RNS Number : 7070Y
Ariana Resources PLC
31 March 2026
31 March 2026
AIM: AAU
ASX: AA2
Final Audited Results for the Year Ended 31 December 2025
Ariana Resources plc ("Ariana" or "the Company"), the AIM-listed mineral exploration and development company with gold mining interests in Africa and Europe, announces its audited results for the year ended 31 December 2025.
The Report and Accounts will be posted to shareholders as applicable and are available on the Company's website.
In accordance with Rule 20 of the AIM Rules, Ariana Resources confirms that the annual report and accounts for the year ended 31 December 2025 will be available to view on the Company's website and will be posted to shareholders. The AGM will be held on 29 May 2026, at 10.30 a.m. at East India Club, 16 St James's Square, London, SW1Y 4LH.
Chairman's Statement
The past year has been one of significant progress for Ariana, achieved against a backdrop of considerable global economic and geopolitical uncertainty. Despite periods of macroeconomic volatility during 2025, the strong performance of precious metals, particularly gold, which rose by more than 70% to record levels, has reinforced the strategic value of high-quality gold assets. Continued geopolitical tension and uncertainty surrounding global monetary systems have further strengthened gold's role as a safe-haven asset, creating a favourable environment for well-positioned project developers such as Ariana.
During this period, Ariana successfully completed its debut listing on the Australian Securities Exchange ("ASX") in September 2025. The listing was accompanied by the largest capital raising in the Company's history and significantly strengthened the Company's balance sheet. This milestone provides Ariana with enhanced access to international capital markets and has enabled the continued accelerated development of its flagship Dokwe Gold Project in Zimbabwe.
The commissioning of the Tavşan Gold Mine during the second half of 2025 marked an important step in maintaining output for Zenit Mining Operations in Türkiye. Tavşan is now in production and is expected to deliver production levels comparable to the historical output of the Kiziltepe Mine, while maintaining all-in sustaining costs broadly in line with industry averages. Ongoing exploration drilling continues to test extensions to the known mineralisation, with encouraging results suggesting potential to extend the forecast eight-year total mine life.
Exploration and technical work at the Dokwe Gold Project continued to deliver positive results during 2025. Drilling and soil sampling programmes identified new gold anomalism and further enhanced the overall understanding of the project's mineralised system. These results reinforce our view that Dokwe represents part of a potentially world-class gold district with considerable development potential. During the year, the Company continued with a range of technical studies aimed at accelerating project development through the feasibility stage and positioning Dokwe as Ariana's next major producing asset.
An important contributor to the efficiency of our exploration programmes has been the successful implementation of DetectORETM technology at the Dokwe site. This system provides near-real-time gold analytical data, allowing field teams to evaluate drilling results within approximately 48 hours. The technology significantly improves decision-making during drilling campaigns, enhances operational efficiency and reduces exploration costs. I would like to acknowledge the outstanding work of Ariana's geological team in implementing and utilising this capability.
Collaboration with industry partners remains central to Ariana's development strategy. During the year, we welcomed the Xinhai Group as a new shareholder and development partner for the Dokwe Project. Xinhai brings extensive engineering, technical and mine development expertise, and we look forward to working closely with their team on the accelerated development of the project. Initially, Xinhai will provide technical services in relation to a Metallurgical Sampling and Testwork Programme and the completion of a Definitive Feasibility Study of Dokwe, under the management of Ariana.
Reflecting the Company's continued growth, Ariana strengthened its Board during the year. Michael Atkins joined the Board in mid-2025 and brings extensive experience across both the mining and financial sectors, including significant work in southern Africa. Michael has already made a valuable contribution, particularly in supporting the Company's ASX listing. John Zhang is also joining the Board as Xinhai's representative following their investment in Ariana. John will bring considerable experience in minerals processing, mining equipment supply and project development and will play an important role as we advance the Dokwe Project.
As the Company evolves, it is also important to recognise those who have contributed to Ariana's success over many years. In particular, I would like to acknowledge Erhan Şener, who has retired after a long and distinguished 20-year career with the Company. Erhan has been instrumental in building Ariana's operations in Türkiye from early exploration through to successful gold production, and his contribution to the Company's development has been exceptional.
The broader mining industry also marked the passing of Dr Richard Viljoen during the year, a pioneering geologist whose work on komatiite-hosted mineral systems has had a lasting influence on our understanding of greenstone belt evolution and gold mineralisation in terranes such as those being developed by Ariana in Zimbabwe. In recognition of the importance of supporting future generations of geoscientists, Ariana continues to support the Richard Osman Scholarship at the Camborne School of Mines.
The achievements of the past year would not have been possible without the dedication of Ariana's employees, advisers and partners. We also extend our appreciation to our partners in Türkiye for their continued operational excellence, including the successful commissioning of Tavşan and the ongoing management of the Zenit operations.
On behalf of the Board, I would like to thank our shareholders and stakeholders for their continued support. With gold and silver production continuing in Türkiye, a strengthened capital position following our ASX listing, and the advancing Dokwe development project in Zimbabwe, Ariana is well-positioned for its next phase of growth.
We look forward to welcoming shareholders at the upcoming Annual General Meeting.
Michael de Villiers
Chairman
Outlook
Looking ahead through 2026, Ariana remains well-positioned to continue its evolution as a diversified multi-asset exploration and development company. Following the commencement of heap-leach processing at the Tavşan, production from Zenit Mining Operations is expected to provide important financial support for the advancement of the Company's broader portfolio.
A central priority for the Company will be the continued advancement of the Dokwe Gold Project toward production. With its favourable project economics, large-scale resource base and potential for expansion through exploration, Dokwe represents a transformational opportunity within the Company's portfolio and provides an exceptional foundation for long-term growth.
At the same time, the Company is expecting to witness further development of its interest in the Turkish operations and pursue opportunities to unlock additional value within its broader portfolio of investments, including the advancement of its exploration interests across south-eastern Europe.
Social and environmental licence to operate remains a core component of the Company's approach and has been a vital, yet infrequently recognised, factor in our project development success to date. Community engagement processes continue to be strengthened, and environmental and social considerations are integrated into project planning from the earliest stages of our exploration and development programmes.
With a disciplined approach to capital allocation, strong technical capabilities and an exceptional track record of project development, Ariana enters the next phase of robust growth and a clear strategic focus.
Financial Review
The Directors are pleased to report a strengthened Consolidated Statement of Financial Position as at 31 December 2025. Cash and cash equivalents increased significantly to £5.4m (2024: £0.9m), following the successful ASX listing in September and the strategic investment completed with Xinhai in December. This also enabled the Group to reduce the RiverFort loan facility, with the remaining balance being repayable over the next reporting period (post-period end, converted in full to Ordinary Shares). The Group's investment in Zenit is now recognised at £17.5m following its remeasurement to fair value as at 30 June 2025. Capitalised exploration and evaluation assets across Türkiye, Zimbabwe and Kosovo increased to £19.3m (2024: £18.1m), primarily driven by an increased focus and investment in the Dokwe Gold Project in Zimbabwe.
The Directors report a loss before tax of £12.4m for the year (2024: profit of £2.7m), which is primarily driven by a change in the accounting treatment of the Group's interest in Zenit. During the year, the Group's reporting structure evolved to reflect its portfolio more appropriately. Up to 30 June 2025, the Group recognised its 23.5% share of Zenit's profit or loss within the Consolidated Income Statement. From 1 July 2025, the Group ceased applying the equity method and now measures its interest in Zenit as a financial asset at fair value through profit or loss. This change provides a more appropriate and understandable representation of the economic substance of the Group's interests. As a result of this reclassification, there was a cumulative non-cash loss of £10.9m (£4.1m loss on remeasurement to fair value and a £6.8m recycled foreign currency translation loss) recognised within the Consolidated Income Statement for the year ended 31 December 2025.
Other comprehensive income for the year comprised a £3.8m gain to the translation reserve (2024: £3.7m gain), reflecting the impact of foreign currency movements across the Group's international operations.
The Directors remain confident that the Group is well‑funded to deliver its planned exploration programmes and continue advancing its diversified portfolio.
- 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 Michael de Villiers, Chairman Dr. Kerim Sener, Managing Director
Tel: +44 (0) 20 3476 2080
Beaumont Cornish Limited (Nominated Adviser) Roland Cornish / Felicity Geidt
Tel: +44 (0) 20 7628 3396
Zeus Capital (Joint Broker) Harry Ansell / Katy Mitchell Fortified Securities (Joint Broker) Guy Wheatley Yellow Jersey PR Limited (UK Financial PR) Dom Barretto / Shivantha Thambirajah M&C Partners (Aus Financial PR) Christina Granger / Ben Henri Shaw and Partners Limited (Lead Manager - ASX) Damien Gullone
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.
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.
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2025
Continuing operations
Note
2025 £'000
2024 £'000
Administrative costs (net of exchange gains)
4a
(2,288)
(2,737)
General exploration expenditure
(265)
(167)
Operating loss
4b
(2,553)
(2,904)
Profit on disposal of gold bullion backed bank accounts
5a
-
170
Fair value loss on listed investments through profit or loss
13
(10)
(134)
Share of profit of associate accounted for using the equity method
6c
1,142
5,688
Share of loss of associate accounted for using the equity method
6b
(69)
(316)
Loss on remeasurement to fair value
6c
(4,129)
-
Recycled foreign currency translation loss on loss of significant influence
6c
(6,751)
-
Foreign exchange gain on translation of financial asset measured at fair value
6c
3532
-
Finance costs
5b
(410)
(34)
Other income
578
77
Investment income
14
164
(Loss) /Profit before tax
(12,356)
2,711
Taxation
8
(4)
(19)
(Loss) /Profit for the year from continuing operations
(12,360)
2,692
Earnings per share (pence) attributable to equity holders of the company
Basic and diluted
10
(0.01)
0.18
Other comprehensive income
Items that are or may be reclassified subsequently to profit or loss:
Exchange differences on translating foreign operations
3,820
3,726
Other comprehensive income for the year net of income tax
3,820
3,726
Total comprehensive (Loss) /Profit for the year
(8,540)
6,418
Consolidated Statement of Financial Position
For the year ended 31 December 2025
Note
2025 £'000
2024 £'000
Assets Non-current assets
Trade and other receivables
16
-
238
Financial assets at fair value through profit or loss
13
664
617
Intangible assets
11
75
93
Land, property, plant and equipment
12
155
227
Investment in associates accounted for using the equity method
6a-c
2,075
23,479
Financial asset at fair value
6d
17,460
-
Exploration expenditure
14
19,309
18,122
Earn-In advances
14a
-
755
Total non-current assets
39,738
43,531
Current assets
Trade and other receivables
17
1,312
1,149
Cash and cash equivalents
5,436
913
Total current assets
6,748
2,062
Total assets
46,486
45,593
Equity
Called up share capital
19
2,616
1,834
Share premium
19
26,386
16,995
Share option reserve
19
332
-
Other reserves
720
720
Translation reserve
(9,602)
(13,422)
Retained earnings
24,780
37,140
Total equity attributable to equity holders of the parent
45,232
43,267
Non-controlling interest
140
140
Total equity
45,372
43,407
Liabilities
Current liabilities
Trade and other payables
18a
1,029
1,453
Total current liabilities
1,029
1,453
Non-current liabilities
Other financial liabilities and provisions
18b
85
733
Total non-current liabilities
85
733
Total equity and liabilities
46,486
45,593
Company Statement of Financial Position
For the year ended 31 December 2025
Note
2025 £'000
2024 £'000
Assets Non-current assets
Trade and other receivables
16
4,614
1,578
Investments in group undertakings
15a
16,652
16,194
Investment in associate accounted for using the equity method
6
2,075
2,144
Total non-current assets
23,341
19,916
Current assets
Trade and other receivables
17
473
239
Cash and cash equivalents
5,150
-
Total current assets
5,623
239
Total assets
28,964
20,155
Equity
Called up share capital
19
2,616
1,834
Share premium
19
26,386
16,995
Share option reserve
19
332
-
Retained earnings
(676)
1,300
Total equity
28,658
20,129
Liabilities
Current liabilities
Trade and other payables
18a
306
26
Total current liabilities
306
26
Total equity and liabilities
28,964
20,155
Consolidated Statement of Changes in Equity
For the year ended 31 December 2025
Share capital £'000
Share premium £'000
Other reserves £'000
Translation reserve £'000
Retained earnings £'000
Share option reserve £'000
Total attributable to equity holders of parent £'000
Non- controlling interest £'000
Total £'000
Changes in equity to 31 December 2024
Balance at 1 January 2024
1,147
2,207
720
(17,148)
34,448
-
21,374
140
21,514
Profit for the year
-
-
-
-
2,692
-
2,692
-
2,692
Other comprehensive income
-
-
-
3,726
-
-
3,726
-
3,726
Total comprehensive income
-
-
-
3,726
2,692
-
6,418
-
6,418
Issue of ordinary shares
687
14,788
-
-
-
-
15,475
-
15,475
Balance at 31 December 2024
1,834
16,995
720
(13,422)
37,140
-
43,267
140
43,407
Changes in equity to 31 December 2025
Loss for the year
-
-
-
-
(12,360)
-
(12,360)
-
(12,360)
Other comprehensive income
-
-
-
3,820
-
-
3,820
-
3,820
Total comprehensive income
-
-
-
3,820
(12,360)
-
(8,540)
-
(8,540)
Issue of ordinary shares
782
9,391
-
-
-
-
10,173
-
10,173
Issue of share options
-
-
-
-
-
332
332
-
332
Transactions with owners
782
9,391
-
-
-
332
10,505
-
10,505
Balance at 31 December 2025
2,616
26,386
720
(9,602)
24,780
332
45,232
140
45,372
Company Statement of Changes in Equity
For the year ended 31 December 2025
Share capital £'000
Share premium £'000
Share option reserve £'000
Retained earnings £'000
Total £'000
Changes in equity to 31 December 2024
Balance at 1 January 2024
1,147
2,207
-
3,130
6,484
Loss for the year
-
-
-
(1,830)
(1,830)
Total comprehensive income
-
-
-
(1,830)
(1,830)
Issue of ordinary shares
687
14,788
-
-
15,475
Balance at 31 December 2024
1,834
16,995
-
1,300
20,129
Changes in equity to 31 December 2025
Loss for the year
-
-
-
(1,976)
(1,976)
Total comprehensive income
-
-
-
(1,976)
(1,976)
Issue of ordinary shares
782
9,391
-
-
10,173
Issue of share options
-
-
332
-
332
Transactions with owners
782
9,391
332
-
10,505
Balance at 31 December 2025
2,616
26,386
332
(676)
28,658
Consolidated Statement of Cash Flows
For the year ended 31 December 2025
2025 £'000
2025 £'000
2024 £'000
2024 £'000
Cash flows from operating activities
(Loss)/Profit for the year
(12,360)
2,692
Adjustments for:
Depreciation of non-current assets
79
119
Share of profit in equity accounted associate
(1,142)
(5,688)
Write down of exploration asset
125
-
Share of loss in equity accounted associate
69
316
Fair value loss on listed investments
27
134
Profit on disposal of gold bullion backed bank accounts
-
(170)
Share options
332
-
Profit on disposal of property, plant and equipment
(41)
-
Recycled foreign translation loss
6,751
-
Loss on remeasurement to fair value
3,777
-
Finance costs
410
34
Investment income
(14)
(164)
Consultancy fees received in shares
(33)
(135)
Professional fees settled in shares
104
-
Income tax expense
4
19
Total adjustments for non-cash items
10,448
(5,535)
Movement in working capital
(1,912)
(2,843)
Increase in trade and other receivables
(437)
(132)
Decrease in trade and other payables
(226)
(60)
Cash outflow from operating activities
(2,575)
(3,035)
Taxation paid
-
(57)
Net cash used in operating activities
(2,575)
(3,092)
Cash flows from investing activities
Earn-In Advances
-
(339)
Purchase of land, property, plant and equipment
(52)
(15)
Payments for intangible and exploration assets
(1,375)
(1,059)
Proceeds from disposal of gold bullion backed bank accounts
-
1,759
Purchase of associate investment
-
(75)
Purchase of financial assets at fair value through profit or loss
(40)
(121)
Proceeds from disposals
50
-
Loan granted to associate
(92)
(220)
Investment income
-
164
Net cash (used in)/generated from investing activities
(1,495)
94
Cash flows from financing activities
Issue of share capital (net of expenses)
9,910
-
15,475
-
Less adjustment for non-cash consideration
-
-
(15,475)
-
Loan Interest and similar charges
(229)
-
-
-
Loan repayments
(1,039)
-
-
-
Loan advance (net of up-front commission)
-
-
1,498
-
Net cash generated from financing activities
8,642
1,498
Net Increase/(decrease) in cash and cash equivalents
4,572
(1,500)
Cash and cash equivalents at beginning of year
913
2,517
Exchange adjustment on cash and cash equivalents
(49)
(104)
Cash and cash equivalents at end of year
5,436
913
Company Statement of Cash Flows
For the year ended 31 December 2025
2025 £'000
2025 £'000
2024 £'000
2024 £'000
Cash flows from operating activities
(Loss) for the year
(1,976)
-
Adjustments for:
Share options
332
-
-
Share of loss in equity accounted associate
69
-
-
Fees settled in shares
104
-
-
Investment income
4
-
-
Total adjustments for non-cash items
509
-
-
Movement in working capital
(1,467)
-
-
Increase in trade and other receivables
(147)
-
-
Decrease in trade and other payables
285
-
-
Cash outflow from operating activities
(1,329)
-
-
Net cash (used in) operating activities
(1,329)
-
-
Cash flows from investing activities
Funding provided to subsidiaries
(3,427)
-
-
Investment income
(4)
-
-
Net cash (used in) investing activities
(3,431)
-
-
Cash flows from financing activities
Issue of share capital (net of expenses)
9,910
-
-
Net cash generated from financing activities
9,910
-
-
Net increase in cash and cash equivalents
5,150
-
-
Cash and cash equivalents at beginning of year
-
-
-
Cash and cash equivalents at end of year
5,150
-
-
The Company did not maintain its own bank account prior to the year ended 31 December 2025. Following the successful listing of the Company on the ASX in 2025, dedicated banking facilities were established to support operations. As a result, the Company had no opening cash balance and no comparative cash flow information for the year ended 31 December 2024.
1a. General Information
Ariana Resources PLC (the "Company") is a public limited company incorporated, domiciled and registered in the UK. The registered number is 05403426 and the registered address is
2nd Floor, Regis House, 45 King William Street, London, EC4R 9AN.
The Company's shares are listed on the Alternative Investment Market of the London Stock Exchange and commenced trading on the Australian Securities Exchange on the 10th September 2025. The principal activities of the Company and its subsidiaries (together the "Group") are related to the exploration for and development of gold and other mineral resources, principally in southern Africa and south-eastern Europe.
The consolidated financial statements are presented in Pounds Sterling (£) rounded to the nearest thousand (£'000) unless otherwise stated, which is the parent company's functional and presentation currency, and all values are rounded to the nearest thousand except where otherwise indicated. The financial information has been prepared on the historical cost basis modified to include revaluation to fair value of certain financial instruments and the recognition of net assets acquired including contingent liabilities assumed through business combinations at their fair value on the acquisition date modified by the revaluation of certain items, as stated in the accounting policies.
1b. Basis of Preparation
The Group financial statements have been prepared and approved by the Directors in accordance with UK-adopted International Accounting Standards and effective for the Group's reporting for the year ended 31 December 2025.
The separate financial statements of the Company are presented as required by the Companies Act 2006. As permitted by that Act, the separate financial statements have been prepared in accordance with UK-adopted International Accounting Standards. These financial statements have been prepared under the historical cost convention (except for financial assets at FVOCI) and the accounting policies have been applied consistently throughout the period.
1c. Going Concern
These financial statements have been prepared on the going concern basis.
The Directors are mindful that there is an ongoing need to monitor overheads and the costs associated with delivering on its strategy and the exploration programmes being undertaken across its portfolio. The Group has no bank facilities and has been meeting its working capital requirements from cash resources and a US$5 million loan facility entered into with Riverford Global Opportunities PCC Limited ("RiverFort") in November 2024, from which US$2 million was initially drawn down. RiverFort is a specialist alternative finance provider rather than a traditional bank, and the terms of the facility were assessed by the Directors as appropriate for the Group's funding needs.
Following the Company's successful ASX listing in September 2025 and the subsequent A$8 million strategic investment completed in December 2025, the Group's liquidity position improved materially, with cash at 31 December 2025 increasing to £5.44 million. A portion of the listing proceeds was applied to reduce the RiverFort loan by US$1.27 million, with the remaining balance repayable over monthly instalments falling due within the next reporting date (post-period end the outstanding balance was converted in full in to Ordinary Shares).
During the year, the Group's reporting structure evolved to reflect its portfolio more appropriately. Certain interests are now accounted for as equity‑accounted associates, with the Group recognising its share of their results and expected cash flows in accordance with IAS 28. In addition, the Group's interest in Zenit is now recognised as an investment measured at fair value following the change in valuation approach. These changes do not alter the Group's underlying cash position but provide a more appropriate representation of the economic substance of its interests.
The Directors have prepared cash flow forecasts for the period to 30 April 2027 based on their assessment of the prospects of the Group's operations. These forecasts incorporate expected future cash flows from the Group's equity‑accounted associates and Investments, normal operating costs, and both discretionary and non‑discretionary exploration and development expenditure. Based on these forecasts, together with the Group's improved cash flow position following the ASX listing and subsequent fundraising, the Directors consider that the Group has adequate financial resources to meet its expected obligations and to deliver its planned work programmes for the forthcoming year.
In preparing these financial statements, the Directors have considered all of the above matters and, on the basis of the Group's current liquidity, expected operational cash flows and the revised reporting structure, they believe that it remains appropriate to prepare the financial statements on a going concern basis.
4. Administrative costs & Operating loss
4a. Administrative costs totalling £2,288,000 (2024: £2,737,000) are stated following significant exchange gains amounting to £500,000 (2024: £217,000).
These gains originated primarily from the group's wholly owned subsidiary Galata Mineral Madencilik San. ve Tic. A.Ş. ("Galata"), mainly due to the appreciation against the Turkish Lira of the US Dollar and Sterling. Upon retranslation into Galata's functional currency, US Dollar and Sterling-denominated assets held by Galata, including bank accounts, and trade receivables, experienced an increase in their Turkish Lira asset valuations, resulting in a corresponding exchange gain for the year ending 31 December 2025.
4b. The operating loss is stated after charging/(crediting):
2025 £'000
2024 £'000
Depreciation and amortisation
78
119
Office lease rentals
6
6
Exceptional exchange (gain) in Türkiye
(500)
(217)
Net foreign exchange losses
82
4
Fees payable to the Company's auditor for the audit of the Group's and Company's annual accounts
79
60
Fees payable to the Company's auditor for other services: - The audit of the Company's subsidiaries
25
35
5a. Gold Bullion Backed Bank Accounts
In the previous year, the Group disposed of its gold‑backed investment holdings in order to fund operating activities. The disposal generated a gain of £170,000, which was recognised in profit or loss within the statement of comprehensive income. Although the gold‑backed account was convertible to cash on demand, it was classified as a financial asset rather than as cash or cash equivalents because its value was linked to the market price of gold and therefore subject to significant price volatility, in accordance with IAS 7.
5b. Finance costs
2025 £'000
2024 £'000
Interest payable
169
34
Exchange gain arising on retranslation of loan
(108)
-
Amortisation of first arrangement fee
87
-
Cost of modification of facility and reprofile fee
262
-
410
34
On 24 June 2025, Rockover Holdings Limited entered into a revised loan agreement with RiverFort. The amendment was assessed as a substantial modification resulting in the derecognition of the original financial liability. As a consequence, unamortised costs of US$120,000 carried forward from prior periods were recognised immediately in profit or loss.
In addition, a reprofile fee and associated restructuring fees totalling £262,000 were recognised as an expense on modification. These amounts represented compensation to the lender for restructuring the facility and for the increased credit exposure arising from the revised terms. These fees were treated as costs of modifying the existing financial liability and were not capitalised as transaction costs of a new instrument.
6. Equity accounted Investments
The Group and Company's investments comprise the following:
Associates and joint ventures companies
Note
Group 2025 £'000
Company 2025 £'000
Group 2024 £'000
Company 2024 £'000
Associate Interest in Pontid Madencilik San. ve Tic. A.S. ("Pontid") b/fwd
-
-
4,139
-
Transfer of Pontid to Zenit during the year
-
-
(4,139)
-
Associated Interest in Pontid after reorganisation
6a
-
-
-
-
Associate Interest in Venus Minerals Ltd ("Venus")
6b
2,075
2,075
2,144
2,144
Associate Interest in Zenit Madencilik San. ve Tic. A.Ş. ("Zenit") b/fwd
21,335
-
7,305
-
Pontid transfer of reserves to Zenit
-
-
4,139
-
Increase in share of profits in Zenit during the year
1,142
-
9,891
-
Discontinuation of equity accounting
(22,477)
-
-
-
Associate Interest in Zenit
6c
-
-
21,335
-
Group and Company carrying amount of equity accounted investments as at 31 December 2025 & 2024
2,075
2,075
23,479
2,144
6a Associate Interest in Pontid Madencilik San. ve Tic. A.S. ("Pontid")
During the prior year, the combination of Zenit Madencilik San. ve Tic. A.Ş. ("Zenit") and Pontid Madencilik San. ve Tic. A.S. ("Pontid") was completed such that all interests in Kiziltepe, Tavşan and Salinbas are now held through the 23.5% share of Zenit.
The original cost of investment amounting to £4,139m has been reallocated to Zenit.
6b Share of loss of associate interest in Venus Minerals Ltd
The Company's shareholding in Venus increased from 58% to 61% during the prior year, following the conversion of additional finance into equity.
The Ariana Board recognises 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. Accordingly, the Group continues to recognise its share of Venus's profit or loss in the consolidated statement of comprehensive income. On this basis, the Ariana Board believes it appropriate to continue to use the equity method of accounting for its investment in Venus, as set out in note 1v.
The Group and Company accounts for its associate interest in Venus using the equity method in accordance with IAS 28 (revised).
The results set out below includes the Group's and Company's share of loss for the year to 31 December 2025.
Group 2025 £'000
Company 2025 £'000
Group 2024 £'000
Company 2024 £'000
Equity accounted Associate interest
Equity accounted Associate interest
Equity accounted Associate interest
Equity accounted Associate interest
At 1 January 2025
2,144
2,144
2,035
2,035
Equity acquired
-
-
425
425
Share of loss since significant influence recognised by Group and Company
(69)
(69)
(316)
(316)
At 31 December 2025
2,075
2,075
2,144
2,144
6c Share of profit of associate and fair value interest in Zenit Madencilik San. ve Tic. A.Ş. ("Zenit")
The Group previously accounted for its 23.5% interest in Zenit Madencilik San. ve Tic. A.Ş. ("Zenit") using the equity method in accordance with IAS 28. Up to 30 June 2025, the Group recognised its share of Zenit's profit or loss and other comprehensive income based on the established ownership structure, under which profits were shared 23.5% to the Group, 23.5% to Proccea and 53% to Özaltin Holding A.S. Zenit is incorporated in Ankara, Türkiye, where it also maintains its principal place of business.
From 1 July 2025, the Group ceased applying the equity method and now measures its interest in Zenit as a financial asset at fair value through profit or loss in accordance with IFRS 9, as set out in note 1v. This change reflects the revised governance arrangements and the Group's updated assessment of its ability to exercise significant influence over Zenit. Accordingly, the carrying amount of the investment at 30 June 2025 under IAS 28 was reclassified and treated as the opening fair value for subsequent measurement under IFRS 9.
Zenit had previously prepared its consolidated audited financial statements for the year ended 31 December 2024 in accordance with International Financial Reporting Standards for the first time. As Türkiye is classified as a hyperinflationary economy under IAS 29, Zenit has applied inflation accounting, restating non‑monetary items, equity balances and income statement components to reflect the impact of high inflation. These adjustments have resulted in significant uplifts in asset valuations, particularly within property, plant and equipment, and have affected depreciation, amortisation and deferred tax calculations. Zenit has consolidated its subsidiaries Zenit Global, Pontid, Çamyol and Proje A in accordance with IFRS 10, eliminating all intercompany balances and transactions.
A summary of Zenit's translated unaudited financial statements for the six‑month period ended 30 June 2025 is presented below, together with comparative information for the prior year. From 1 July 2025, following the reassessment of the Group's ability to exercise significant influence, the investment in Zenit is measured at fair value.
Consolidated Statement of Comprehensive Income For the six month period ended 30 June 2025 and comparative annual year to 31st December 2024
Group position - Six months to 30th June 2025
Company position as previous stated for the year to 31st December 2024
2025 £'000
2024 £'000
Revenue
20,652
45,936
Cost of sales
(14,912)
(25,848)
Gross Profit
5,740
20,088
Administrative and other expenditure
(3,654)
(4,666)
Inflation adjustments -restated non-monetary items, shareholders' equity, and income statement components
2,757
(5,248)
Provisions recognised for asset retirement obligation
4,469
(4,930)
Operating profit
9,312
5,244
Other income
107
-
Finance expenses including foreign exchange losses
(1,082)
(1,081)
Finance income including foreign exchange gains
922
3,196
Profit before tax
9,259
7,359
Taxation charge (including deferred taxation)
(4,400)
(2,015)
Profit for the year
4,859
5,344
Proportion of the Group's profit share
23.50%
23.50%
Group's share of profit for the year
1,142
1,256
Prior period profits - restatement following adoption of IFRS & Inflation accounting
-
4,432
Group's share of profit for the year including prior year restatement
1,142
5,688
Consolidated Statement of financial position As at 30th June 2025 and 31st December 2024
Group position - six months to 30th June 2025
Company position as previous stated for the year to 31st December 2024
2025 £'000
2024 £'000
Non-current assets (including Kiziltepe Gold Mine and Tavşan Mine in construction)
109,053
100,756
Current assets including cash and cash equivalents
15,089
23,439
Current liabilities (including proportion of bank loan)
(26,036)
(24,131)
Non-current liabilities (including bank loan)
(7,736)
(9,276)
Equity
90,370
90,788
Proportion of Group's ownership
23.5%
23.5%
Carrying amount of Investment as at 30th June 2025 and 31st December 2024
21,236
21,335
9. Loss of parent Company
As permitted by Section 408 of the Companies Act 2006, the statement of comprehensive income of the parent Company is not presented as part of these financial statements.
The parent Company's loss for the financial year was £1,976,000 (2024: Loss £1,830,000).
10. Earnings per share on continuing operations
The calculation of basic profit/(loss) per share is based on the Loss attributable to ordinary shareholders of £12,360,000 (2024: Profit £2,692,000) divided by the weighted average number of shares in issue during the year, being shares 2,038,475,036 (2024: 1,500,636,710). As the Company reported a loss for the year, the effect of all potential ordinary shares is anti-dilutive. Accordingly, diluted loss per share is equal to basic loss per share.
13. Financial assets at fair value through profit or loss
Group and Company
Group £'000
At 1 January 2024
883
Additions
256
Fair value adjustment
(134)
Exchange movement
(72)
Reclassification to cost of investment following business combination
(316)
At 31 December 2024
617
Additions
73
Fair value adjustment
(10)
Exchange movement
(16)
At 31 December 2025
664
Carrying value
At 31 December 2024
617
At 31 December 2025
664
During the year, the Group's wholly owned subsidiary, Asgard Metals Pty. Ltd., continued with its investment strategy, with the acquisition of both listed and unlisted investments.
As at 31 December 2025, due to a change in the market valuation of its listed securities, a fair value loss has been reflected in these accounts. The market valuation of listed securities at the balance sheet date amounted to £75,000 (level 1 hierarchy). Unlisted securities, where fair value cannot be reliably measured, continue to be valued at cost less impairment and amounted to £589,000 (level 3 hierarchy) at the balance sheet date.
The fair value disclosures in this note relate solely to the Group's other financial assets and liabilities. The Group's investment in Zenit, which is measured at fair value through profit or loss, is disclosed separately in Note 6(d) and is therefore excluded from the amounts presented above.
14a. Earn In expenditure
£'000
Cost or Valuation
At 1 January 2024
416
Additions
339
At 31 December 2024
755
Reclassification of Earn In Advances (note 14a)
(755)
At 31 December 2025
-
Net book value
At 31 December 2024
755
At 31 December 2025
-
The Group's 76.36% owned subsidiary, Western Tethyan Resources Limited ("WTR"), entered into an option and earn-in agreement with Avrupa Minerals Limited, 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.
14b. Exploration assets
Exploration expenditure
£'000
Cost or Valuation
At 1 January 2024
1,085
Additions
733
Business acquisition during the year
16,262
Exchange movement
42
At 31 December 2024
18,122
Additions
1,534
Reclassification of Earn In Advances (note 14a)
755
Write down of Exploration Licence
(125)
Exchange movement
(977)
At 31 December 2025
19,309
Net book value
At 31 December 2024
18,122
At 31 December 2025
19,309
The Group, through its subsidiary and associate undertakings holds a portfolio of exploration licences and mining claims across Zimbabwe, Türkiye, Cyprus and Kosovo. During the year, £1,534,000 was capitalised as exploration and evaluation expenditure (2024: £733,000). Capitalised costs include direct project expenditure together with an appropriate allocation of staff and administrative costs that are directly attributable to exploration activities.
The technical feasibility and commercial viability of extracting mineral resource is not yet demonstrable in the above locations. The Group has reviewed the carrying value of exploration assets and concluded that no indicators of impairment existed at the reporting date.
15a. Investments in Group undertakings
Company
Shares in Group undertakings £'000
At 1 January 2024
377
Addition - share exchange following acquisition of Rockover Holdings Limited
15,817
At 31 December 2024
16,194
Additions
300
Restructuring of holding
158
At 31 December 2025
16,652
A strategic options study for the Dokwe Project in Zimbabwe was settled through the issue of ordinary shares to Whittle Equity Pty Ltd as Trustee for the Whittle Investment Trust, with a total value of £158,660. The price per share was consistent with the share placement and retail offer completed in March 2025. This cost has been capitalised within the carrying amount of the Dokwe exploration and evaluation asset, as it directly relates to the assessment of the project's technical and economic potential. Additionally, the Company completed the internal purchase of the remaining 1.96% equity interest in Rockover Holdings Limited, representing the residual interest retained by Asgard Metals Pty Ltd under the prior‑year acquisition structure. The consideration for this final minority interest was US$400,000, resulting in Ariana obtaining full (100%) ownership of Rockover Holdings Limited.
The Company's investments at the balance sheet date comprise ownership of the ordinary share capital of the following companies:
Subsidiaries
Ownership
Country of incorporation
Nature of business
Address
Ariana Exploration & Development Limited
100%
United Kingdom
Exploration
2nd Floor, Regis House, 45 King William Street, London, EC4R 9AN
Rockover Holdings Limited
100%
British Virgin Islands
Holding Company
Trident Chambers PO Box 146, Road Town, Tortola, BVI
Canister Resources (Pvt) Limited
100%
Zimbabwe
Exploration
44 Princess Drive, Newlands, Harare, Zimbabwe
Ariana Exploration & Development Limited's investments at the balance sheet date comprise the following companies:
Beytepe Mah. 1815 Sokak No: 36 06800, Çankaya, Ankara, Türkiye
Greater Pontides Exploration B.V.
100%
Netherlands
Holding company
Herengracht 500, 1017 CB Amsterdam, Netherlands
Asgard Metals Pty. Ltd.
100%
Australia
Exploration
Unit 27, 18 Stirling Highway, Nedlands, WA 6009, Australia
Western Tethyan Resources Ltd
76.36%
United Kingdom
Holding company
2nd Floor, Regis House, 45 King William Street, London, EC4R 9AN
Kosovo Mineral Resources LLC
100% owned by WTR Ltd
Republic of Kosovo
Exploration
Rr Ali Vitia Kalabri Bll.A-Lam-B. Nr.19 Prishtine, Kosova
AVU Kosovo LLC
51% owned by WTR Ltd
Republic of Kosovo
Exploration
Rr Ali Vitia Kalabri Bll.A-Lam-B. Nr.19 Prishtine, Kosova
Kosovo Mining Ventures LLC
100% owned by WTR Ltd
Republic of Kosovo
Exploration
Rr Ali Vitia Kalabri Bll.A-Lam-B. Nr.19 Prishtine, Kosova
Angros Resources LLC
100% owned by WTR Ltd
Republic of Kosovo
Exploration
Rr Ali Vitia Kalabri Bll.A-Lam-B. Nr.19 Prishtine, Kosova
North Macedonia Mineral Resources LLC
100% owned by WTR Ltd
North Macedonia
Exploration
Rr Ali Vitia Kalabri Bll.A-Lam-B. Nr.19 Prishtine, Kosova
Bulgaria Mineral Resources LLC
100% owned by WTR Ltd
Bulgaria
Exploration
Rr Ali Vitia Kalabri Bll.A-Lam-B. Nr.19 Prishtine, Kosova
In Western Tethyan Resources Limited, the non-controlling interest remained unchanged at 23.64%. At the balance sheet date this interest remained unchanged at £140,000 (2024: £140,000). The Group continues to absorb all losses incurred by all subsidiaries since incorporation.
Kosovo Mining Ventures LLC, Angros Resources LLC, North Macedonia Mineral Resources LLC & Bulgaria Minerals Resources LLC are all 100% owned subsidiaries of Western Tethyan Resources Ltd. These entities had limited transactions during the year, ahead of pending licence applications in Kosovo, North Macedonia and Bulgaria.
15b. Investments in Group undertakings - 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.
The combination resulted in the acquisition of the Dokwe Gold Project in Zimbabwe. Since the acquisition, Ariana has maintained its policy of valuing exploration and evaluation assets at cost per IFRS 6. Fair value measurements were not used for the early-stage Dokwe Gold Project, in accordance with industry practice.
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 £15.445 million.
Current assets comprised other receivables of £17,000 and cash at bank of £169,000.
These were offset by current liabilities of £336,000.
The total net assets acquired amounted to £15.302 million. The residual £817,000, representing the excess of consideration over net assets, was capitalised as goodwill within the exploration asset.
Accordingly, the Group recognised a total of £16.12 million in net assets following the acquisition, consistent across both the 30 June 2024 and 31 December 2024 reporting dates, with no changes reported as at 31 December 2025.
16. Non-current trade and other receivables
Group
Company
2025 £'000
2024 £'000
2025 £'000
2024 £'000
Amounts owed by Group undertakings
-
-
4,614
1,578
Amounts owed by associate interest
-
238
-
-
-
238
4,614
1,578
The amount owed to the Group relates to an instalment‑based, interest‑free loan arising from the disposal by Galata of its three remaining satellite projects to Zenit, repayable at US$50,000 per calendar month. In May 2023, the parties agreed to pause the instalment plan until the second mine at Tavşan became operational. Tavşan mine completed its first gold‑silver doré pour during December 2025, marking the transition from development into initial production. With operations now underway and cash generation commencing, the Group expects repayment of the outstanding loan balance from Zenit within the next financial year. In light of the expected repayment profile, the carrying value of the loan has been reclassified to current assets at year‑end.
The Directors have assessed that the future fair value return on settlement of this debt is not materially different from the carrying value shown above.
17. Trade and other receivables
Group
Company
2025 £'000
2024 £'000
2025 £'000
2024 £'000
Other receivables
221
171
64
19
Loan and receivables
662
-
-
-
Amounts owed by associate interest
-
437
-
-
Loan to associate interest
312
220
312
220
Prepayments
147
321
97
-
1,312
1,149
473
239
During the year, the Group ceased to have significant influence over Zenit, and the entity is no longer classified as an associate. Accordingly, the receivable previously disclosed as Amounts owed by associate interest has been reclassified to Loans and Receivables. The balance at 31 December 2025 is £632,000 (2024: £437,000).
The carrying values of other receivables and amounts owed by associate interest approximate their fair values as these balances are expected to be cash settled in the near future.
18a. Trade and other payables
Group
Company
2025 £'000
2024 £'000
2025 £'000
2024 £'000
Trade and other payables
129
297
94
20
Social security and other taxes
14
36
-
-
Short term Loan finance
629
843
-
-
Other creditors and advances
15
77
-
-
Accruals and deferred income
242
200
212
6
1,029
1,453
306
26
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
Rockover repaid its first loan instalment of US$125,000 on 8 February 2025. Following a facility amendment in March 2025, scheduled monthly repayments were temporarily paused.
On 24 June 2025, Rockover entered into a revised loan agreement that introduced a second reprofile fee of US$250,000, contractually committed in June and payable within three trading days of the planned ASX listing. Under the Deed of Amendment dated 24 June 2025, the outstanding loan balance was partially settled using proceeds from the ASX Public Offer.
A total of US$1,266,780 (£938,716) was applied against the balance, inclusive of the reprofile fee. Two further monthly instalments were settled in November 2025 and December 2025.
The remaining loan balance is repayable through 11 monthly instalments of US$76,923. These amounts are presented as current liabilities, reflecting contractual maturities falling due within twelve months of the reporting date.
RiverFort had 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 Holdings Limited (principal borrower) and the Co-Borrowers (Ariana Resources PLC, Ariana Exploration & Development Limited, Asgard Metals Pty Ltd & Canister Resources (Pvt) Limited).
The loan facility is subject to financial risks, which are assessed and disclosed under note 25. Subsequent to the year end date the loan facility for RiverFort has been settled in full and details are disclosed in note 24 under post year end events.
18b. Other financial liabilities and provisions
Group
Company
2025 £'000
2024 £'000
2025 £'000
2024 £'000
Long-term loan finance (see note 18a)
-
655
-
-
Provision for employee benefits
85
78
-
-
85
733
-
-
22. Contingent liabilities
The Group previously disclosed contingent tax matters relating to the disposals of Çamyol and Zenit. The exempt gains arising from these disposals have since been transferred to equity through a capital increase funded from internal resources, in accordance with Turkish Corporate Tax Law. As a result, the exemption relating to Çamyol has been fully utilised and no contingent tax exposure remains. A portion of the exempt gain relating to Zenit has also been transferred to equity, and no contingent liability remains in respect of Zenit.
24. Post year end events
During February 2026, the Company discharged on behalf of Rockover Holdings Limited the outstanding loan balance of US$782,575.08 through the issuing of 40,435,311 ordinary shares (4,043,531 CDIs). in accordance with the loan terms and pricing under the Facility Agreement.
These results are audited, however the information does not constitute statutory accounts as defined under section 434 of the Companies Act 2006. The consolidated statement of financial position at 31 December 2025 and the consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity and the consolidated cash flow statement for the year then ended have been extracted from the Group's 2025 statutory financial statements. Their report was unqualified and contained no statement under sections 498(2) or (3) of the Companies Act 2006. The financial statements for 2025 will be delivered to the Registrar of Companies.
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