REG - Ariana Resources PLC - Settlement of Outstanding Debt to RiverFort & TVR

Ariana ResourcesAnnouncement

04/02/2026 07:00

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RNS Number : 5556R  Ariana Resources PLC  04 February 2026

 

04 February 2026

AIM: AAU

Settlement of Outstanding Debt to RiverFort

Issue of Equity & Total Voting Rights

Ariana Resources plc (AIM: AAU, ASX: AA2, "Ariana" or the "Company"), the
mineral exploration, development and production company with gold project
interests in Africa and Europe, is pleased to announce that it has settled all
outstanding loan balances due under the Facility Agreement with RiverFort
Global Opportunities PCC Limited ("RiverFort").

The Company advises that it has received a Conversion Notice from RiverFort to
discharge the outstanding loan balance of US$782,575.08 through the issuing of
40,435,311 ordinary shares in accordance with the loan terms and pricing under
the Facility Agreement (the "RiverFort Shares"). The Company's CHESS
Depository Instruments (CDIs) each represent 10 ordinary shares, so this is
the equivalent of approximately 4,043,531 CDIs.

Application will be made for the RiverFort Shares, which will rank pari passu
with all existing ordinary shares, to be admitted to trading on AIM
("Admission"). Admission is expected on or around 5 February 2026.

The Company will issue the ordinary shares in accordance with the placement
capacity exception under ASX Listing Rule 7.2 (Exception 16) on the basis that
the Facility Agreement was entered into before the Company was listed on ASX
and the Facility Agreement and its material terms were set out in its ASX
Dual-Listing Prospectus.

Consequently, the Company currently has no debt and held c.£5.5 million in
cash, as at 31 December 2025.

In addition, the first ranking general security will be removed by RiverFort
over the Company and certain subsidiaries. The Company will, however, retain
access to the remaining undrawn US$3 million of the original US$5 million
under the Facility Agreement, should it require additional loan financing
during the next 3 years as it continues to advance the Dokwe Gold Project in
Zimbabwe.

 

Total Voting Rights

Upon Admission, the total number of Ordinary Shares (including Ordinary Shares
underlying the CDIs) and voting rights in the Company will be 2,656,146,692.
With effect from Admission, this figure may be used by Shareholders in the
Company as the denominator for the calculations by which they will determine
if they are required to notify their interest in, or a change to their
interest in, the Company under the FCA's Disclosure Guidance and Transparency
Rules.

 

Dr. Kerim Sener, Managing Director, commented:

"We very much appreciate the support provided by RiverFort during the past
year or so, in the provision of working capital to enable the Company to
advance its Dokwe Gold Project in Zimbabwe and to help facilitate our ASX
dual-listing. In addition to the provision of the loan, RiverFort also
participated substantially in both of our equity capital raises last year. The
close-out of the remaining loan balance further reinforces their position in
Ariana, at a time when the Company is making significant progress, with the
precious metals markets showing a positive medium and long-term momentum.

"I would like to personally note that the RiverFort team have been a pleasure
to deal with throughout this period and I look forward to further interaction
with them as shareholders. We are now very much on track for the successful
delivery of major project milestones in the year ahead, and the support of
RiverFort in the lead-up to this has been an important part of our long-term
strategy."

This announcement contains inside information for the purposes of Article 7 of
EU Regulation 596/2014.

 

- ENDS -

 

The Board of Ariana Resources plc has approved this announcement and
authorised its release.

 

For further information on the Company, please visit the website, or please
contact the following:

 

Contacts:

 

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

 Michael de Villiers, Chairman

 Dr. Kerim Sener, Managing Director

 Beaumont Cornish Limited                          Tel: +44 (0) 20 7628 3396

 (Nominated Adviser)

 Roland Cornish / Felicity Geidt

 Zeus Capital (Joint Broker)                       Tel: +44 (0) 203 829 5000

 Harry Ansell / Katy Mitchell

 Fortified Securities (Joint Broker)               Tel: +44 (0) 203 411 7773

 Guy Wheatley

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

 Dom Barretto / Shivantha Thambirajah              arianaresources@yellowjerseypr.com

 M&C Partners (Aus Financial PR)                   Tel: +61 438 227 286

 Christina Granger / Ben Henri                     christina.granger@mcpartners.com.au

 Shaw and Partners Limited                         Tel: +61 (0)2 9238 1268

 (Lead Manager - ASX)

 Damien Gullone

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 a mineral exploration, development and production company dual
listed on AIM (AIM: AAU) and ASX (ASX: AA2), with an exceptional track
record of creating value for its shareholders through its interests in active
mining projects and investments in exploration companies. Its current
interests include a major gold development project in Zimbabwe, gold-silver
production in Türkiye and copper-gold-silver exploration and development
projects in Kosovo and Cyprus.

For further information on the vested interests Ariana has, please visit the
Company's website at www.arianaresources.com (http://www.arianaresources.com)
.

Zeus Capital Limited, Fortified Securities and Shaw and Partners Limited are
the brokers to the Company, and Beaumont Cornish Limited is the Company's
Nominated Adviser.

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