REG - Ariana Resources PLC - Term Sheet for Strategic Investment in Dokwe

Ariana ResourcesAnnouncement

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RNS Number : 7246K  Ariana Resources PLC  09 December 2025

 

9 December 2025

AIM: AAU

ASX: AA2

Term Sheet Agreed for Strategic Investment to Advance Dokwe towards Production

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 entered
into a strategic investment term sheet 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 ("Xinhai Strategic
Investment").

Highlights*:

·     Xinhai to make an A$8 million equity investment to be completed in
Ariana CDIs, inclusive of the payment of a A$500,000 signing fee, at a price
of A$0.30 per CDIs (Issue Price). The signing fee is paid on signing of the
term sheet.

·      Xinhai will provide technical services in relation to a
Metallurgical Sampling and Testwork Programme for A$1 million and complete the
Definitive Feasibility Study of Dokwe, under the management of Ariana, for up
to A$2 million to be paid in CDIs at the Issue Price.

·     Xinhai to be granted up to 18,333,333 options over CDIs on a 1
option per 2 CDI basis to acquire CDIs at A$0.50 per CDI exercisable until 31
December 2027.

·       The Definitive Agreements are expected to be completed by 31
January 2026.

·    Xinhai to nominate one member to the Ariana board following the
completion of the Definitive Agreements.

·      Up to a further A$2 million of equity may be raised through a
follow-on placement conducted by Shaw and Partners Limited on the same terms.

* Subject to and conditional on execution of Definitive Agreements and
satisfaction of other conditions precedent.

Dr. Kerim Sener, Managing Director, commented:

"We are very excited to be entering into this funding term sheet with Xinhai
at this pivotal time for our business. Xinhai has recognised the value of the
Dokwe Gold Project and the exploration and development capabilities of Ariana.
In turn, we recognise in Xinhai the opportunity to build a lasting partnership
capable of unlocking the value of Dokwe through the acceleration of the
feasibility study programme with a view to progressing Dokwe to production as
swiftly as possible. Xinhai has demonstrated significant capacity to undertake
large-scale projects, such as Dokwe, globally and has a substantial in-country
presence in Zimbabwe, undertaking a number of projects. We look forward to
developing our partnership with Xinhai in the years ahead and seeing Dokwe
through to production."

Mr. Yunlong Zhang, Chairman of Xinhai, commented:

"We are pleased to build a long-term partnership with Ariana Resources through
this strategic investment in the Dokwe Gold Project in Zimbabwe. This
initiative represents a significant step in Xinhai's commitment to developing
high-quality, long-life mineral assets in emerging resource regions. We
believe the project holds strong geological potential and aligns with our
vision of responsible, technology-driven growth. We look forward to combining
Xinhai's integrated EPC+M+O strengths with Ariana's regional expertise to
accelerate Dokwe toward development and long-term value creation. Importantly,
we are confident this collaboration will create long-term value for all
stakeholders and contribute positively to regional development."

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

 

Investment Summary

 

 Ariana has entered into a strategic investment term sheet with Xinhai. Xinhai
 has paid a non-refundable signing fee of A$500,000 to Ariana. The parties are
 now working towards finalising binding documentation for the strategic
 investment (Definitive Agreements).

 Subject to execution of the Definitive Agreements and satisfaction of other
 conditions precedent, Xinhai will make an investment worth up to A$11,000,000
 into Ariana, whereby Ariana will issue an aggregate of up to 36,666,667 CHESS
 Depositary Interests in Ariana (CDIs) at A$0.30 per CDI (the Issue Price),
 subject to Ariana shareholder approval (if required) and any other
 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 will invest A$8,000,000 in cash into Ariana in exchange for
 26,666,667 CDIs (Tranche 1 CDIs). Tranche 1 of the Investment is inclusive of
 a non-refundable A$500,000 signing-fee which will be made by Xinhai to Ariana
 to confer exclusivity for the completion of the Investment until January 2026.
 This fee will form part of Tranche 1 of the Investment once all investment
 conditions are satisfied including execution of the Definitive Agreements. In
 the event that the Definitive Agreements are not finalised and executed by 31
 January 2026, then this signing-fee shall be converted to CDIs at the Issue
 Price. On completion of the Tranche 1 investment Xinhai will be entitled to
 nominate for appointment to the Ariana Board, one director, with the initial
 nominee being Mr. John Zhang.

 Tranche 2: Xinhai will provide Metallurgical Sampling and Testwork ("MST")
 services based on a programme to be agreed for the Dokwe Project valued at
 A$1,000,000 to Ariana in exchange for 3,333,333 CDIs issued by Ariana (Tranche
 2 CDIs); and

 Tranche 3: Xinhai will provide technical services based on a budget to be
 agreed but nominally valued up to A$2,000,000 to complete a Definitive
 Feasibility Study ("DFS") for the Dokwe Project in exchange for up to
 6,666,667 CDIs issued by Ariana (Tranche 3 CDIs).

 All 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. The parties will separately, at the time of signing the Definitive
 Agreements, enter into a Technical Services Agreement relating to the work to
 be conducted for the Metallurgical Sampling and Testwork Programme and
 Definitive Feasibility Study of the Dokwe Project.

 Ariana will also grant Xinhai (or its nominees) options on the basis of 1 CDI
 Option for every 2 CDIs issued:

 ·    Upon completion of Tranche 1 of the Investment, 13,333,333 options to
 acquire CDIs at an exercise price of A$0.50 per CDI, exercisable until 31
 December 2027 (CDI Options);

 ·    Upon completion of Tranche 2 of the Investment, 1,666,667 CDI
 Options; and

 ·    Upon completion of Tranche 3 of the Investment, up to 3,333,333 CDI
 Options.

 Each tranche of CDI Options will be issued subject to Ariana shareholder
 approval under ASX Listing Rule 7.1 and any other shareholder approval
 requirements under the AIM Rules and English law.

 

The binding agreement to issue 1,666,667 CDIs (and the underlying 16,666,670
common shares) on conversion of the A$500,000 signing fee reduces Ariana's
available placement capacity under ASX Listing Rule 7.1.

 

As there is no binding agreement to complete the remainder of the Investment
at this stage, the remainder of Tranche 1 and Tranches 2 and 3 of the
Investment do not affect Ariana's available placement capacity under ASX
Listing Rule 7.1 at this stage. On entry into the Definitive Agreements,
Ariana will confirm the placement capacity impact of the Investment. However,
it is expected that some of Tranche 1 of the Investment may be issued under
Ariana's available placement capacity under ASX Listing Rule 7.1, with the
remainder of Tranche 1 and all of Tranches 2 and 3 to be issued subject to
Ariana shareholder approval under ASX Listing Rule 7.1 (as well as any other
shareholder approval requirements under the AIM Rules and English law).

 

Each tranche of CDI Options will be issued subject to Ariana 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.

 

In addition to the above Investment, Ariana has provided Shaw and Partners
Limited (Shaw), the opportunity to raise an additional A$2 million (on the
same terms as Tranche 1 of the Investment by Xinhai) to respect the existing
mandate that Ariana has with Shaw following the successful IPO, and subject to
completion of the Tranche 1 Investment by Xinhai. Confirmation of such
additional placement commitment by Shaws will be advised to the market within
the next 10 business days. There is no certainty that the follow-on placement
will proceed.

 

Ariana 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.

 

About Xinhai

Founded in 1997, Shandong Xinhai Mining Technology & Equipment Inc.
(www.xinhaimining.com (http://www.xinhaimining.com) ) has grown into an
integrated EPC+M+O mining solutions provider with end-to-end capabilities
across engineering, procurement, construction, project management and
operations. Leveraging two manufacturing hubs, an in-house metallurgical
testing and research centre, and a global workforce of more than 1,300
employees, Xinhai delivers standardised, scalable and cost-efficient solutions
to mining projects worldwide.

The company has served nearly 2,500 mines across multiple jurisdictions and
executed over 600 EPC+M+O projects, establishing a differentiated position in
full-cycle mine development. Xinhai's operating model integrates metallurgical
research capability, engineering expertise, manufacturing capacity and
lifecycle management to support clients in developing modern, energy-efficient
and commercially sustainable operations.

Xinhai has an established track record in Zimbabwe, having completed the
feasibility, design and construction of a 2 Mtpa lithium beneficiation plant
within 364 days, with a peak on-site workforce of over 1,000 personnel
(approximately 400 from China and 600 locally engaged) between June 2022 and
June 2023.

The company is currently completing its fully-owned gold processing plant in
Gweru, in central Zimbabwe, which is expected to commence operations in
January 2026, and which has been supported by a construction workforce of
approximately 130-180 personnel since May 2025.

The Board of Ariana 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

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

 Dom Barretto / Shivantha Thambirajah /            arianaresources@yellowjerseypr.com

 Bessie Elliot

 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 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.

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