REG - Ariana Resources PLC - Interim Results
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RNS Number : 1048B Ariana Resources PLC 29 September 2025
29 September 2025
AIM: AAU
ASX: AA2
INTERIM RESULTS
Ariana Resources plc (ASX: AA2, AIM: AAU, "Ariana" or the "Company"), the
exploration and development company with gold project interests in Africa and
Europe, is pleased to announce its unaudited interim results for the six
months ended 30 June 2025.
Financial Highlights:
· Profit before tax of £0.2 million (H1 2024: £0.7m) was recorded for the
period, with Ariana's share of profits from Zenit Madencilik San. ve Tic. A.S.
("Zenit") in Türkiye (of which Ariana owns 23.5%) in the six months to 30
June 2025, amounting to £1 million (H1 2024: £2m).
· During the period, Zenit continued to finance the Tavşan mine
construction primarily via a US$20 million loan facility provided by Türkiye
Cumhuriyeti Ziraat Bankasi A.S. and from retained income; in H1 2025
processing plant construction was completed and the final approvals process
commenced with the Turkish authorities for the operation to enter commercial
production, post-period end.
·Exploration assets included in the Statement of Financial Position have
increased to £18.5 million (H1 2024: £17.6m).
Operational Highlights:
· Revised Pre-Feasibility Study ("PFS") financial model on the
Reserves at Dokwe North provided a post-tax NPV(10) of US$354 million and IRR
of 75% at a gold price of US$2,750/oz.
· Dokwe Gold Project in-pit Measured, Indicated and Inferred
Resources (JORC 2012) increased to 19.7Mt @ 1.54 g/t Au for 977,000 oz gold
across the Dokwe North and Dokwe Central sites, using a 0.6 g/t cut-off and
US$2,750/oz pit optimisation (of which Ariana owns 100%).
· Drilling results were announced for certain diamond drill holes
previously completed at Dokwe, which determined an extension of gold
mineralisation on the Eastern Zone, indicating the potential for the expansion
of the resource.
· As at the half year, 10,513 ounces of gold have been produced
from Zenit Mining Operations in Türkiye (of which Ariana owns 23.5%),
recording US$34.6 million in revenue.
Strategic Highlights:
· Mr. Michael Atkins was appointed to the role of non-executive
Deputy Chairman to support the process of listing on the ASX and the
associated board transition post-merger and ASX listing.
· 51% of the Slivova Gold Project in Kosovo was secured by Western
Tethyan Resources (of which Ariana holds 76%), following the achievement of
the earn-in expenditure hurdle of Euro 800,000; the project remains under
renewed application with the Kosovan authorities.
· Further Newmont Mining Corporation investment of £686,000 in January
at a premium of 46% and additional capital, partly from UK institutions,
totalling £1.13 million raised in March (net of commission) to secure
sufficient funding to advance the company to its Australian Securities
Exchange ("ASX") listing, which was completed post-period end.
Significant Post-Period End Highlights:
· Ariana completed its dual-listing on the ASX, raising A$11 million
before costs, largely from institutions, and introduced the investment
opportunity to a broader range of investors.
· Zenit achieved operational status at Tavşan and remains on standby
awaiting the final operations permit from the Turkish authorities to proceed
to commercial production through its heap-leach; production of gold from
higher grade ore from the Kiziltepe processing plant continues.
· A new geochemical target, defined by a coincident gold and arsenic
anomaly, located 125m to the northeast of the planned Dokwe North pit-rim was
defined and will become subject to priority drill-testing imminently.
Dr. Kerim Sener, Managing Director, commented:
"The first half of 2025 saw marked and continuing strength in the gold price,
having increased by c.34% since then, benefiting the Company's future projects
and enhancing the long-term value of our assets. Most notably, it is clear
that our acquisition of the Dokwe Gold Project in Zimbabwe was perfectly
timed, with the gold price having increased from US$2,000 per ounce to
US$3,750 per ounce since we first commenced our due diligence work on the
project in 2023.
"Exploration and development work continues at Dokwe, where our team has been
focused on regional exploration, resource estimation and other feasibility
study related work. More recently, the Company announced the identification of
a coincident gold-arsenic anomaly akin to that which first identified Dokwe
North, located just 125m to the northeast of the planned pit-rim at that
location. This will become a priority for drill testing in our upcoming
c.11,000m drilling programme.
"Meanwhile work has progressed on the mine construction at Tavşan, with all
key development milestones having been met by mid-year. Post-period end, cold
and hot commissioning tests on the process plant had been completed, along
with the heap-leach pads and the site readied for production to commence.
Zenit is poised to receive final operational approval through the provincial
authorities, and once granted, the operation will commence commercial
production in accordance with its strategic timeline. Our share of Zenit
profits reduced on the prior period primarily due to lower grade ore being
processed at Kiziltepe and the continued cost of bringing Tavsan into
operational production.
"Early in the period, Newmont Mining Corporation made a further investment in
the Company, reflecting their confidence in the opportunities identified from
successful generative exploration undertaken in the SE European region by the
team at Western Tethyan Resources, of which we own 76%. This financing has
enabled activities to continue in Kosovo, while we await the grant of various
exploration licence applications through the Kosovan authorities.
"Post period-end, Ariana successfully listed on the Australian Securities
Exchange, broadening our access to the capital markets and increasing the
Company's visibility among international and institutional investors,
particularly in the Asia-Pacific region. Since listing the share price of the
Company has strengthened appreciably.
"Ariana remains focused on advancing its high-quality pipeline of gold
projects, leveraging strong market conditions and strategic partnerships to
deliver shareholder value. Operational progress at Dokwe and Tavşan, combined
with our enhanced financial flexibility following the ASX listing, positions
the Company for continued growth. Further updates on financial performance and
capital deployment will be provided in the Company's full-year report."
Condensed Consolidated Statement of Comprehensive Income
For the six months ended 30 June 2025
Note 6 months to 6 months to 12 months to
30 June 2025 30 June 2024 31 December 2024
£'000 £'000 £'000
Unaudited Unaudited Audited
Administrative costs (net of exchange gains) (3a) (806) (1,263) (2,737)
General exploration expenditure - (94) (167)
Operating loss (806) (1,357) (2,904)
Fair value gain and profit on disposal of gold bullion backed bank accounts (3b) - 103 170
Fair value profit/(loss) on listed investments through profit or loss 28 (74) (134)
Share of profit of associate accounted for using the equity method (7a) 1,142 2,002 5,688
Share of loss of associate accounted for using the equity method (7c) (31) (148) (316)
Finance cost (4) (218) - (34)
Other Income 30 42 77
Investment Income 6 112 164
Profit before tax 151 680 2,711
Taxation (9) (37) (19) (19)
Profit for the period from continuing operations 114 661 2,692
Earnings per share (pence)
Basic and diluted (10) 0.01 0.06 0.18
Other comprehensive income
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translating foreign operations (3,159) (2,185) 3,726
Other comprehensive (loss)/profit for the period (3,159) (2,185) 3,726
net of income tax
Total comprehensive (loss)/profit for the period (3,045) (1,524) 6,418
Condensed Consolidated Interim Statement of Financial Position
For the six months ended 30 June 2025
Note As at As at As at
30 June 2025 30 June 2024 31 December 2024
£'000 £'000 £'000
Unaudited Unaudited Audited
ASSETS
Non-current assets
Trade and other receivables 326 666 238
Financial assets at fair value through profit or loss (11) 658 658 617
Intangible assets 82 102 93
Land, property, plant and equipment 172 281 227
Investment in associates accounted for using the equity method (7) 23,350 13,837 23,479
Exploration assets (6a) 18,517 17,624 18,122
Earn-in advances (6b) - 508 755
Total non-current assets 43,105 33,676 43,531
Current assets
Trade and other receivables (12) 1,126 514 1,149
Gold bullion backed bank accounts - 665 -
Cash and cash equivalents 424 1,227 913
Total current assets 1,550 2,406 2,062
Total assets 44,655 36,082 45,593
EQUITY
Called up share capital (15) 1,944 1,834 1,834
Share premium (15) 18,724 16,995 16,995
Other reserves 720 720 720
Share options (16) 117 - -
Translation reserve (16,581) (19,333) (13,422)
Retained earnings 37,254 35,109 37,140
Total equity attributable to equity holders of the parent 42,178 35,325 43,267
Non-controlling interest 140 140 140
Total equity 42,318 35,465 43,407
LIABILITIES
Current liabilities
Trade and other payables (13) 1,987 617 1,453
Total current liabilities 1,987 617 1,453
Non-current liabilities
Other financial liabilities and provisions (14) 350 - 733
Total current liabilities 350 - 733
Total equity and liabilities 44,655 36,082 45,593
Condensed Consolidated Interim Statement of Changes in Equity
For the six months ended 30 June 2025
Share Capital Share Share Other Reserves Translation Retained earnings Total attributable to equity holder of parent Non-controlling Interest Total
£'000 Premium Options £'000 Reserve £'000 £'000 £'000 £'000
£'000 £'000 £'000
Balance at 1 January 2024 1,147 2,207 - 720 (17,148) 34,448 21,374 140 21,514
Changes in equity to July 2024
Profit for the period - - - - - 661 661 - 661
Other comprehensive Income - - - - (2,185) - (2,185) - (2,185)
Total Comprehensive income - - - - (2,185) 661 (1,524) - (1,524)
Issue of ordinary shares 687 14,788 - - - - 15,475 - 15,475
Transactions with owners 687 14,788 - - - - 15,475 - 15,475
Balance at 30 June 2024 1,834 16,995 - 720 (19,333) 35,109 35,325 140 35,465
Changes in equity to December 2024
Profit for the period - - - - - 2,031 2,031 - 2,031
Other comprehensive income - - - - 5,911 - 5,911 - 5911
Total comprehensive income - - - - 5,911 2,031 7,942 - 7,942
Balance at 31 December 2024 1,834 16,995 - 720 (13,422) 37,140 43,267 140 43,407
Changes in equity to June 2025
Profit for the period - - - - - 114 114 - 114
Other comprehensive income - - - - (3,159) - (3,159) - (3,159)
Total comprehensive income - - - - (3,159) 114 (3,045) - (3,045)
Issue of ordinary shares 110 1,729 - - - - 1,839 - 1,839
Issue of share options - - 117 - - - 117 - 117
Transactions with owners 110 1,729 117 - - - 1,956 - 1,956
Balance at 30 June 2025 1,944 18,724 117 720 (16,581) 37,254 42,178 140 42,318
Condensed Consolidated Interim Statement of Cash Flows
For the six months ended 30 June 2025
6 months to 6 months to 12 months to
30 June 2025 30 June 2024 31 December 2024
£'000 £'000 £'000
Unaudited Unaudited Unaudited
Cash flows from operating activities
Profit for the period 114 661 2,692
Adjustments for:
Depreciation of non-current assets 58 54 119
Consultancy fees received in shares (30) (37) (135)
Share of profit in equity accounted associate (1,142) (2,002) (5,688)
Share of loss in equity accounted associate 31 148 316
Fair value (profit)/loss on listed investments (28) 74 134
Fair value gain and profit on disposal of gold bullion backed bank accounts - (103) (170)
Finance costs 218 - 34
Investment income (6) (113) (164)
Share options 117
Income tax expense 37 19 19
Movement in working capital (631) (1,299) (2,843)
Change in trade and other receivables (231) 211 (132)
Change in trade and other payables (168) (115) (60)
Cash outflow from operating activities (1,030) (1,203) (3,035)
Taxation paid - (57) (57)
Net cash used in operating activities (1,030) (1,260) (3,092)
Cash flows from investing activities
Earn-In Advances - (92) (339)
Purchase of land, property, plant and equipment (26) (14) (15)
Payments for intangible and exploration assets (794) (640) (1,059)
Proceeds from disposal and (purchase) of gold bullion - 1,027 1,759
Purchase of associate investment - (75) (75)
Purchase of financial assets at fair value through profit or loss (38) (130) (121)
Loan granted to associate (55) (140) (220)
Investment income 6 113 164
Net cash generated from/(used in) investing activities (907) 49 94
Cash flows from financing activities
Issue of share capital 1,839 - 15,475
Less adjustment for non-cash consideration (207) - (15,475)
Loan advance (net of up-front commission) - - 1,498
Loan and Interest repayments (146) - -
Net cash generated from financial activities 1,486 - 1,498
Net decrease in cash and cash equivalents (451) (1,211) (1,500)
Cash and cash equivalents at beginning of period 913 2,517 2,517
Exchange adjustment on cash and cash equivalents (38) (79) (104)
Cash and cash equivalents at end of period 424 1,227 913
Liquid funds available to the Group 6 months to 6 months to 12 months to
30 June 2025 30 June 2024 31 December 2024
£'000 £'000 £'000
Cash and cash equivalents 424 1,227 913
Gold bullion backed bank accounts held at year end at market value - 665 -
Total 424 1,892 913
Notes to the interim financial statements
For the six months ended 30 June 2025
1. General information
Ariana Resources Plc (the "Company") is a public limited company incorporated,
domiciled and registered in the U.K. The registration number is 05403426 and
the registered address is 2nd Floor, Regis House, 45 King William Street,
London, EC4R 9AN.
The Company's ordinary shares are listed on the Alternative Investment Market
("AIM") of the London Stock Exchange and commenced trading on the Australian
Securities Exchange ("ASX") on the 10 September 2025. The principal activities
of the Company and its subsidiaries (together the "Group") are related to the
exploration for and development of gold, copper and technology-metals.
2a. Basis of preparation
The condensed interim financial statements have been prepared using accounting
policies consistent with International Financial Reporting Standards. The
condensed interim financial statements should be read in conjunction with the
annual financial statements for the year ended 31 December 2024, which have
been prepared in accordance with UK-adopted international accounting
standards.
The condensed interim financial statements set out above do not constitute
statutory accounts within the meaning of the Companies Act 2006. They have
been prepared on a going concern basis in accordance with the recognition and
measurement criteria of International Financial Reporting Standards (IFRS) as
adopted by the UK. Statutory financial statements for the year ended 31
December 2024 were approved by the Board of Directors on 9 June 2025. The
financial information for the periods ended 30 June 2025 and 30 June 2024 are
unaudited.
2b. Significant accounting policies
The same accounting policies have been followed in these condensed interim
financial statements as were applied in the preparation of the Group's
financial statements for the year ended 31 December 2024.
These financial statements have been prepared on a going concern basis. The
Directors are mindful that there is an ongoing need to monitor overheads and
costs associated with delivering on its strategy and certain exploration
programmes being undertaken across its portfolio.
3a. Administrative costs net of exchange gains
Administrative costs are stated after exchange gains amounting to £337,000
compared to an exchange gain of £217,000 for the prior year. The Turkish Lira
declined by approximately 20% against Sterling over the six month period to 30
June 2025, compared to the prior year, resulting in the Group suffering a
significant increase in exchange rate volatility and its associated impact on
transactions and balances.
3b. Fair value gain and profit on disposal of gold bullion backed bank accounts.
During the year ended 31 December 2024, Galata disposed of all gold bullion
backed bank accounts to provide working capital, generating a fair value gain
of £170,000 in the statement of comprehensive income that year. No such bank
accounts were held during the six-month period to 30 June 2025, and the
balance at the reporting date is nil.
4. Finance costs
30 June 30 June 31 December
2025 2024 2024
£'000 £'000 £'000
Interest payable 86 - 34
Exchange gain arising on retranslation of loan (137) - -
Amortisation of first arrangement fee 87 - -
Cost of modification of facility and reprofile fee 182 - -
218 - 34
On 24 June 2025, Rockover Holdings Limited entered into a revised loan
agreement with RiverFort Global Opportunities PCC Limited ("Riverfort"). The
amendment was assessed as a substantial modification resulting in
derecognition of the original financial liability and the immediate expense of
unamortised costs of US$120,000 carried forward from the prior period. In
addition, a reprofile fee of US$250,000, representing compensation for
restructuring and increased credit exposure was expensed on recognition. This
fee was treated as a cost of modifying the existing financial liability and
not capitalised as a transaction cost of a new instrument.
Interest is recognised using the Effective Interest Rate (EIR) method, ensuring proper allocation over the loan's tenure. Following Rockover Holdings Limited's drawdown of the loan, as principal borrower, the associated interest charge is accounted for in their statement of comprehensive income. Further details about the loan agreement are set out in notes 13 and 14.
5. Business combination
On 26 June 2024, the Company acquired Rockover Holdings Limited, issuing
687,817,998 new ordinary shares to acquire the remaining Rockover shares not
already owned by its subsidiary Asgard Metals Pty.
Ltd. This transaction secured full ownership of the Dokwe Gold Project in
Zimbabwe and Ariana has maintained its policy of valuing exploration and
evaluation assets at cost with no fair value adjustments applied.
The Group incurred total consideration of £16.119 million in connection with
the acquisition. This comprised £15.475 million in equity issued by the
Company, £317,000 relating to the reclassification of the interest previously
held by Asgard, and £327,000 in professional fees and associated transaction
costs.
As a result of the transaction, the Group recognised the following assets and
liabilities:
Non-current assets included property, plant and equipment valued at £7,000,
and an exploration asset totalling £16,262 million, including £817,000
capitalised goodwill. Current assets comprised other receivables of £17,000
and cash at bank of £169,000. These were offset by current liabilities of
£336,000.
This position remained unchanged across the 30 June 2024, 31 December 2024,
and 30 June 2025 reporting dates.
6a. Exploration assets
The Group, through its subsidiary and associate companies and its acquisition
of Rockover Holdings Limited holds several exploration licences or mining
claims in Zimbabwe, Türkiye, Cyprus and Kosovo.
Expenditure including a proportion of staff costs capitalised during the
period is set out below:
Exploration Expenditure 30 June 2025
Group
£'000
Cost or valuation at 1 January 2024 1,085
Additions 312
Business acquisition during the year (note 5) 16,262
Exchange movement (35)
Cost or valuation at 30 June 2024 17,624
Additions 421
Exchange movement 77
Cost or valuation at 31 December 2024 18,122
Additions and reclassification of earn-in expenditure 1,699
Exchange movement (1,304)
Cost or valuation at 30 June 2025 18,517
6b. Earn In advances
The Group's 76.36% owned subsidiary, Western Tethyan Resources Limited
("WTR"), entered into an option and earn-in agreement with Avrupa Minerals
Limited (TSX-V:AVU), granting WTR the right to acquire up to an 85% interest
in the Slivova Gold Project. Under the terms of the agreement WTR committed to
funding and completing a series of exploration and development milestones
prior to achieving its target ownership level. From the inception of the
option through to 31 December 2024, staged payments and qualifying development
expenditure totalled £755,000. On 3 April 2025, the Group announced that WTR
had fulfilled the remaining earn-in expenditure requirements and formally
acquired a 51% interest in the Slivova Gold Project. Following this milestone,
the cumulative earn-in expenditure and the Slivova Gold Project licence were
reclassified as part of the Group's exploration expenditure. These assets are
now held by WTR's newly incorporated, Kosovo-registered subsidiary, AVU Kosovo
LLC.
7. Equity accounted Investments
The Group investments comprise the following:
Associate companies Note 30 June 2025 30 June 2024 31 December 2024
Group Group Group
£'000 £'000 £'000
Associate Interest in Zenit Madencilik San. ve Tic. A.S. ("Zenit") 7a 21,236 7,386 21,335
Associate Interest in Pontid Madencilik San. ve Tic. A.S. ("Pontid") 7b - 4,139 -
Associate Interest in Venus Minerals Ltd ("Venus") 7c 2,114 2,312 2,144
Carrying amount of investment 23,350 13,837 23,479
7a. Investment in Zenit
The Group accounts for its associate interest in Zenit Madencilik San. ve Tic.
A.S. ("Zenit") using the equity method in accordance with IAS 28 (revised). At
30 June 2025 the Group has a 23.5% interest in Zenit, and profits from Zenit
are shared in the ratio of 23.5% the Group, 23.5% Proccea and the remaining
53% interest to Özaltin Holding A.S. Zenit is incorporated in Ankara,
Türkiye, where it also maintains its principal place of business.
Basis of Preparation - Zenit has prepared its Group financial statements for
the interim period to 30 June 2025 and in accordance with International
Financial Reporting Standards (IFRS). Furthermore, in compliance with IAS 29
Financial Reporting in Hyperinflationary Economies, Zenit has applied
inflation accounting to accurately reflect the impact of Türkiye's current
high inflation environment, to present a fair economic value of assets,
liabilities, equity, and financial performance in real terms. Accordingly,
Zenit has restated non-monetary items, shareholders' equity, and income
statement components using inflation indices as of the reporting date.
Summarised financial information, based on Zenit's translated financial
statements, and reconciliations with the carrying amount of the investment in
the consolidated financial statements are set out below:
Summary statement of comprehensive income Group Consolidated position Company position as previously stated Group Consolidated position
30 June 2025 30 June 2024 31 December 2024
£'000 £'000 £'000
Revenue 20,652 16,214 45,936
Cost of sales (including royalty adjustments) (14,912) (9,427) (25,848)
Gross Profit 5,740 6,787 20,088
Administrative, general exploration and other expenditure (3,654) (3,315) (4,666)
Inflation adjustments - restated non-monetary items, shareholders' equity and 2,757 - (5,248)
income statement components
Provision (charge)/credit recognised for asset retirement obligations 4,469 - (4,930)
Operating profit 9,312 3,472 5,244
Other income 107 36 -
Finance expenses including foreign exchange losses (1,082) (430) (1,081)
Finance income including foreign exchange gains 922 1,136 3,196
Profit for the period before tax 9,259 4,214 7,359
Taxation credit/(charge) (4,400) 4,309 (2,015)
Profit for the period 4,859 8,523 5,344
Proportion of Group's profit share 23.5% 23.5% 23.5%
Group's share of profit for the period 1,142 2,002 1,256
Prior period profits - restatement following adoption of IFRS & Inflation - - 4,432
accounting
Group's share of profit for the period including prior year restatement 1,142 2,002 5,688
Summary statement of financial position Group Consolidated Company position as previously reported Group Consolidated position
position 30 June 2024 31 December 2024
30 June £'000 £'000
2025
£'000
Non-current assets (including Kiziltepe Gold Mine and Tavşan Mine in 109,053 29,874 100,756
construction)
Current assets including cash and cash equivalents 15,089 26,220 23,439
Current liabilities (including proportion of bank loan) (26,036) (12,592) (24,131)
Non-current liabilities (including bank loan) (7,736) (12,070) (9,276)
Equity 90,370 31,432 90,788
Proportion of Group's ownership 23.5% 23.5% 23.5%
Carrying amount of Investment 21,236 7,386 21,335
The June 2024 comparatives presented here have not been retrospectively
adjusted for inflation accounting, as the change in accounting policy adopted
by Zenit was first applied for the year ended 31 December 2024.
7b. Investment in Pontid
During August 2024, the merger of Zenit and Pontid was completed such that all
interests in Kiziltepe, Tavşan and Salinbaş are now held through the 23.5%
share of Zenit. This merger concludes the reorganisation process that started
in 2021, following the then partial divestment in Türkiye to Özaltin Holding
A.S. The original cost of investment amounting to £4.139m has been
reallocated to Zenit.
7c. Investment in Venus
The Company's shareholding in Venus increased from 58% to 61% during February
2024, following the conversion of loan finance into equity. The Ariana Board
determined that this additional equity stake was solely to assist with the
short-term funding of Venus and has no direct impact on its operational
control. On this basis, the Ariana Board believes it appropriate to continue
to use the equity method of accounting for its investment in Venus. The
Group`s share of loss for the period to 30 June 2025 amounted to £31,000.
8. Segmental analysis
Management currently identifies one division as an operating segment - mineral
exploration. This operating segment is monitored, and strategic decisions are
made based upon this and other non-financial data collated from exploration
activities.
Principal activities for this operating segment are as follows:
- Mineral exploration - incorporates the acquisition, exploration and
development of gold resources.
- Other reconciling items include non-mineral exploration costs and
transactions between Group and associate companies.
30 June 2025 30 June 2024 31 December 2024
Mineral exploration Other reconciling items Group Mineral exploration Other reconciling items Group Mineral exploration Other reconciling items Group
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £000
Administrative costs (net of exchange gains) - (806) (806) - (1,263) (1,263) - (2,737) (2,737)
General and specific exploration expenditure - - - (94) - (94) (167) - (167)
Fair value adjustments on Investment - 28 28 - (74) (74) (134) (134)
Finance cost (218) (218) (34) (34)
Profit on disposal of gold bullion backed bank accounts - - - 103 - 103 170 - 170
Share of loss in associate - Venus (31) - (31) (148) - (148) (316) - (316)
Share of profit in associate - Zenit 1,142 - 1,142 2,002 - 2,002 5,688 - 5,688
Investment and other income - 36 36 - 154 154 241 241
Profit/(loss) before taxation 1,111 (960) 151 1,863 (1,183) 680 5,375 (2,664) 2,711
Taxation (37) - (37) (19) - (19) (19) - (19)
Profit/(loss) after tax 1,074 (960) 114 1,844 (1,183) 661 5,536 (2,664) 2,692
Geographical segments
The Group's mineral assets and liabilities are located primarily in Zimbabwe
and Türkiye.
30 June 2025 30 June 2024 31 December 2024
Zimbabwe & Türkiye United Kingdom Group Zimbabwe & Türkiye United Kingdom Group Zimbabwe & Türkiye United Kingdom Group
£'000 & other territories £'000 £'000 & other £'000 £`000 & other territories £'000
£'000 territories £'000
£'000
Carrying amount of segment non-current assets 37,603 5,502 43,105 38,426 5,105 43,531
30,753 2,923 33,676
9. Taxation
The Group had taxable exchange gains from its operations in Türkiye and a
corporation tax charge is anticipated.
The charge reflected in these interim accounts is based on the following
transactions:
30 June 2025 30 June 2024 31 December 2024
Group Group Group
£'000 £'000 £'000
Withholding tax suffered on subsidiary dividends - 19 19
Advanced corporation tax on subsidiary profits and exchange gains 37 - -
Tax charge for the period 37 19 19
10. Earnings per share on continuing operations
The calculation of basic profit per share is based on the profit attributable
to ordinary shareholders of £114,000
divided by the weighted average number of shares in issue during the period,
being 1,899,141,854.
The Group has also assessed the potential dilutive impact of 25,000,000 share
options granted to RiverFort. These options, which were amended during the
period as detailed in Note 16, remain outstanding at the reporting date. The
outstanding share options are considered anti-dilutive. Consequently, diluted
earnings per share is stated at the same amount as basic earnings per share.
11. Financial assets at fair value through profit or loss
All investments disclosed in this section are held by the Group's wholly owned
subsidiary, Asgard Metals Pty. Ltd, which continued its investment strategy
during the period by acquiring additional shares in both listed and unlisted
securities.
The movement in financial assets measured at fair value through profit or loss
is summarised below:
Group
2024
£'000
At 1 January 2024 883
Additions 195
Fair value adjustment (74)
Reclassification to cost of investment following business combination (316)
Exchange movement (30)
At 30 June 2024 658
Additions 61
Fair value adjustment (60)
Exchange movement (42)
At 31 December 2024 617
Additions 38
Fair value adjustment 28
Exchange movement (25)
At 30 June 2025 658
The fair value adjustments reflect market movements in the underlying
securities, while exchange differences arise from the translation of foreign
currency denominated investments. The reclassification of £316,000 during H1
2024 relates to the business combination with Rockover Holdings Limited, where
certain investments were reclassified as part of the acquisition accounting.
12. Trade and other receivables
30 June 2025 30 June 2024 31 December 2024
Group Group Group
£'000 £'000 £'000
Other receivables 196 257 171
Amounts owed by associate interest 291 - 437
Loan to associate interest 275 140 220
Prepayments 364 117 321
1,126 514 1,149
The fair value of trade and other receivables is not materially different to
the carrying values presented.
13. Trade and other payables
30 June 2025 30 June 2024 31 December 2024
Group Group Group
£'000 £'000 £'000
Trade and other payables 472 437 297
Social security and other taxes 20 31 36
Short term Loan finance 1,267 - 843
Other creditors and advances 48 52 77
Accruals and deferred income 180 97 200
1,987 617 1,453
With exception of the Riverfort loan facility, the above listed payables are
all unsecured. Due to the short-term nature of current payables, their
carrying values approximate their fair value.
RiverFort Loan Facility
On 8 November 2024, Ariana Resources plc, together with its subsidiary
Rockover Holdings Limited (as principal borrower) and various other
subsidiaries (as co-borrowers) entered into a loan agreement with RiverFort,
securing a funding facility of US$5,000,000. The loan carries a 15% annual
interest rate, with an original repayment period of 18 months and final
maturity date of 8 July 2026. To date, Rockover has drawn down US$2,000,000
under the facility. This advance has been recognised as a financial liability
measured at amortised cost, reflecting net funding received after transaction
costs. The agreement includes a share settlement mechanism, allowing both
parties to settle portions of the loan through equity issuance, subject to
agreed conditions.
During the six-month period to 30 June 2025, Rockover repaid its first loan
instalment of US$125,000, due on 8 February 2025. Following a facility
amendment in March 2025, monthly repayments were paused. On 24 June 2025,
Rockover entered into a revised loan agreement, which included a second
reprofile fee of US$250,000, contractually committed in June and payable
within three trading days of the planned ASX listing. This fee, reflecting
compensation for deferred capital repayments and increased credit exposure,
was recognised in the June 2025 accounts, notwithstanding its settlement
occurring post-IPO.
As agreed under the Deed of Amendment dated 24 June 2025, the outstanding
balance was to be reduced using proceeds from the ASX Public Offer. Subsequent
to the reporting date, the Company confirms that US$1,266,780.82 was repaid in
September 2025, representing partial settlement of the outstanding balance,
including the reprofile fee. Following this repayment, the remaining balance
stands at US$1,000,000. Monthly repayments under the revised facility are
deferred until November 2025 (12 months after the initial drawdown), with the
outstanding amount to be repaid in full over a 13-month schedule, concluding
in November 2026.
Riverfort has secured its position in the loan agreement through the issue of
a debenture, which was registered at Companies House on 8 November 2024. This
debenture grants Riverfort a fixed and floating charge over certain assets of
Rockover.
14. Non-current payables
30 June 2025 30 June 2024 31 December 2024
Group Group Group
£'000 £'000 £'000
Long-term loan finance 280 - 655
Provision for employee benefits 70 - 78
350 - 733
Long-term loan finance includes the portion of monthly repayments due under
the revised RiverFort loan facility for the period July 2026 to 8 November
2026, comprising five remaining instalments of US$76,923.
These payments form part of the deferred principal balance of US$1,000,000, as
agreed under the Deed of Amendment dated 24 June 2025. The revised schedule
reflects the updated repayment structure agreed with RiverFort and is
consistent with the Group's recognition of long-term financial liabilities.
15. Called up share capital and share premium
Allotted, issued and fully paid 0.1p shares Number of shares Share Capital £'000 Share Premium
£'000
In issue at 1 January 2024 1,146,363,330 1,147 2,207
Issue of merger shares (note 5) 687,817,998 687 14,788
In issue at 30 June 2024 & 31 December 2024 1,834,181,328 1,834 16,995
Issue of shares during period 109,768,953 110 1,729
In issue at 30 June 2025 1,943,950,281 1,944 18,724
In January 2025, the Company issued 28,880,000 ordinary shares to Newmont
Ventures Limited, raising £686,000 in net proceeds.
Subsequently, at the end of March 2025, the Company completed a share
placement and retail offer, issuing 80,888,953 ordinary shares and raising net
proceeds of £1,126,000, after deduction of broker commission and associated
costs.
16. Share Options
During the period, the Company recognised a fair value charge of £117,271
relating to 25,000,000 share options granted under the Funding Agreement with
RiverFort. The Black-Scholes valuation was based on the following inputs:
The exercise price of these four-year options was £0.0150, with an expected
volatility of 49.52%, and using an expected dividend yield of nil, and a
risk-free interest rate of 4.21%, gives rise to a fair value of £0.0046 per
option, or £117,271 in total, which was recognised in full with a
corresponding credit to the share option reserve.
On 24 June 2025, the Company amended the terms of these options as follows:
• The exercise price was reset to match the placing price of the
Qualifying Raise in the forthcoming ASX listing.
• The expiry date was extended to 8 September 2025.
• The options remain subject to escrow restrictions until 12
November 2025, in line with ASX listing requirements.
These options were granted at no cost to RiverFort as part of the broader
refinancing arrangement and continue to confer subscription rights under the
revised terms. There is no contractual obligation or expectation of cash
settlement, and the transaction remains classified as equity-settled in
accordance with IFRS 2. A revaluation of the options and associated charge
will be recalculated post these Interim accounts.
17. Post balance sheet
On 10 September 2025, the Company successfully completed a dual listing on the
Australian Securities Exchange ("ASX") under ticker code AA2, issuing CHESS
Depositary Interests (CDIs) representing ordinary shares of the Company. Each
CDI corresponds to ten existing ordinary shares.
(a) Under the ASX Offer, the Group raised A$11 million (approximately £5.3
million) in gross proceeds through the issuance of 39,285,714 CDIs to eligible
investors. An additional 157,062 CDIs were issued under a separate Director
Offer. The CDIs represent a total of 394,427,760 new ordinary shares of 0.1
pence each, issued at an effective price of 1.34 pence per share, based on an
exchange rate of £1.00 = A$2.07.
The Company issued 4,444,444 CDI share options to the Lead Manager as part of
their fee in connection with the ASX listing.
Following the ASX admission, the Company's issued share capital consisted of
2,338,378,041 ordinary shares, each carrying one voting right. The issuance of
CDIs does not constitute a new class of equity. The underlying shares rank
pari passu with existing ordinary shares and holders of either instrument have
equivalent economic rights, including dividends and voting (subject to
conversion mechanics) across both markets.
(b) The Company confirms that it has repaid US$1,266,780.82 (£938,716.26) as
a partial repayment under the RiverFort Facility, with US$1 million
(£741,025) remaining outstanding. The outstanding amount (including interest)
will be either repaid in cash in full in accordance with the repayment
schedule or converted into Shares or CDIs in accordance with the conversion
rights under the RiverFort Facility.
18. Approval of interim financial statements
The interim financial statements were approved by the Board of Directors on 26
September 2025.
Compliance Statements
The information in this announcement relating to Mineral Resources and Ore
Reserves has been reported by the Company in accordance with the 2012 Edition
of the 'Australasian Code for Reporting of Exploration results, Mineral
Resources and Ore Reserves' (JORC Code) previously (refer to the Company's
replacement prospectus which was released to the ASX market platform on 8
September 2025 (Prospectus) and is available on the Company website at
http://www.arianaresources.com/ (http://www.arianaresources.com/) ) (Previous
Market Announcement). The Company confirms that it is not aware of any new
information or data that materially affects the information included in the
Previous Market Announcement and, in the case of estimates of Mineral
Resources and Ore Reserves, that all material assumptions and technical
parameters underpinning the estimates in the Previous Market Announcement
continue to apply and have not materially changed.
The information in this announcement that relates to the Dokwe PFS production
target, or the forecast financial information derived from that production
target was first reported on the ASX in the Previous Market Announcement. The
Company confirms that all the material assumptions underpinning the production
target, and the forecast financial information derived from the production
target, in the Previous Market Announcement continue to apply and have not
materially changed.
Competent Persons Statement
The information in the Investment Overview Section of the prospectus (included
at Section 3), the Company and Projects Overview (included at Section 5), and
the Independent Geologist's Report (included at Annexure A of the prospectus),
which relate to exploration targets, exploration results, mineral resources,
Ore Reserves and forward looking financial information is based on, and fairly
represents, information and supporting documentation prepared by Alfred
Gillman, Ruth Woodcock, Izak van Coller, Hovhannes Hovhannisyan (together, the
JORC Competent People), and Richard John Siddle, Andrew Bamber and Daniel Van
Heerdan (together, the Qualified People). Refer to the Independent Geologist's
Report for further information in relation to the information compiled by each
of the JORC Competent People and the Qualified People, their professional
memberships, their relevant qualifications and experience and their
relationship with the Company.
The Company confirms that the form and context in which the Competent Persons'
findings are presented have not been materially modified from the Previous
Market Announcement.
Forward looking statements and disclaimer
This announcement contains certain "forward-looking statements".
Forward-looking statements can generally be identified by the use of forward
looking words such as "forecast", "likely", "believe", "future", "project",
"opinion", "guidance", "should", "could", "target", "propose", "to be",
"foresee", "aim", "may", "will", "expect", "intend", "plan", "estimate",
"anticipate", "continue", "indicative" and "guidance", and other similar words
and expressions, which may include, without limitation, statements regarding
plans, strategies and objectives of management, anticipated production dates,
expected costs or production outputs for the Company, based on (among other
things) its estimates of future production of the Projects.
To the extent that this document contains forward-looking information
(including forward-looking statements, opinions or estimates), the
forward-looking information is subject to a number of risk factors, including
those generally associated with the gold exploration, mining and production
businesses. Any such forward-looking statement also inherently involves known
and unknown risks, uncertainties and other factors that may cause actual
results, performance and achievements to be materially greater or less than
estimated. These factors may include, but are not limited to, changes in
commodity prices, foreign exchange fluctuations, general economic and share
market conditions, increased costs and demand for production inputs, the
speculative nature of exploration and project development (including the risks
of obtaining necessary licenses and permits and diminishing quantities or
grades of reserves), changes to the regulatory framework within which the
Company operates or may in the future operate, environmental conditions
including extreme weather conditions, geological and geotechnical events, and
environmental issues, and the recruitment and retention of key personnel.
- ENDS -
The Board of Ariana Resources plc has approved this announcement and
authorised its release.
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
Shaw and Partners (Lead Manager - ASX) Tel: +61 (0)2 9238 1268
Damien Gullone
Yellow Jersey PR Limited (Financial PR) Tel: +44 (0) 7983 521 488
Dom Barretto / Shivantha Thambirajah / arianaresources@yellowjerseypr.com (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.
About Ariana Resources plc:
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.
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