ARIANA RESOURCES PLC

Share Issue/Capital Change • Sep 8, 2025

National Storage Mechanism | Additional information

RNS Number : 4450Y

Ariana Resources PLC

08 September 2025

8 September 2025

AIM: AAU

ASX: AA2

CORPORATE UPDATE

Dual Listing on Australian Securities Exchange (ASX)

Total Voting Rights

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 confirm that the Company has today been admitted to the Official List of the Australian Securities Exchange ("ASX").

Chess Depositary Interests over the Company's ordinary shares ("CDIs") will commence trading on ASX under the ticker "AA2" at 12:00PM AEST on Wednesday, 10 September 2025.  Each CDI represents 10 shares in the capital of the Company.  The issue of the CDIs will represent 394,427,760 new Ordinary Shares of 0.1 pence each in the capital of the Company ("New Ordinary Shares") at an effective price of 1.34p (based on an exchange rate of £1.00=A$2.07) per New Ordinary Share which on issue will represent approximately 16.87% of the enlarged issued share capital of the Company.

Application will be made for the New Ordinary Shares which on issue will rank pari passu in all respects with the existing Ordinary Shares in issue to be admitted to trading on AIM ("Admission") and Admission is now expected to become effective on 10 September 2025.

The Company's shares will continue to trade on the AIM market ("AIM") of the London Stock Exchange under the ticker "AAU".

In satisfaction of the pre-quotation disclosure announcements on ASX, various announcements have been released on the Company's ASX market platform ("Pre-Quotation Disclosure Announcements"). The Pre-Quotation Disclosure Announcements, including the Company's ASX corporate governance statement are available on the ASX website via www.asx.com.au/markets/company/AA2 and also on the Company's website under https://www.arianaresources.com/investors/regulatory-news. The material information included within the Pre-Quotation Disclosure Announcements is extracted below.

Where an amount is expressed as in A$ and £, or A$ and US$ the conversions are based on the following indicative exchanges rate of £1.00 = A$2.07, and £1.00 = US$1.35, respectively.

Proposed Exploration Programme and Development Plan

Set out below is a further breakdown of the Company's proposed exploration programme and development plan over the first 12 months following admission to the ASX ("Admission") with the amounts shown in A$ and £:

PROPOSED EXPLORATION PROGRAMME AND DEVELOPMENT PLAN (A$)
PHASE	ACTIVITY	ZIMBABWE				KOSOVO (SLIVOVA)	CYPRUS	TOTAL
---	---	---	---	---	---	---	---	---
DOKWE NORTH	DOKWE CENTRAL	REGIONAL	TOTAL
---	---	---	---	---	---	---	---	---
Target Generation	Research	-	-	-	-	-	10,000	10,000
Geological mapping	-	-	-	-	-	5,000	5,000
Geochemical surveys	-	-	-	-	-	20,000	20,000
Geophysics	-	-	-	-	-	20,000	20,000
SUB-TOTAL		-	-	-	-	-	55,000	55,000
Drill Programmes	RC Drilling	300,000	150,000	50,000	500,000	-	-	500,000
Diamond Drilling	1,250,000	750,000	-	2,000,000	-	-	2,000,000
SUB-TOTAL		1,550,000	900,000	50,000	2,500,000	-	-	2,500,000
FS Studies		700,000	300,000	-	1,000,000	200,000	125,000	1,325,000
EIA		-	-	-	-	200,000	20,000	220,000
SUB-TOTAL		700,000	300,000	-	1,000,000	400,000	145,000	1,545,000
TOTAL		2,250,000	1,200,000	50,000	3,500,000	400,000	200,000	4,100,000

PROPOSED EXPLORATION PROGRAMME AND DEVELOPMENT PLAN (£)
PHASE	ACTIVITY	ZIMBABWE				KOSOVO (SLIVOVA)	CYPRUS	TOTAL
---	---	---	---	---	---	---	---	---
DOKWE NORTH	DOKWE CENTRAL	REGIONAL	TOTAL
---	---	---	---	---	---	---	---	---
Target Generation	Research	-	-	-	-	-	4,831	4,831
Geological mapping	-	-	-	-	-	2,415	2,415
Geochemical surveys	-	-	-	-	-	9,662	9,662
Geophysics	-	-	-	-	-	9,662	9,662
SUB-TOTAL		-	-	-	-	-	26,570	26,570
Drill Programmes	RC Drilling	144,928	72,464	24,155	241,546	-	-	241,546
Diamond Drilling	603,865	362,319	-	966,184	-	-	966,184
SUB-TOTAL		748,792	434,783	24,155	1,207,729	-	-	1,207,729
FS Studies		338,164	144,928	-	483,092	96,618	60,386	640,097
EIA		-	-	-	-	96,618	9,662	106,280
SUB-TOTAL		338,164	144,928	-	483,092	193,237	70,048	746,377
TOTAL		1,086,957	579,710	24,155	1,690,821	193,237	96,618	1,980,676

The above tables are a statement of current intentions as of the date of this announcement. As with any budget, intervening events (including exploration success or failure) and new circumstances have the potential to affect the manner in which funds are ultimately applied. The Board reserves the right to alter the way funds are applied on this basis.

RiverFort Facility

The Company confirms that it has paid US$1,266,780.82 (£938,716.26) as a partial repayment under the RiverFort Facility, with US$1 million (£741,025) outstanding. The outstanding amount (including interest) will be either repaid in cash in full in accordance with the repayment schedule (as contemplated by the above use of funds table) or converted into Shares or CDIs in accordance with the conversion rights under the RiverFort Facility.

Use of Funds

The Company intends to apply funds raised from the capital raising conducted as part of the dual-listing on the ASX ("ASX Offer"), together with existing cash reserves post-Admission, but excluding funds expected to be delivered from its Turkish operations, over the first year following Admission as follows:

FUNDS AVAILABLE	A$	£	%
Existing cash reserves	0.4	0.2	3.5%
Funds raised from the ASX Offer	11.0	5.3	96.5%
Total	11.4	5.5	100.0%
ALLOCATION OF FUNDS
Feasibility Study: Dokwe Project	1.0	0.5	8.8%
Drilling Programme: Dokwe Project	2.5	1.2	21.9%
Slivova Gold-Silver Project1	0.4	0.2	3.5%
Funding of Western Tethyan Alliance2	0.4	0.2	3.5%
Funding of Venus Minerals	0.2	0.1	1.8%
Part repayment of RiverFort Facility on or prior to Admission3	1.9	0.9	16.7%
Part repayment of RiverFort Facility in the 12 months following Admission3	1.5	0.7	13.2%
Working capital and corporate administrative costs4,5	2.0	1	17.5%
Expenses of the ASX Offer	1.5	0.7	13.2%
Total	11.4	5.5	100.0%

Notes:

1.      Assumes the new exploration licence on the Slivova Gold-Silver Project is granted following application in May 2025. If the exploration licence is not granted, these funds will be applied towards granted tenure.

2.      Funds will be applied towards future projects under the Newmont Alliance.

3.      US$1 million (A$1.52 million) is outstanding under the RiverFort Facility at Admission. This assumes the outstanding amount and interest are repaid in cash in full in accordance with the repayment schedule, with no conversion of the outstanding amount into Shares or CDIs in accordance with conversion rights under the RiverFort Facility).

4.      This announcement assumes that the outstanding amount and interest of the RiverFort Facility will be paid down in part using funds raised from the ASX Offer, with the amount outstanding and all interest payable following Admission to be repaid in cash under a 13 month repayment schedule which applies from November 2025. RiverFort may elect to convert the outstanding monies under the RiverFort Facility into Shares or CDIs. If this occurs, the funds will be applied towards exploration and/or working capital.

5.      Administration costs include the general costs associated with the management and operation of the Company's business including administration expenses, management salaries, directors' fees, rent and other associated costs (estimated to be A$1.6 million).

6.      To the extent that:

a.       the Company's activities warrant further exploration; or

b.       the Company identifies additional acquisition or investment opportunities,

the Company's working capital will also be utilised to fund such further exploration activities and/or acquisition or investment costs (including due diligence investigations and expert's fees in relation to such acquisitions or investments) as applicable. Any amounts not so expended will be applied toward corporate and administration costs for the period subsequent to the initial 12 month period following Admission.

The above table is a statement of current intentions as of the date of this announcement. Investors should note that, as with any budget, the allocation of the funds may change depending on various intervening events and new circumstances, including the outcome of exploration activities (including, exploration success or failure), regulatory developments and market and general economic conditions. Accordingly, the Board reserves the right to alter the way funds are applied on this basis.

Capital Structure

The Company's capital structure as at the date of Admission is as follows:

Security	Number
Shares	2,338,378,041
CDIs quoted on ASX	39,686,589 (the underlying Shares are also included in the row above)
Share Options currently on issue	25,000,000
CDI Options currently on issue	4,444,444

Restricted Securities

The following securities will be subject to restriction pursuant to the ASX Listing Rules for the period outlined below.

Security	Number	Restriction Period
Shares	393,806,472	24 months from the date of quotation
CDIs (including the Shares underlying the CDIs which are not included in the row above)	400,875	24 months from the date of quotation
Existing Options (including any Shares/CDIs issued on exercise)	25,000,000	Until 12 November 2025
Lead Manager CDI Options (including any Shares/CDIs issued on exercise)	4,444,444	24 months from the date of quotation

Total Voting Rights

Upon Admission of the New Ordinary Shares, the Company's issued Ordinary Share capital will consist of 2,338,378,041 Ordinary Shares (including Ordinary Shares underlying the CDIs) with one voting right each. The Company does not hold any Ordinary Shares in treasury. Therefore, from Admission, the total number of Ordinary Shares (including Ordinary Shares underlying the CDIs) and voting rights in the Company will be 2,338,378,041. With effect from Admission, this figure may be used by Shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules. The Board of Ariana has approved this announcement and authorised its release.

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").

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 Shaw and Partners (Lead Manager - ASX) Damien Gullone Yellow Jersey PR Limited (Financial PR ) Dom Barretto / Shivantha Thambirajah / Bessie Elliot		Tel: +44 (0) 203 829 5000 Tel: +44 (0) 203 411 7773 Tel: +61 (0)2 9238 1268 Tel: +44 (0) 7983 521 488 [email protected]

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 .

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.

Ends.

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