AAU Ariana Resources Plc

10 June 2024

AIM: AAU

NOTICE OF GENERAL MEETING

Ariana Resources plc ("Ariana" or "the Company"), the AIM-listed mineral exploration and development company with gold project interests in Africa and Europe, today announces that it will convene to hold a General Meeting of the shareholders at 12 noon on 26 June 2024 at the East India Club, 16 St James's Square, London, SW1 4LH.

The Company has announced the General Meeting to seek an ordinary resolution for the Acquisition by Merger with Rockover Holdings Limited.

The Notice of General Meeting circular is available to read in the appendix at the bottom of this RNS, and it will be made available on the Company's website, https://www.arianaresources.com/investors/circulars.

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:

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.

Editors' Note:

About Ariana Resources:

Ariana is an AIM-listed mineral exploration and development company 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 gold production in Türkiye and copper-gold exploration and development projects in Cyprus and Kosovo.

The Company holds 23.5% interest in Zenit Madencilik San. ve Tic. A.S. a joint venture with Özaltin Holding A.S. and Proccea Construction Co. in Türkiye which contains a depleted total of c. 2.2 million ounces gold equivalent (as at March 2024, using a price ratio of 90 Ag to 1 Au). The joint venture comprises the Kiziltepe Mine and Tavsan mines and the Salinbas projects.

The Kiziltepe Gold-Silver Mine is located in western Türkiye and contains a depleted JORC Measured, Indicated and Inferred Resource of 171,700 ounces gold and 3.3 million ounces silver (as at March 2024). The mine has been in profitable production since 2017 and has been producing at an average rate of c.22,000 ounces of gold per annum. A Net Smelter Return ("NSR") royalty of 2.5% on production is being paid to Franco-Nevada Corporation.

The Tavsan Gold Mine is located in western Türkiye and contains a JORC Measured, Indicated and Inferred Resource of 311,000 ounces gold and 1.1 million ounces silver (as at March 2024). Following the approval of its Environmental Impact Assessment and associated permitting, Tavsan is being developed as the second gold mining operation in Türkiye and is currently in construction. A NSR royalty of up to 2% on future production is payable to Sandstorm Gold.

The Salinbas Gold Project is located in north-eastern Türkiye and contains a JORC Measured, Indicated and Inferred Resource of 1.5 million ounces of gold (as at July 2020). It is located within the multi-million ounce Artvin Goldfield, which contains the "Hot Gold Corridor" comprising several significant gold- copper projects including the 4 million ounce Hot Maden project, which lies 16km to the south of Salinbas. A NSR royalty of up to 2% on future production is payable to Eldorado Gold Corporation.

Ariana owns 100% of Australia-registered Asgard Metals Fund ("Asgard"), as part of the Company's proprietary Project Catalyst Strategy. The Fund is focused on investments in high-value potential, discovery-stage mineral exploration companies located across the Eastern Hemisphere and within easy reach of Ariana's operational hubs in Australia, Türkiye, UK and Zimbabwe.

Ariana owns 75% of UK-registered Western Tethyan Resources Ltd ("WTR"), which operates across south-eastern Europe and is based in Pristina, Republic of Kosovo. The company is targeting its exploration on major copper-gold deposits across the porphyry-epithermal transition. WTR is being funded through a five-year Alliance Agreement with Newmont Mining Corporation (www.newmont.com) and is separately earning-in to up to 85% of the Slivova Gold Project.

Ariana owns 61% of UK-registered Venus Minerals PLC ("Venus") which is focused on the exploration and development of copper-gold assets in Cyprus which contain a combined JORC Indicated and Inferred Resource of 16.6Mt @ 0.45% to 0.80% copper (excluding additional gold, silver and zinc.

Panmure Gordon (UK) Limited and WH Ireland Limited are brokers to the Company and Beaumont Cornish Limited is the Company's Nominated Adviser.

For further information on Ariana, you are invited to visit the Company's website at www.arianaresources.com.

Ends.

Appendix

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or as to the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

If you have sold or otherwise transferred all of your Ordinary Shares, please immediately forward this document, together with the accompanying Form of Proxy, to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. If you have sold only part of your holding of Ordinary Shares, please contact your stockbroker, bank or other agent through whom the sale or transfer was effected immediately.

ARIANA RESOURCES PLC
(Incorporated in England and Wales under number 05403426)

Acquisition by Merger with Rockover Holdings Limited

Notice of General Meeting

This document should be read as a whole. However, your attention is drawn to the letter from the Chairman of the Company which is set out in Part 1 of this document and which contains, amongst other things, a recommendation from the Directors that you vote in favour of the Ordinary Resolution to be proposed at the General Meeting.

Beaumont Cornish Limited ("Beaumont Cornish"), which is authorised and regulated in the United Kingdom by the FCA, is acting as Nominated Adviser to the Company in connection with matters set out in this document and will not be acting for any other person (including a recipient of this document) or otherwise be responsible to any person for providing the protections afforded to clients of Beaumont Cornish or for advising any other person in respect of the matters set out in this document or any transaction, matter or arrangement referred to in this document. Beaumont Cornish's responsibilities as the Company's Nominated Adviser are owed solely to London Stock Exchange and are not owed to the Company or to any Director or to any other person in respect of his decision to acquire any shares in the Company and / or vote in favour of the Ordinary Resolution in reliance on any part of this document.

Apart from the responsibilities and liabilities, if any, which may be imposed on Beaumont Cornish by the FSMA or the regulatory regime established thereunder, Beaumont Cornish does not accept any responsibility whatsoever for the contents of this document, including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company or the matters set out in this document. Beaumont Cornish accordingly disclaims all and any liability whether arising in tort, contract or otherwise (save as referred to above) in respect of this document or any such statement.

A copy of this document will be made available from the Company's website, www.arianaresources.com Neither the content of the Company's website nor any website accessible by hyperlinks to the Company's website is incorporated in, or forms part of, this document. Copies will also be available at the Company's registered office: 2nd Floor, Regis House, 45 King William Street, London EC4R 9AN.

Dated: 10 June 2024

IMPORTANT NOTICE

Cautionary note regarding forward-looking statements

This document includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will", or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts. They appear in a number of places throughout this document and include statements regarding the Directors' current intentions, beliefs or expectations concerning, among other things, the Group's results of operations, financial condition, liquidity, prospects, growth, strategies and the Group's markets.

By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Actual results and developments could differ materially from those expressed or implied by the forward- looking statements.

Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements in this document are based on certain factors and assumptions, including the Directors' current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's and the Continuing Group's operations, results of operations, growth strategy and liquidity. Whilst the Directors consider these assumptions to be reasonable based upon information currently available, they may prove to be incorrect. Save as required by law or by the AIM Rules, the Company undertakes no obligation to publicly release the results of any revisions to any forward-looking statements in this document that may occur due to any change in the Directors' expectations or to reflect events or circumstances after the date of this document.

Notice to overseas persons

The distribution of this document and/or the Form of Proxy in certain jurisdictions may be restricted by law and therefore persons into whose possession these documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

Interpretation

Certain terms used in this document are defined and certain technical and other terms used in this document are explained at the section of this document under the heading "Definitions".

Any reference to any provision of any legislation or regulation shall include any amendment, modification, re-enactment or extension thereof.

Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender.

TABLE OF CONTENTS

IMPORTANT INFORMATION

TIME AND PLACE OF MEETING

Notice is given that a General Meeting of the Shareholders, to which this Notice of General Meeting relates, will be held at 12 noon on 26 June 2024 at the East India Club, 16 St James's Square, London SW1 4LH, United Kingdom.

SHAREHOLDERS WISHING TO VOTE ON THE ORDINARY RESOLUTION ARE STRONGLY URGED TO DO SO THROUGH COMPLETION OF A FORM OF PROXY which must be completed and submitted in accordance with the instructions thereon. It is emphasised that any forms of proxy being returned via a postal service should be submitted as soon as possible to allow for any delays to or suspensions of postal services in the United Kingdom. Shareholders wishing to vote on any matters of business are strongly urged to do so through registering their proxy appointment and voting by proxy online and to appoint the Chairman of the Meeting as your proxy. This will enable the Chairman of the Meeting to vote on your behalf, and in accordance with your instructions, at the General Meeting.

Submitting a Form of Proxy does not preclude a Shareholder attending the General Meeting in persons.

The Voting Record Date (being the date that persons eligible to vote at the General Meeting are registered Shareholders) is 6:00 pm on 24 June 2024.

Shareholders not attending the meeting in person and wishing to vote on the Resolution may do so through completion of a proxy form, which can be submitted to the Company's Registrar. Proxy forms should be completed and returned in accordance with the instructions thereon and the latest time for the receipt of proxy forms is 12 noon on 24 June 2024. Proxy votes can be also be submitted by CREST.

Forms of Proxy received later than the specified time will be invalid.

In order for instructions made using the CREST voting service to be valid, the appropriate CREST message (a "CREST Voting Instruction") must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual (available via www.euroclear.com/CREST).

To be effective, the CREST Voting Instruction must be transmitted so as to be received by the Company's agent (Computershare Investor Service PLC) no later than 12 noon on 24 June 2024. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the CREST Voting Instruction by the CREST applications host) from which the Company's agent is able to retrieve the CREST Voting Instruction by enquiry to CREST in the manner prescribed by CREST.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Note:

1.          Each of the above times and/or dates is subject to change at the absolute discretion of the Company and Beaumont Cornish. If any of the above times and/or dates should change, the revised times and/or dates will be announced through a Regulatory Information Service.

2.          All times are stated in BST.

3.          Admission and the commencement of dealings in the Merger Shares on AIM are conditional on, inter alia, the passing of the Resolution at the General Meeting.

MERGER STATISTICS

DIRECTORS, SECRETARY AND ADVISERS

PART 1

LETTER FROM THE CHAIRMAN

ARIANA RESOURCES PLC

("The Company")

(Incorporated and registered in England and Wales with registered number 04509494)

10 June 2024

To holders of Ordinary Shares of 0.1 pence each in the capital of the Company (Ordinary Shares) and, for information purposes only, to the holders of the Deferred Shares and of options to subscribe for Ordinary Shares.

Dear Shareholder,

Acquisition by Merger with Rockover Holdings Limited

Notice of General Meeting

1. INTRODUCTION

It was announced on 25 April 2024 that the Company had entered into a conditional Merger Implementation Agreement to effect an all-share merger of the Company and Rockover Holdings Limited, 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 through its subsidiary, Asgard); the continuing company will continue to be known as Ariana Resources Plc. Based on the merger ratio, the Company will issue 687,817,998 new Ordinary Shares (being the Merger Shares) to acquire the Rockover Shares not already owned by Asgard. The Merger enables the acquisition of 100% of the Dokwe Gold Project (the Dokwe Project) in the Republic of Zimbabwe.

The purpose of this document is to inter alia provide Shareholders with information regarding the Merger, to explain why the Directors consider the Merger to be in the best interests of the Company and its Shareholders as a whole, to convene a General Meeting at which the Resolution seeking Shareholder authority for the issue of the Merger Shares will be put to Shareholders and to explain why the Directors unanimously recommend that you vote in favour of the Resolution. If the Resolution is not passed, the Company will be unable to issue the Merger Shares and the Merger will not take place.

Further information about the Merger and the Company's current trading and prospects is set out below.

You will find set out at the end of this document the Notice of the General Meeting to be held at 12 noon on 26 June 2024 at the East India Club, 16 St James's Square, London SW1 4LH, at which the Resolution will be proposed as an ordinary resolution.

2. BACKGROUND TO, AND RATIONALE FOR THE MERGER

The Company considers the Merger as a significant opportunity to acquire 100 per cent. of a major new gold development project which will see the Company expanding beyond its well-established Turkish operations, which are now owned through a minority position (23.5 per cent.) in a Turkish associate.

Rockover owns 100 per cent. of the c.1.3Moz Dokwe Project and the planned addition of the Dokwe Project to the Group's portfolio as a wholly-owned asset marks a substantial step toward its 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 per cent. of its JORC Compliant Mineral Resources in the Measured and Indicated categories aligns closely with the Company's strategic objectives. Furthermore, the acquisition metrics of the Dokwe Project are very similar to the Group's historic discovery cost, demonstrating that the Dokwe Project represents, in the opinion of the Directors, an excellent value proposition.

As part of the proposed Merger, the Board is pleased to announce the planned addition of two highly experienced Zimbabwe-based directors from the Rockover team, Nick Graham and Andrew du Toit, to the enlarged company board, bringing with them valuable in-country and project expertise and ensuring continuity.

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

Ariana's team's technical due-diligence of the Project has been underway for over a year, with the initial site visit conducted in July 2023 and detailed in-country work in progress from November 2023 following the commencement of a due-diligence diamond drilling programme. On 6 June 2024, Ariana announced that following completion of its technical assessment of the due diligence drilling programme of the Dokwe Gold Project it had been able to both confirm historical drilling results, the distribution and nature of gold mineralisation within the Dokwe North and Central deposits and their geological controls, including new insights into the structural controls on mineralisation and that it is now in the closing stages of its technical programme, with work on the revised Mineral Resource Estimate for both Dokwe North and Dokwe Central now nearing completion.

The Board's confidence in the Dokwe Project has developed in parallel with the positive jurisdictional improvements witnessed in Zimbabwe since late 2017, particularly the dollarisation of their economy, support of a government which recognises the value of its mining industry (accounting for 12% of a GDP of c.US$30 billion) and which encourages foreign investment in the sector for the benefit of its people. The government of Zimbabwe is also looking specifically to its gold mining sector to enhance gold production in order to provide further financial backing to the new currency, Zimbabwe Gold (ZiG), which was introduced in April 2024.

Over the past two decades, the Group has demonstrated a substantial track record of success in the exploration and development of gold mining operations and the Board is highly encouraged by the significant value-accretive opportunity presented to the Group by the Dokwe Project. Strategically, the Company looks forward to developing the collaboration with existing partners to advance the Dokwe Project with an aim for it to become one of the largest modern gold mines in Zimbabwe, as the Board continue to build the Group into a mid-tier gold producer.

As part of this strategy, the Company is also planning to dual-list on the Australian Securities Exchange (ASX) during the second half of 2024, which would broaden its institutional investor base and tap into a significantly mining-orientated market, enhancing its market visibility. It is the intention of the Company to commence a feasibility study on the Dokwe Project between completion of the Merger and listing on the ASX.

Application will be made to the London Stock Exchange plc for the admission of the Merger Shares to trading on AIM. Admission is expected to occur and dealings are expected to commence in the Merger Shares at 8.00 a.m. on 28 June 2024.

* Total resources discovered irrespective of percentage of ownership in subsidiary or associate companies across the Group.

CURRENT TRADING AND FUTURE PROSPECTS

The unaudited interim results for the six months ended 30 June 2023 reported that:

-      Ariana's share of profits from the Kiziltepe Mine, of which Ariana owns 23.5% through its investment in Zenit Madencilik San. ve Tic. A.S. (Zenit), in the six months to June 2023 amounted to £0.7m (H1 2022: £2.5m), largely reflecting the increase in administrative and other project costs associated with the development of the Tavsan Mine.

-      Zenit had fully repaid all bank loans within the period and continues to finance the Tavsan Mine construction from its own internal funds. Zenit also absorbed the additional cost of the Tavsan site operational and administrative functions.

-      Group profit before tax of £0.3m was recorded for the period, with operating costs in line with expectations and the prior year, though the decline (38% at the reporting date) in Turkish Lira facilitated a large foreign exchange charge and a corresponding reduction in other comprehensive income.

On the 17 January 2024, the Company announced:

-      Full-year production results for the year ended 31 December 2023 for the Kiziltepe Mine had produced (and sold) a total of 17,683 ounces of gold during the year*. Including gold in carbon and in circuit at year-end (>500 oz), this exceeded full-year production guidance of 18,000 oz gold for 2023.

-      Gross full-year revenue was US$39.2 million at an average realised gold price of US$1,945 per ounce, with an average revenue per gold ounce of US$2,218 (due to silver credit).

-      As of the end of 2023, the mine had produced a total of 151,041 ounces of gold (planned circa 100,000 oz gold) and 1,682,265 ounces of silver, recording US$274 million in revenue since operations commenced in early 2017.

On 26 March 2024, the Company announced a Resource and Reserve update for the Zenit Mining Operations in western Türkiye, comprising the Kiziltepe and Tavsan sectors as follows:

-      JORC Reserves total 5.3Mt @ 1.46g/t Au + 9.81g/t Ag for 249koz Au + 1.67Moz Ag, equivalent to approximately 10 years of further production*; further economic and technical studies underway.

-      Since the start-up of operations in 2017, 151koz Au and 1.68Moz Ag had been produced from the Kiziltepe Sector to the end of December 2023. *

-      Global JORC Resource of 10.9Mt @ 1.37g/t Au + 12.65g/t Ag for 483koz Au + 4.45Moz Ag*, with opportunities identified for further resource growth. *

-      12% increase in tonnage for the Kiziltepe Sector resources despite continued depletion by mining; resources at 172koz Au and 3.3Moz Ag contained metal. *

-      15% increase in tonnage for the Tavsan Sector resources, which stand at 311koz Au and 1.1Moz Ag contained metal. *

On 1 May 2024, the Company announced gold production guidance for 2024 from Zenit is expected to be c.20,000 ounces of gold*, inclusive of first gold production from the Tavsan Sector.

On 29 May 2024, the Company announced a US$20 million credit agreement was completed between Zenit and Türkiye Cumhuriyeti Ziraat Bankasi A.S. (Ziraat Bankasi), the largest bank in Türkiye. This facility will support ongoing developments of the Zenit Mining Operations in Türkiye to enable the partnership to accelerate the construction of the Tavsan mine with the expectation that the mine build will be completed in the latter part of 2024.

Ariana is finalising its audited financial statements for the year ended 31 December 2023 and is likely to publish these prior to the General Meeting.

(* All figures are given gross with respect to Zenit of which Ariana owns 23.5%.)

Proposed Ariana ASX Dual-Listing

The Board is proposing, in association with the Merger, to pursue a dual-listing on the ASX. The Directors believe that the dual-listing will promote the Company to a broader range of potential investors in the Australian market which has many well-established resource companies.

The Company may undertake a capital raising as part of the dual-listing process to fund further studies on the Dokwe Project.

The ASX dual listing, which is targeted for Q3 of 2024 is subject to the Company satisfying the listing conditions of the ASX. Accordingly, there is no guarantee that the Company will be granted approval to list on the ASX at this stage.

3. INFORMATION ON ROCKOVER AND THE DOKWE PROJECT

Information on Rockover and the Dokwe Project is set out in Part 2 of this document.

4. PRINCIPAL TERMS OF THE MERGER

The summary of the principal terms of the Merger are set out in Part 3 of this document.

As part of the proposed Merger, the Board will welcome the addition of two Zimbabwe-based directors from the Rockover team to the enlarged company board, bringing with them valuable in-country and project expertise and ensuring continuity.

Nicholas Graham, Non-Executive Director, aged 74

Nick is a Chartered Geologist with 50 years' experience in mineral exploration and mine development, mostly in Zimbabwe, with Falconbridge Exploration Inc, Kamativi Tin Mines Ltd and managing Cluff Resources PLC and Reunion Mining PLC. He pioneered heap-leaching in Zimbabwe and discovered and developed the largest gold mine in the country: Freda Rebecca. He co-founded Reunion Mining, discovered the Maligreen gold deposit and developed the Sanyati copper mine in Zimbabwe and Dunrobin gold mine in Zambia.

Nicholas Graham intends to appoint Matthew Randall, aged 68, as his alternate director*

Dr Randall is a principal mining engineer with a career spanning over 40 years, including 23 years with Rio Tinto.

Andrew du Toit, Operations Director, aged 60

Andrew has 30 years' experience in the Zimbabwean mining industry in roles from project geologist to general manager. He began his career with the Zimbabwe Geological Survey (ZGS) and he has been a consultant to Independence Gold/Lonmin PLC and SRK and a manager for Reunion Mining PLC and Zimplats Limited (ASX: ZIM). Andrew has extensive operational experience in the gold, copper and platinum sectors.

On completion of the Merger, the Company will announce the Board appointments containing the information required under the AIM Rules including details of their services contracts which are being finalised.

The Rockover shareholders holding 5% or more of the Rockover shares immediately prior to the Merger have agreed to enter into a 12 month lock-in (during which their Merger Shares may only be transferred in certain limited circumstances without the consent of the Company) following by a 12 month orderly market period (during which time their Merger Shares may only be transferred in such a manner so as to maintain an orderly market in the Ordinary Shares).

All other Rockover shareholders will be subject to a 12 month orderly market arrangement in respect of their Merger Shares.

*an alternate director is someone appointed by an existing director under a company's articles of association to take their place temporarily at board meetings when the appointing director cannot attend. An alternate director is a director only temporarily and while acting as alternate, is not formally appointed to the board.

5. EFFECT OF THE MERGER

Upon Admission, and assuming the issue of the Merger Shares, the Enlarged Issued Share Capital is expected to be 1,834,181,328 Ordinary Shares. On this basis, the Merger Shares will represent approximately 37.5 per cent. of the Enlarged Issued Share Capital.

6. APPLICATIONS TO TRADING ON AIM

The Merger Shares will when issued rank pari passu with the Existing Ordinary Shares.

Application will be made to the London Stock Exchange for the admission of 687,817,998 Merger Shares to trading on AIM, which is expected to occur and dealings are expected to commence at 8.00 a.m. on 28 June 2024.

7. GENERAL MEETING

The Directors currently have existing authorities to allot shares and dis-apply pre-emption rights under section 551 and section 570 of the Act which were obtained at the Company's Annual General Meeting held on 29 June 2023, but these authorities are insufficient to allot and issue the Merger Shares. Accordingly, in order for the Company to allot and issue the Merger Shares, the Company needs to first obtain approval from its Shareholders to grant to the Board additional authority to allot the Merger Shares. It does not however require Shareholder authority to dis-apply statutory pre-emption rights which would otherwise apply to such allotment pursuant to section 570 of the Act, as the Merger Shares are not being issued for cash. The Company is therefore seeking Shareholder authority to increase the Directors' general authority to allot securities pursuant to section 551, to allow the issue and allotment of the Merger Shares.

You will find set out at the end of this document a notice convening the General Meeting to be held on 12 noon on 26 June 2024 at the East India Club, 16 St James's Square, London SW1 4LH, at which the Resolution will be proposed. If the Resolution is not passed at the General Meeting the Merger will not proceed.

The Resolution will be proposed as an ordinary resolution (requiring a simple majority of votes cast in person or by proxy, to be in favour of the Resolution) and seeks the approval of Shareholders to authorise the Directors to allot the Merger Shares in connection with the Merger.

Shareholders should read the Notice of General Meeting at the end of this document for the full text of the Resolution and for further details about the General Meeting.

Shareholders should read the Important Information on page 4 which sets out the information relating to Shareholder wishing to vote through completion of a proxy form if they are on the Register at the Voting Record Date (12 noon on 24 June 2024). Changes to entries in the Register after the Voting Record Date will be disregarded in determining the rights of any person to vote through completion of a proxy form at the General Meeting. If the General Meeting is adjourned, only those Shareholders on the Register 48 hours before the time of the adjourned General Meeting (excluding any part of a day that is not a Business Day) will be entitled to vote through completion of a proxy form.

It is intended that the votes on the Resolution will be taken as a poll in order that those Shareholders voting by proxy are properly accounted for. The number of Ordinary Shares a Shareholder holds as at the Voting Record Date will determine how many votes a Shareholder will have in the event of a poll.

8. ACTION TO BE TAKEN

In respect of the General Meeting

Please see the section "Important Information" section on page 4 for instructions as to how to vote at the General Meeting.

Your attention is drawn to the fact that the Merger is conditional and dependent on the Resolution being passed by Shareholders at the General Meeting. Shareholders are asked to vote in favour of the Ordinary Resolution in order for the Merger proceed.

Shareholders who hold their Existing Ordinary Shares in uncertificated form are requested to complete and return the Form of Proxy.

If you have sold or otherwise transferred, or you sell or otherwise transfer, all of your registered holding of Existing Ordinary Shares held in certificated form prior to the Voting Record, please immediately forward this document, together with the accompanying Form of Proxy, to the purchaser or transferee or to the stockbroker, bank or other agent through or by whom the sale or transfer was or is effected for onward delivery to the purchaser or transferee.

If you are in any doubt about the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under FSMA if you are in the United Kingdom or, if not, another appropriately authorised independent financial adviser.

Your attention is drawn to the risk factors set out in Part 4 of this document. You should read all of the information contained in this document (including the risk factors contained in Part 4 of this document carefully before deciding the action to take in respect of the General Meeting.

9. RECOMMENDATION

The Directors consider the Merger to be in the best interests of the Company and its Shareholders and accordingly unanimously recommend Shareholders to vote in favour of the Ordinary Resolution to be proposed at the General Meeting. The Directors are committed to voting in favour of the Resolution in respect of their shareholdings (including associates) amounting in aggregate to 105,560,127 Ordinary Shares, representing 9.2% of the Ordinary Shares in issue.

You should note that the Merger is conditional upon the passing of the Ordinary Resolution.

Yours faithfully,

Michael de Villiers
Chairman

PART 2

INFORMATION ON ROCKOVER AND THE DOKWE PROJECT

Rockover is a private minerals exploration company which has operated in Africa since 2000 using modern and innovative exploration techniques to discover previously unknown mineralisation in remote areas of Zimbabwe. Its flagship project is the Dokwe Project, a significant gold discovery in the concealed extension of the Bulaway-Bubi greenstone belt in southern Zimbabwe. Rockover has one wholly-owned Zimbabwean subsidiary, Canister Resources (Private) Limited (Canister), which holds 100 per cent. interest in and title to the Dokwe Project. A private net smelter return royalty of 0.5 per cent. will be payable in the event the Dokwe Project enters production.

Rockover's registered office address is at Trident Chambers, Wickham's Cay, P O Box 146, Road Town, Tortola, VG 1110, British Virgin Islands. For the year ended 31 December 2023, Rockover's unaudited management accounts showed a loss before taxation of US$142,567 and total assets of US$19,311,586. As set out in the Material Terms of the MIA above, it is a condition precedent of the Merger that Rockover delivers to Ariana its audited consolidated financial statements for the financial year ended 31 December 2023.

About the Dokwe Project

The Dokwe Project is made up of Dowke North and Dokwe Central gold deposits which are located 2km apart and are situated in the Tsholotsho District 110km WNW of Bulawayo, Zimbabwe (Figure 1). Bulawayo is the second largest city in Zimbabwe (population 660,000) with excellent road, rail and air links to the rest of the country and internationally, and represents a significant mining services and educational centre, hosting both the Zimbabwe School of Mines and the National University of Science and Technology.

The Dokwe Project was discovered by Rockover in 2002, utilising innovative soil geochemical exploration methods capable of detecting mineralisation beneath cover, subsequently drill-tested for the first time in 2004. It represents the largest undeveloped gold project in Zimbabwe and is currently 100 per cent. owned by Rockover. 

Figure 1: Summary map of Dokwe North and Dokwe Central showing the outline of the designed pre-feasibility pit for Dokwe North and the optimised pit (not included in the pre-feasibility) for Dokwe Central. Certain previous drill intercepts are also identified, with details provided in Table 1 below. The 2023-2024 due diligence drilling collars are also shown in magenta.

Tenure

Dokwe is held by Rockover through 81 blocks of gold claims and a further 22 copper base metal claims totalling 4,040 hectares (Mining Claims, Figure 2). A private net smelter return (NSR) royalty of 0.5% applies to the aforementioned claims. An application has been made to convert the claims into a single Mining Lease for gold and base metals covering 6,622 hectares (Figure 2). In addition, seven Exclusive Prospecting Orders (EPOs) have been applied for in the vicinity of the Dokwe Project extending towards Bulawayo.

Figure 2: Dokwe Project tenure map, showing the Mining Claims covering the main prospect areas.

Summary of Geology

The Dokwe Project is located within a covered Archaean Greenstone Belt, extending from the border with Botswana (Maitengwe greenstone belt) and linking up with the Bulawayo-Bubi Greenstone Belt to the east. The Archaean greenstone units are overlain by Karoo and Kalahari sedimentary units of up to 25-40m in thickness. The east-northeast striking greenstone belt has been complexly folded and thrust-faulted and is dissected by a series of major sub-parallel sinistral shear zones.

At the Dokwe Project area, the barren sedimentary cover is dominated by calcrete, with a few metres of sand at the surface, and mudstone and sandstone located towards the base. The basement Archaean volcanic sequence comprises a series of quartz-rich volcaniclastic units, tuffs, and agglomerates, that grade into felsic irregular rhyolitic flows; intermediate vesicular dacite; agglomerates and andesites. The volcanic sequence has undergone greenschist facies metamorphism and deformation. The sequence appears intruded by near syn-depositional quartz porphyries and later by dolerite. While brittle-ductile deformation occurs throughout the deposit, somewhat more brittle deformation, characterised by fracturing, is common in felsic tuff and porphyry units whilst rather more ductile deformation characterises the dacitic and andesitic units.

Dokwe North is characterised as a large low-grade deposit containing relatively few quartz veins, with several very high-grade zones including visible gold (Table 1). Due diligence drilling has now confirmed this understanding of the grade distribution within the deposit (Table 2). Dokwe Central is a smaller higher-grade pipe-like deposit containing abundant quartz veins and several steeply plunging high-grade zones. The two deposits appear to be strongly structurally controlled, occupying two distinct structural domains within a broad ENE trending shear zone. Gold mineralisation at Dokwe North is associated with silicified zones containing thin quartz-carbonate pyrite veins and narrow shears. There is also an association with strongly disseminated, fine-grained pyrite in the host rocks. Much of the economic gold mineralisation occurs in the dacitic unit and in the overlying felsic tuff, with lesser mineralisation in the quartz porphyry and andesitic units.

Table 1: Significant historic intercepts marked on the map in Figure 1 (representing down-hole widths).

Table 2: Significant intercepts from DPD129 to DPD131, with a minimum cut of 10 gramme x metres gold. Results for DPD129 were originally announced by Ariana on the 9 May 2024, whilst those from DPD130 and DPD131 were announced on 6 June 2024. Intercepts are calculated using a 0.3g/t Au cut-off and allowing for up to six metres internal dilution and preserving shorter higher-grade intercepts where applicable.

Mineral Resources and Reserves

Dokwe North has a JORC (2012) Compliant Measured, Indicated and Inferred Resource of 35.7Mt @ 1.05g/t Au for 1,210,000 oz gold (Table 4). Dokwe Central, which is located approximately 2km to the SSE of Dokwe North, has a JORC (2004) non-AIM compliant Indicated and Inferred Resource of 1.14Mt @ 2.17g/t Au for 80,000 oz gold (Figure 4). The Dokwe Central resource is treated here as a historical estimate as it is not in accordance with an AIM reporting standard and should be treated with caution. From the initial reviews, both project areas have significant scope for further exploration upside. Ore Reserves have only been estimated for Dokwe North as part of the pre feasibility study (dated 1 March 2022), with a total of 18.25Mt at 1.36g/t Au for 795,800oz gold (Table 5).

Table 4: Mineral Resources for Dokwe North as at 1 September 2021. The Mineral Resource is declared within an optimised pit using a cut-off grade of 0.3 g/t Au. Mineral Resources are inclusive of Ore Reserves. Figures may not sum due to rounding applied.

Source: Minxcon (Pty) Ltd (2022) reported under JORC 2012

Notes:

Presented above are both gross and net attributable to Rockover.

Canister Resources (Private) Limited, a wholly-owned subsidiary of Rockover, is the Operator.

Table 5: Mineral Reserves for Dokwe North as at 1 March 2022. The Mineral Reserve includes diluted Measured and Indicated Mineral Resources only. Ore Reserve estimate is stated as dry metric tonnes, with 5% ore losses and 5% mining dilution applied, completed using a gold price of US$1,650/oz over the Life of Mine. Figures may not sum due to rounding applied.

Source: Minxcon (Pty) Ltd (2022) reported under JORC 2012

Notes:

Presented above are gross and net attributable to Rockover.

Canister Resources (Private) Limited, a wholly-owned subsidiary of Rockover, is the Operator.
 

Figure 4: Summary cross sections through Dokwe North (X-Y, Figure 1) and Dokwe Central (XX-YY, Figure 1) showing grade block models (based on prior drilling) and the surveyed positions of the due diligence drill holes (in blue). Swath width at Dokwe North is significantly wider than at Dokwe Central, causing more overlap of colours within a semi-transparent block model.

Pre-feasibility Study

An independent pre-feasibility study (PFS) was commissioned by Rockover and was completed in 2022 by Minxcon (Pty) Ltd in South Africa. A combined Proven and Probable Ore Reserve Estimate comprising 18.25Mt grading 1.36g/t Au for 795,800 ounces of gold was declared. Both the Mineral Resource Estimate and Ore Reserve calculation have been prepared in compliance with JORC 2012.

The PFS outlined a plan to develop the project as an open pit mining operation producing 1.5Mt of ore per annum from a single pit, at a stripping ratio of 5:1. The mine is envisaged to be contractor operated with an owner's management team. The pit development is staged, prioritising high-grade ore. Ore will be processed at a treatment plant to be constructed on-site with a treatment capacity of 125,000tpm, allowing for production of c.60,000 ounces per annum. Both Carbon in Leach (CIL) and Heap Leach (HL) treatment methods were considered viable for the purposes of the PFS, demonstrating similar economics, and both methods will be considered further in a future Feasibility Study.

The PFS economic results were revised in May 2024 using a US$2,000 base-case run with appropriate consideration given to CPI cost increases and exchange rate changes applied to capital and operating costs among other updates and at various sensitivities. This provided for a mine life of 13 years at a post-tax NPV₁₀ of US$160 million and an IRR of 41% at a gold price of US$2,000/oz. This was based on the CIL processing route. Further updates to the PFS will be undertaken in due course, and consideration of a combined CIL and HL processing option will form part of a future Feasibility Study.

PART 3

FURTHER INFORMATION ON THE MERGER

1. SUMMARY OF PRINCIPAL TERMS OF THE MERGER

The principal terms of the MIA are as follows:

2. EFFECT ON GROUP STRUCTURE

The Group structure as at the date of this document and before completion of the Merger is as set out below:

The Group structure as assuming completion of the Merger is as set out below:

3. PROPOSED ADDITIONAL DIRECTORS OF THE COMPANY FOLLOWING COMPLETION OF THE MERGER

Nicholas Graham, Non-Executive Director

Andrew du Toit, Operations Director

Matthew Randall, Alternate Director* to Nicholas Graham

On completion of the Merger, the Company will announce the Board appointments containing the information required under the AIM Rules.

*an alternate director is someone appointed by an existing director under a company's articles of association to take their place temporarily at board meetings when the appointing director cannot attend. An alternate director is a director only temporarily and while acting as alternate, is not formally appointed to the board.

4. VENDORS' AND PROPOSED DIRECTORS' SHAREHOLDINGS IN THE ENLARGED GROUP AT ADMISSION

*Nicholas Graham may, during the period in which his Merger Shares are subject to the lock in provisions described at paragraph 4 of Part I of this document (i) use his Merger Shares as collateral for bank borrowings and/or (ii) be required to transfer part of his Merger Shares to his wife as part of a divorce settlement. If either of these transactions do happen, they will be dealt with in accordance with (i) the Company's share dealing code, and (ii) all disclosure requirements under the AIM Rules and the Disclosure and Transparency Regulations set out in the FCA Handbook and will further be subject to any conditions stipulated by the Company in connection with the terms of the lock in agreement signed by Nicholas Graham.

Nicholas Graham's holdings in the Enlarged Group at Admission will be held through Bateleur Resources plc, which is 100% owned by the Wellington Trust, which is administered by Stonewell. Nicholas Graham is the ultimate beneficial owner.

**Andrew du Toit will not hold Merger Shares at Admission, however he will hold an interest in the proceeds from 0.77% of Ordinary Shares in the Company, which is contingent on certain conditions being met in the future.

PART 4

RISK FACTORS

Any investment in the Company is subject to a number of risks. Accordingly, prospective investors should carefully consider the risk factors set out below as well as the other information contained in this document before making a decision whether to invest in the Company. The risks described below are not the only risks that the Group faces. Additional risks and uncertainties that the Directors are not aware of or that the Directors currently believe are immaterial may also impair the Group's operations. Any of these risks may have a material adverse effect on the Group's business, financial condition, results of operations and prospects. In that case, the price of the Ordinary Shares could decline and investors may lose all or part of their investment. Prospective investors should consider carefully whether an investment in the Company is suitable for them in light of the information in this document and their personal circumstances.

Before making an investment, prospective investors are strongly advised to consult an investment adviser authorised under FSMA who specialises in investments of this kind. A prospective investor should consider carefully whether an investment in the Company is suitable in the light of his or her personal circumstances, the financial resources available to him or her and his or her ability to bear any loss which might result from such investment.

The following factors do not purport to be a complete list or explanation of all the risk factors involved in investing in the Company. In particular, the Company's performance may be affected by changes in the market and/or economic conditions and in legal, regulatory and tax requirements.

1.       General Risks

An investment in the Company is only suitable for investors capable of evaluating the risks and merits of such investment and who have sufficient resources to bear any loss which may result. A prospective investor should consider with care whether an investment in the Company is suitable for them in the light of their personal circumstances and the financial resources available to them.

Investment in the Company should not be regarded as short-term in nature. There can be no guarantee that any appreciation in the value of the Company's investments will occur or that the investment objectives of the Company will be achieved. Investors may not get back the full or any amount initially invested.

The prices of shares and the income derived from them can go down as well as up. Past performance is not necessarily a guide to the future.

Changes in economic conditions including, for example, interest rates, rates of inflation, industry conditions, competition, political and diplomatic events and trends, tax laws and other factors can substantially and adversely affect equity investments and the Company's prospects.

2.       Risks relating to the Ordinary Shares

2.1     Future sales of Ordinary Shares could adversely affect the market price of the Ordinary Shares

Sales of additional Ordinary Shares into the public market could adversely affect the market price of the Ordinary Shares if there is insufficient demand for the Ordinary Shares at the prevailing market price.

2.2     There is no public market for the Ordinary Shares in the United States or elsewhere outside the United Kingdom

The Merger Shares will not be registered under the US Securities Act or the relevant laws of any state or other jurisdiction of the United States or those of any of the Restricted Jurisdictions and Merger Shares may not be resold, transferred or delivered, directly or indirectly, within such jurisdictions except pursuant to an applicable exemption from the registration requirements of the US Securities Act and in compliance with any other applicable security laws. The Ordinary Shares have not been registered under the US Securities Exchange Act of 1934 and are not listed on any US securities exchange or interdealer quotation system. Save as set put herein the Company has no intention to file any such registration statement or list the Ordinary Shares on any securities exchange or interdealer quotation system (other than AIM). As a consequence, save in the event that the Ordinary Shares are admitted to trading on the ASX, an active trading market is not expected to develop for the Ordinary Shares outside the United Kingdom and investors outside the United Kingdom may not be able to sell the Ordinary Shares or achieve an acceptable price. As a prospective investor, you should be aware that you may be required to bear the financial risks of this investment for an indefinite period of time. Whilst the Company intends to make application for the admission of its share capital to trading on the ASX during the second half of 2024, there is no guarantee that such application will be made or, if made, approved.

2.3     Pre-emption rights may not be available to Overseas Shareholders of Ordinary Shares

In the case of certain increases in the Company's issued share capital, holders of Ordinary Shares have the benefit of statutory pre-emption rights to subscribe for such shares, unless Shareholders waive such rights by a resolution passed at a Shareholders' meeting, or in certain other circumstances. United States and other overseas holders of shares are very likely to be excluded from exercising any such pre-emption rights they may have, unless a registration statement under the US Securities Act is effective with respect to those rights, or an exemption from the registration requirements under the US Securities Act is available. The Company is unlikely to file any such registration statement, and the Company cannot assure prospective investors that any exemption from those registration requirements would be available to enable United States or other overseas shareholders to exercise such pre-emption rights or, if available, that the Company will utilise any such exemption.

2.4     Dilution

Pursuant to the Merger, new Ordinary Shares will be issued which will dilute the existing share capital of the Company.

In addition, if available, any future financings to provide required capital may dilute Shareholders' proportionate ownership in the Company. The Company may raise capital in the future through public or private equity financings or by raising debt securities convertible into Ordinary Shares, or rights to acquire these securities. Any such issues may exclude the pre-emption rights pertaining to the then outstanding shares. If the Company raises significant amounts of capital by these or other means, it could cause dilution for the Company's existing shareholders. Moreover, the further issue of Ordinary Shares could have a negative impact on the trading price and increase the volatility of the market price of the Ordinary Shares. The Company may also issue further Ordinary Shares, or create further options over Ordinary Shares, as part of its employee remuneration policy, which could in aggregate create a substantial dilution in the value of the Ordinary Shares and the proportion of the Company's share capital in which investors are interested.

2.5     Shareholders may be exposed to fluctuations in currency exchange rates

The Ordinary Shares are priced in pounds sterling and will be quoted and traded in pounds sterling. Accordingly, Shareholders resident in non-UK jurisdictions are subject to risks arising from adverse movements in the value of their local currencies against pounds sterling, which may reduce the value of the Ordinary Shares.

2.6     The ability of Overseas Shareholders to bring actions or enforce judgments against the Company or the Directors may be limited

The ability of an Overseas Shareholder to bring an action against the Company may be limited under law.

2.7     The Company's securities are traded on AIM rather than the Official List

The Ordinary Shares are traded on AIM rather than the Official List of the Financial Conduct Authority. An investment in shares traded on AIM may carry a higher risk than those listed on the Official List. The market price of the Ordinary Shares may be subject to wide fluctuations in response to many factors, including variations in the operating results of the Group, divergence in financial results from analysts' expectations, changes in estimates by stock market analysts, general economic conditions, overall market or sector sentiment, legislative changes in the Group's sector and other events and factors outside of the Group's control. Stock markets have from time to time experienced severe price and volume fluctuations, a recurrence of which could adversely affect the market price for the Ordinary Shares. Prospective investors should be aware that the value of the Ordinary Shares may be volatile and could go down as well as up, and investors may therefore not recover their original investment especially as the market in the Ordinary Shares may have limited liquidity. Admission to AIM should not be taken as implying that there will be a liquid market for the Ordinary Shares.

2.8     The Company's share price fluctuates

The market price of the Ordinary Shares could be subject to significant fluctuations due to a change in sentiment in the market regarding the Ordinary Shares (or securities similar to them). Such risks depend on the market's perception of the likelihood of success of the Merger, and/or may occur in response to various facts and events, including any variations in the Group's operating results, business developments of the Group and/or its competitors. Stock markets have, from time to time, experienced significant price and volume fluctuations that have affected the market prices for securities and which may be unrelated to the Group's operating performance or prospects. Furthermore, the Group's operating results and prospects from time to time may be below the expectations of market analysts and investors. Any of these events could result in a decline in the market price of the Ordinary Shares and investors may, therefore, not recover their original investment.

Any sale of Ordinary Shares could have an adverse effect on the market price of the Ordinary Shares. Furthermore, it is possible that the Company may decide to offer additional shares in the future. An additional offering could also have an adverse effect on the market price of the Ordinary Shares.

2.9     The Company does not plan on making dividend payments in the foreseeable future

There can be no assurance as to the level of future dividends. The declaration, payment and amount of any future dividends of the Company are subject to the discretion of the Directors and will depend on, among other things, the Company's results of operations and financial condition, its future business prospects, any applicable legal or contractual restrictions and availability of profits. At present, there is no intention to pay a dividend.

2.10   The Company is an exploration and development company with revenues that are dependent on a variety of factors

There can be no assurance as to the revenue generating capacity from the Company's minority interests in the Turkish operations. The Kiziltepe Mine has been operating successfully since 2017 recording US$274 million in revenue to the end of 2023. The operation paid down US$49.6 million in debt and paid dividends to its shareholders during that time and funded the development of a second operation at Tavsan since H2 2022. Tavsan is nearing the end of construction and is expected to go into production in the latter part of 2024. As with any new operation there are various operational and economic risks which may impact on revenues.

2.11   Exploration and development risks

A number of Company's projects are at an early stage, and mineral exploration and development involves a high degree of risk. Few properties which are explored are ultimately developed into producing mines. It is impossible to ensure that any of the exploration programmes planned by the Company will result in a profitable commercial operation. Success in defining mineral resources and mineral reserves is the result of a number of factors, including the level of geological and technical expertise, the quantity and quality of gold mineralisation in the sub-surface and other factors. Once mineralization is discovered, it may take several years of drilling and development until production is possible during which time the economic feasibility of production may change. The economics of developing mineral properties are affected by many factors, including: the cost of operations and the performance of full-scale future commercial production operations, variations in the grade of mineralization, the presence of contaminants, fluctuations in the end price of gold, the costs of reagents, fluctuations in exchange rates, costs of development, infrastructure and processing equipment and such other factors as government regulations, including regulations relating to royalties, land use, allowable production, importing and exporting of minerals and environmental protection. In addition, the grade of mineralization ultimately extracted may differ from that indicated by drilling results and such differences could be material.

The Company will continue to rely upon the Directors, employees, consultants and others for exploration and development expertise. Substantial expenditures will be required to establish resources and reserves through drilling, to develop mineral processes to extract the product from the resource and, in the case of new properties, to develop the extraction and processing facilities and infrastructure at any site chosen for extraction. Although substantial benefits may be derived from the discovery of a major deposit, no assurance can be given that mineralisation will be discovered in sufficient quantities and/or quality to justify commercial operations or that funds required for development can be obtained on a timely basis. The economics of developing mineral properties is affected by many factors including the cost of operations, variations in the grade of the resource mined, fluctuations in mineral markets, importing and exporting of minerals and environment protection. As a result of these uncertainties, there can be no assurance that mineral exploration and development of the Company's properties will result in profitable commercial operations.

2.12   Commodity prices

The development and success of any project of the Group will be primarily dependent on the future price of gold and other minerals. Commodity prices are subject to significant fluctuation and are affected by a number of factors which are beyond the control of the Company. Such factors include, but are not limited to, interest rates, exchange rates, inflation or deflation fluctuations in the value of the United States dollar and foreign currencies, global and regional supply and demand, and political and economic conditions. The price of gold and other commodities have fluctuated widely in recent years, and future prices declines could cause any future development of and commercial production from the Company's projects to be uneconomic. Depending on the price of gold and other commodities, projected cash flow from any future mining operations may not be sufficient and the Company could be forced to discontinue its projects and may lose its interest in, or may be forced to sell, some of its properties. Future production from any of the Company's projects is dependent on a gold price adequate to make such projects economically feasible.

Furthermore, the gold price environment may have an impact on the Company's ability to raise future funds for exploration, development or expanding its mining activities given the impact the gold price will have on investor appetite for the sector. A depressed gold price for a prolonged period could impact on the availability, cost and form of funds for the Company's future development.

2.13   Estimates of mineral reserves and mineral resources

Estimates of mineral reserves and mineral resources for exploration and development projects are, to a large extent, based on the interpretation of geological data obtained from drill holes and other sampling techniques and feasibility studies which derive estimates of costs based upon anticipated tonnage and mineralization grades to be mined, extracted and processed, the configuration of the areas of mineralization, expected recovery rates, estimated operating costs, anticipated climatic conditions and other factors.

Mineral resource estimates are estimates only and no assurance can be given that any particular grade or tonnage will in fact be realised or that an identified reserve or resource will ever qualify as a commercially extractable (or viable) deposit which can be legally and economically exploited. As a result of these uncertainties, there can be no assurance that any potential mineral resources defined by the Company's exploration programmes will result in profitable commercial mining operations.

2.14   Water rights and water supply

The development of the Group's Projects and the Dokwe Project into commercial gold producing operations will require continuing physical availability and secure legal rights to significant quantities of processing water for mining activities and related support facilities. At present, the volumes of water that will be required for the operations of the Group's Projects and the Dokwe Project are not well known. Water rights are subject to regulation and managing of water rights expertise and accordingly the relevant local subsidiary companies will need to purchase the necessary rights to use water from a third party or file an application to obtain the water use rights, subject to the resource's availability in the area. Restrictions on the Company's ability to access the necessary water rights, water supplies or water infrastructure may adversely affect, restrict or curtail future operations at the Company's Project sites. Inadequate supplies of water, or disruption in supplies of water, could result in reduced levels of operations, which could have a negative effect on the Dowke Project's future financial performance.

2.15   Adverse weather event risks

The Company's operations are located in a variety of different environments from low to moderate altitude Mediterranean climate (Cypriot, Kosovan and Turkish projects), subject to hot summers and generally mild winters with occasional heavy snowfall to sub-tropical high altitude, subject to a wet season (Zimbabwe). Flash flooding has been recorded at the Turkish operations and construction operations of both the Kiziltepe and Tavsan mine sites has been suspended on occasion due to very heavy snowfall.

2.16   Environmental regulation

Environmental and safety legislation (e.g. in relation to reclamation, disposal of waste products, protection of wildlife and otherwise relating to environmental protection) may change in a manner that may require stricter or additional standards than those now in effect, a heightened degree of responsibility for companies and their directors and/or employees and more stringent enforcement of existing laws and regulations. There may also be unforeseen environmental liabilities resulting from past or future exploration or mining activities, which may be costly to remedy. If the Company is unable to fully remedy an environmental problem, it may be required to stop or suspend operations or enter into interim compliance measures pending completion of the required remedy. The potential exposure may be significant and could have a material adverse effect on the Company.

2.17   Environmental approvals and permits

Environmental approvals and permits are currently, and may also in future be, required in connection with the Company's operations. In order to obtain such permits and approvals the Company may be required to submit an Environmental Impact Assessment. If these are required at the exploration stage, they will require time and cost to produce and could impact the Company's work programme and the speed at which it develops its projects. Failure to comply with applicable approvals and permits may result in enforcement actions, including orders issued by regulatory or judicial authorities against the Company, causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions.

2.18   Infrastructure

The Group's projects and the Dokwe Project depend to a significant degree on adequate infrastructure. In the course of developing its operations the Company may need to construct and support the construction of infrastructure, which includes permanent water supplies, power, transport and logistics services which affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure or any failure or unavailability in such infrastructure could materially adversely affect the Company's operations, financial condition and results of operations.

2.19   Reliance on third parties

The Group will be reliant on third party service providers and suppliers to provide equipment, infrastructure and raw materials required for the Group's business and operations and there can be no assurance that such parties will be able to provide such services in the time scale and at the cost anticipated by the Company.

2.20   Reliance on key personnel and management

The Company's business and future management is substantially dependent on the expertise and continued services of its directors, employees and consultants. The loss of the services of any such person could have a material adverse effect on the Company's business. The Company cannot guarantee the retention of its directors, employees and consultants nor that it will be able to continue to attract and retain such employees, and failure to do so could have a material adverse effect on the financial condition, results or operations of the Company.

2.21   Need for additional capital

The Group's projects and the Dokwe Project which are not expected to produce cashflow in the near term and their ultimate success will depend in part upon the Company's ability to develop these projects to commercialisation. That development will require capital and the Company may need to raise further capital to fund the development of these projects. The Company has recorded a profit before tax since 2016 but there is no assurance that the Company will be able to raise capital or generate cash flow in the future or that it will be successful in achieving a return on Shareholders' investment. If the Group's projects and the Dokwe Project are not successful, there can be no assurance that the Company will be able to identify alternative investments, business or projects. If additional funds are raised through the issuance of new equity or equity-linked securities of the Company other than on a pro rata basis to existing Shareholders, the percentage ownership of the existing Shareholders may be reduced. Shareholders may also experience subsequent dilution and/or such securities may have preferred rights, options and pre-emption rights senior to the Ordinary Shares. The Company may also issue shares as consideration shares on acquisitions or investments which would also dilute Shareholders' respective shareholdings.

2.22   Exchange rate risks

The Company's functional and presentational currency is Pound Sterling, whilst the payments relating to the licences in Australia, Cyprus, Kosovo, Türkiye and Zimbabwe and the expenditure, as per work programme, on advancing the Group's projects and the Dokwe Project will be in local currencies or US Dollars. Accordingly, the fluctuations in exchange rates between Pound Sterling and other currencies could lead to significant changes in the Company's reported financial results from period to period.

Although the Company may seek to manage its foreign exchange exposure, including by active use of hedging and derivative instruments, there is no assurance that such arrangements will be entered into or available at all times when the Company wishes to use them or that they will be sufficient to cover the risk.

3.       RISKS RELATING TO THE MARKETS IN WHICH THE COMPANY OPERATES

3.1     Government regulation and political risk

The Group's operations are subject to various political, economic and other risks and uncertainties All of the Group's operations are currently conducted in Australia, Cyprus, Kosovo, Türkiye and Zimbabwe (the latter assuming the Merger completes), and as a result, the operations are vulnerable to various levels of political, economic and other risks and uncertainties associated with operating in a foreign jurisdiction. Such risks and uncertainties include, but are not limited to: high rates of inflation; volatility of currency exchange rates; labour unrest; renegotiation or nullification of existing concessions, licenses, permits and contracts; changes in taxation policies; restrictions on foreign exchange; changing political conditions; and currency controls. Any changes in investment policies or changes in political attitudes in Australia, Cyprus, Kosovo, Türkiye and Zimbabwe may adversely affect the Group's operations. Operations may also be affected by government regulations relating to, but not limited to, restrictions on production, price controls, import and export controls, currency remittance, income taxes, foreign investment, environmental legislation and land use. The occurrence of any of these risks and uncertainties may have an adverse effect on the Group's operations.

In addition continuing unrest in the Middle East and Ukraine may have an adverse effect on the markets, the price of the Ordinary Shares and the Company's ability to raise funds in the future.

3.2     Competition

The mineral resource exploration sector is very competitive and some of the Company's competitors no doubt have access to greater financial and technical resources which may give them a competitive advantage. As a result, the Company may not be able to compete effectively with competitors or gain access to future growth opportunities.

3.3     Operating risks and hazards

The activities of the Company are subject to significant hazards and risks inherent to exploring and developing natural resource projects. These include, but are not limited to: industrial accidents, environmental hazards, industrial and labour disputes, improper installation or operation of equipment, equipment break-downs and other mechanical or system failures, encountering unusual or unexpected geological formations, unanticipated changes mineral recovery, encountering unanticipated ground or water conditions, flooding, explosions, fires, seismic activity, periodic interruptions due to inclement or hazardous weather conditions and other acts of God or unfavourable operating conditions and losses.

Should any of these operating risks and hazards affect the Group's exploration, development or mining activities at the any of the projects, it may cause the cost of operations to increase to a point where it would no longer be economically feasible to continue the operations requiring the Company to write- down the carrying value of one or more of its projects, cause delays or a stoppage of exploration or eventual mining and processing, result in the destruction of mineral properties or processing facilities, cause death or personal injury and related legal liability; any and all of which may have a material adverse effect on the Company.

RISKS RELATING TO THE MERGER

If the Resolution is not passed at the General Meeting then the Merger will not complete and the Group will not have access to the Dokwe Project as part of its portfolio. The Merger may not complete if other conditions are not met.

The risks above do not necessarily comprise all those faced by the Company and are not intended to be presented in any assumed order of priority. The investment offered in this document may not be suitable for all of its recipients. Investors are accordingly advised to consult an investment adviser, who is authorised under the FSMA if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser and who or which specialises in investments of this kind.

PART 5

DEFINITIONS

The following definitions apply throughout this document unless the context otherwise requires:

Notice of General Meeting
of

ARIANA RESOURCES PLC
(Incorporated in England and Wales under number 05403426)

Notice is hereby given that a General Meeting of Ariana Resources PLC (the "Company") will be held at 12 noon on 26 June 2024 at the East India Club, 16 St James's Square, London SW1 4LH, in order to consider and, if thought fit, pass the resolution set out below as an Ordinary Resolution:

Words and phrases that are defined in the circular to shareholders of which this Notice forms part (the "Circular") shall have the same meanings in this Notice, including in the resolution below.

ORDINARY RESOLUTION

That the Directors be and are hereby authorised to exercise all powers of the Company to issue the Merger Shares being in aggregate up to 687,817,998 new Ordinary Shares in accordance with section 551 of the Act. The authority hereby conferred, unless previously renewed, revoked or varied by the Company by ordinary resolution, shall expire at the close of business on the date falling 6 months from the date of the passing of this Resolution, save that the Company may before such expiry make an offer or agreement which would or might require Ordinary Shares to be issued or granted after such expiry and the Directors may issue or grant Ordinary Shares in pursuance of such an offer or agreement as if the authority conferred by this Resolution had not expired.

This resolution is in addition to all unexercised authorities previously granted to the Directors to issue or grant Equity Securities

By Order of the Board

10 June 2024

Notes:

1.       As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at a general meeting of the Company. You can only appoint a proxy using the procedures set out in these notes.

2.       A proxy does not need to be a member of the Company but must attend the meeting to represent you. To appoint as your proxy a person other than the Chairman of the meeting, insert their full name in the box. If you sign and return this proxy form with no name inserted in the box, the Chairman of the meeting will be deemed to be your proxy. Where you appoint as your proxy someone other than the Chairman, you are normally responsible for ensuring that they attend the meeting and are aware of your voting intentions.

3.       You may not appoint more than one proxy to exercise rights attached to any one share.

4.       To direct your proxy how to vote on the resolution mark the appropriate box with an 'X'. To abstain from voting on a resolution, select the relevant "Vote withheld" box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If you give no voting indication, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.

5.       To appoint a proxy you must ensure that the attached proxy form is completed, signed and sent to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6AH by no later than 12 noon on 24 June 2024.

6.       In the case of a member which is a company, the Form of Proxy must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.

7.       Any power of attorney or any other authority under which this proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.

8.       In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).

9.       If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the meeting (and any adjournment of the meeting) by following the procedures described in the CREST Manual available on the website of Euroclear UK and International Limited ("Euroclear") at www.euroclear.com. CREST Personal Members or other CREST sponsored members (and those CREST members who have appointed a voting service provider) should refer to their CREST sponsor or voting service provider, who will be able to take the appropriate action on their behalf. In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message (regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy) must, in order to be valid, be transmitted so as to be received by Computershare Investor Services PLC.

10.     You may not use any electronic address provided in this proxy form to communicate with the Company for any purposes other than those expressly stated.

11.     Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the time by which a person must be entered on the register of members in order to have the right to attend and vote at the Annual General Meeting is 6.00 p.m. on 24 June 2024, (being not more than 48 hours prior to the time fixed for the Meeting) or, if the Meeting is adjourned, such time being not more than 48 hours prior to the time fixed for the adjourned meeting. Changes to entries on the register of members after that time will be disregarded in determining the right of any person to attend or vote at the Meeting.