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25 April 2024

AIM: AAU

CONDITIONAL TERMS AGREED FOR ACQUISITION BY MERGER WITH ROCKOVER

INTENTION TO DUAL-LIST THE COMPANY ON ASX DURING 2024

Ariana Resources plc (“Ariana” or “the Company”), the AIM-listed mineral exploration and development company with gold mining interests in Europe, is pleased to announce that it has entered into a conditional merger agreement to acquire 100% of Rockover Holdings Limited (“Rockover”) in which Ariana (through its wholly-owned subsidiary Asgard Metals Pty. Ltd. (“Asgard”)) currently holds circa 2.1%. Rockover owns 100% of the c.1.3Moz Dokwe Gold Project in Zimbabwe (“Dokwe”).

Highlights:

·    Ariana has entered into a conditional Merger Implementation Agreement (“MIA”) to effect an all-share merger of Ariana and Rockover, based on a merger ratio in the enlarged entity of 62.5% Ariana existing shareholders and 37.5% Rockover existing shareholders (other than the 2.1% Ariana currently holds in Rockover); the enlarged Company will continue to be known as Ariana Resources Plc (“Merger”).

·    Based on the merger ratio, Ariana would issue 687,817,998 new ordinary shares of 0.1p each (“Merger Shares”) to acquire the shares in Rockover not already owned.

·    Dokwe North contains 1.21Moz in JORC 2012 (AIM compliant reporting standard) Measured, Indicated and Inferred Resources, including 0.8Moz in Proven and Probable Reserves; Dokwe Central contains 80,000oz in JORC 2004 Indicated and Inferred Resources (non-compliant with AIM reporting standards and hence should be treated with caution).

·    Pre-Feasibility Study (2022) economic results on the Reserves provide for a mine life of 13 years at a post-tax NPV₁₀ of US$72 million and an IRR of 25% at a gold price of US$1,650/oz; economic model currently being revised and will be announced in due course.

·   Due-diligence diamond drilling programme providing several significant initial intercepts, including higher grade intercepts of 45m @ 2.75 g/t Au, containing higher grade zones of 15m @ 4.53 g/t Au and 12.1m @ 4.15 g/t Au; results conform with historical data and further assays are underway.

·    The MIA is subject to material conditions including technical, financial and legal due diligence, Ariana and Rockover Shareholder approval and compliance with the requirements of The Takeover Code and the AIM Rules.

·    The new ordinary Shares to be issued by Ariana in connection with the Merger will be subject to lock-in and/or orderly market arrangements in accordance with the Material Terms of the MIA summarised below.

·  It is envisaged that the Merger will be implemented by 28 June 2024 and further announcements will be made in due course.

·   Ariana intends to seek a dual-listing on the Australian Securities Exchange (“ASX”) to promote the opportunity to a broader range of potential investors.

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Dr. Kerim Sener, Managing Director, commented:

“We are thrilled to announce a significant milestone in Ariana’s history through securing this opportunity to acquire a major new gold development project and embarking on a new chapter by expanding beyond our well-established Turkish operations. Our team has achieved a huge amount in the successful delivery of this opportunity to our shareholders after many months of focused effort undertaken in the background to our other activities.

“The planned addition of the c.1.3Moz Dokwe Gold Project to our portfolio as a wholly-owned asset marks a substantial step toward our stated aim of establishing a global resource base of approximately 5Moz by 2025*. This transaction, based on a substantially derisked, feasibility stage project, which contains >95% of its JORC Compliant Mineral Resources in the Measured and Indicated categories aligns closely with our strategic objectives. Furthermore, the acquisition metrics of this project are very similar to our historic discovery cost, demonstrating that Dokwe represents an excellent value proposition.

“Based on a Pre-Feasibility Study completed for Dokwe in 2022, we anticipate advancing the Dokwe project towards production within the next three years, at a proposed annual production rate of 60,000oz increasing to potentially 100,000oz of gold over approximately ten years based on current Resources and Reserves.

“We already see opportunities to considerably grow the resource base at Dokwe at the defined deposit and more regionally across the Mining Claims. We are currently engaging with contractors and project consultants to commence the required feasibility work and associated resource expansion drilling as soon as the merger proceeds.

“The Company will be seeking shareholder approval for the transaction (subject to completion of satisfactory due diligence) at a General Meeting on a date to be announced. Further details will be provided in due course and we look forward to the ongoing support of our shareholders in the development of our next chapter.”

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For brevity, this summary has been abridged, to read the full news release, please click HERE