REG - Ariana Resources PLC - Merger with Rockover Holdings and Dual-List on ASX

Ariana ResourcesAnnouncement

25/04/2024 07:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240425:nRSY9327La&default-theme=true

RNS Number : 9327L  Ariana Resources PLC  25 April 2024

25 April 2024

AIM: AAU

CONDITIONAL TERMS AGREED FOR ACQUISITION BY MERGER WITH ROCKOVER

INTENTION TO DUAL-LIST THE COMPANY ON ASX DURING 2024

Ariana Resources plc ("Ariana" or "the Company"), the AIM-listed mineral
exploration and development company with gold mining interests in Europe, is
pleased to announce that it has entered into a conditional merger agreement to
acquire 100% of Rockover Holdings Limited ("Rockover") in which Ariana
(through its wholly-owned subsidiary Asgard Metals Pty. Ltd. ("Asgard"))
currently holds circa 2.1%. Rockover owns 100% of the c.1.3Moz Dokwe Gold
Project in Zimbabwe ("Dokwe").

Highlights:

·    Ariana has entered into a conditional Merger Implementation Agreement
("MIA") to effect an all-share merger of Ariana and Rockover, based on a
merger ratio in the enlarged entity of 62.5% Ariana existing shareholders and
37.5% Rockover existing shareholders (other than the 2.1% Ariana currently
holds in Rockover); the enlarged Company will continue to be known as Ariana
Resources Plc ("Merger").

·    Based on the merger ratio, Ariana would issue 687,817,998 new
ordinary shares of 0.1p each ("Merger Shares") to acquire the shares in
Rockover not already owned.

·    Dokwe North contains 1.21Moz in JORC 2012 (AIM compliant reporting
standard) Measured, Indicated and Inferred Resources, including 0.8Moz in
Proven and Probable Reserves; Dokwe Central contains 80,000oz in JORC 2004
Indicated and Inferred Resources (non-compliant with AIM reporting standards
and hence should be treated with caution).

·    Pre-Feasibility Study (2022) economic results on the Reserves provide
for a mine life of 13 years at a post-tax NPV(10) of US$72 million and an IRR
of 25% at a gold price of US$1,650/oz; economic model currently being revised
and will be announced in due course.

·   Due-diligence diamond drilling programme providing several significant
initial intercepts, including higher grade intercepts of 45m @ 2.75 g/t Au,
containing higher grade zones of 15m @ 4.53 g/t Au and 12.1m @ 4.15 g/t Au;
results conform with historical data and further assays are underway.

·    The MIA is subject to material conditions including technical,
financial and legal due diligence, Ariana and Rockover Shareholder approval
and compliance with the requirements of The Takeover Code and the AIM Rules.

·    The new ordinary Shares to be issued by Ariana in connection with the
Merger will be subject to lock-in and/or orderly market arrangements in
accordance with the Material Terms of the MIA summarised below.

·  It is envisaged that the Merger will be implemented by 28 June 2024 and
further announcements will be made in due course.

·   Ariana intends to seek a dual-listing on the Australian Securities
Exchange ("ASX") to promote the opportunity to a broader range of potential
investors.

To read a pdf version of the release, please click here:
http://www.rns-pdf.londonstockexchange.com/rns/9327L_1-2024-4-24.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/9327L_1-2024-4-24.pdf)

Dr. Kerim Sener, Managing Director, commented:

"We are thrilled to announce a significant milestone in Ariana's history
through securing this opportunity to acquire a major new gold development
project and embarking on a new chapter by expanding beyond our
well-established Turkish operations. Our team has achieved a huge amount in
the successful delivery of this opportunity to our shareholders after many
months of focused effort undertaken in the background to our other activities.

"The planned addition of the c.1.3Moz Dokwe Gold Project to our portfolio as a
wholly-owned asset marks a substantial step toward our stated aim of
establishing a global resource base of approximately 5Moz by 2025*. This
transaction, based on a substantially derisked, feasibility stage project,
which contains >95% of its JORC Compliant Mineral Resources in the Measured
and Indicated categories aligns closely with our strategic objectives.
Furthermore, the acquisition metrics of this project are very similar to our
historic discovery cost, demonstrating that Dokwe represents an excellent
value proposition.

"As part of the proposed Merger, we are pleased to announce the planned
addition of two highly experienced and successful Zimbabwe-based directors
from the Rockover team to the enlarged company board, bringing with them
valuable in-country and project expertise and ensuring continuity. Details of
these appointments will be made in due course.

"Based on a Pre-Feasibility Study completed for Dokwe in 2022, we anticipate
advancing the Dokwe project towards production within the next three years, at
a proposed annual production rate of 60,000oz increasing to potentially
100,000oz of gold over approximately ten years based on current Resources and
Reserves. We already see opportunities to considerably grow the resource base
at Dokwe at the defined deposit and more regionally across the Mining Claims.
We are currently engaging with contractors and project consultants to commence
the required feasibility work and associated resource expansion drilling as
soon as the merger proceeds.

"Our team's technical due-diligence of the Dokwe project has already been
underway for over a year, with the initial site visit conducted in July 2023
and detailed in-country work in progress from November 2023 following the
commencement of a due-diligence diamond drilling programme. Our team remains
on site as we draw to a close our technical due-diligence work on the project
and while we await the final assay results.

"Our confidence in this project has developed in parallel with the positive
jurisdictional improvements witnessed in Zimbabwe since late 2017,
particularly the dollarisation of their economy, support of a government which
recognises the value of its mining industry (accounting for 12% of a GDP of
c.US$30 billion) and which encourages foreign investment in the sector for the
benefit of its people.

"Over the past two decades, our team has demonstrated a substantial track
record of success in the exploration and development of gold mining operations
and is highly encouraged by the significant value-accretive opportunity
presented to the Company by the Dokwe project. Strategically, we look forward
to developing our collaboration with our existing partners to advance the
Dokwe project in the years ahead towards becoming one of the largest modern
gold mines in Zimbabwe, as we continue to build Ariana Resources into a
mid-tier gold producer. As part of this strategy, the Company is also planning
to dual-list on the ASX during 2024 to broaden its institutional investor base
and tap into a significantly mining-orientated market and enhance its market
visibility.

"The Company will be seeking shareholder approval for the transaction (subject
to completion of satisfactory due diligence) at a General Meeting on a date to
be announced. Further details will be provided in due course and we look
forward to the ongoing support of our shareholders in the development of our
next chapter."

*Total resources discovered irrespective of percentage of ownership in
subsidiary or associate companies across the Group.

Material Terms of the MIA:

 Structure                                The Merger will be effected through the merger of Galvanic Metals Limited, a
                                          newly incorporated wholly-owned BVI subsidiary of Ariana, and Rockover, where
                                          Rockover will be the surviving company and all issued shares in Rockover
                                          (other than those held by Ariana) shall be converted automatically into the
                                          right to receive 43.0302 shares in Ariana ("Merger Shares") per Rockover
                                          share.
 Board Composition of Ariana post Merger  On completion of the Merger (subject to satisfactory completion of stock
                                          market (including Nominated Adviser) due diligence which is a standard
                                          procedure prior to the appointment of directors onto the board of an AIM
                                          company) Nicholas Gore Graham (with Matthew Randall as his alternate) will
                                          join Ariana's board as a non-executive director and Andrew du Toit will join
                                          Ariana's board as an operations director.
 Rockover Funding                         ·      Ariana has agreed to fund Rockover moving forwards, including by
                                          way of loans in the sum of up to US$300,000 between now and completion of the
                                          Merger ("Ariana Loans").

                                          ·     If the Merger does not proceed, the Ariana Loans will be converted
                                          into Rockover shares at a deemed issue price of US$1.25 per Rockover share.

                                          ·     Ariana will also reimburse Rockover for technical assistance in
                                          connection with Ariana's due diligence on Rockover (subject to Ariana's prior
                                          approval of work undertaken and costs) up until the closing date of the Merger
                                          (these costs will not be required to be paid by Rockover using funds advances
                                          under the Ariana Loans).
 Dissenting Shareholders                  Up until and immediately prior to Rockover's shareholder meeting to consider
                                          and vote on the Merger, Rockover shareholders have the opportunity to dissent
                                          from the Merger. Rockover shareholders who validly exercise and have not
                                          effectively withdrawn or lost their right to demand payment of the fair value
                                          of their Rockover shares will be dealt with in accordance with the relevant
                                          provisions of the BVI Business Companies Act (as revised) of the British
                                          Virgin Islands ("BVI Companies Act") and the MIA ("Dissenting Shareholders").
                                          The Merger is conditional on RHL shareholders holding no more than 5% of
                                          Rockover shares on issue exercising their rights to be Dissenting
                                          Shareholders.
 Lock-in                                  ·     The Rockover shareholders holding 5% or more of the Rockover shares
                                          immediately prior to the Merger will be subject to a 12 month lock-in followed
                                          by a 12 month orderly market period in respect of their shares in Ariana.

                                          ·     All other shareholders of Rockover will be subject to a 12 month
                                          orderly market arrangement in respect of their shares in Ariana.
 Representations and warranties           Rockover and Ariana have given customary warranties and representations to
                                          each other.
 Conditions                               The Merger is conditional on (inter alia) the following matters:

                                          ·    approval of the shareholders of each of Ariana and Rockover

                                          ·    admission to AIM of the Merger Shares (and CDIs to be issued in lieu
                                          being admitted to trading on ASX, if applicable)

                                          ·    Ariana receiving Rockover's audited consolidated financial statements
                                          for the financial year ended 31 December 2023

                                          ·    Rockover receiving Ariana's audited consolidated financial statements
                                          for the financial year ended 31 December 2023

                                          ·    completion of due diligence by both Ariana and Rockover

                                          ·    compliance with the AIM Rules and Takeover Code

                                          ·    To the extent that Rockover has received notices from Dissenting
                                          Shareholders pursuant to, and in accordance with the time frame prescribed by,
                                          Section 179(5) of the BVI Companies Act, Dissenting Shareholders representing
                                          less than 5% of the Rockover Shares in issue.

                                          ·    delivery of signed agreements in relation to the lock-in arrangements
                                          from the larger Rockover Shareholders
 Termination                              The MIA may be terminated in certain circumstances, including in the event
                                          that the conditions have not been satisfied by the 28 June 2024 or such other
                                          date as Rockover and Ariana may agree.

 

Indicative Timetable

 Event                                         Date
 Execution of the MIA                          24 April 2024
 Ariana announces the Proposed Merger          25 April 2024
 RHL Shareholders Meeting                      15 May 2024
 Estimated completion of RHL Due Diligence     17 June 2024
 Estimated completion of Ariana Due Diligence  17 June 2024
 Ariana Shareholders Meeting                   18 June 2024

 Closing                                       21 June 2024
 Execution of the BVI Plan of Merger           21 June 2024
 Filing or recording of the Merger             21 June 2024
 Effective Time                                21 June 2024

 

About the Dokwe Project

The Dokwe North and Dokwe Central gold deposits are located 2km apart ("Dokwe"
or "Dokwe Project") and are situated in the Tsholotsho Communal Land 110km WNW
of Bulawayo, Zimbabwe (Figure 1). Bulawayo is the second largest city in
Zimbabwe (population 660,000) with excellent road, rail and air links to the
rest of the country and internationally, and represents a significant mining
services and educational centre, hosting both the Zimbabwe School of Mines and
the National University of Science and Technology.

The Dokwe Project was discovered by Rockover in 2002, utilising innovative
soil geochemical exploration methods capable of detecting mineralisation
beneath cover, subsequently drill-tested for the first time in 2004. It
represents the largest undeveloped gold project in Zimbabwe and is currently
100% owned by Rockover Holdings Limited ("Rockover").

Figure 1: Summary map of Dokwe North and Central showing the outline of the
designed pre-feasibility pit for Dokwe North and the optimised pit (not
included in the pre-feasibility) for Dokwe Central. Certain previous drill
intercepts are also identified, with details provided in Table 1 below. The
2023-2024 due diligence drilling collars are also shown in magenta.

Tenure

Dokwe is held by Rockover through 81 blocks of gold claims and a further 22
copper base metal claims totalling 4,040 hectares ("Mining Claims", Figure 2).
A private Net Smelter Return ("NSR") royalty of 0.5% applies to the
aforementioned claims. An application has been made to convert the claims into
a single Mining Lease for gold and base metals covering 6,622 hectares (Figure
2). In addition, seven Exclusive Prospecting Orders ("EPOs") have been applied
for in the vicinity of the Dokwe Project extending towards Bulawayo.

Figure 2: Dokwe Project tenure map, showing the Mining Claims covering the
main prospect areas.

Summary of Geology

Dokwe is located within a covered Archaean Greenstone Belt, extending from the
border with Botswana (Maitengwe greenstone belt) and linking up with the
Bulawayo-Bubi Greenstone Belt to the east. The Archaean greenstone units are
overlain by Karoo and Kalahari sedimentary units of up to 25-40m in thickness.
The east-northeast striking greenstone belt has been complexly folded and
thrust-faulted and is dissected by a series of major sub-parallel sinistral
shear zones.

At the Dokwe Gold Project area, the barren sedimentary cover is dominated by
calcrete, with a few metres of sand at the surface, and mudstone and sandstone
located towards the base. The basement Archaean volcanic sequence comprises a
series of quartz-rich volcaniclastic units, tuffs, and agglomerates, that
grade into felsic irregular rhyolitic flows; intermediate vesicular dacite;
agglomerates and andesites. The volcanic sequence has undergone greenschist
facies metamorphism and deformation. The sequence appears intruded by near
syn-depositional quartz porphyries and later by dolerite. While
brittle-ductile deformation occurs throughout the deposit, somewhat more
brittle deformation, characterised by fracturing, is common in felsic tuff and
porphyry units whilst rather more ductile deformation characterises the
dacitic and andesitic units.

Dokwe North is characterised as a large low-grade deposit containing
relatively few quartz veins, with several very high-grade zones including
visible gold (Table 1, Figure 3). Due diligence drilling is confirming this
understanding of the grade distribution within the deposit (Table 2). Dokwe
Central is a smaller higher-grade pipe-like deposit containing abundant quartz
veins and several steeply plunging high-grade zones. The two deposits appear
to be strongly structurally controlled, occupying two distinct structural
domains within a broad ENE trending shear zone. Gold mineralisation at Dokwe
North is associated with silicified zones containing thin quartz-carbonate
pyrite veins and narrow shears. There is also an association with strongly
disseminated, fine-grained pyrite in the host rocks. Much of the economic gold
mineralisation occurs in the dacitic unit and in the overlying felsic tuff,
with lesser mineralisation in the quartz porphyry and andesitic units.

Table 1: Significant historic intercepts marked on the map in Figure 1
(representing down-hole widths).

 

 Map Ref  Hole ID   From (m)  To (m)  Interval (m)  Au g/t
          Dokwe North
 1         DPD123   229.0     237.0   8             197.22
 2         DPD32    199.9     213.9   14            54.75
 3         DPD77    174.6     259.6   85            5.23
           incl.    174.6     189.6   15            13.64
          Dokwe Central
 4         DPD67    74.4      123.4   49            4.42
 5         DPD35    43.0      70.0    27            6.53
 6         DPD73    366.3     423.3   57            2.72
           incl.    405.3     422.3   17            5.91

 

Table 2: Intercepts from 2023-2024 due-diligence drilling, from DPD129,
calculated using a 0.2 g/t Au cut-off (representing down-hole widths).
Allowing up to 6m of internal dilution provides for a total mineralised
intercept of 93.2m @ 1.80 g/t Au (from 86.0m to 179.2m).

 

 Hole ID  From (m)  To (m)  Interval (m)  Au g/t
 DPD129   86.0      131.0   45.0          2.75
  incl.   86.0      101.0   15.0          4.55
  incl.   104.9     117.0   12.1          4.15
 DPD129   136.0     158.0   22            1.57

 

 

Figure 3: Photograph showing mineralisation and alteration characteristic of
Dokwe North, but showing a singular example of extremely high-grade core
obtained from DPD060 at Dokwe North and exhibiting significant visible gold
developed along structural foliation (core taken from an interval at
105.62-106.63m down hole). Sample not sent for assay due to the significant
quantity of gold in the intercept. (NB: Visual estimates of mineral abundance
should never be considered a proxy or substitute for laboratory analyses where
concentrations or grades are the factor of principal economic interest. Visual
estimates also potentially provide no information regarding impurities or
deleterious physical properties relevant to valuations).

 

Mineral Resources and Reserves

Dokwe North has a JORC (2012) Compliant Measured, Indicated and Inferred
Resource of 35.7Mt @ 1.05g/t Au for 1,210,000 oz gold (Table 4). Dokwe
Central, which is located approximately 2km to the SSE of Dokwe North, has a
JORC (2004) non-AIM compliant Indicated and Inferred Resource of 1.14Mt @
2.17g/t Au for 80,000 oz gold (Figure 4). The Dokwe Central resource is
treated here as a historical estimate as it is not in accordance with an AIM
reporting standard and should be treated with caution. From the initial
reviews, both project areas have significant scope for further exploration
upside. Ore Reserves have only been estimated for Dokwe North as part of the
PFS (dated 1 September 2022), with a total of 18.25Mt at 1.36g/t Au for
795,800oz gold (Table 5).

Table 4: Mineral Resources for Dokwe North as at 1 September 2021. The Mineral
Resource is declared within an optimised pit using a cut-off grade of 0.3 g/t
Au. Mineral Resources are inclusive of Ore Reserves. Figures may not sum due
to rounding applied.

 

 Mineral Resource Classification  Tonnage (Mt)  Gold (g/t)  Gold (oz)
 Measured                         12.79         1.04        428,000
 Indicated                        22.92         1.05        774,000
 Inferred                         0.93          0.76        23,000
 Measured & Indicated             35.71         1.05        1,210,000

 

Source: Minxcon (Pty) Ltd (2022) reported under JORC 2012

Notes:

Presented above are both gross and net attributable to Rockover.

Canister Resources (Private) Limited, a wholly-owned subsidiary of Rockover,
is the Operator.

 

Table 5: Mineral Reserves for Dokwe North as at 1 March 2022. The Mineral
Reserve includes diluted Measured and Indicated Mineral Resources only. Ore
Reserve estimate is stated as dry metric tonnes, with 5% ore losses and 5%
mining dilution applied, completed using a gold price of US$1,650/oz over the
Life of Mine. Figures may not sum due to rounding applied.

 

 Ore Reserve Category  Tonnage (Mt)  Gold (g/t)  Gold (oz)
 Proven                7.21          1.33        307,900
 Probable              11.04         1.37        487,900
 Total                 18.25         1.36        795,800

 

Source: Minxcon (Pty) Ltd (2022) reported under JORC 2012

Notes:

Presented above are gross and net attributable to Rockover.

Canister Resources (Private) Limited, a wholly-owned subsidiary of Rockover,
is the Operator.

 

Figure 4: Summary cross sections through Dokwe North (X-Y, Figure 1) and Dokwe
Central (XX-YY, Figure 1) showing grade block models (based on prior drilling)
and the surveyed positions of the due diligence drill holes (in blue). Swath
width at Dokwe North is significantly wider than at Dokwe Central, causing
more overlap of colours within a semi-transparent block model.

Pre-feasibility Study

An independent pre-feasibility study ("PFS") was commissioned by Rockover and
was completed in 2022 by Minxcon (Pty) Ltd in South Africa ("Minxcon"). A
combined Proven and Probable Ore Reserve Estimate comprising 18.25Mt grading
1.36g/t Au for 795,800 ounces of gold was declared (Table 5). Both the Mineral
Resource Estimate and Ore Reserve calculation have been prepared in compliance
with JORC 2012.

The PFS outlined a plan to develop the project as an open pit mining operation
producing 1.5Mt of ore per annum from a single pit, at a stripping ratio of
5:1. The mine is envisaged to be contractor operated with an owner's
management team. The pit development is staged, prioritising high-grade ore.
Ore will be processed at a treatment plant to be constructed on-site with a
treatment capacity of 125,000tpm, allowing for production of c.60,000 ounces
per annum. Both Carbon in Leach ("CIL") and Heap Leach ("HL") treatment
methods were considered viable for the purposes of the PFS, demonstrating
similar economics, and both methods will be considered further in a future
Feasibility Study.

The PFS economic results provide for a mine life of 13 years at a post-tax
NPV(10) of US$73 million and an IRR of 25% at a gold price of US$1,650/oz.
This is based on a CIL processing route. The HL processing route was not
significantly different, providing an NPV(10) of US$72 million and an IRR of
25% at a gold price of US$1,650/oz. The Company is revising the PFS using a
US$2,000 base-case run with appropriate CPI cost increases applied to capital
and operating costs among other updates and at various sensitivities.

Information on Rockover

Rockover is a private minerals exploration company which has operated in
Africa since 2000 using modern and innovative exploration techniques to
discover previously unknown mineralisation in remote areas of Zimbabwe. Its
flagship project is Dokwe Gold Project ("Dokwe"), a significant gold discovery
in the concealed extension of a Zimbabwean greenstone belt. Rockover has one
wholly-owned Zimbabwean subsidiary, Canister Resources (Private) Limited
("Canister"), which holds 100% interest in and title to the Dokwe Project. A
private Net Smelter Return royalty of 0.5% will be payable in the event the
project enters production. Rockover's current focus is to continue to advance
Dokwe towards construction.

 

Rockover's registered office address is at Trident Chambers, Wickham's Cay, P
O Box 146, Road Town, Tortola, VG 1110, British Virgin Islands. For the year
ended 31 December 2023, Rockover's unaudited management accounts showed a loss
before taxation of US$142,567 and total assets of US$19,311,586. As set out in
the Material Terms of the MIA above, it is a condition precedent of the Merger
that Rockover delivers to Ariana its audited consolidated financial statements
for the financial year ended 31 December 2023. Ariana confirms that it will
make a separate announcement regarding Rockover's audited accounts for the
financial year ended 31 December 2023 once they have been received and
reviewed.

The full consideration for the acquisition will be satisfied by issuance of
the Merger Shares by Ariana to the RHL Shareholders (other than to Asgard). It
is expected that 687,817,998 Merger Shares will be issued, which at Ariana's
closing price of 2.825p on 24 April 2024, being the last closing price before
publication of this announcement, would value the transaction at £19,430,858.
Ariana, through Asgard subscriptions, has already invested US$400,000 into
Rockover and as per the Material Terms of the MIA above it will be making
further loans of up to US$300,000 between now and completion of the Merger.

Also, as mentioned above, it is expected that on completion of the Merger
Nicholas Gore Graham (with Matthew Randall as his alternate) will join
Ariana's board as a non-executive director and Andrew du Toit will join
Ariana's board as an operations director. Details of the terms of the
appointments will be disclosed in due course as and when agreed.

 

Ariana Shareholder Approval and Takeover Code

 

Following completion of its due diligence, Ariana will be seeking shareholder
approval for the issue of the Merger Shares and the Merger generally.
 

 

The Company will also consider providing existing shareholders of Ariana with
the opportunity to participate in any fundraise undertaken in association with
the Merger. The Takeover Panel will be consulted regarding the requirement or
otherwise for the Company to seek a Rule 9 Waiver pursuant to Appendix 1 of
the Takeover Code in respect of the vendors of Rockover holding 30% or more as
a result of the Merger and associated matters such as financing arrangements.

 

Proposed Ariana ASX Dual-Listing and Update on Venus Minerals plc

 

Ariana's board has determined, in association with the Merger, to pursue a
dual-listing on the ASX. Ariana believes that the dual-listing will promote
Ariana to a broader range of potential investors in the Australian market
which has many well-established resource companies.

 

Ariana may undertake a capital raising as part of the dual-listing process to
fund further studies on the Dokwe project, and would do so through the issue
of CHESS Depository Interests ("CDIs"), which will be quoted on the ASX. CDIs
are a type of depositary receipt that allows investors to obtain all the
economic benefits of foreign financial products (in this instance, Ariana
Shares), without actually holding legal title to them.

 

The ASX dual listing is subject to Ariana satisfying the listing conditions of
the ASX. Accordingly, there is no guarantee that Ariana will be granted
approval to list on the ASX at this stage.

 

Ariana has also determined that it will indefinitely suspend its listing of
Venus Minerals plc on AIM to ensure maximum value may be achieved for the
Company's proposed ASX dual-listing later in 2024.

 

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 7407 3616
 Michael de Villiers, Chairman
 Kerim Sener, Managing Director
 Beaumont Cornish Limited (Nominated Adviser)   Tel: +44 (0) 20 7628 3396
 Roland Cornish / Felicity Geidt
 Panmure Gordon (UK) Limited (Joint Broker)     Tel: +44 (0) 20 7886 2500
 Hugh Rich / Atholl Tweedie / Rauf Munir
 WHIreland Limited (Joint Broker)               Tel: +44 (0) 207 2201666

 Harry Ansell / Katy Mitchell / George Krokos

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

Bessie Elliot

 

Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated
Adviser and is authorised and regulated by the FCA. Beaumont Cornish's
responsibilities as the Company's Nominated Adviser, including a
responsibility to advise and guide the Company on its responsibilities under
the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed
solely to the London Stock Exchange. Beaumont Cornish is not acting for and
will not be responsible to any other persons for providing protections
afforded to customers of Beaumont Cornish nor for advising them in relation to
the proposed arrangements described in this announcement or any matter
referred to in it.

 

Editors' Note:

 

The information in this announcement that relates to exploration results is
based on information compiled by Dr. Kerim Sener BSc (Hons), MSc, PhD,
Managing Director of Ariana Resources plc. Dr. Sener is a Fellow of The
Geological Society of London and a Member of The Institute of Materials,
Minerals and Mining and has sufficient experience relevant to the styles of
mineralisation and type of deposit under consideration and to the activity
that has been undertaken to qualify as a Competent Person as defined by the
2012 edition of the Australasian Code for the Reporting of Exploration
Results, Mineral Resources and Ore Reserves (JORC Code) and under the AIM
Rules - Note for Mining and Oil & Gas Companies. Dr. Sener consents to the
inclusion in this announcement of the matters based on his information in the
form and context in which it appears.

 

Uwe Engelmann, a Director of Minxcon (Pty) Ltd, is the Competent Person for
the Dokwe North Mineral Resource and has read and understood the requirements
for the 2012 Edition of the Australasian Code for Reporting of Exploration
Results, Mineral Resources and Ore Reserves (JORC Code, 2012 Edition). Uwe is
a Competent Person as defined by the JORC Code 2012 Edition, having five
years' experience that is relevant to the style of mineralisation and type of
deposit comprising the Dokwe North project, and to the activity for which he
is accepting responsibility. Uwe consents to the inclusion in this
announcement of the matters based on his information in the form and context
in which it appears.

 

Daniel van Heerden, a Director of Minxcon (Pty) Ltd, is the Competent Person
for the Dokwe North Ore Reserve and has read and understood the requirements
for the 2012 Edition of the Australasian Code for Reporting of Exploration
Results, Mineral Resources and Ore Reserves (JORC Code, 2012 Edition). Daniel
is a Competent Person as defined by the JORC Code 2012 Edition, having five
years' experience that is relevant to the style of mineralisation and type of
deposit comprising the Dokwe North project, and to the activity for which he
is accepting responsibility. Daniel consents to the inclusion in this
announcement of the matters based on his information in the form and context
in which it appears.

 

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 gold production in Türkiye and copper-gold
exploration and development projects in Cyprus and Kosovo.

 

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 Mine and Tavsan mines and the Salinbas projects.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Ends.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  MSCIIMRTMTJTBFI