REG - Ariana Resources PLC - Sale of 13.6% Interest in Zenit for US$19.5m Cash

Ariana ResourcesAnnouncement

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RNS Number : 6888E  Ariana Resources PLC  18 May 2026

 

18 May 2026

AIM: AAU

Sale of 13.6% Interest in Zenit for US$19.5 million in Cash

Ariana Resources plc (AIM: AAU, ASX: AA2, "Ariana" or "the Company"), the
mineral exploration and development company with gold project interests in
Africa and Europe, is pleased to advise that it has agreed to sell 13.6% out
of its 23.5% interest in Zenit Madencilik San. ve Tic. A.Ş. ("Zenit") to
existing Zenit shareholder Özaltin Holding A.Ş. ("Özaltin").

Highlights:

·    13.6% interest in Zenit sold to Özaltin for gross cash proceeds of
US$19.5 million equating to an estimated c.US$17.2 million after local taxes
("Sale").

·    Ariana retains a 9.9% interest in Zenit, for which the terms of the
Sale imply a value of US$14.2 million, and is entitled to dividends when
declared by Zenit, in addition to continued board representation.

·    Completion occurred on the 15 May 2026, and the proceeds have been
received by the Company; pro-forma cash and investments now of A$53m
(£29m) 1  (#_ftn1) and no debt.

·   Net sale proceeds provide significant non-dilutionary funding as
Ariana progresses its Feasibility Study at the 100% owned 1.1Moz 2  (#_ftn2)
Dokwe Gold Project in Zimbabwe ("Dokwe").

·    Zenit is making preparations for a local public listing and advancing
its strategy in Türkiye accordingly.

Dr. Kerim Sener, Managing Director, commented:

"We are delighted to have reached this agreement with Özaltın to partially
monetise our interest in Zenit at a strategically important point in Ariana's
growth trajectory. The transaction reflects our disciplined capital allocation
strategy and active portfolio optimisation, with a clear focus on accelerating
the development of the flagship Dokwe Gold Project while minimising
shareholder dilution.

"Zenit is a mature, cash-generative minority investment in producing
operations. This transaction crystallises significant embedded value from that
holding while retaining meaningful upside exposure, enabling Ariana to
redeploy capital into a potentially company-making, 100%-owned gold
development project with long-term growth potential.

"Dokwe is a transformational asset for Ariana, which represents a large-scale,
long-life asset, underpinned by strong economics, as demonstrated in the
pre-feasibility study update announced in 2025. As the project advances, it
continues to attract significant industry interest.

"This transaction, which is now complete and not subject to further approvals
of any kind, provides substantial non-dilutive funding to support the rapid
advancement of Dokwe through feasibility and development, strengthening our
balance sheet and preserving shareholder value amid increasingly uncertain
global macro-economic conditions."

Material Terms of the Sale Agreement

 

Under the sale agreement, the Company, through its wholly-owned Turkish
subsidiary, Galata Mineral Madencilik San. ve Tic. A.Ş. ("Galata") was to
transfer to Özaltın a total of 136,000,000 registered shares in Zenit,
comprising 10,500,000 Class A shares and 125,500,000 Class D shares, each with
a nominal value of TRY 1.00 ("Transfer Shares"). The Transfer Shares represent
13.6% of Zenit's total issued share capital.

 

Following completion of the transaction, Galata retains 60,000,000 Class A and
39,000,000 Class D shares in Zenit, representing a 9.9% interest in Zenit's
total issued share capital. Özaltın is an existing shareholder of Zenit,
currently holding a 53% interest.

 

The aggregate consideration ("Consideration") for the Transfer Shares received
by Ariana was US$19,500,000, payable in cash. Completion of the sale and
receipt of the Consideration was scheduled to occur on or before 20 May 2026,
but concluded on the same day as the completion of the agreement on the 15 May
2026. The Consideration was received in full, and the transfer of the Transfer
Shares occurred simultaneously with payment.

 

Interest in Zenit and the Financial Effect of the Sale

 

Zenit is an investment in Türkiye, of which Ariana currently holds 23.5%.
Zenit is operated by Proccea Construction Co., which also holds a 23.5%
interest, with the remaining 53% owned by Özaltin Holding A.Ş. Zenit
operates the Kiziltepe and Tavşan gold-silver mines and the Salinbaş
development project in addition to a number of other gold prospects in
Türkiye.

 

Up to 30 June 2025, the Ariana Group recognised its 23.5% share of Zenit's
profit or loss within the Consolidated Income Statement. Full information on
Zenit's financial performance up to this date was provided in the 2025 Annual
Report and Accounts (Note 6) and, based on Zenit's unaudited accounts, the
Group's share of profit relating to its 23.5% interest for that year was
£1,142,000.

 

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 provided a more appropriate and understandable
representation of the economic substance of the Group's interests. As at 31
December 2025, the Group carried its 23.5% interest in Zenit at £17.46
million, based on which the 13.6% interest now being sold was attributed a
fair value of £10.1 million. The net proceeds of the Sale are estimated at
c.US$17.2 million (£12.8m) and any profit or loss on disposal will be
reflected along with any other fair value adjustments in the next financial
statements. The Group received no dividends in respect of its interest in
Zenit during 2025, and none have been received during the current financial
year to date.

Dokwe Mineral Resource Estimate

 

Table 1: In-pit Mineral Resource Estimate for the Dokwe Gold Project

 PROJECT        CLASSIFICATION                        TONNAGE     GRADE      CONTAINED GOLD (oz)

(t)
(g/t Au)
                (REPORTING CUT-OFF GRADE 0.3g/t Au)
 Dokwe North    Measured                              17,309,000  1.06       592,000
                Indicated                             18,562,000  0.90       537,000
                Inferred                              7,095,000   0.82       187,000
                Total                                 42,966,000  0.95       1,316,000
 Dokwe Central  Indicated                             1,811,000   1.60       93,000
                Inferred                              120,000     1.69       7,000
                Total                                 1,931,000   1.61       100,000
 Total          Measured                              17,309,000  1.06       592,000
                Indicated                             20,373,000  0.96       631,000
                Inferred                              7,214,000   0.83       193,000
 TOTAL                                                44,896,000  0.98       1,416,000

 

 PROJECT        CLASSIFICATION                        TONNAGE     GRADE      CONTAINED GOLD (oz)

(t)
(g/t Au)
                (REPORTING CUT-OFF GRADE 0.6g/t Au)
 Dokwe North    Measured                              10,220,000  1.50       493,000
                Indicated                             8,260,000   1.50       399,000
                Inferred                              3,123,000   1.33       134,000
                Total                                 21,604,000  1.48       1,025,000
 Dokwe Central  Indicated                             1,207,000   2.19       85,000
                Inferred                              98,000      1.98       6,000
                Total                                 1,306,000   2.18       91,000
 Total          Measured                              10,220,000  1.50       493,000
                Indicated                             9,468,000   1.59       484,000
                Inferred                              3,222,000   1.35       140,000
 TOTAL                                                22,909,000  1.52       1,116,000

Notes:

1.   The Dokwe Mineral Resource Estimate is reported in accordance with the
2012 JORC Code. Reported using cut-offs grades of 0.3g/t Au and 0.6g/t Au As
at 4 March 2025.

2.   Refer to sections 4.8.5 and 4.8.6 of the IGR for further information
regarding the Dokwe Mineral Resource Estimate including information required
by ASX Listing Rule 5.8.

3.    The Dokwe Mineral Resource Estimate is inclusive of Reserves.

 

- 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 Atkins, Non-Executive Chairman            info@arianaresources.com

 Dr Kerim Sener, Managing Director

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

 (Nominated Adviser)

 Roland Cornish / Felicity Geidt

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

 Harry Ansell / Katy Mitchell

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

 Guy Wheatley

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

 Dom Barretto / Shivantha Thambirajah              arianaresources@yellowjerseypr.com

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

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

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

 (Lead Manager - ASX)

 Damien Gullone

Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated
Adviser and is authorised and regulated by the FCA. Beaumont Cornish's
responsibilities as the Company's Nominated Adviser, including a
responsibility to advise and guide the Company on its responsibilities under
the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed
solely to the London Stock Exchange. Beaumont Cornish is not acting for and
will not be responsible to any other persons for providing protections
afforded to customers of Beaumont Cornish nor for advising them in relation to
the proposed arrangements described in this announcement or any matter
referred to in it.

 

About Ariana Resources:

Ariana is a mineral exploration and development 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 operations 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.

 1  (#_ftnref1) Excludes 76% interest in Western Tethyan Resources Ltd, 61% of
Venus Minerals Ltd and other minority interests.

 2  (#_ftnref2) For Mineral Resource Estimate please see Table 1.

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