Backed Bank Accounts
In 2023 the Group's subsidiary Galata reinvested some of its currency reserves
into gold-backed bank accounts.
During 2024, Galata sold all its gold holdings to fund its operations,
resulting in a £170,000 gain reported in the statement of comprehensive
income. Although gold-backed bank accounts can be converted to cash on demand,
they are disclosed separately from cash and cash equivalents under IAS 7.
5b. Finance costs
2024 2023
£'000 £'000
Interest payable 34 -
Interest is recognised using the Effective Interest Rate (EIR) method,
ensuring proper allocation over the loan's tenure. Following Rockover Holdings
Limited's drawdown of the loan, as principal borrower, the associated interest
charge is accounted for in their statement of comprehensive income. Further
details about the loan agreement are provided in Note 18a.
6. Equity accounted Investments
The Group and Company's investments comprise the following:
Associates and joint ventures companies Note Group Company Group Company
2024 2024 2023 2023
£'000 £'000 £'000 £'000
Associate Interest in Pontid Madencilik San. ve Tic. A.S. ("Pontid") b/fwd 6a 4,139 - 4,139 -
Transfer of Pontid to Zenit during the year (4,139) - - -
Associate Interest in Pontid after reorganisation - - 4,139 -
Associate Interest in Venus Minerals PLC ("Venus") 6b 2,144 2,144 2,035 2,035
Associate Interest in Zenit Madencilik San. ve Tic. A.S. ("Zenit") b/fwd 6c 7,305 - 9,330 -
Pontid transfer of reserves to Zenit 4,139 - - -
Increase in valuation in Zenit during the year 9,891 - (2,025) -
Associate Interest in Zenit c/fwd 21,335 - 7,305 -
Group and Company carrying amount of investment 23,479 2,144 13,479 2,035
as at 31 December 2024 & 2023
6a Associate Interest in Pontid Madencilik San. ve Tic. A.S. ("Pontid")
During August 2024, the combination of Zenit Madencilik San. ve Tic. A.S.
("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. This combination concludes the
reorganisation process that started in 2021, following the then partial
divestment in Türkiye to Özaltin Holding A.S. The original cost of
investment amounting to £4,139m has been reallocated to Zenit as set out in
Note 6c.
6b Share of loss of associate interest in Venus Minerals PLC
The Company and group acquired 50% of Venus Minerals Ltd ("Venus") through an
earn-in agreement on 5 November 2021. During the three subsequent years the
Company continued to provide additional support to Venus, initially in the
form of convertible loan finance and subsequently on the conversion of this
loan into equity. On the 1 November 2023, Venus changed its legal status from
Limited to PLC ahead of its planned IPO. The Company's shareholding in Venus
increased from 58% to 62% during February 2024, following the conversion of
additional finance into equity as set out in the supporting note below.
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. On this basis, the Ariana Board believes it appropriate
to continue to use the equity method of accounting for its investment in
Venus.
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
2024.
Group Company Group Company
2024 2024 2023 2023
£'000 £'000 £'000 £'000
Equity accounted Equity accounted Equity accounted Equity accounted
Associate interest Associate interest Associate interest Associate interest
At 1 January 2024 2,035 2,035 1,848 1,848
Equity acquired 425 425 700 700
Loan advance
Share of loss since significant influence recognised by Group and Company (316) (316) (513) (513)
At 31 December 2024 2,144 2,144 2,035 2,035
9. Profit 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
£1,830,000 (2022: Loss £756,000).
10. Earnings per share on continuing operations
The calculation of basic profit/(loss) per share is based on the profit
attributable to ordinary shareholders of £2,692,000 (2023: Loss £218,000 )
divided by the weighted average number of shares in issue during the year,
being 1,500,636,710 shares (2023: 1,146,363,330).
13. Financial assets at fair value through profit or loss
Group and Company Group
£'000
At 1 January 2023 639
Additions 443
Fair value adjustment (165)
Exchange movement (34)
At 31 December 2023 883
Additions 256
Fair value adjustment (134)
Exchange movement (72)
Reclassification to cost of investment following business combination (316)
At 31 December 2024 617
Carrying value
At 31 December 2023 883
At 31 December 2024 617
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. Following Asgard initial investment in Rockover
Holdings Limited, this interest developed further and concluded with the
reclassification of Asgard's investment following the acquisition as outlined
in note 15b.
As at 31 December 2024, due to a change in the market valuation of its listed
securities, a fair value loss amounting to £134,000 has been reflected in
these accounts. The market valuation of listed securities at the balance sheet
date amounted to £69,000 (level 1 hierarchy). Unlisted securities, where fair
value cannot be reliably measured, continue to be valued at cost less
impairment and amounted to £548,000 (level 3 hierarchy) at the balance sheet
date.
14a. Exploration assets
Exploration expenditure Deferral exploration expenditure
£'000
Cost or Valuation
At 1 January 2023 199
Additions 886
At 31 December 2023 1,085
Additions 733
Business acquisition during the year 16,262
Exchange movement 42
At 31 December 2024 18,122
Net book value
At 31 December 2023 1,085
At 31 December 2024 18,122
The Group, through its subsidiary and associate companies and its acquisition
of Rockover Holdings Limited, hold several exploration licences or mining
claims in Zimbabwe, Türkiye, Cyprus and Kosovo. Expenditure of £733,000
(2023: £886,000), including a proportion of staff costs, was capitalised
during the year. The technical feasibility and commercial viability of
extracting mineral resource is not yet demonstrable in the above locations.
14b Earn In advances
The Group's 76.36% (2023: 76.36%) owned subsidiary Western Tethyan Resources
Limited ("WTR"), entered into an option on an earn-in agreement with Avrupa
Minerals Limited, for the right to acquire up to an 85% interest in the
Slivova Gold Project. The agreement requires WTR to provide funding and
complete a series of exploration and development milestones, ahead of reaching
its agreed ownership target. Staged payments and development expenditure
incurred following inception of the option and during the period to 31
December 2024 amounted to £755,000 (2023: £416,000). On 3 April 2025, the
Group announced that WTR had satisfied the remaining earn-in expenditure
milestones and formally completed its acquisition of 51% of the Slivova Gold
Project.
15a. Investments in Group undertakings
Company Shares in Group undertakings
£'000
At 1 January 2023 and 31 December 2023 377
Addition - share exchange following acquisition of Rockover Holdings Limited 15,817
At 31 December 2024 16,194
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, giving rise to 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. If Rockover had been
acquired at the beginning of the year, the loss before taxation arising on
consolidation would have been £377,648.
The resulting business combination is set out below:
31 December
2024
£`000
Consideration on business combination
Consideration paid in shares by Company 15,475
Reclassification of interest held by Asgard - pre acquisition 317
Professional fees and associated costs 327
Total cost of consideration incurred by Group 16,119
Assets and liabilities acquired
Non-current assets acquired
Property, plant and equipment 7
Exploration asset capitalised 15,445
Current assets/(liabilities) acquired
Other receivables 17
Cash at bank 169
Other creditors (336)
Total net assets acquired 15,302
Excess arising on acquisition - capitalised under exploration assets 817
Total valuation of net assets recognised by Group following the acquisition 16,119
16. Non-current trade and other receivables
Group Company
2024 2023 2024 2023
£'000 £'000 £'000 £'000
Amounts owed by Group undertakings - - 1,578 3,728
Amounts owed by associate interest 238 666 - -
238 666 1,578 3,728
The amount owed to the Group relates to an instalment-based interest free loan
agreed upon following the disposal by Galata of its three remaining satellite
projects to Zenit at a rate of US$50,000 per calendar month. During May 2023,
it was agreed that the monthly instalment plan would be paused until the
second mine at Tavşan is operational. Tavşan is currently under construction
and financed from profits retained by Zenit and supplemented by a US$20
million debt facility committed to accelerate operational start-up.
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
2024 2023 2024 2023
£'000 £'000 £'000 £'000
Other receivables 171 370 19 20
Amounts owed by associate interest 437 - - -
Loan to associate interest 220 350 220 350
Prepayments 321 134 - -
1,149 854 239 370
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
2024 2023 2024 2023
£'000 £'000 £'000 £'000
Trade and other payables 297 118 20 20
Social security and other taxes 36 172 - -
Short term Loan finance 843 - - -
Other creditors and advances 77 21 - -
Accruals and deferred income 200 108 6 6
1,453 419 26 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
On 8 November 2024, Ariana (together with its subsidiary Rockover Holdings
Limited (Rockover) as principal borrower and various other subsidiaries as
co-borrowers) entered into a loan agreement with Riverfort Global
Opportunities PCC Limited ("Riverfort"), securing a funding facility of
US$5,000,000. The loan is structured with a 15% annual interest rate and a
repayment period of 18 months, with the final maturity date set for 8 July
2026. Rockover has to date drawn down US$2,000,000 under the Riverfort
facility and this advance has been recognised as a financial liability
measured at amortised cost, reflecting the net funding received after
transaction costs. Under the financing agreement, both parties have the option
to settle portions of the loan through share issuance, subject to agreed
conditions. When exercised, the share settlement mechanism will be accounted
for under IFRS 2 (Share-Based Payment), affecting both the company's EPS and
voting structure. The loan repayments follow an instalment structure,
incorporating both principal and interest, are measured at amortised cost.
Classification Loan Portion Fee Amortised Creditor Due Date
Short-term loan finance $1,125,000 ($67,500) $1,057,500 £843,000 Due within 12 months
Long-term loan finance $875,000 ($52,500) $822,500 £655,000 Due after 12 months
$2,000,000 ($120,000) $1,880,000 £1,498,000
Riverfort has 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.
18b. Other financial liabilities and provisions
Group Company
2024 2023 2024 2023
£'000 £'000 £'000 £'000
Long-term loan finance (see note 18a) 655 - - -
Provision for employee benefits 78 - - -
733 - - -
19. Called up share capital, share premium reserve
Allotted, issued and fully paid ordinary 0.1p shares Number Ordinary Shares Share
Premium
£'000
£'000
In Issue 1 January 2024 1,146,363,330 1,147 2,207
Issue of acquisition shares 687,817,998 687 14,788
In Issue 31 December 2024 1,834,181,328 1,834 16,995
22. Contingent liabilities
Following the restructuring of the Group and the part disposal by Galata
Mineral Madencilik San. ve Tic. A.S. of 26.5% of its interest in Zenit
Madencilik San. ve Tic. A.S. in 2021, 75% of the resulting gain on disposal is
exempt from Turkish corporation tax provided the gain is retained under equity
by Galata for a period of 5 years. This potentially exempt taxable gain,
including the previously reported gain during 2019 on Çamyol Gayrimenkul,
Madencilik, Turizm, Tarim ve Hayvancilik Ltd ("Çamyol") is as follows:
Contracting parties Shareholding Taxable gain in Lira Contingent liability in Lira Contingent Liability in GBP
Galata 26.5% 127,766,456 31,941,614 £719,892
Çamyol 99% 4,529,343 1,132,335 £25,520
24. Post year end events
In January 2025 Ariana issued 28,880,000 shares to Newmont Ventures Limited to
raise £685,900, and in April 2025 issued a further 80,888,953 shares in a
general placing to raise £1,213,334 (gross proceeds).
Contacts:
Ariana Resources plc Tel: +44 (0) 20 7407 3616
Michael de Villiers, Chairman
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:
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") in Zimbabwe. Dokwe is
made up of the Dokwe North and Dokwe Central gold deposits which are located
in the Tsholotsho District near the city of Bulawayo. The deposits have a
combined in-pit JORC Measured, Indicated and Inferred Resource of over 1.42
million ounces of gold (as at March 2025) and the project 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 Ozaltin 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 and Tavsan mines and the Salinbas project.
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 76% 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 Ventures
Limited (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 projects in Cyprus,
some of which are in application, containing a combined JORC Indicated and
Inferred Resource of 16.6Mt @ 0.45% to 0.80% copper (excluding additional
gold, silver and zinc).
Ariana owns several investments in listed and private companies via its
Australian subsidiary Asgard Metals Pty. Ltd. ("Asgard"), which also
provides technical input into the various investee company exploration
programmes. Investments have been made 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. Its most advanced interest is through a 4.1%
holding of Panther Metals Limited (ASX: PNT).
Zeus Capital Limited, Fortified Securities and Shaw and Partners are the
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.
Ends.
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