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REG - Ariana Resources PLC - Xinhai Strategic Investment and Notice of GM

Ariana ResourcesAnnouncement

23/01/2026 13:45

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RNS Number : 2096Q Ariana Resources PLC 23 January 2026

23 January 2026

AIM: AAU

Hongkong Xinhai Mining Ltd ("Xinhai") - Strategic Investment

Notice of General Meeting

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 today
posted to shareholders as applicable a notice of general meeting ("GM") and
related proxy form which will be available on the Company's website
(https://arianaresources.com/) and is set out as an Appendix below.

The GM will be held at 11 a.m. on 25 February 2026 at The East India Club, 16
St James's Square, London, SW1Y 4LH.

This meeting is being convened solely for the purposes of enabling the Company
to comply with the more restrictive requirements of the ASX regarding possible
future equity issues (as explained in the Circular appended hereto) and is not
required either under the Companies Act or the AIM Rules for Companies and has
no effect on the issue of new ordinary shares in the Company pursuant to the
Tranche 1 investment by Xinhai as announced on 23 December 2025.

- 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.

Ends.

APPENDIX

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are
in any doubt about the contents of this document or as to the action you
should take, you are recommended to seek your own personal financial advice
immediately from your stockbroker, bank manager, solicitor, accountant or
other independent financial adviser authorised under the Financial Services
and Markets Act 2000 (as amended) if you are resident in the United Kingdom
or, if not, from another appropriately authorised independent financial
adviser.

If you have sold or otherwise transferred all of your Ordinary Shares, please
immediately forward this document, together with the accompanying Form of
Proxy or Voting Instruction Form, to the purchaser or transferee, or to the
stockbroker, bank or other agent through whom the sale or transfer was
effected, for delivery to the purchaser or transferee. If you have sold only
part of your holding of Ordinary Shares, please contact your stockbroker, bank
or other agent through whom the sale or transfer was effected immediately.

(Incorporated
in England and Wales under number 05403426)

Xinhai Strategic Investment

and

Notice of General Meeting

This document should be read as a whole. However, your attention is drawn to
the letter from the Chairman of the Company which is set out in Part 1 of this
document and which contains, amongst other things, a recommendation from the
Directors that you vote in favour of the Resolutions to be proposed at the
General Meeting.

Beaumont Cornish Limited ("Beaumont Cornish"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as nominated adviser to
the Company in connection with matters set out in this document and will not
be acting for any other person (including a recipient of this document) or
otherwise be responsible to any person for providing the protections afforded
to clients of Beaumont Cornish or for advising any other person in respect of
the matters set out in this document or any transaction, matter or arrangement
referred to in this document. Beaumont Cornish's responsibilities as the
Company's nominated adviser are owed solely to London Stock Exchange and are
not owed to the Company or to any Director or to any other person in respect
of his decision to acquire any shares in the Company and / or vote in favour
of the Resolutions in reliance on any part of this document.

Apart from the responsibilities and liabilities, if any, which may be imposed
on Beaumont Cornish by the FSMA or the regulatory regime established
thereunder, Beaumont Cornish does not accept any responsibility whatsoever for
the contents of this document, including its accuracy, completeness or
verification or for any other statement made or purported to be made by it, or
on its behalf, in connection with the Company or the matters set out in this
document. Beaumont Cornish accordingly disclaims all and any liability whether
arising in tort, contract or otherwise (save as referred to above) in respect
of this document or any such statement.

A copy of this document will be made available from the Company's website,
www.arianaresources.com (http://www.arianaresources.com) . Neither the content
of the Company's website nor any website accessible by hyperlinks to the
Company's website is incorporated in, or forms part of, this document.

Holders of Ordinary Shares are encouraged to complete and return the enclosed
form of proxy (the "Form of Proxy") to Computershare Investor Services plc at
The Pavilions, Bridgewater Road, Bristol BS99 6ZY. CREST members who wish to
appoint a proxy or proxies through the CREST electronic proxy appointment
service may do so for the meeting (and any adjournment of the meeting) by
following the procedures described in the CREST Manual available on the
website of Euroclear UK and International Limited ("Euroclear") at
www.euroclear.com (http://www.euroclear.com) . In order for a proxy
appointment to be valid, the Form of Proxy must be received by Computershare
Investor Services plc as soon as possible, and in any event not later than 11
a.m. on 23 February 2026.

CDI holders are able to attend the Meeting. However, as CDI holders will not
appear on the Company's Ordinary Share register as the legal holders of
Ordinary Shares, in order to vote at the Meeting CDI holders must follow the
instructions set out on pages 5 and 6 of this document under the heading
INSTRUCTIONS FOR CDI HOLDERS ON THE AUSTRALIAN REGISTER ONLY.

Dated: 23 January 2026

IMPORTANT NOTICE

Cautionary note regarding forward-looking statements

This document includes statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "projects", "anticipates", "expects",
"intends", "may", "will", or "should" or, in each case, their negative or
other variations or comparable terminology. These forward-looking statements
include matters that are not historical facts. They appear in a number of
places throughout this document and include statements regarding the
Directors' current intentions, beliefs or expectations concerning, among other
things, the Group's results of operations, financial condition, liquidity,
prospects, growth, strategies and the Group's markets.

By their nature, forward-looking statements involve risk and uncertainty
because they relate to future events and circumstances. Actual results and
developments could differ materially from those expressed or implied by the
forward- looking statements.

Forward-looking statements may and often do differ materially from actual
results. Any forward-looking statements in this document are based on certain
factors and assumptions, including the Directors' current view with respect to
future events and are subject to risks relating to future events and other
risks, uncertainties and assumptions relating to the Group's operations,
results of operations, growth strategy and liquidity. Whilst the Directors
consider these assumptions to be reasonable based upon information currently
available, they may prove to be incorrect. Save as required by law or by the
AIM Rules, the Company undertakes no obligation to publicly release the
results of any revisions to any forward-looking statements in this document
that may occur due to any change in the Directors' expectations or to reflect
events or circumstances after the date of this document.

Notice to overseas persons

The distribution of this document and/or the Form of Proxy in certain
jurisdictions may be restricted by law and therefore persons into whose
possession these documents come should inform themselves about and observe any
such restrictions. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such jurisdiction.

Interpretation

Certain terms used in this document are defined and certain technical and
other terms used in this document are explained at the section of this
document under the heading "Definitions".

Any reference to any provision of any legislation or regulation shall include
any amendment, modification, re-enactment or extension thereof.

Words importing the singular shall include the plural and vice versa, and
words importing the masculine gender shall include the feminine or neutral
gender.

Table of Contents

IMPORTANT INFORMATION (#_Toc216951470) (#_Toc216951470)

EXPECTED TIMETABLE OF PRINCIPAL EVENTS (#_Toc216951471) (#_Toc216951471)

DIRECTORS, SECRETARY AND ADVISERS (#_Toc216951472) (#_Toc216951472)

LETTER FROM THE CHAIRMAN (#_Toc216951473) (#_Toc216951473)

DEFINITIONS (#_Toc216951474) (#_Toc216951474)

NOTICE OF GENERAL MEETING (#_Toc216951475) (#_Toc216951475)

IMPORTANT INFORMATION

TIME AND PLACE OF MEETING

Notice is given that the General Meeting of the Shareholders, to which this
Notice of General Meeting relates, will be held at 11 a.m. on 25 February 2026
at The East India Club, 16 St James's Square, London, SW1Y 4LH.

VOTING AND PROXY APPOINTMENT

Ordinary Shares are admitted to trading on AIM. CDIs representing Ordinary
Shares are quoted on the ASX.

Only holders of Ordinary Shares and their proxies are entitled to attend and
vote at the Meeting. Holders of CDIs may also attend but are not entitled to
vote personally at the Meeting. CHESS Depositary Nominees Pty Ltd ("CDN")
holds legal title in the Company's Ordinary Shares for and on behalf of CDI
holders. As the holders of beneficial interest in the Company's Ordinary
Shares held by CDN, CDI holders should direct CDN on how to vote with respect
to the Resolutions described in the Notice of Meeting. CDN must exercise its
rights to vote by proxy at the Meeting in accordance with the directions of
CDI holders.

A member is entitled to appoint another person as his or her proxy to exercise
all or any of his or her rights to attend and to speak and vote at the
Meeting. A proxy need not also be a member but must attend the Meeting in
person. A member may appoint more than one proxy in relation to a Meeting,
provided that each proxy is appointed to exercise the rights attached to a
different Ordinary Share or Ordinary Shares held by him or her.

You are encouraged to complete and return the enclosed form of proxy (the
"Form of Proxy") to the Company's Registrar, Computershare Investor Services
plc at The Pavilions, Bridgwater Road, Bristol BS99 6ZY. Proxy forms should
be completed and returned in accordance with the instructions thereon and the
latest time for the receipt of proxy forms is 11 a.m. on 23 February 2026.
Proxy votes can be also be submitted by CREST.

The Record Date (being the date that persons eligible to vote at the General
Meeting are registered Shareholders) is 6 p.m. on 23 February 2026.

Forms of Proxy received later than the specified time will be invalid.

In order for instructions made using the CREST voting service to be valid, the
appropriate CREST message (a "CREST Voting Instruction") must be properly
authenticated in accordance with Euroclear's specifications and must contain
the information required for such instructions, as described in the CREST
Manual (available via www.euroclear.com/CREST).

To be effective, the CREST Voting Instruction must be transmitted so as to be
received by the Company's agent (Computershare Investor Services plc) no later
than 11 a.m. on 23 February 2026. For this purpose, the time of receipt will
be taken to be the time (as determined by the timestamp applied to the CREST
Voting Instruction by the CREST applications host) from which the Company's
agent is able to retrieve the CREST Voting Instruction by enquiry to CREST in
the manner prescribed by CREST.

INSTRUCTIONS FOR CDI HOLDERS ON THE AUSTRALIAN REGISTER ONLY

CDI holders are able to attend the Meeting. However, as CDI holders will not
appear on the Company's Ordinary Share register as the legal holders of
Ordinary Shares, they will not be entitled to vote at the Meeting unless one
of the below steps is undertaken.

In order to vote at the Meeting, CDI holders have the following options:

· instructing CDN, as the legal owner of the Ordinary Shares, to
vote the Ordinary Shares underlying their CDIs in a particular manner. A CDI
voting instruction form is enclosed. The instruction form must be completed
and returned (together with any power of attorney or other authority, if any,
under which it is signed) to Computershare Investor Services Pty Limited at
GPO Box 242, Melbourne Victoria 3001, Australia so that it is received on or
before 9 a.m. (AWST) on 20 February 2026. You must be registered as the holder
of CDIs as at 5 p.m. (AWST) on 19 February 2026 for your instruction form to
be valid.

· Should the Meeting be adjourned the deadline for revised voting
instructions will be 3 business days before, and the record date for
determining registered holders of CDIs will be 3 business days before the time
that the adjourned Meeting recommences; or converting their CDIs into a
holding of Shares and voting these at the Meeting (however, if thereafter the
former CDI holder wishes to sell their investment on the ASX it would be
necessary to convert Shares back to CDIs). The conversion must be done so that
you are registered as a holder of Shares prior to 5 p.m. (AWST) on 19 February
2026. Contact Computershare on 1300 850 505 (Australia toll free) or +61 3
9415 4000 (outside Australia) or email to
au.globaltransactions@computershare.com
(mailto:au.globaltransactions@computershare.com) for further information
regarding the conversion process.

LODGEMENT OF CDI VOTING INSTRUCTION FORMS

CDI voting instruction forms may be lodged in one of the following ways:

· Online: at www.investorvote.com.au
(http://www.investorvote.com.au) .

· Mobile: scan the QR Code on the CDI Voting Instruction Form and
follow the prompts.

· By mail: complete and sign the CDI Voting Instruction Form and
return to: Computershare Investor Services Pty Limited - GPO Box 242,
Melbourne Victoria 3001, Australia,

· By Fax: complete and sign the CDI Voting Instruction Form and fax
to:

Inside Australia: 1800 783 447.

Outside Australia: +61 3 9473 2555.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Publication of this document 23 January 2026
Latest time and date for receipt of Forms of Proxy Shares: 11 a.m. on 23 February 2026

CDIs: 9 a.m. (AWST) on 20 February 2026
General Meeting 11 a.m. on 25 February 2026
Announcement of the result of the General Meeting 25 February 2026

Note:

Each of the above times and/or dates is subject to change at the absolute
discretion of the Company and Beaumont Cornish. If any of the above times
and/or dates should change, the revised times and/or dates will be announced
through a Regulatory Information Service.

All times are stated in GMT, unless stated otherwise.

DIRECTORS, SECRETARY AND ADVISERS
Directors Michael de Villiers (Chairman and Company Secretary)

Michael Atkins (Deputy Chairman, Non-Executive Director)

Dr. Kerim Sener (Managing Director)

Andrew du Toit (Operations Director)

William Payne (Non-Executive Director and Chief Financial Officer)

Chris Sangster (Non-Executive Director)

Nicholas Graham (Non-Executive Director)
Registered Office 2(nd) Floor, Regis House

45 King William Street

London

EC4R 9AN

United Kingdom
Website http://www.arianaresources.com
Corporate Advisory
Nominated Advisor (Joint Broker) Beaumont Cornish Limited

5-10 Bolton Street

London

W1J 8BA
Joint Brokers (UK) Zeus Capital Limited

125 Old Broad St

London

EC2N 1AR

Fortified Securities

162 Buckingham Road

London

SW1W 9TR
Brokers (Australia) Shaw and Partners Financial Services

Level 47

108 St Georges Terrace

Perth WA 6000

Australia

Legal Advisers
UK Gowling WLG (UK) LLP

4 More London Riverside

London, SE1 2AU

United Kingdom
Australia Steinepreis Paganin

Level 14, QV1 Building

250 St Georges Terrace

Perth WA 6000

Australia
Auditor PKF Littlejohn LLP

15 Westferry Circus

London

E14 4HD

United Kingdom
UK Registrar Computershare Investor Services PLC

The Pavilions

Bridgwater Road Bristol

BS99 6ZZ

United Kingdom
Australian Registrar Computershare Investor Services Pty Limited

Level 17

221 St Georges Terrace

Perth, Western Australia 6000

LETTER FROM THE CHAIRMAN

ARIANA RESOURCES PLC ("The Company")

(Incorporated and registered in England and Wales with registered number
04509494)

Directors: Registered Office:

Michael de Villiers (Chairman and Company Secretary)

Michael Atkins (Deputy Chairman, Non-Executive Director) 2nd Floor, Regis House

Dr. Kerim Sener (Managing Director) 45 King William Street

Andrew du Toit (Operations Director) London

William Payne (Non-Executive Director and Chief Financial Officer) EC4R 9AN

Chris Sangster (Non-Executive Director) United Kingdom

Nicholas Graham (Non-Executive Director)

23 January 2026

To holders of Ordinary Shares of 0.1 pence each in the capital of the Company
(Ordinary Shares) and, for information purposes only, to the holders of
options to subscribe for Ordinary Shares.

Dear Shareholder,

XINHAI STRATEGIC INVESTMENT

(the "Transaction")

and

Notice of General Meeting

1. INTRODUCTION

Shareholder approval for the issue and allotment of certain of the new
Ordinary Shares (such Ordinary Shares to be consolidated into CDIs) pursuant
to Transaction is being sought at a General Meeting of the Company to be held
at 11 a.m. on 25 February 2026 at The East India Club, 16 St James's Square,
London, SW1Y 4LH. The notice convening the General Meeting and setting out
the Resolutions to be considered during the meeting is set out at the end of
this Document. A summary of the action you should take is set out in section
7 of this letter and on the Form of Proxy or Voting Instruction Form which
accompanies this document.

Whilst the issue of the new Ordinary Shares pursuant to the Transaction does
not require Shareholder approval under the AIM Rules, and whilst all the new
Ordinary Shares to be issued and allotted pursuant to the Transaction can be
issued and allotted pursuant to the authorities granted by the resolutions
passed by the Shareholders at the annual general meeting which took place on 9
July 2025, the Company is required to obtain Shareholder approval pursuant to
the ASX Listing Rules.

Broadly speaking, and subject to a number of exceptions, ASX Listing Rule 7.1
limits the amount of equity securities that a listed company can issue without
the approval of its shareholders over any 12-month period to 15% of the fully
paid ordinary shares it had on issue at the start of that period.

As the total number of equity securities (being CDIs and CDI Options) to be
issued under the Transaction exceeds the Company's placement capacity limit
under ASX Listing Rule 7.1, some of the CDIs and CDI Options to be issued
under the Transaction are to be issued subject to and conditional on
Shareholder approval under ASX Listing Rule 7.1.

The Company has already issued the Tranche 1 CDIs under the Transaction, and
related fee CDIs, using the Company's available placement capacity under ASX
Listing Rule 7.1.

The Company now seeks Shareholder approval for the issue of CDIs yet to be
issued under Tranches 2 and 3 of the Transaction, and all of the CDI Options
as provided for under the Transaction.

The Company also requests that Shareholders ratify the issue of the Tranche 1
CDIs, and related fee CDIs, pursuant to ASX Listing Rule 7.4. These CDIs
have already been issued within the Company's available placement capacity
under ASX Listing Rule 7.1, ratification of their issue will refresh the
Company's 15% placement capacity under ASX Listing Rule 7.1 for future equity
securities issues.

For the avoidance of doubt the Tranche 1 CDIs and related fee CDIs were issued
pursuant to existing shareholder authorities obtained at the last annual
general meeting of the Company, and the failure to pass this resolution, which
is proposed solely for the purposes of ASX Listing Rule 7.1, will not
invalidate the issue of those CDIs.

2. BACKGROUND TO THE TRANSACTION

As announced on 22 December 2025, 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, has
entered into a binding definitive agreement ("Investment Agreement") with
Hongkong Xinhai Mining Services Ltd. (part of Shandong Xinhai Mining
Technology & Equipment Inc.) ("Xinhai") to provide the Company with A$8
million in immediate funding and to conduct a Metallurgical Sampling and
Testwork Programme and to progress the Definitive Feasibility Study at the
Dokwe Gold Project ("Dokwe" or "the Project") in Zimbabwe which is 100% owned
by Ariana.

The Investment Agreement replaced the non-binding Term Sheet announced on 9
December 2025.

3. SUMMARY OF PRINCIPAL TERMS OF THE TRANSACTION

Pursuant to the terms of the Investment Agreement, Xinhai will make a total
investment worth up to A$11,000,000 into the Company (inclusive of a
non-refundable signing fee of A$500,000 to the Company ("Signing-Fee")),
whereby the Company will issue an aggregate of up to 36,666,667 CDIs at A$0.30
per CDI, subject to all applicable requirements of the ASX and AIM Rules, to
Xinhai (or its nominees) (the "Investment").

The Investment is intended to be made in three tranches:

Tranche 1: Xinhai has already invested A$8,000,000 in cash into the Company in
exchange for 26,666,667 CDIs ("Tranche 1 CDIs") which have been issued
pursuant to the Company's available ASX Listing Rule 7.1 capacity and pursuant
to the authorities granted by the resolutions passed by the Shareholders at
the annual general meeting which took place on 9 July 2025. Tranche 1 of the
Investment is inclusive of the above-mentioned Signing-Fee;

Tranche 2: subject to the execution of a binding services agreement for the
Metallurgical Sampling and Testwork on the Dokwe Project, Xinhai will provide
Metallurgical Sampling and Testwork services, based on a programme to be
agreed, valued at A$1,000,000 to the Company in exchange for 3,333,333 CDIs
("Tranche 2 CDIs") issued by the Company, subject to shareholder approval
under ASX Listing Rule 7.1 and any other shareholder approval requirements
under the AIM Rules and English law; and

Tranche 3: subject to the execution of a binding technical services agreement
for the Definitive Feasibility Study on the Dokwe Project, Xinhai will provide
technical services, based on a budget to be agreed but nominally valued at up
to A$2,000,000, to complete the Definitive Feasibility Study in exchange for
up to 6,666,667 CDIs ("Tranche 3 CDIs") issued by the Company, subject to
shareholder approval under ASX Listing Rule 7.1 and any other shareholder
approval requirements under the AIM Rules and English law.

Ariana will also grant Xinhai (or its nominees) options to acquire CDIs ("CDI
Options") on the terms and conditions set out in the Annexure below:

· upon completion of Tranche 1 of the Investment,
13,333,333 CDI Options ("Tranche 1 CDI Options");

· upon completion of Tranche 2 of the Investment,
1,666,667 CDI Options ("Tranche 2 CDI Options"); and

· upon completion of Tranche 3 of the Investment, up to
3,333,333 CDI Options ("Tranche 3 CDI Options").

Each tranche of CDI Options will be issued subject to Shareholder approval
under ASX Listing Rule 7.1 and any other Shareholder approval requirements
under the AIM Rules and English law. In addition to the Shareholder approvals
referred to above, completion of each Tranche of the Investment will be
subject to satisfaction of customary conditions precedent.

The Company has agreed to appoint a Xinhai nominee to the Board. This
appointment is subject to the Company's nominated adviser completing its due
diligence on the nominee, and on other customary conditions to appointment.

The Company has agreed to pay management and success fees totalling 6% of the
amount of the Investment to corporate advisers to the Company, payable in cash
and/or shares, at the discretion of the Company (exclusive of GST), as
follows:

· a management fee equal to 2% of the gross proceeds of
the Investment will be paid in cash in cash to Shaw and Partners Limited under
a lead manager mandate; and

· a selling fee equal to 4% of the group proceeds of the
Investment will be paid to Hongmen Capital Holdings Pty Ltd (or its nominees)
("Hongmen") via the issue of CDIs ("Hongmen CDIs") and Options ("Hongmen CDI
Options"), on the same terms as those securities issued pursuant to the
Investment. The first tranche of Hongmen CDIs (1,066,667 CDIs) have been
issued pursuant to the Company's available ASX Listing Rule 7.1 capacity and
pursuant to the authorities granted by the resolutions passed by the
Shareholders at the annual general meeting which took place on 9 July 2025.
Each remaining tranche and each tranche of the Hongmen CDI Options will be
issued subject to Shareholder approval under ASX Listing Rule 7.1 and any
other shareholder approval requirements under the AIM Rules and English law.
GST applicable on the selling fee will be paid separately in cash.

4. FINANCIAL EFFECTS OF THE TRANSACTION, USE OF THE PROCEEDS
AND INTENTIONS POST-COMPLETION

The Resolutions being put to Shareholders relate to the Binding Definitive
Agreement for Strategic Investment entered into on 22 December 2025 with
Xinhai, the details of which are included in the notices posted on the ASX and
AIM on 22 December 2025. This strategic investment by Xinhai provides the
Company with the opportunity to build a lasting partnership capable of
unlocking the value of the Dokwe Project through the acceleration of the
Definitive Feasibility Study ('DFS") programme with a view to progressing
Dokwe to production as swiftly as possible.

Xinhai have demonstrated significant capacity to undertake large-scale
projects, such as Dokwe, globally and have a substantial in-country presence
in Zimbabwe. The Strategic Investment has already provided the Company with
A$8,000,000 in immediate funding, and the Company and Xinhai are in the
process of agreeing the terms and scope for the Technical Services Agreements
relating to the work to be conducted for completion of the DFS for the Dokwe
Project. Xinhai will provide technical services in relation to the
Metallurgical Sampling and Testwork Programme for A$1,000,000 and complete a
the DFS for Dokwe, under the management of Ariana, for up to A$2,000,000, with
fees for such Technical Services to be paid in CDIs at the issue price of
A$0.30 per CDI (being the Tranche 1 and 2 CDI's and CDI Options referred to in
Resolutions 5 and 6).

All of the funds received by Ariana pursuant to the Investment will be
utilised and allocated by Ariana for general working capital purposes in
accordance with its operational and strategic requirements in its sole and
absolute discretion.

5. THE DIRECTORS' ASSESSMENT OF THE ADVANTAGES OF THE
TRANSACTION

The Directors consider that the Binding Definitive Agreement for Strategic
Investment entered into with Xinhai is fair and reasonable and are in the best
interests of the Company and its Shareholders as a whole and will promote the
success of the Dokwe Project and the Company generally, for the reasons set
out in section 4. above. The Directors therefore recommend that you vote in
favour of each of the Resolutions as they intend to do in respect of their own
shareholdings in the Company.

6. GENERAL MEETING

You will find set out at the end of this document a notice convening the
General Meeting to be held at 11 a.m. on 25 February 2026 at The East India
Club, 16 St James's Square, London, SW1Y 4LH, at which the Resolutions will be
proposed. In order for the Resolutions to be passed, a simple majority is
required.

Shareholders should read the Notice of General Meeting at the end of this
document for the full text of the Resolutions and for further details about
the General Meeting.

Shareholders should read the Important Information on page 5 which sets out
the information relating to Shareholder wishing to vote through completion of
a proxy form if they are on the Register at the Voting Record Time. Changes to
entries in the Register after the Voting Record Time will be disregarded in
determining the rights of any person to vote through completion of a proxy
form at the General Meeting. If the General Meeting is adjourned, only those
Shareholders on the Register 48 hours before the time of the adjourned General
Meeting (excluding any part of a day that is not a Business Day) will be
entitled to vote through completion of a proxy form.

It is proposed that the vote on the Resolutions will be taken on a poll.

The number of Ordinary Shares a Shareholder holds as at the Record Date will
determine how many votes a Shareholder will have in the event of a poll.

7. ACTION TO BE TAKEN

Please see the section "Important Information" section on page 5 for
instructions as to how to vote at the General Meeting.

Your attention is drawn to the fact that the issue of Transaction CDIs (and in
the case of the Transaction CDIs to be issued to Xinhai, the second and third
tranches of the Investment) is conditional and dependent on the relevant
Resolutions being passed by Shareholders at the General Meeting. Shareholders
are asked to vote in favour of the Resolutions.

If you are in any doubt as to what action you should take, you are recommended
to seek your own personal financial advice from your broker, bank manager,
solicitor, accountant or other independent financial adviser authorised under
FSMA if you are resident in the United Kingdom or, if not, from another
appropriately authorised independent financial adviser, immediately.

8. RECOMMENDATION

The Directors consider the Transaction to be in the best interests of the
Company and its Shareholders and accordingly unanimously recommend
Shareholders to vote in favour of the Resolutions to be proposed at the
General Meeting. The Directors, who hold (directly or indirectly) in aggregate
496,015,642 Ordinary Shares (representing approximately 18.96% of the issued
Ordinary Shares) are committed to voting in favour of the Ordinary Resolution.

Yours faithfully,

Michael de Villiers

Chairman

DEFINITIONS

The following definitions apply throughout this document unless the context
otherwise requires:

AIM the AIM market operated by the London Stock Exchange
AIM Rules the AIM Rules for Companies published by the London Stock Exchange from time
to time
ASX ASX Limited (ACN 008 624 691) or the financial market operated by it as the
context requires
ASX Listing Rules the official listing rules of ASX
Beaumont Cornish Beaumont Cornish Limited, a company incorporated and registered in England and
Wales with registered number 03311393, and the Company's nominated adviser,
authorised and regulated by the FCA
Business Day a day (other than a Saturday or Sunday or public holiday) when commercial
banks are open for ordinary banking business in the United Kingdom
CDI Holder a holder of a CDI
CDIs CHESS Depositary Interests issued the Company, where one CDI represent a
beneficial interest in 10 Ordinary Shares
CDI Options an option to acquire a CDI on the terms and conditions set out in the Annexure
to this Notice
CDN CHESS Depositary Nominees Pty Ltd (ACN 071 346 506) (AFSL 254514), in its
capacity as depositary of the CDIs under the ASX Settlement Rules
CHESS the Clearing House Electronic Subregister System operated by ASX Settlement
Company or Ariana Ariana Resources Plc a company registered in England & Wales with Company
number 04509494
Corporations Act the Corporations Act 2001 (Cth)
CREST the relevant system (as defined in the CREST Regulations) in respect of which
Euroclear is the operator (as defined in those regulations)
CREST Regulations the Uncertificated Securities Regulations 2001 (S.I. 2001 No. 3755) (as
amended)
Directors or Board the directors of the Company whose names are set out on page 7 of this
document, or any duly authorised committee thereof
FCA the Financial Conduct Authority
Form of Proxy the form of proxy for use in connection with the General Meeting which
accompanies this document
FSMA the Financial Services and Markets Act 2000 (as amended) (UK)

General Meeting a general meeting of the Company to be held at 11 a.m. on 25 February 2026 at
The East India Club, 16 St James's Square, London, SW1Y 4LH, notice of which
is set out in the back of this document (or any adjournment thereof)
Group the Company and its subsidiary undertakings
Hongmen Hongmen Capital Holdings Pty Ltd
Hongmen CDIs has the meaning given in paragraph 3 of the Chairman's Letter
Hongmen CDI Options has the meaning given in paragraph 3 of the Chairman's Letter
Investment has the meaning given in paragraph 3 of the Chairman's Letter
Investment Agreement the agreement dated 22 December 2025 between the Company (1) and Xinhai (2)
further details of which are set out in paragraph 3 of the Chairman's Letter
London Stock Exchange London Stock Exchange plc
Key Management Personnel has the same meaning as in the accounting standards issued by the Australian
Accounting Standards Board and means those persons having authority and
responsibility for planning, directing and controlling the activities of the
Company, or if the Company is part of a consolidated entity, of the
consolidated entity, directly or indirectly, including any director (whether
executive or otherwise) of the Company, or if the Company is part of a
consolidated entity, of an entity within the consolidated group
Material Person a related party of the Company, member of the Key Management Personnel,
substantial holder of the Company, adviser of the Company or associate of any
of these parties
Notice the notice of the General Meeting which is set out at the end of this document
Ordinary Shares the ordinary shares of 0.1 pence each in the capital of the Company
Register the register of members of the Company
Resolutions the resolutions as set out in the Notice and to be proposed at the General
Meeting
Shareholders holders of Ordinary Shares
Signing Fee a non-refundable signing fee of A$500,000 paid to the Company by Xinhai

Tranche 1 CDIs has the meaning given in paragraph 3 of the Chairman's Letter
Tranche 1 CDI Options has the meaning given in paragraph 3 of the Chairman's Letter
Tranche 2 CDIs has the meaning given in paragraph 3 of the Chairman's Letter
Tranche 2 CDI Options has the meaning given in paragraph 3 of the Chairman's Letter
Tranche 3 CDIs has the meaning given in paragraph 3 of the Chairman's Letter
Tranche 3 CDI Options has the meaning given in paragraph 3 of the Chairman's Letter
Transaction the investment to be made by Xinhai into the Company pursuant to the
Investment Agreement, details of which are set out in paragraph 3 of the
Chairman's Letter
Transaction CDIs together the Tranche 1 CDI Options, the Tranche 2 CDIs, the Tranche 2 CDI
Options, the Tranche 3 CDIs, the Tranche 3 CDI Options and the Hongmen CDI
Options
UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland
Xinhai Hongkong Xinhai Mining Services Ltd

NOTICE OF GENERAL MEETING

ARIANA RESOURCES PLC

(Company Number: 05403426)

Notice is hereby given that a General Meeting of Ariana Resources PLC (the
"Company") will be held at 11 a.m. on 25 February 2026 at The East India Club,
16 St James's Square, London, SW1Y 4LH in order to consider and, if thought
fit, pass the following resolution as an Ordinary Resolution.

Further information on each of the Resolutions is set out in the Explanatory
Statement which follows this Notice of meeting. The information in the
Explanatory Statement is important, and you should read the information
relating to the Meeting carefully and, if necessary, seek your own independent
advice.

ORDINARY RESOLUTIONS

RESOLUTION 1 - RATIFICATION OF TRANCHE 1 CDIs PURSUANT TO THE XINHAI
INVESTMENT AGREEMENT

That, for the purposes of ASX Listing Rule 7.4, and for all other purposes,
Shareholders ratify the issue of 26,666,667 Tranche 1 CDIs issued to Xinhai on
30 December 2025 on the terms and conditions set out in the Explanatory
Statement accompanying this Notice of Meeting.

Note: These CDIs have already been issued using the Company's available
placement capacity under ASX Listing Rule 7.1. The issue of these CDIs did
not require Shareholder approval under the AIM Rules or the Company's articles
of association. The purpose of this Resolution is to refresh the Company's
available placement capacity under ASX Listing Rule 7.1.

If this Resolution is passed, the issue will be excluded in calculating the
Company's 15% limit in ASX Listing Rule 7.1, effectively increasing the number
of equity securities the Company can issue without Shareholder approval over
the 12-month period following the date of the issue.

If this Resolution is not passed, the issue will be included in calculating
the Company's 15% limit in ASX Listing Rule 7.1, effectively decreasing the
number of equity securities that the Company can issue without Shareholder
approval over the 12-month period following the date of the issue. The issue
of these CDIs will not be invalidated if this Resolution is not passed.

Voting exclusion:

The Company will disregard any votes cast in favour of Resolution 1 by or on
behalf of:

Xinhai or any other person who participated in the issue or an associate of
that person or those persons.

However, this does not apply to a vote cast in favour of Resolution 1 by:

1. a person as a proxy or attorney for a person who is entitled to vote on the
resolution, in accordance with directions given to the proxy or attorney to
vote on the resolution in that way;

2. the chair of the meeting as proxy or attorney for a person who is entitled
to vote on the resolution, in accordance with a direction given to the chair
to vote on the resolution as the chair decides; or

3. a holder acting solely in a nominee, trustee, custodial or other fiduciary
capacity on behalf of a beneficiary provided the following conditions are met:

• the beneficiary provides written confirmation to the holder that the
beneficiary is not excluded from voting, and is not an associate of a person
excluded from voting, on the resolution; and

• the holder votes on the resolution in accordance with directions given by
the beneficiary to the holder to vote in that way.

RESOLUTION 2 - APPROVAL TO ISSUE TRANCHE 1 CDI OPTIONS PURSUANT TO THE XINHAI
INVESTMENT AGREEMENT

That, for the purposes of ASX Listing Rule 7.1, and for all other purposes,
Shareholders approve the issue of 13,333,333 Tranche 1 CDI Options to Xinhai
(or its nominees) on the terms and conditions set out in the Explanatory
Statement accompanying this Notice of Meeting.

Voting exclusion:

The Company will disregard any votes cast in favour of Resolution 2 by or on
behalf of:

Xinhai (or its nominees) or any other person who is expected to participate
in, or who will obtain a material benefit as a result of, the proposed issue
(except a benefit solely by reason of being a holder of ordinary securities in
the Company) or an associate of that person (or those persons).

However, this does not apply to a vote cast in favour of Resolution 2 by:

1. a person as a proxy or attorney for a person who is entitled to vote on the
resolution, in accordance with directions given to the proxy or attorney to
vote on the resolution in that way;

3. a holder acting solely in a nominee, trustee, custodial or other fiduciary
capacity on behalf of a beneficiary provided the following conditions are met:

• the beneficiary provides written confirmation to the holder that the
beneficiary is not excluded from voting, and is not an associate of a person
excluded from voting, on the resolution; and

• the holder votes on the resolution in accordance with directions given by
the beneficiary to the holder to vote in that way.

RESOLUTION 3 - RATIFICATION OF HONGMEN CDIs ISSUED TO HONGMEN

That, for the purposes of ASX Listing Rule 7.4, and for all other purposes,
Shareholders ratify the issue of 1,066,667 Hongmen CDIs issued to Hongmen on
30 December 2025 on the terms and conditions set out in the Explanatory
Statement accompanying this Notice of Meeting.

Voting exclusion:

The Company will disregard any votes cast in favour of Resolution 3 by or on
behalf of:

Hongmen or any other person who participated in the issue or an associate of
that person or those persons.

However, this does not apply to a vote cast in favour of Resolution 3 by:

1. a person as a proxy or attorney for a person who is entitled to vote on the
resolution, in accordance with directions given to the proxy or attorney to
vote on the resolution in that way;

3. a holder acting solely in a nominee, trustee, custodial or other fiduciary
capacity on behalf of a beneficiary provided the following conditions are met:

• the beneficiary provides written confirmation to the holder that the
beneficiary is not excluded from voting, and is not an associate of a person
excluded from voting, on the resolution; and

• the holder votes on the resolution in accordance with directions given by
the beneficiary to the holder to vote in that way.

RESOLUTION 4 - APPROVAL TO ISSUE HONGMEN CDI OPTIONS TO HONGMEN

That, for the purposes of ASX Listing Rule 7.1, and for all other purposes,
Shareholders approve the issue of 533,333 Hongmen CDI Options to Hongmen (or
its nominees) on the terms and conditions set out in the Explanatory Statement
accompanying this Notice of Meeting.

Voting exclusion:

The Company will disregard any votes cast in favour of Resolution 4 by or on
behalf of:

Hongmen (or its nominees) or any other person who is expected to participate
in, or who will obtain a material benefit as a result of, the proposed issue
(except a benefit solely by reason of being a holder of ordinary securities in
the Company) or an associate of that person (or those persons).

However, this does not apply to a vote cast in favour of Resolution 4 by:

1. a person as a proxy or attorney for a person who is entitled to vote on the
resolution, in accordance with directions given to the proxy or attorney to
vote on the resolution in that way;

3. a holder acting solely in a nominee, trustee, custodial or other fiduciary
capacity on behalf of a beneficiary provided the following conditions are met:

• the beneficiary provides written confirmation to the holder that the
beneficiary is not excluded from voting, and is not an associate of a person
excluded from voting, on the resolution; and

• the holder votes on the resolution in accordance with directions given by
the beneficiary to the holder to vote in that way.

RESOLUTION 5 - APPROVAL TO ISSUE TRANCHE 2 CDIs AND TRANCHE 2 CDI OPTIONS
PURSUANT TO THE XINHAI INVESTMENT AGREEMENT

That, for the purposes of ASX Listing Rule 7.1, and for all other purposes,
Shareholders approve the issue of 3,333,333 Tranche 2 CDIs and 1,666,667
Tranche 2 CDI Options to Xinhai (or its nominees) on the terms and conditions
set out in the Explanatory Statement accompanying this Notice of Meeting.

Voting exclusion:

The Company will disregard any votes cast in favour of Resolution 5 by or on
behalf of:

However, this does not apply to a vote cast in favour of Resolution 5 by:

1. a person as a proxy or attorney for a person who is entitled to vote on the
resolution, in accordance with directions given to the proxy or attorney to
vote on the resolution in that way;

3. a holder acting solely in a nominee, trustee, custodial or other fiduciary
capacity on behalf of a beneficiary provided the following conditions are met:

• the beneficiary provides written confirmation to the holder that the
beneficiary is not excluded from voting, and is not an associate of a person
excluded from voting, on the resolution; and

• the holder votes on the resolution in accordance with directions given by
the beneficiary to the holder to vote in that way.

RESOLUTION 6 - APPROVAL TO ISSUE TRANCHE 3 CDIs AND TRANCHE 3 CDI OPTIONS
PURSUANT TO THE XINHAI INVESTMENT AGREEMENT

That, for the purposes of ASX Listing Rule 7.1, and for all other purposes,
Shareholders approve the issue of 6,666,667 Tranche 3 CDIs and 3,333,333
Tranche 3 CDI Options to Xinhai (or its nominees) on the terms and conditions
set out in the Explanatory Statement accompanying this Notice of Meeting.

Voting exclusion:

The Company will disregard any votes cast in favour of Resolution 6 by or on
behalf of:

However, this does not apply to a vote cast in favour of Resolution 6 by:

1. a person as a proxy or attorney for a person who is entitled to vote on the
resolution, in accordance with directions given to the proxy or attorney to
vote on the resolution in that way;

3. a holder acting solely in a nominee, trustee, custodial or other fiduciary
capacity on behalf of a beneficiary provided the following conditions are met:

• the beneficiary provides written confirmation to the holder that the
beneficiary is not excluded from voting, and is not an associate of a person
excluded from voting, on the resolution; and

• the holder votes on the resolution in accordance with directions given by
the beneficiary to the holder to vote in that way.

RESOLUTION 7 - APPROVAL TO ISSUE HONGMEN CDIs AND HONGMEN CDI OPTIONS TO
HONGMEN PURSUANT TO TRANCHE 2 OF THE INVESTMENT

That, for the purposes of ASX Listing Rule 7.1, and for all other purposes,
Shareholders approve the issue of 133,333 Hongmen CDIs and 66,667 Hongmen CDI
Options to Hongmen (or its nominees) on the terms and conditions set out in
the Explanatory Statement accompanying this Notice of Meeting.

Voting exclusion:

The Company will disregard any votes cast in favour of Resolution 7 by or on
behalf of:

However, this does not apply to a vote cast in favour of Resolution 7 by:

1. a person as a proxy or attorney for a person who is entitled to vote on the
resolution, in accordance with directions given to the proxy or attorney to
vote on the resolution in that way;

3. a holder acting solely in a nominee, trustee, custodial or other fiduciary
capacity on behalf of a beneficiary provided the following conditions are met:

• the beneficiary provides written confirmation to the holder that the
beneficiary is not excluded from voting, and is not an associate of a person
excluded from voting, on the resolution; and

• the holder votes on the resolution in accordance with directions given by
the beneficiary to the holder to vote in that way.

RESOLUTION 8 - APPROVAL TO ISSUE HONGMEN CDIs AND HONGMEN CDI OPTIONS TO
HONGMEN PURSUANT TO TRANCHE 3 OF THE INVESTMENT

That, for the purposes of ASX Listing Rule 7.1, and for all other purposes,
Shareholders approve the issue of 266,667 Hongmen CDIs and 133,333 Hongmen CDI
Options to Hongmen (or its nominees) on the terms and conditions set out in
the Explanatory Statement accompanying this Notice of Meeting.

Voting exclusion:

The Company will disregard any votes cast in favour of Resolution 8 by or on
behalf of:

However, this does not apply to a vote cast in favour of Resolution 8 by:

1. a person as a proxy or attorney for a person who is entitled to vote on the
resolution, in accordance with directions given to the proxy or attorney to
vote on the resolution in that way;

3. a holder acting solely in a nominee, trustee, custodial or other fiduciary
capacity on behalf of a beneficiary provided the following conditions are met:

• the beneficiary provides written confirmation to the holder that the
beneficiary is not excluded from voting, and is not an associate of a person
excluded from voting, on the resolution; and

• the holder votes on the resolution in accordance with directions given by
the beneficiary to the holder to vote in that way.

By Order of the Board

Michael de Villiers

Chairman and Company Secretary

23 January 2026

Registered Office

2nd Floor, Regis House

45 King William Street

London

EC4R 9AN

United Kingdom

EXPLANATORY STATEMENT

Set out below is the Explanatory Statement which has been prepared for the
information of Shareholders in connection with the business to be conducted at
the Meeting to be held at 11 a.m. on 25 February 2026 at The East India Club,
16 St James's Square, London, SW1Y 4LH.

This information is important. You should read the information relating to the
Meeting carefully and, if necessary, seek your own independent advice.

The Chairman of the Meeting intends to vote undirected proxies in favour of
each Resolution.

RESOLUTION 1 - RATIFICATION OF TRANCHE 1 CDIs PURSUANT TO THE XINHAI
INVESTMENT AGREEMENT

General

This Resolution seeks Shareholder ratification for the purposes of ASX Listing
Rule 7.4 for the issue of 26,666,667 Tranche 1 CDIs issued to Xinhai on 30
December 2025 pursuant to the terms of the Investment Agreement.

ASX Listing Rule 7.1

The issue does not fit within any of the exceptions set out in ASX Listing
Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively
uses up part of the 15% limit in ASX Listing Rule 7.1, reducing the Company's
capacity to issue further equity securities without Shareholder approval under
ASX Listing Rule 7.1 for the 12 month period following the date of the issue.

ASX Listing Rule 7.4

ASX Listing Rule 7.4 allows the shareholders of a listed company to approve an
issue of equity securities after it has been made or agreed to be made. If
they do, the issue is taken to have been approved under ASX Listing Rule 7.1
and so does not reduce the company's capacity to issue further equity
securities without shareholder approval under that rule.

The Company wishes to retain as much flexibility as possible to issue
additional equity securities in the future without having to obtain
Shareholder approval for such issues under ASX Listing Rule 7.1. Accordingly,
the Company is seeking Shareholder ratification pursuant to ASX Listing Rule
7.4 for the issue.

Technical information required by ASX Listing Rule 14.1A

Technical information required by ASX Listing Rules 7.4 and 7.5

In compliance with the information requirements of ASX Listing Rules 7.4 and
7.5, Shareholders are advised of the following information in relation to the
Tranche 1 CDIs the subject of Resolution 1:

1. The names of the persons to whom the Company issued or agreed
to issue the securities or the basis on which those persons were identified or
selected

Xinhai.

The Company confirms that no Material Persons were issued more than 1% of the
issued capital of the Company.

2. Number and class of securities the entity issued or agreed to
issue

26,666,667 Tranche 1 CDIs were issued.

3. Date of issue

26,666,667 Tranche 1 CDIs were issued on 30 December 2025.

The Tranche 1 CDIs will be underpinned by Ordinary Shares and will rank
equally in all respects with the Company's existing CDIs on issue.

4. Issue price

A$0.30 per Tranche 1 CDI.

5. Purpose and intended use of the funds raised

The Tranche 1 CDIs were issued to satisfy the Company's obligations pursuant
to the Investment Agreement.

6. A summary of other material terms of the agreement

Refer to paragraph 3 of the Chairman's Letter for a summary of the material
terms of the Investment Agreement.

7. Voting exclusion statement

A voting exclusion statement applies to this Resolution.

8. Compliance

The issue did not breach ASX Listing Rule 7.1.

RESOLUTION 2 - APPROVAL TO ISSUE TRANCHE 1 CDI OPTIONS PURSUANT TO THE XINHAI
INVESTMENT AGREEMENT

General

This Resolution seeks Shareholder approval for the purposes of ASX Listing
Rule 7.1 for the issue of 13,333,333 Tranche 1 CDI Options to Xinhai (or its
nominees) in accordance with the terms of the Investment Agreement.

The Tranche 1 CDI Options will be issue on the terms and conditions set out in
the Annexure below.

ASX Listing Rule 7.1

The proposed issue does not fall within any of the exceptions set out in ASX
Listing Rule 7.2. While the issue does not exceed the 15% limit in ASX Listing
Rule 7.1 and can therefore be made without breaching that rule, the Company
wishes to retain as much flexibility as possible to issue additional equity
securities in the future without having to obtain Shareholder approval under
ASX Listing Rule 7.1. Accordingly, the Company is seeking Shareholder approval
pursuant to ASX Listing Rule 7.1 so that it does not use up any of its 15%
placement capacity under ASX Listing Rule 7.1.

Technical information required by ASX Listing Rule 14.1A

If this Resolution is passed, the Company will be able to proceed with the
issue. In addition, the issue will be excluded from the calculation of the
number of equity securities that the Company can issue without Shareholder
approval under Listing Rule 7.1.

If this Resolution is not passed, the Company will not be able to proceed with
the issue and the Company will not be able to satisfy its obligations pursuant
to the Investment Agreement.

Technical information required by ASX Listing Rule 7.3

In compliance with the information requirements of ASX Listing Rule 7.3,
Shareholders are advised of the following information in relation to the
Tranche 1 CDI Options the subject of Resolution 2:

1. The names of the persons to whom the Company issued or agreed
to issue the securities or the basis on which those persons were identified or
selected

Xinhai (or its nominees).

The Company confirms that no Material Persons will be issued more than 1% of
the issued capital of the Company.

2. Number and class of securities the entity issued or agreed to
issue

13,333,333 Tranche 1 CDI Options will be issued on the basis of one free
attaching Tranche 1 CDI Option for every two Tranche 1 CDIs issued pursuant to
the Investment Agreement.

The Tranche 1 CDI Options will be issue on the terms and conditions set out in
the Annexure below.

3. Date of issue

The Company expects to issue the Tranche 1 CDI Options within 5 Business Days
of the Meeting. In any event, the Company will not issue any Tranche 1 CDI
Options later than three months after the date of the Meeting (or such later
date to the extent permitted by any ASX waiver or modification of the ASX
Listing Rules).

4. Issue price

The Tranche 1 CDI Options will be issued for nil consideration on the basis of
one free attaching Tranche 1 CDI Option for every two Tranche 1 CDI issued
pursuant to the Investment Agreement.

5. Purpose and intended use of the funds raised

The Tranche 1 CDI Options will be issued to satisfy the Company's obligations
pursuant to the Investment Agreement.

6. A summary of other material terms of the agreement

Refer to paragraph 3 of the Chairman's Letter for a summary of the material
terms of the Investment Agreement.

7. Voting exclusion statement

A voting exclusion statement applies to this Resolution.

RESOLUTION 3 - RATIFICATION OF HONGMEN CDIs ISSUED TO HONGMEN

General

This Resolution seeks Shareholder ratification for the purposes of ASX Listing
Rule 7.4 for the issue of 1,066,667 Hongmen CDIs issued to Hongmen on 30
December 2025.

ASX Listing Rule 7.1

ASX Listing Rule 7.4

Technical information required by ASX Listing Rule 14.1A

Technical information required by ASX Listing Rules 7.4 and 7.5

In compliance with the information requirements of ASX Listing Rules 7.4 and
7.5, Shareholders are advised of the following information in relation to the
Hongmen CDIs the subject of Resolution 3:

1. The names of the persons to whom the Company issued or agreed
to issue the securities or the basis on which those persons were identified or
selected

Hongmen.

The Company confirms that no Material Persons were issued more than 1% of the
issued capital of the Company.

2. Number and class of securities the entity issued or agreed to
issue

1,066,667 Hongmen CDIs were issued.

3. Date of issue

1,066,667 Hongmen CDIs were issued on 30 December 2025.

The Hongmen CDIs will be underpinned by Ordinary Shares and will rank equally
in all respects with the Company's existing CDIs on issue.

4. Issue price

A deemed issue price of A$0.30 per Hongmen CDI. The Hongmen CDIs were issued
to Hongmen in lieu of a cash fee for corporate advisory services provided by
Hongmen to the Company.

5. Purpose and intended use of the funds raised

The Hongmen CDIs were issued to Hongmen in lieu of a cash fee for corporate
advisory services provided by Hongmen to the Company.

6. A summary of other material terms of the agreement

Refer to paragraph 3 of the Chairman's Letter for a summary of the material
terms of the corporate advisory mandate between the Company and Hongmen.

7. Voting exclusion statement

A voting exclusion statement applies to this Resolution.

8. Compliance

The issue did not breach ASX Listing Rule 7.1.

RESOLUTION 4 - APPROVAL TO ISSUE HONGMEN CDI OPTIONS TO HONGMEN

General

This Resolution seeks Shareholder approval for the purposes of ASX Listing
Rule 7.1 for the issue of 533,333 Hongmen CDI Options to Hongmen (or its
nominees).

The Hongmen CDI Options will be issue on the terms and conditions set out in
the Annexure below.

ASX Listing Rule 7.1

Technical information required by ASX Listing Rule 14.1A

If this Resolution is not passed, the Company will not be able to proceed with
the issue and the Company will be forced to find alternative ways to fulfil
its obligations to Hongmen pursuant to the corporate advisory mandate between
the Company and Hongmen.

Technical information required by ASX Listing Rule 7.3

In compliance with the information requirements of ASX Listing Rule 7.3,
Shareholders are advised of the following information in relation to the
Hongmen CDI Options the subject of Resolution 4:

1. The names of the persons to whom the Company issued or agreed
to issue the securities or the basis on which those persons were identified or
selected

Hongmen (or its nominees).

The Company confirms that no Material Persons will be issued more than 1% of
the issued capital of the Company.

2. Number and class of securities the entity issued or agreed to
issue

533,333 Hongmen CDI Options will be issued on the basis of one free attaching
Hongmen CDI Option for every two Hongmen CDIs issued to Hongmen (or its
nominees).

The Hongmen CDI Options will be issue on the terms and conditions set out in
the Annexure below.

3. Date of issue

The Company expects to issue the Hongmen CDI Options within 5 Business Days of
the Meeting. In any event, the Company will not issue any Hongmen CDI Options
later than three months after the date of the Meeting (or such later date to
the extent permitted by any ASX waiver or modification of the ASX Listing
Rules).

4. Issue price

Nil issue price. The Hongmen CDI Options are being issued free attaching with
Hongmen CDIs to Hongmen in lieu of a cash fee for corporate advisory services
provided by Hongmen to the Company.

5. Purpose and intended use of the funds raised

The Hongmen CDI Options will be issued to Hongmen in lieu of a cash fee for
corporate advisory services provided by Hongmen to the Company.

6. A summary of other material terms of the agreement

Refer to paragraph 3 of the Chairman's Letter for a summary of the material
terms of the corporate advisory mandate between the Company and Hongmen.

7. Voting exclusion statement

A voting exclusion statement applies to this Resolution.

RESOLUTION 5 - APPROVAL TO ISSUE TRANCHE 2 CDIs AND TRANCHE 2 CDI OPTIONS
PURSUANT TO THE XINHAI INVESTMENT AGREEMENT

General

This Resolution seeks Shareholder approval for the purposes of ASX Listing
Rule 7.1 for the issue of 3,333,333 Tranche 2 CDIs and 1,666,667 Tranche 2 CDI
Options to Xinhai (or its nominees) in accordance with the terms of the
Investment Agreement.

The Tranche 2 CDI Options will be issue on the terms and conditions set out in
the Annexure below.

Following completion of the Tranche 1 Investment, Xinhai holds approximately
10.19% of the Company's issued share capital (on an undiluted basis). As
disclosed in paragraph 3 of the Chairman's Letter above, Xinhai has the right
to nominate a representative to the Company's Board, subject to satisfaction
of certain conditions. Approval for the purposes of ASX Listing Rule 10.11
for the issue of the Tranche 2 CDIs and the Tranche 2 CDI Options to Xinhai
is not required, as ASX Listing Rule 10.12 (Exception 12) applied at the time
the Company entered into the Investment Agreement with Xinhai. ASX Listing
Rule 10.12 (Exception 12) provides that shareholder approval is not required
under ASX Listing Rule 10.11 for an issue of equity securities under an
agreement or transaction to a party who would not otherwise be a related party
but for the fact that they believe, or have reasonable grounds to believe,
that they are likely to become a related party in the future because of the
agreement or transaction.

ASX Listing Rule 7.1

Technical information required by ASX Listing Rule 14.1A

If this Resolution is not passed, the Company will not be able to proceed with
the issue and the Company will not be able to satisfy its obligations pursuant
to the Investment Agreement.

Technical information required by ASX Listing Rule 7.3

In compliance with the information requirements of ASX Listing Rule 7.3,
Shareholders are advised of the following information in relation to the
Tranche 2 CDIs and the Tranche 2 CDI Options the subject of Resolution 5:

1. The names of the persons to whom the Company issued or agreed
to issue the securities or the basis on which those persons were identified or
selected

Xinhai (or its nominees).

The Company confirms that by virtue of the issue of the Tranche 1 CDIs, Xinhai
holds an interest in 10.19% of the Company's issued capital and is now
considered a Material Person. As a result of the issue of the Tranche 2 CDIs,
Xinhai (or its nominees) will be issued a further 1.26% of the issued capital
of the Company.

Other than Xinhai, no Material Persons will be issued more than 1% of the
issued capital of the Company.

2. Number and class of securities the entity issued or agreed to
issue

3,333,333 Tranche 2 CDIs will be issued.

1,666,667 Tranche 2 CDI Options will be issued on the basis of one free
attaching Tranche 2 CDI Option for every two Tranche 2 CDIs issued pursuant to
the Investment Agreement.

The Tranche 2 CDI Options will be issue on the terms and conditions set out in
the Annexure below.

3. Date of issue

The Company may issue the Tranche 2 CDIs and the Tranche 2 CDI Options
progressively following the receipt of Shareholder approval, in accordance
with payment terms to be agreed in the relevant technical services agreement.
In any event, the Company will not issue any Tranche 2 CDIs and the Tranche 2
CDI Options later than three months after the date of the Meeting (or such
later date to the extent permitted by any ASX waiver or modification of the
ASX Listing Rules).

4. Issue price

A$0.30 per Tranche 2 CDI.

The Tranche 2 CDI Options will be issued for nil consideration on the basis of
one free attaching Tranche 2 CDI Option for every two Tranche 2 CDI issued
pursuant to the Investment Agreement.

5. Purpose and intended use of the funds raised

The Tranche 2 CDIs and the Tranche 2 CDI Options will be issued to satisfy the
Company's obligations pursuant to the Investment Agreement.

6. A summary of other material terms of the agreement

Refer to paragraph 3 of the Chairman's Letter for a summary of the material
terms of the Investment Agreement.

7. Voting exclusion statement

A voting exclusion statement applies to this Resolution.

RESOLUTION 6 - APPROVAL TO ISSUE TRANCHE 3 CDIs AND TRANCHE 3 CDI OPTIONS
PURSUANT TO THE XINHAI INVESTMENT AGREEMENT

General

This Resolution seeks Shareholder approval for the purposes of ASX Listing
Rule 7.1 for the issue of 6,666,667 Tranche 3 CDIs and 3,333,333 Tranche 3 CDI
Options to Xinhai (or its nominees) in accordance with the terms of the
Investment Agreement.

The Tranche 3 CDI Options will be issue on the terms and conditions set out in
the Annexure below.

Following completion of the Tranche 1 Investment, Xinhai holds approximately
10.19% of the Company's issued share capital (on an undiluted basis). As
disclosed in paragraph 3 of the Chairman's Letter above, Xinhai has the right
to nominate a representative to the Company's Board, subject to satisfaction
of certain conditions. Approval for the purposes of ASX Listing Rule 10.11
for the issue of the Tranche 3 CDIs and the Tranche 3 CDI Options to Xinhai
is not required, as ASX Listing Rule 10.12 (Exception 12) applied at the time
the Company entered into the Investment Agreement with Xinhai. ASX Listing
Rule 10.12 (Exception 12) provides that shareholder approval is not required
under ASX Listing Rule 10.11 for an issue of equity securities under an
agreement or transaction to a party who would not otherwise be a related party
but for the fact that they believe, or have reasonable grounds to believe,
that they are likely to become a related party in the future because of the
agreement or transaction.

ASX Listing Rule 7.1

Technical information required by ASX Listing Rule 14.1A

If this Resolution is not passed, the Company will not be able to proceed with
the issue and the Company will not be able to satisfy its obligations pursuant
to the Investment Agreement.

Technical information required by ASX Listing Rule 7.3

In compliance with the information requirements of ASX Listing Rule 7.3,
Shareholders are advised of the following information in relation to the
Tranche 3 CDIs and the Tranche 3 CDI Options the subject of Resolution 6:

1. The names of the persons to whom the Company issued or agreed
to issue the securities or the basis on which those persons were identified or
selected

Xinhai (or its nominees).

The Company confirms that by virtue of the issue of the Tranche 1 CDIs, Xinhai
holds an interest in 10.19% of the Company's issued capital and is now
considered a Material Person. As a result of the issue of the Tranche 3 CDIs,
Xinhai (or its nominees) will be issued a further 2.45% of the issued capital
of the Company.

Other than Xinhai, no Material Persons will be issued more than 1% of the
issued capital of the Company.

2. Number and class of securities the entity issued or agreed to
issue

6,666,667 Tranche 3 CDIs will be issued.

3,333,333 Tranche 3 CDI Options will be issued on the basis of one free
attaching Tranche 3 CDI Option for every two Tranche 3 CDIs issued pursuant to
the Investment Agreement.

The Tranche 3 CDI Options will be issue on the terms and conditions set out in
the Annexure below.

3. Date of issue

The Company may issue the Tranche 3 CDIs and the Tranche 3 CDI Options
progressively following the receipt of Shareholder approval, in accordance
with payment terms to be agreed in the relevant technical services agreement.
In any event, the Company will not issue any Tranche 3 CDIs and the Tranche 3
CDI Options later than three months after the date of the Meeting (or such
later date to the extent permitted by any ASX waiver or modification of the
ASX Listing Rules).

4. Issue price

A$0.30 per Tranche 3 CDI.

The Tranche 3 CDI Options will be issued for nil consideration on the basis of
one free attaching Tranche 3 CDI Option for every two Tranche 3 CDI issued
pursuant to the Investment Agreement.

5. Purpose and intended use of the funds raised

The Tranche 3 CDIs and the Tranche 3 CDI Options will be issued to satisfy the
Company's obligations pursuant to the Investment Agreement.

6. A summary of other material terms of the agreement

Refer to paragraph 3 of the Chairman's Letter for a summary of the material
terms of the Investment Agreement.

7. Voting exclusion statement

A voting exclusion statement applies to this Resolution.

RESOLUTION 7 - APPROVAL TO ISSUE HONGMEN CDIs AND HONGMEN CDI OPTIONS TO
HONGMEN PURSUANT TO TRANCHE 2 OF THE INVESTMENT

General

This Resolution seeks Shareholder approval for the purposes of ASX Listing
Rule 7.1 for the issue of 133,333 Hongmen CDIs and 66,667 Hongmen CDI Options
to Hongmen (or its nominees) pursuant to Tranche 2 of the Investment.

The Hongmen CDI Options will be issue on the terms and conditions set out in
the Annexure below.

ASX Listing Rule 7.1

Technical information required by ASX Listing Rule 14.1A

Technical information required by ASX Listing Rule 7.3

In compliance with the information requirements of ASX Listing Rule 7.3,
Shareholders are advised of the following information in relation to the
Hongmen CDIs and Hongmen CDI Options the subject of Resolution 7:

1. The names of the persons to whom the Company issued or agreed
to issue the securities or the basis on which those persons were identified or
selected

Hongmen (or its nominees).

The Company confirms that no Material Persons will be issued more than 1% of
the issued capital of the Company.

2. Number and class of securities the entity issued or agreed to
issue

133,333 Hongmen CDIs will be issued.

66,667 Hongmen CDI Options will be issued on the basis of one free attaching
Hongmen CDI Option for every two Hongmen CDIs issued to Hongmen (or its
nominees).

The Hongmen CDI Options will be issue on the terms and conditions set out in
the Annexure below.

3. Date of issue

The Company expects to issue the Hongmen CDIs and Hongmen CDI Options within
three months after the date of the Meeting (or such later date to the extent
permitted by any ASX waiver or modification of the ASX Listing Rules).

4. Issue price

A deemed issue price of A$0.30 per Hongmen CDI. The Hongmen CDIs and Hongmen
CDI Options are being issued to Hongmen in lieu of a cash fee for corporate
advisory services provided by Hongmen to the Company.

5. Purpose and intended use of the funds raised

The Hongmen CDIs and Hongmen CDI Options will be issued to Hongmen in lieu of
a cash fee for corporate advisory services provided by Hongmen to the Company.

6. A summary of other material terms of the agreement

Refer to paragraph 3 of the Chairman's Letter for a summary of the material
terms of the corporate advisory mandate between the Company and Hongmen.

7. Voting exclusion statement

A voting exclusion statement applies to this Resolution.

RESOLUTION 8 - APPROVAL TO ISSUE HONGMEN CDIs AND HONGMEN CDI OPTIONS TO
HONGMEN PURSUANT TO TRANCHE 3 OF THE INVESTMENT

General

This Resolution seeks Shareholder approval for the purposes of ASX Listing
Rule 7.1 for the issue of 266,667 Hongmen CDIs and 133,333 Hongmen CDI Options
to Hongmen (or its nominees) pursuant to Tranche 3 of the Investment.

The Hongmen CDI Options will be issue on the terms and conditions set out in
the Annexure below.

ASX Listing Rule 7.1

Technical information required by ASX Listing Rule 14.1A

Technical information required by ASX Listing Rule 7.3

1. The names of the persons to whom the Company issued or agreed
to issue the securities or the basis on which those persons were identified or
selected

Hongmen (or its nominees).

The Company confirms that no Material Persons will be issued more than 1% of
the issued capital of the Company.

2. Number and class of securities the entity issued or agreed to
issue

266,667 Hongmen CDIs will be issued.

133,333 Hongmen CDI Options will be issued on the basis of one free attaching
Hongmen CDI Option for every two Hongmen CDIs issued to Hongmen (or its
nominees).

The Hongmen CDI Options will be issue on the terms and conditions set out in
the Annexure below.

3. Date of issue

4. Issue price

5. Purpose and intended use of the funds raised

The Hongmen CDIs and Hongmen CDI Options will be issued to Hongmen in lieu of
a cash fee for corporate advisory services provided by Hongmen to the Company.

6. A summary of other material terms of the agreement

Refer to paragraph 3 of the Chairman's Letter for a summary of the material
terms of the corporate advisory mandate between the Company and Hongmen.

7. Voting exclusion statement

A voting exclusion statement applies to this Resolution.

Notes:

1. As a member of the Company you are entitled to appoint a proxy
to exercise all or any of your rights to attend, speak and vote at a general
meeting of the Company. You can only appoint a proxy using the procedures set
out in these notes.

2. Appointment of a proxy does not preclude you from attending the
meeting and voting in person. If you have appointed a proxy and attend the
meeting in person, your proxy appointment will automatically be terminated.

3. A proxy does not need to be a member of the Company but must
attend the meeting to represent you. To appoint as your proxy a person other
than the Chairman of the meeting, insert their full name in the box. If you
sign and return the proxy form with no name inserted in the box, the Chairman
of the meeting will be deemed to be your proxy. Where you appoint as your
proxy someone other than the Chairman, you are responsible for ensuring that
they attend the meeting and are aware of your voting intentions. If you wish
your proxy to make any comments on your behalf, you will need to appoint
someone other than the Chairman and give them the relevant instructions
directly.

4. You may not appoint more than one proxy to exercise rights
attached to any one share.

5. To direct your proxy how to vote on the resolutions mark the
appropriate box with an 'X'. To abstain from voting on a resolution, select
the relevant "Vote withheld" box. A vote withheld is not a vote in law, which
means that the vote will not be counted in the calculation of votes for or
against the resolution. If you give no voting indication, your proxy will vote
or abstain from voting at his or her discretion. Your proxy will vote (or
abstain from voting) as he or she thinks fit in relation to any other matter
which is put before the meeting.

6. To appoint a proxy you must ensure that the attached proxy form
is completed, signed and sent to Computershare Investor Services PLC, The
Pavilions, Bridgwater Road, Bristol BS99 6ZY by no later than 11 a.m. on 23
February 2026.

7. In the case of a member which is a company, the Form of Proxy
must be executed under its common seal or signed on its behalf by an officer
of the company or an attorney for the Company.

8. Any corporation which is a member can appoint one or more
corporate representatives who may exercise on its behalf all of its powers as
a member provided that they do not do so in relation to the same shares.

9. Any power of attorney or any other authority under which the
proxy form is signed (or a duly certified copy of such power or authority)
must be included with the proxy form.

10. In the case of joint holders, where more than one of the joint
holders purports to appoint a proxy, only the appointment submitted by the
most senior holder will be accepted. Seniority is determined by the order in
which the names of the joint holders appear in the Company's register of
members in respect of the joint holding (the first-named being the most
senior).

11. If you submit more than one valid proxy appointment, the
appointment received last before the latest time for the receipt of proxies
will take precedence. CREST members who wish to appoint a proxy or proxies
through the CREST electronic proxy appointment service may do so for the
meeting (and any adjournment of the meeting) by following the procedures
described in the CREST Manual available on the website of Euroclear UK and
International Limited ("Euroclear") at www.euroclear.com. CREST Personal
Members or other CREST sponsored members (and those CREST members who have
appointed a voting service provider) should refer to their CREST sponsor or
voting service provider, who will be able to take the appropriate action on
their behalf. In order for a proxy appointment or instruction made by means of
CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction")
must be properly authenticated in accordance with Euroclear's specifications
and must contain the information required for such instructions, as described
in the CREST Manual. The message (regardless of whether it constitutes the
appointment of a proxy or an amendment to the instruction given to a
previously appointed proxy) must, in order to be valid, be transmitted so as
to be received by Computershare Investor Services PLC. (ID number 3RA50).

12. You may not use any electronic address provided in the proxy form
to communicate with the Company for any purposes other than those expressly
stated.

13. Pursuant to Regulation 41 of the Uncertificated Securities
Regulations 2001, the time by which a person must be entered on the register
of members in order to have the right to attend and vote at the General
Meeting is 6:00 p.m. on 23 February 2026, (being not more than 48 hours prior
to the time fixed for the Meeting) or, if the Meeting is adjourned, such time
being not more than 48 hours prior to the time fixed for the adjourned
meeting. Changes to entries on the register of members after that time will be
disregarded in determining the right of any person to attend or vote at the
Meeting.

14. As at 15 January 2026 (being the last practicable date prior to
the publication of this Notice) the Company's issued ordinary share capital
consists of 2,615,711,381 ordinary shares of 0.1p each, carrying one vote
each. No shares are held in treasury. Therefore, the total voting rights in
the Company as at that date are 2,615,711,381.

15. A copy of the amended articles of association of the Company will
be available for inspection at the general meeting and will be also be
available on the Company's website https://arianaresources.com/
(https://arianaresources.com/) following publication of this notice of general
meeting.

ANNEXURE - TERMS OF CDI OPTIONS

The terms and conditions of the CDI Options are as follows:

Entitlement Each CDI Option entitles the holder to subscribe for one CDI upon exercise of
the CDI Option.
Exercise Price Subject to the adjustment rights outlined below, the amount payable upon
exercise of each CDI Option will be A$0.50 (Exercise Price).
Expiry Date Each CDI Option will expire at 5:00 pm (AWST) on 31 December 2027 (Expiry
Date). A CDI Option not exercised before the Expiry Date will automatically
lapse on the Expiry Date.
Exercise Period The CDI Options are exercisable at any time on or prior to the Expiry Date
(Exercise Period).
Notice of Exercise The CDI Options may be exercised during the Exercise Period by notice in
writing to the Company in the manner specified on the CDI Option certificate
(Notice of Exercise) and payment of the Exercise Price for each CDI Option
being exercised in Australian currency by electronic funds transfer or other
means of payment acceptable to the Company.
Exercise Date A Notice of Exercise is only effective on and from the later of the date of
receipt of the Notice of Exercise and the date of receipt of the payment of
the Exercise Price for each CDI Option being exercised in cleared funds
(Exercise Date).
Timing of issue of CDIs on exercise Within five Business Days after the Exercise Date, the Company will:

(a) issue the number of CDIs required under these terms
and conditions in respect of the number of CDI Options specified in the Notice
of Exercise and for which cleared funds have been received by the Company;

(b) if required, give ASX a notice that complies with
section 708A(5)(e) of the Corporations Act, or, if the Company is unable to
issue such a notice, lodge with ASIC a prospectus prepared in accordance with
the Corporations Act and do all such things necessary to satisfy section
708A(11) of the Corporations Act to ensure that an offer for sale of the
Shares does not require disclosure to investors; and

(c) if admitted to the Official List of ASX at the time,
apply for Official Quotation on ASX of CDIs issued pursuant to the exercise of
the CDI Options.

If a notice delivered under paragraph (b) for any reason is not effective to
ensure that an offer for sale of the CDIs does not require disclosure to
investors, the Company must, no later than 20 Business Days after becoming
aware of such notice being ineffective, lodge with ASIC a prospectus prepared
in accordance with the Corporations Act and do all such things necessary to
satisfy section 708A(11) of the Corporations Act to ensure that an offer for
sale of the Shares does not require disclosure to investors.
CDIs issued on exercise CDIs issued on exercise of the CDI Options rank equally with the then issued
CDIs of the Company.
Reconstruction of capital If at any time the issued capital of the Company is reconstructed, all rights
of an Optionholder are to be changed in a manner consistent with the AIM Rules
and the ASX Listing Rules at the time of the reconstruction.
Participation in new issues There are no participation rights or entitlements inherent in the CDI Options
and holders will not be entitled to participate in new issues of capital
offered to holders of CDIs during the currency of the CDI Options without
exercising the CDI Options.
Change in exercise price A CDI Option does not confer the right to a change in Exercise Price or a
change in the number of underlying securities over which the CDI Option can be
exercised.
Transferability The CDI Options are transferable subject to any restriction or escrow
arrangements imposed by ASX or under applicable Australian securities laws.

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