ARIANA RESOURCES PLC — Capital/Financing Update 2025

Dec 21, 2025

Appendix 3B - Proposed issue of securities

Announcement Summary

Entity name
ARIANA RESOURCES PLC

Announcement Type
New announcement

Date of this announcement
22/12/2025

The Proposed issue is:
A placement or other type of issue

Total number of +securities proposed to be issued for a placement or other type of issue

ASX +security code	+Security description	Maximum Number of +securities to be issued
New class-code to be confirmed	CDI options exercisable at $0.50 expiring 31 Dec 2027	13,333,333
New class-code to be confirmed	CDI options exercisable at $0.50 expiring 31 Dec 2027	533,333
New class-code to be confirmed	CDI options exercisable at $0.50 expiring 31 Dec 2027	1,666,667
New class-code to be confirmed	CDI options exercisable at $0.50 expiring 31 Dec 2027	3,333,333
AA2	CHESS DEPOSITARY INTERESTS 1:10	10,000,000

Proposed +issue date
30/6/2026

Refer to next page for full details of the announcement

Appendix 3B - Proposed issue of securities

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Appendix 3B - Proposed issue of securities

Part 1 - Entity and announcement details

1.1 Name of +Entity

ARIANA RESOURCES PLC

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

ABN

Registration Number

32681342334

1.3 ASX issuer code

AA2

1.4 The announcement is

New announcement

1.5 Date of this announcement

22/12/2025

1.6 The Proposed issue is:

A placement or other type of issue

Appendix 3B - Proposed issue of securities

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Appendix 3B - Proposed issue of securities

Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis?
Yes

7A.1a Conditions

Approval/Condition	Date for determination	Is the date estimated or actual?	** Approval received/condition met?
+Security holder approval	29/5/2026	Estimated

Comments
Subject to Ariana shareholder approval under ASX Listing Rule 7.1 and any other shareholder approval requirements under the AIM Rules and English law

Part 7B - Issue details

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)?
New class
Will the proposed issue of this +security include an offer of attaching +securities?
No

Details of +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them)

Have you received confirmation from ASX that the terms of the proposed +securities are appropriate and equitable under listing rule 6.1?
No
Will the entity be seeking quotation of the 'new' class of +securities on ASX?
No

ASX +security code	+Security description
New class-code to be confirmed	CDI options exercisable at $0.50 expiring 31 Dec 2027

+Security type
Options

Appendix 3B - Proposed issue of securities

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Appendix 3B - Proposed issue of securities

Number of +securities proposed to be issued
13,333,333

Offer price details
Are the +securities proposed to be issued being issued for a cash consideration?
No

Please describe the consideration being provided for the +securities
Issued to Xinhai (or its nominees) upon the completion of Tranche 1 of the Investment (refer to ASX Announcement 22 Dec 2025)

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities
0.000001

Will all the +securities issued in this class rank equally in all respects from their issue date?
Yes

Options details

+Security currency
AUD - Australian Dollar

Exercise price
AUD 0.5000

Expiry date
31/12/2027

Details of the type of +security that will be issued if the option is exercised
AA2: CHESS DEPOSITARY INTERESTS 1:10

Number of securities that will be issued if the option is exercised
One fully paid CDI

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.
Refer to ASX Announcement 22 Dec 2025

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)?
New class

Will the proposed issue of this +security include an offer of attaching +securities?
No

Details of +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them)

Have you received confirmation from ASX that the terms of the proposed +securities are appropriate and equitable under listing rule 6.1?
Will the entity be seeking quotation of the 'new' class of +securities on ASX?
No

Appendix 3B - Proposed issue of securities

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Appendix 3B - Proposed issue of securities

No

ASX +security code
+Security description

New class-code to be confirmed
CDI options exercisable at $0.50 expiring 31 Dec 2027

+Security type

Options

Number of +securities proposed to be issued
533,333

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration?
No

Please describe the consideration being provided for the +securities
CDI options attaching to the CDIs issued to corporate advisers for management and success fees in relation to the
Tranche 1 investment, in lieu of cash consideration.

Please provide an estimate of the AUD equivalent of the consideration being
provided for the +securities
0.0000001

Will all the +securities issued in this class rank equally in all respects from
their issue date?
Yes

Options details

+Security currency
Exercise price
Expiry date

AUD - Australian Dollar
AUD 0.5000
31/12/2027

Details of the type of +security that will be issued if the option is exercised
AA2 : CHESS DEPOSITARY INTERESTS 1:10

Number of securities that will be issued if the option is exercised
One fully paid CDI

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities
proposed to be issued or provide the information by separate announcement.
Refer to ASX Announcement 22 Dec 2025

Is the proposed security a 'New
class' (+securities in a class that is
not yet quoted or recorded by ASX)
or an 'Existing class' (additional
securities in a class that is already
quoted or recorded by ASX)?
Existing class

Will the proposed issue of this
+security include an offer of
attaching +securities?
Yes

Appendix 3B - Proposed issue of securities

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Appendix 3B - Proposed issue of securities

Details of +securities proposed to be issued

ASX +security code and description
AA2 : CHESS DEPOSITARY INTERESTS 1:10

Number of +securities proposed to be issued
3,333,333

Offer price details
Are the +securities proposed to be issued being issued for a cash consideration?
No

Please describe the consideration being provided for the +securities
Metallurgical Sampling and Testwork (MST) on the Dokwe Project, Xinhai will provide MST services, based on a programme to be agreed, valued at A$1,000,000.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities
1,000,000.000000

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class?
Yes

Attaching +Security

Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)?
New class

Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)

Details of attaching +securities proposed to be issued
ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them)

Have you received confirmation from ASX that the terms of the proposed +securities are appropriate and equitable under listing rule 6.1?
No

Will the entity be seeking quotation of the 'new' class of +securities on ASX?
No

ASX +security code	+Security description
New class-code to be confirmed	CDI options exercisable at $0.50 expiring 31 Dec 2027

+Security type
Options

Number of +securities proposed to be issued
1,666,667

Offer price details
Are the +securities proposed to be issued being issued for a cash consideration?

Appendix 3B - Proposed issue of securities

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Appendix 3B - Proposed issue of securities

No

Please describe the consideration being provided for the +securities

Issued to Xinhai (or its nominees) upon the completion of Tranche 2 of the Investment (refer to ASX Announcement 22 Dec 2025)

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

0.000001

Will all the +securities issued in this class rank equally in all respects from their issue date?

Yes

Options details

+Security currency

AUD - Australian Dollar

Exercise price

AUD 0.5000

Expiry date

31/12/2027

Details of the type of +security that will be issued if the option is exercised

AA2 : CHESS DEPOSITARY INTERESTS 1:10

Number of securities that will be issued if the option is exercised

One fully paid CDI

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

Refer to ASX Announcement 22 Dec 2025

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)?

Existing class

Will the proposed issue of this +security include an offer of attaching +securities?

Yes

Details of +securities proposed to be issued

ASX +security code and description

AA2 : CHESS DEPOSITARY INTERESTS 1:10

Number of +securities proposed to be issued

6,666,667

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration?

No

Appendix 3B - Proposed issue of securities

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Appendix 3B - Proposed issue of securities

Please describe the consideration being provided for the +securities

For the Definitive Feasibility Study (DFS) on the Dokwe Project, Xinhai will provide technical services, based on a budget to be agreed but nominally valued at up to A$2,000,000.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

2,000,000.000000

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class?

Yes

Attaching +Security

Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)?

New class

Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)

Details of attaching +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them)

Have you received confirmation from ASX that the terms of the proposed +securities are appropriate and equitable under listing rule 6.1?

No

Will the entity be seeking quotation of the 'new' class of +securities on ASX?

No

ASX +security code	+Security description
New class-code to be confirmed	CDI options exercisable at $0.50 expiring 31 Dec 2027

+Security type

Options

Number of +securities proposed to be issued

3,333,333

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration?

No

Please describe the consideration being provided for the +securities

Issued to Xinhai (or its nominees) upon the completion of Tranche 3 of the Investment (refer to ASX Announcement 22 Dec 2025)

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

0.000001

Will all the +securities issued in this class rank equally in all respects from their issue date?

Yes

Appendix 3B - Proposed issue of securities

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Appendix 3B - Proposed issue of securities

Options details

+Security currency
AUD - Australian Dollar

Exercise price
AUD 0.5000

Expiry date
31/12/2027

Details of the type of +security that will be issued if the option is exercised
AA2 : CHESS DEPOSITARY INTERESTS 1:10

Number of securities that will be issued if the option is exercised
One fully paid CDI

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.
Refer to ASX Announcement 22 Dec 2025

Part 7C - Timetable

7C.1 Proposed +issue date
30/6/2026

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1?
Yes

7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1
29/5/2026

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue?
No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules?
No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow?
No

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue?
Yes

7E.1a Who is the lead manager/broker?
Hongmen Capital Holdings Pty Ltd & Shaw and Partners Limited

Appendix 3B - Proposed issue of securities

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Appendix 3B - Proposed issue of securities

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?
6% of the total amount of share equity capital raised

7E.2 Is the proposed issue to be underwritten?
No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities
Tranche 1: General working capital purposes
Tranche 2: Metallurgical Sampling and Testwork on the Dokwe Project
Tranche 3: Technical services for the DFS on the Dokwe Project.

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds?
No

7F.2 Any other information the entity wishes to provide about the proposed issue

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of:
The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

Appendix 3B - Proposed issue of securities