REG - Ariana Resources PLC - Lodgement of ASX Dual Listing Prospectus

Ariana ResourcesAnnouncement

29/07/2025 10:45

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RNS Number : 0040T  Ariana Resources PLC  29 July 2025

29 July 2025

AIM: AAU

Not for release to US wire services or distribution in the United States

CORPORATE UPDATE

 

Lodgement of ASX Dual Listing Prospectus

Ariana Resources plc (AIM: AAU, "Ariana" or the "Company"), the AIM-listed
mineral exploration and development company with gold project interests in
Africa and Europe, is pleased to announce the Company's Australian Securities
Exchange ("ASX") dual listing offer ("ASX Offer") which opens on 6 August
2025.

The Company lodged today, 29 July 2025, a prospectus ("Prospectus") with the
Australian Securities and Investments Commission ("ASIC") setting out the
terms of the ASX Offer, which is an offer of up to 53,571,429 Chess Depositary
Interests ("CDIs") (equivalent to 535,714,290 shares) at an issue price of
A$0.28 per CDI to raise between A$10,000,000 and A$15,000,000 (before costs)
("ASX Offer"). Each CDI represents 10 underlying shares in the capital of the
Company ("Shares").

The ASX Offer is being made pursuant to Resolutions passed by Shareholders at
the Annual General Meeting held on 9 July 2025 and is conditional on the
following conditions being satisfied: (a) the Minimum Subscription to the ASX
Offer being reached; (b) and ASX granting conditional approval for the Company
to be admitted to the ASX Official List.

Shaw and Partners Limited is acting as Lead Manager in respect of the ASX
Offer, with Leeuwin Wealth Pty Ltd acting as Co-Manager.

Investors in the United Kingdom should note the APPENDIX - ELIGIBLE INVESTORS
IN THE UNITED KINGDOM set below.

Dr. Kerim Sener, Managing Director of Ariana Resources, commented:

"We are excited to announce that Ariana is now offering eligible investors the
opportunity to invest through our ASX listing. This milestone marks a
significant step forward for the Company, opening the door to a wider and more
global shareholder base, including several prominent institutional investors.
It also brings heightened visibility to our ambitious development plans for
the >1 million ounce Dokwe Gold Project in Zimbabwe, at a time when global
demand for gold remains very strong.

"As a British company with deep historical ties to Australia and our
long-standing office presence in Perth, the ASX listing will strengthen our
connection to and enhance communication with our Australian investors. We are
confident that this dual-listing will help unlock greater value for the
Company and its significant gold project assets."

 

ASX Offer Details

As noted above, the ASX Offer is a public offering of a minimum of 35,714,286
CDIs (equivalent to 357,142,860 Shares) and a maximum of 53,571,429 CDIs
(equivalent to 535,714,290 Shares) at an issue price of A$0.28 per CDI to
raise between A$10,000,000 and A$15,000,000 (before costs).

The ASX Offer comprises:

a)           an offer open to Australian resident retail investors
who receive an invitation from their broker to participate (the "Broker Firm
Offer");

b)           an offer to certain institutional investors in
Australia, New Zealand, Hong Kong, Switzerland, Singapore and the United
Kingdom who have been invited by the Company and/or the Lead Manager to
participate (the "Institutional Offer"); and

c)           an offer to those Australian resident investors who are
eligible to participate, or any other person who the Company reasonably
believes is able to be offered CDIs in accordance with applicable laws without
the need for any disclosure document, registration, qualification, filing or
other formality (other than a registration or formality which the Company is
willing to comply with) (the "General Offer").

The Prospectus also contains secondary offers of CDIs to Director, Dr. Kerim
Sener in conversion of accrued directors' fees and, separately, options to
acquire CDIs for the Lead Manager (or its nominees).

The total number of Shares on issue on admission to the ASX on an undiluted
basis (including Shares underlying the CDIs) is expected to be between
2,302,663,761 and 2,481,235,191 Shares. The CDIs will represent between 15.58%
and 21.65% of the total number of Shares. All CDIs will rank equally with each
other. The issue of CDIs is necessary to allow ASX trading of securities of a
company incorporated in the United Kingdom. CDIs give a holder similar, but
not identical rights, to a holder of Shares.

Timetable

The indicative timetable and important dates of the ASX Offer and the ASX dual
listing are set out below:

 Lodgement of the Prospectus with ASIC                                        29 July 2025
 ASX Offer Opening Date                                                       6 August 2025 at 9.00am (Sydney time)
 ASX Offer Closing Date                                                       14 August 2025 at 5.00pm (Sydney time)
 Settlement Date of the ASX Offer                                             21 August 2025
 Issue of CDIs under the ASX Offer                                            25 August 2025
 Expected date for despatch of holding statements and allotment confirmation  28 August 2025
 notices
 Expected date for commencement of trading of CDIs on ASX                     15 September 2025

 

This announcement does not constitute an offer to sell, or a solicitation of
an offer to buy, securities in the United States or any other jurisdiction.
Any securities described in this announcement have not been, and will not be,
registered under the US Securities Act of 1933 ("US Securities Act") and may
not be offered or sold in the United States except in transactions exempt
from, or not subject to, the registration requirements of the US Securities
Act and applicable US state securities laws.

Note: The dates shown in the table above are indicative only and may be
changed at the discretion of the Directors, subject to the Corporations Act
2001 (Cth), the ASX Listing Rules, and other applicable laws. The Company
reserves the right to vary the Offer Closing Date, which may have a
consequential effect on other dates. As such, the date the CDIs are expected
to commence trading on ASX may vary with any change in the Offer Closing Date.

A copy of the Prospectus is available at www.arianaresources.com
(http://www.arianaresources.com) .

All offers of CDIs referred to in this announcement will be made in, or
accompanied by, the Prospectus. Investors should consider the Prospectus in
deciding whether to acquire CDIs and any person who wishes to apply for CDIs
must complete the application form that is accompanied by the Prospectus.

Applications for CDIs under the General Offer may be made using an online
Application Form at www.computersharecas.com.au/arianaoffer and paying the
application monies electronically.

Prospectus Details

As at the date of the Prospectus, the Company is not aware of any new
information or data that materially affects the information set out in the
Prospectus and confirms that all material assumptions and technical parameters
underpinning market announcements continue to apply and have not materially
changed.

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

Contacts:

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

 Michael de Villiers, Chairman

 Kerim Sener, Managing Director

 Beaumont Cornish Limited                       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.

 

APPENDIX - ELIGIBLE INVESTORS IN THE UNITED KINGDOM

Neither the Prospectus nor any other document relating to the offer has been
delivered for approval to the Financial Conduct Authority in the United
Kingdom and no prospectus (within the meaning of section 85 of the Financial
Services and Markets Act 2000, as amended ("FSMA")) has been published or is
intended to be published in respect of the CDIs. The CDIs may not be offered
or sold in the United Kingdom by means of the Prospectus or any other
document, except in circumstances that do not require the publication of a
prospectus under section 86(1) of the FSMA. The Prospectus is issued on a
confidential basis in the United Kingdom to "qualified investors" within the
meaning of Article 2(e) of the UK Prospectus Regulation. The Prospectus may
not be distributed or reproduced, in whole or in part, nor may its contents be
disclosed by recipients, to any other person in the United Kingdom. Any
invitation or inducement to engage in investment activity (within the meaning
of section 21 of the FSMA) received in connection with the issue or sale of
the CDIs has only been communicated or caused to be communicated and will only
be communicated or caused to be communicated in the United Kingdom in
circumstances in which section 21(1) of the FSMA does not apply to the
Company. In the United Kingdom, the Prospectus is being distributed only to,
and is directed at, persons (i) who have professional experience in matters
relating to investments falling within Article 19(5) (investment
professionals) of the Financial Services and Markets Act 2000 (Financial
Promotions) Order 2005 ("FPO"), (ii) who fall within the categories of persons
referred to in Article 49(2)(a) to (d) (high net worth companies,
unincorporated associations, etc.) of the FPO or (iii) to whom it may
otherwise be lawfully communicated ("Relevant Persons"). The investment to
which the Prospectus relates is available only to Relevant Persons. Any person
who is not a Relevant Person should not act or rely on the Prospectus.

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 has earnt a 51% interest in 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).

 

Shaw and Partners Limited is Lead Manager to the ASX listing with Fortified
Securities and Zeus Capital Limited as Joint Brokers to the Company. 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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