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").
24 June 2024
AIM: AAU
FINAL AUDITED RESULTS FOR THE
YEAR ENDED 31 DECEMBER 2023
NOTICE OF ANNUAL GENERAL
MEETING
Ariana Resources plc ("Ariana" or
"the Company"), the AIM-listed mineral exploration and development
company with gold mining interests in Africa and Europe, announces
its audited results for the year ended 31 December 2023.
The Report and Accounts will be
posted to shareholders as applicable and are available on the
Company's website.
In accordance with Rule 20 of the
AIM Rules, Ariana Resources confirms that the annual report and
accounts for the year ended 31 December 2023 and notice of the
Annual General Meeting ("AGM") and related proxy form will be
available to view on the Company's website on 24 June 2024 and will be posted to
shareholders. The AGM will be held on 19 July 2024,
at 10.30
a.m. at East
India Club, 16 St James's Square, London, SW1Y 4LH.
Chairman's Statement
As we reflect on the achievements
and milestones of Ariana Resources plc in 2023, I am pleased to
share that this year has been a period of remarkable progress and
significant transformation for our Company. Despite global economic
challenges, Ariana Resources has demonstrated resilience,
innovation and a commitment to sustainable growth, positioning us
strongly for the future.
Most significantly, after completing
an assessment of several early and advanced-staged exploration and
development opportunities, particularly in Africa, the Company took
an initial 2.1% interest in the feasibility-stage 1.8Moz Dokwe Gold
Project in Zimbabwe (owned by Rockover Holdings Limited) via its
Asgard Metals subsidiary. This enabled the funding of an extensive
due-diligence technical programme on the project during much of
2023 and into 2024, including the completion of four diamond
drill-holes, which has led to the proposed merger with Rockover
Holdings Limited, post-period end. We are excited about the
potential value-accretive opportunity this project presents for the
Company and its shareholders, and we look forward to advancing the
project towards a definitive feasibility study in the coming
year.
Operational Highlights
Several substantial advancements
across our portfolio of assets, particularly in Türkiye, were seen
in 2023. The Kiziltepe Mine has continued to perform robustly
during a period which witnessed the development of its fourth
open-pit on the Banu Vein. This has been a testament to the
operational efficiencies and strategic investments made toward
enhancing the mine's capacity and productivity. The specific focus
on optimising the Mineral Resource and Reserves, operational
workflows and employing state-of-the-art technologies, has resulted
in an overall increase in production since operations commenced in
2017, exceeding our initial projections by over 50,000oz of gold by
the year-end.
In parallel, the development of the
Tavşan Project has progressed significantly after a five-month
period in which construction was suspended in 2023 following a
local court ruling against its Environmental Impact Assessment. Our
operating company in Türkiye, Zenit Madencilik San. ve Tic. A.S.
(of which we own 23.5%), successfully navigated this situation and
was able to recommence mine construction in July 2023. Furthermore,
initial gold production from Tavşan has been recorded post-period
end following the trucking of high-grade ore to the Kiziltepe CIL
processing plant. We currently anticipate the commencement of gold
production from the Tavşan heap-leach towards the end of 2024.
These developments underscore our commitment to expanding our
production base and diversifying our project portfolio.
Exploration and Expansion
Exploration remains at the heart of
Ariana Resources. Our strategic partnership with Özaltin Holding
and Proccea Construction continues to yield benefits, particularly
in the context of the Salinbaş Project. These collaborations have
provided the financial strength and technical expertise to support
the exploration and development of this project, ensuring its
efficient advancement through an extensive drilling programme over
the past couple of years. This year, our exploration team
contributed to important discoveries, including the identification
of new mineralised zones, such as Hizarliyayla, which has opened
exciting opportunities for future investigation.
Elsewhere, the exploration being
undertaken by the team at Western Tethyan Resources Limited in
partnership with Newmont is proceeding exceptionally well. This
work included extensive new generative exploration programmes
across both Kosovo and North Macedonia. Towards the end of the year
this culminated in the drilling of the first two holes into the
Hertica prospect in eastern Kosovo. We are dedicated to advancing
these prospects through rigorous exploration programmes, which we
believe will enhance our resource base and contribute to long-term
value creation.
Financial Performance
Ariana delivered a financial result
for 2023 in line with expectations, underpinned by the production
from the Kiziltepe operation and prudent financial management of
the Tavşan mine build, which had been funded entirely by Zenit
Madencilik to the year-end. Revenue recorded within Zenit
Madencilik benefitted from favourable commodity prices, despite the
lower throughput and grade of ore being processed compared to the
prior year, and cost control across the Kiziltepe and Tavşan
operations delivered a robust year-end profit. Meanwhile, our
exploration and associated expenditure increased during the year,
largely reflecting the work being undertaken by our subsidiary
Western Tethyan, in addition to some Turkish exploration costs. By
year-end, we had maintained a healthy cash and gold bullion-backed
bank position, the latter held in Türkiye in preference to holding
Turkish Lira given the significant currency fluctuations impacting
prior years.
Sustainability and Corporate
Responsibility
Sustainability is a core pillar of
our business strategy. In 2023, we made meaningful progress in our
environmental, social, and governance (ESG) initiatives. We have
implemented several measures to reduce our environmental footprint
and promote environmental stewardship, including energy-efficient
practices and waste management programmes. In particular, our
dedicated office facilities in Ankara now generate more electricity
than they consume, through use of a solar-power system installed
during the year. We have also introduced the first hybrid-electric
vehicles to our fleet, marking a process of change that will come
in the years ahead as technologies continue to improve. Our
commitment to social responsibility is reflected in our community
engagement activities, where we have supported local communities
through various development projects and educational and
health
initiatives in Türkiye and
elsewhere. We continue to prioritise the health and safety of our
employees and their personal development, adhering to the highest
standards of workplace safety, including access to a
helicopter-based medevac service while our team maintained an
on-site presence in Zimbabwe. Our dedication to maintaining a safe
and inclusive work environment is unwavering and we are proud of
our track record in this area.
Looking Ahead
As we look forward to 2024 and
beyond, Ariana Resources is well-positioned to continue its growth
trajectory, particularly with respect to the development of the
Dokwe Gold Project, which we intend to advance into a project
feasibility study. Our strategic focus will remain on enhancing
operational efficiencies, advancing our exploration projects, and
pursuing value-accretive opportunities. We are confident that our
financially disciplined, technology-driven approach and our robust
project pipeline will drive sustainable growth and deliver
long-term value for our shareholders.
In closing, I would like to extend
my heartfelt gratitude to our dedicated employees, partners, and
shareholders for their unwavering support. Your commitment and
confidence in Ariana Resources have been instrumental in our
success. Together, we will continue to build a prosperous future
for our company and all its stakeholders.
Michael de Villiers
Chairman
21 June 2024
Financial Review
The Consolidated Statement of
Financial Position reports essentially a break-even position for
the year to December 2023 in terms of profit before tax, as
compared to a profit of £5m in the prior year. There are a variety
of reasons behind this change, the largest one being the decline in
the profitability of Zenit in the period, such that our share of
its results for the year declined by £4m to £2m. The key drivers of
this being lower grade ore being processed as part of the mine plan
after seven years of operation, and also the increased operational
costs associated with bringing the Tavşan mine into being,
including the support of that project during a five-month period of
suspension during the year.
Our Administrative Costs were lower
by over £0.7m in the year, at £2.5m but this year, the foreign
exchange gains on our US dollar holdings primarily, were also lower
by £2m, which is why these costs which are stated after exchange
movements appear higher this year. Overall, we remain extremely
cost-conscious, choosing to adopt exploration and management
practices which are enhancing cost-efficiency in the longer term.
Other Comprehensive Income shows a significant loss this year, at
£5.5m versus £3.5m in the comparative year. As mentioned in
previous years, these are the costs associated with translating the
opening balances of our overseas subsidiaries at the closing rates
of exchange, and the continued decline of the Turkish Lira has
caused this to increase once again.
As far as the Consolidated Statement
of Financial Position is concerned, the interests in our Equity
Accounted Investments, where we have a significant interest but not
overall control of these companies, declined by £1.8m primarily due
to the decline in value of our interest in Zenit after increased
translation losses again due to the weakening Turkish Lira. Our
Exploration Expenditure and Earn-in Advances increased by £1.2m
this year, being largely our work in Kosovo undertaken by our
subsidiary Western Tethyan Resources Limited, as well as some
Turkish exploration costs. The Group has cash and gold
bullion-backed bank balances in total amounting to £4.1m, the
latter held in Türkiye in preference to holding the local
currency.
The Group remains in a strong
financial position, with interests in a variety of exciting
projects, and remains extremely well positioned for future
growth.
Outlook
The past year witnessed a
consolidation of our core strategy to identify an advanced project
capable of being progressed through to the feasibility stage. This
culminated in a Merger Implementation Agreement entered with
Rockover Holdings Limited on the circa 1.8Moz Dokwe Gold Project in
Zimbabwe, which was announced post-period end. Despite its
relatively advanced status, the Dokwe Project shows substantial
exploration upside and can become the flagship asset of the company
on the conclusion of the Merger. Our team remain active on-site in
Zimbabwe and are continuing to improve our understanding of the
opportunity and the broader exploration potential across the
mineral claims.
In addition, we have implemented a
cutting-edge on-site geochemical laboratory at Dokwe, known as the
detectORETM system developed by Portable PPB Pty. Ltd.
in Perth, Australia. The application of this latest analytical
technology represents a game-changer for the industry, capable of
delivering very fast, reliable gold analytical results on-site at a
fraction of the cost of traditional methods. We have also
implemented the same system at our Ankara office, allowing for the
processing of our exploration samples across the southeast European
region. As ever, Ariana remains a first-mover in adopting the very
latest technologies in its exploration practices and we are proud
to support the further development of such methods through our
ongoing interaction with technology providers.
We are aiming to advance the Dokwe
Project through feasibility in the coming year, as we progress our
strategy to become a mid-tier mine developer in the longer term. As
part of this strategy, we are planning to dual-list the company on
the Australian Securities Exchange, aiming to encourage investment
from a new market, increasing liquidity and creating the
circumstances to enable a better valuation. This will be important
as we build on our plan to advance the Dokwe Project through
feasibility and then eventually into construction and operation.
Having built the Company from the ground up, particularly after
having navigated successfully through the challenges of mine
development and financing in Türkiye, we are confident we have the
skills, capacity and will to see the Dokwe Project through to a
successful conclusion.
2024 marks two decades since the
commencement of our first exploration programmes in Türkiye and,
coincidentally, two decades since the independent discovery of the
Dokwe Project by the Rockover team. In that time, both companies
charted a remarkably similar course, with a resolute focus on
achieving exploration success and developing innovative approaches
to make discoveries, culminating in the identification of mineral
resources of comparable scale. Most remarkably, both companies were
able to achieve this outcome at a near identical discovery cost per
resource ounce, which demonstrates better than any other metric,
the similarity of vision and strategy of Ariana and Rockover in
their exploration across frontier jurisdictions. These factors
contribute substantially to our understanding that the proposed
merger with Rockover represents a synergistic alliance of
fundamental values and core strengths.
We are looking forward to completing
the Merger with Rockover this year and welcome the support of our
stakeholders in enabling our ongoing development. By continuing to
build on the impressive and unusually successful exploration
track-records demonstrated by both Ariana and Rockover to date, we
will collectively enhance value and create a sustainable
future.
Dr Kerim Sener
Managing Director
21 June 2024
Consolidated Statement
of Comprehensive Income
For the year ended 31
December 2023
Continuing
operations
|
Note
|
2023
£'000
|
2022
£'000
|
Administrative costs
(net of exchange gains)
|
4a
|
(1,828)
|
(555)
|
General exploration
expenditure
|
|
(218)
|
(181)
|
Operating
loss
|
4b
|
(2,046)
|
(736)
|
Fair value gain on
gold bullion backed bank accounts
|
5
|
175
|
-
|
Profit on disposal of
gold bullion backed bank accounts
|
5
|
168
|
-
|
Fair value loss on
listed investments through profit or loss
|
13
|
(165)
|
-
|
Share of profit of
associate accounted for using the equity method
|
6c
|
2,080
|
6,010
|
Share of loss of
associate accounted for using the equity method
|
6b
|
(513)
|
(551)
|
Other
income
|
|
128
|
159
|
Investment
income
|
|
232
|
135
|
Profit before
tax
|
|
59
|
5,017
|
Taxation
|
8
|
(277)
|
(987)
|
Profit/(loss)
for the year from continuing operations
|
|
(218)
|
4,030
|
Earnings per share
(pence) attributable to equity holders of the company
|
|
|
|
Basic and
diluted
|
10
|
(0.02)
|
0.36
|
Other comprehensive
income
|
|
|
|
Items that are or may
be reclassified subsequently to profit or loss:
|
|
|
|
Exchange differences
on translating foreign operations
|
|
(5,466)
|
(3,504)
|
Other
comprehensive loss for the year net of income tax
|
|
(5,466)
|
(3,504)
|
Total
comprehensive profit/(loss) for the year
|
|
(5,684)
|
526
|
The accompanying notes
form part of these financial statements.
Consolidated Statement
of Financial Position
For the year ended 31
December 2023
|
Note
|
|
2023
£'000
|
|
2022
£'000
|
Assets
Non-current
assets
|
|
|
|
|
|
Trade and other
receivables
|
16
|
|
666
|
|
414
|
Financial assets at
fair value through profit or loss
|
13
|
|
883
|
|
639
|
Intangible
assets
|
11
|
|
112
|
|
130
|
Land, property, plant
and equipment
|
12
|
|
331
|
|
461
|
Investment in
associates accounted for using the equity method
|
6
|
|
13,479
|
|
15,317
|
Exploration
expenditure
|
14a
|
|
1,085
|
|
199
|
Earn-In
advances
|
14b
|
|
416
|
|
87
|
Total
non-current assets
|
|
|
16,972
|
|
17,247
|
Current
assets
|
|
|
|
|
|
Trade and other
receivables
|
17
|
|
854
|
|
1,280
|
Gold bullion backed
bank accounts
|
5
|
|
1,590
|
|
-
|
Cash and cash
equivalents
|
|
|
2,517
|
|
9,375
|
Liquid funds available
to the Group
|
|
|
4,107
|
|
9,375
|
Total current
assets
|
|
|
4,961
|
|
10,655
|
Total
assets
|
|
|
21,933
|
|
27,902
|
Equity
|
|
|
|
|
|
Called up share
capital
|
19
|
|
1,147
|
|
1,147
|
Share
premium
|
19
|
|
2,207
|
|
2,207
|
Other
reserves
|
|
|
720
|
|
720
|
Translation
reserve
|
|
|
(17,148)
|
|
(11,682)
|
Retained
earnings
|
|
|
34,448
|
|
34,666
|
Total equity
attributable to equity holders of the parent
|
|
|
21,374
|
|
27,058
|
Non-controlling
interest
|
|
|
140
|
|
30
|
Total
equity
|
|
|
21,514
|
|
27,088
|
Liabilities
|
|
|
|
|
|
Current
liabilities
|
|
|
|
|
|
Trade and other
payables
|
18
|
|
419
|
|
814
|
Total current
liabilities
|
|
|
419
|
|
814
|
Total equity and
liabilities
|
|
|
21,933
|
|
27,902
|
Company Statement of
Financial Position
For the year ended 31
December 2023
|
Note
|
2023
£'000
|
2022
£'000
|
Assets
Non-current
assets
|
|
|
|
Trade and other
receivables
|
16
|
3,728
|
3,850
|
Investments in group
undertakings
|
15
|
377
|
377
|
Investment in
associate accounted for using the equity method
|
6
|
2,035
|
2,612
|
Total non-current
assets
|
|
6,140
|
6,839
|
Current
assets
|
|
|
|
Trade and other
receivables
|
17
|
370
|
540
|
Cash and cash
equivalents
|
|
-
|
-
|
Total current
assets
|
|
370
|
540
|
Total
assets
|
|
6,510
|
7,379
|
Equity
|
|
|
|
Called up share
capital
|
19
|
1,147
|
1,147
|
Share
premium
|
19
|
2,207
|
2,207
|
Retained
earnings
|
|
3,130
|
3,886
|
Total
equity
|
|
6,484
|
7,240
|
Liabilities
Current
liabilities
|
|
|
|
Trade and other
payables
|
18
|
26
|
139
|
Total current
liabilities
|
|
26
|
139
|
Total equity and
liabilities
|
|
6,510
|
7,379
|
The accompanying notes
form part of these financial statements.
Consolidated Statement
of Changes in Equity
For the year ended 31
December 2023
|
Share
capital
£'000
|
Share
premium
£'000
|
Other
reserves
£'000
|
Share
based
payments
reserve
£'000
|
Capital
reduction
reserve
£'000
|
Translation
reserve
£'000
|
Retained
earnings
£'000
|
Total
attributable to equity holders of parent
£'000
|
Non-
controlling
interest
£'000
|
Total
£'000
|
Changes in equity
to
31 December
2022
|
|
|
|
|
|
|
|
|
|
|
Balance at
1 January 2022
|
1,097
|
305
|
720
|
173
|
7,222
|
(8,178)
|
27,160
|
28,499
|
30
|
28,529
|
Profit for the
year
|
-
|
-
|
-
|
-
|
-
|
-
|
4,030
|
4,030
|
-
|
4,030
|
Other
comprehensive income
|
-
|
-
|
-
|
-
|
-
|
(3,504)
|
-
|
(3,504)
|
-
|
(3,504)
|
Total
comprehensive income
|
-
|
-
|
-
|
-
|
-
|
(3,504)
|
4,030
|
526
|
-
|
526
|
Issue of ordinary
shares
|
50
|
1,902
|
-
|
-
|
-
|
-
|
-
|
1,952
|
-
|
1,952
|
Dividend paid
to shareholders
|
-
|
-
|
-
|
-
|
-
|
-
|
(3,919)
|
(3,919)
|
-
|
(3,919)
|
Transfer between
reserves
|
-
|
-
|
-
|
(173)
|
(7,222)
|
-
|
7,395
|
-
|
-
|
-
|
Transactions
with owners
|
50
|
1,902
|
-
|
(173)
|
(7,222)
|
-
|
3,476
|
(1,967)
|
-
|
(1,967)
|
Balance at
31 December 2022
|
1,147
|
2,207
|
720
|
-
|
-
|
(11,682)
|
34,666
|
27,058
|
30
|
27,088
|
Changes in equity
to
31 December
2023
|
|
|
|
|
|
|
|
|
|
|
Loss for the
year
|
-
|
-
|
-
|
-
|
-
|
-
|
(218)
|
(218)
|
-
|
(218)
|
Other
comprehensive income
|
-
|
-
|
-
|
-
|
-
|
(5,466)
|
-
|
(5,466)
|
-
|
(5,466)
|
Total
comprehensive income
|
-
|
-
|
-
|
-
|
-
|
(5,466)
|
(218)
|
(5,684)
|
-
|
(5,684)
|
Transactions between
shareholders
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
110
|
110
|
Transactions
with owners
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
110
|
110
|
Balance at
31 December 2023
|
1,147
|
2,207
|
720
|
-
|
-
|
(17,148)
|
34,448
|
21,374
|
140
|
21,514
|
The accompanying notes
form part of these financial statements.
Company Statement of
Changes in Equity
For the year ended 31
December 2023
|
Share
capital
£'000
|
Share
premium
£'000
|
Capital
reduction
Reserve
£'000
|
Share
based
payments
reserve
£'000
|
Retained
earnings
£'000
|
Total
£'000
|
Changes in equity
to
31 December
2022
|
|
|
|
|
|
|
Balance at 1
January 2022
|
1,097
|
305
|
7,222
|
173
|
34
|
8,831
|
Profit for the
year
|
-
|
-
|
-
|
-
|
376
|
376
|
Other comprehensive
income
|
-
|
-
|
-
|
-
|
-
|
-
|
Total
comprehensive income
|
-
|
-
|
-
|
-
|
376
|
376
|
Issue of ordinary
shares
|
50
|
1,902
|
-
|
-
|
-
|
1,952
|
Dividend paid to
shareholders
|
-
|
-
|
-
|
-
|
(3,919)
|
(3,919)
|
Transfer between
reserves
|
-
|
-
|
(7,222)
|
(173)
|
7,395
|
-
|
Transactions
with owners
|
50
|
1,902
|
(7,222)
|
(173)
|
3,476
|
(1,967)
|
Balance at 31
December 2022
|
1,147
|
2,207
|
-
|
-
|
3,886
|
7,240
|
Changes in
equity to
31 December
2023
|
|
|
|
|
|
|
Loss for the
year
|
-
|
-
|
-
|
-
|
(756)
|
(756)
|
Other comprehensive
income
|
-
|
-
|
-
|
-
|
-
|
-
|
Total comprehensive
income
|
-
|
-
|
-
|
-
|
(756)
|
(756)
|
Transactions
with owners
|
-
|
-
|
-
|
-
|
-
|
-
|
Balance at 31
December 2023
|
1,147
|
2,207
|
-
|
-
|
3,130
|
6,484
|
The accompanying notes
form part of these financial statements.
Consolidated Statement
of Cash Flows
For the year ended 31
December 2023
|
2023
£'000
|
2022
£'000
|
Cash flows from
operating activities
|
|
|
Profit/(loss) for the
year
|
(218)
|
4,030
|
Adjustments
for:
|
|
|
Depreciation of
non-current assets
|
74
|
93
|
Share of profit in
equity accounted associate
|
(2,080)
|
(6,010)
|
Share of loss in
equity accounted associate
|
513
|
551
|
Fair value loss on
listed investments
Profit on disposal of
gold bullion backed bank accounts
|
165
(168)
|
-
-
|
Fair value gain on
investment in gold bullion backed bank accounts
|
(175)
|
-
|
Expenditure settled in
shares for non-controlling shareholders
|
60
|
-
|
Investment
income
|
(232)
|
(135)
|
Income tax
expense
|
277
|
987
|
Movement in
working capital
|
(1,784)
|
(484)
|
(Increase)/decrease in
trade and other receivables
|
(842)
|
(361)
|
(Decrease)/increase in
trade and other payables
|
(263)
|
46
|
Cash
(outflow)/inflow from operating activities
|
(2,889)
|
(799)
|
Taxation
paid
|
(256)
|
(1,882)
|
Net cash (used
in)/generated from operating activities
|
(3,145)
|
(2,681)
|
Cash flows from
investing activities
|
|
|
Earn-In
Advances
|
(330)
|
(87)
|
Purchase of land,
property, plant and equipment
|
(94)
|
(333)
|
Payments for
intangible and exploration assets
|
(896)
|
(199)
|
Purchase of gold
bullion backed bank accounts
|
(1,916)
|
-
|
Proceeds from disposal
of gold bullion backed bank accounts
|
671
|
-
|
Purchase of associate
investment
|
(200)
|
-
|
Purchase of financial
assets at fair value through profit or loss
|
(443)
|
(155)
|
Loan granted to
associate
|
(350)
|
(500)
|
Investment
income
|
232
|
135
|
Net cash
generated from/ (used in) investing activities
|
(3,326)
|
(1,139)
|
Cash flows from
financing activities
|
|
|
Issue of share
capital
|
-
|
1,952
|
Proceeds from
non-controlling interest
|
50
|
-
|
Payment of shareholder
dividend (excluding uncashed)
|
(8)
|
(4,022)
|
Net cash (used
in)/generated from financing activities
|
42
|
(2,070)
|
Net
(decrease)/increase in cash and cash equivalents
|
(6,429)
|
(5,890)
|
Cash and cash
equivalents at beginning of year
|
9,375
|
16,389
|
Exchange adjustment on
cash and cash equivalents
|
(429)
|
(1,124)
|
Cash and cash
equivalents at end of year
|
2,517
|
9,375
|
|
|
|
Liquid funds
available to the Group.
|
|
|
Cash and cash
equivalents
|
2,517
|
9,375
|
Gold bullion backed
bank accounts held at year end at market
value.
|
1,590
|
-
|
|
4,107
|
9,375
|
The accompanying notes
form part of these financial statements.
Selected Notes to the Consolidated
Financial Statements
for the year ended 31 December 2023
1. General Information
Ariana Resources PLC (the "Company")
is a public limited company incorporated, domiciled and registered
in the UK. The registered number is 05403426 and the registered
address is 2nd Floor, Regis House, 45 King William Street, London,
EC4R 9AN.
The Company's shares are listed on
the Alternative Investment Market of the London Stock Exchange. The
principal activities of the Company and its subsidiaries (together
the "Group") are related to the exploration for and development of
gold and technology-metals, principally in south-eastern
Europe.
The consolidated financial statements
are presented in Pounds Sterling (£), which is the parent company's
functional and presentation currency, and all values are rounded to
the nearest thousand except where otherwise indicated. The
financial information has been prepared on the historical cost
basis modified to include revaluation to fair value of certain
financial instruments and the recognition of net assets acquired
including contingent liabilities assumed through business
combinations at their fair value on the acquisition date modified
by the revaluation of certain items, as stated in the accounting
policies.
Basis of Preparation
The Group financial statements have
been prepared and approved by the Directors in accordance with
UK-adopted International Accounting Standards and effective for the
Group's reporting for the year ended 31 December 2023.
The separate financial statements of
the Company are presented as required by the Companies Act 2006. As
permitted by that Act, the separate financial statements have been
prepared in accordance with UK-adopted International Accounting
Standards. These financial statements have been prepared under the
historical cost convention (except for financial assets at FVOCI)
and the accounting policies have been applied consistently
throughout the period.
Going Concern
These financial statements have been
prepared on the going concern basis.
The Directors are mindful that there
is an ongoing need to monitor overheads and costs associated with
delivering on its strategy and certain exploration programmes being
undertaken across its portfolio. The Group has no bank facilities
and has been meeting its working capital requirements from cash
resources and its gold bullion-backed bank accounts which are
convertible into cash on demand. At the year end the Group had
liquid funds amounting to £2.517 million (2022: £9.375 million), as
well as gold bullion-backed accounts amounting to £1.59 million
(2022: £nil).
The Directors have prepared cash flow
forecasts for the Group for the period to 30 September 2025 based
on their assessment of the prospects of the Group's operations. The
cash flow forecasts include expected future cash flows from our
equity-accounted associates along with the normal operating costs
for the Group over the period together with the discretionary and
non-discretionary exploration and development expenditure. The
Group can of course reduce its discretionary operational
expenditure as well as liquidate available-for-sale
investments.
The forecasts indicate that on the
basis of existing cash and other resources, and expected future
dividend payments from Zenit, the Group may require additional
funds if it is to meet all its expected obligations in delivering
all of its work programmes for the forthcoming year, particularly
on completion of the acquisition of Rockover Holdings Limited (see
note 24). This project is being acquired with the intention of
advancing immediately to its feasibility-stage development and the
forecasts specifically include this outcome.
The Directors are obliged to consider
a variety of options as regards to the financing of the Group going
forward, and this may include an equity raise via an open offer or
placing, or alternative sources of finance if thought appropriate.
Planning is also underway with regard to a dual-listing on the
Australian Securities Exchange ("ASX") which will provide further
opportunities to raise capital. Despite the continuing challenging
market conditions for exploration and development companies, the
Company and the Group have been successful historically in raising
finance (having last done so in 2017) and in the light of this, the
Directors have a reasonable expectation of securing sufficient
funding to continue in operational existence for the foreseeable
future.
In preparing these financial
statements the Directors have given consideration to the above
matters and on this basis they believe that it remains appropriate
to prepare the financial statements on a going concern
basis.
4. Administrative costs &
Operating loss
4a. Administrative costs amounting to £1,828,000 (2022: £555,000)
are stated after significant exchange gains amounting to £712,000
(2022: £2.8m), these primarily arising in the group's wholly owned
subsidiary Galata Mineral Madencilik San. ve Tic. A.S. ("Galata"),
mainly due to the strengthening of the US dollar and Sterling
against the Turkish Lira. On retranslation into Galata's functional
currency, US dollar and Sterling-denominated assets held by Galata,
including bank, gold bullion-backed bank accounts and trade
receivables, resulted in an uplift to those Lira asset valuations
and a corresponding exchange gain for the year to 31 December
2023.
4b. The
operating loss is stated after charging/(crediting):
|
2023
£'000
|
2022
£'000
|
Depreciation and amortisation - owned
assets
|
73
|
93
|
Office lease rentals
|
6
|
8
|
Exceptional exchange (gain) in
Türkiye
|
(712)
|
(2,821)
|
Net foreign exchange
losses/(gains)
|
60
|
156
|
Fees payable to the Company's auditor
for the audit of the Group's and Company's annual
accounts
|
50
|
50
|
Fees payable to the Company's auditor
for other services:
- The audit of the Company's
subsidiaries
|
25
|
25
|
5. Gold Bullion Backed Bank
Accounts
During March 2023 the Group, through
its wholly owned subsidiary company Galata Madencilik San. Ve Tic
Ltd, reinvested some of its currency reserves into gold
bullion-backed bank accounts. As at the end of the year and due to
the significant increase in the market price for this commodity,
the resulting uplift in the market valuation compared to its
original cost, resulted in an unrealised gain amounting to
£175,000. This gain has been reflected in the statement of
comprehensive income. Additionally, profit amounting to £168,000
was generated from the part-disposal of the gold bullion-backed
bank account during the year. The year-end valuation for the gold
bullion-backed bank accounts amounted to £1,590,000 (2022: Nil) and
this investment is separately shown under current assets in the
financial statements. Whilst the gold
bullion-backed bank accounts are convertible into cash on demand,
they do not meet the definition of cash and cash equivalents under
IAS 7 as they are not subject to an insignificant risk of changes
in value.
6. Equity accounted
Investments
The Group and Company's investments
comprise the following: -
Associates and joint ventures
companies
|
Note
|
Group
2023
£'000
|
Company
2023
£'000
|
Group
2022
£'000
|
Company
2022
£'000
|
Associate Interest in Pontid
Madencilik San. ve Tic. A.S. ("Pontid")
|
6a
|
4,139
|
-
|
4,139
|
-
|
Associate Interest in Venus Minerals
Ltd ("Venus")
|
6b
|
2,035
|
2,035
|
1,848
|
2,612
|
Associate Interest in Zenit
Madencilik San. ve Tic. A.S. ("Zenit")
|
6c
|
7,305
|
-
|
9,330
|
-
|
Carrying amount of investment at 31 December
|
|
13,479
|
2,035
|
15,317
|
2,612
|
6a Associate Interest in
Pontid
Following the disposal in the prior
year by Greater Pontides Exploration B.V. (holding company) of its
entire interest in Pontid Madencilik San. ve Tic. A.S. ("Pontid")
to Ozaltin Holding A.S and Proccea Construction Co., the Group
reinvested US$5.75m for a 23.5% shareholding in Pontid. This
investment is currently valued at £4.139m and represents the
Group's share of Pontid's net assets and goodwill paid on
acquisition. Since the date of acquisition, Pontid continues to
benefit from new capital funding into its Salinbaş
project.
Financial information based on
Pontid's translated financial statements, and reconciliations with
the carrying amount of the investment in the consolidated financial
statements are set out below.
Statement of financial
position
As at 31 December 2023
|
2023
£'000
|
2022
£'000
|
Assets
Non-current assets
|
|
|
Other receivables
|
-
|
14
|
Intangible exploration
assets
|
2,567
|
2,006
|
Land, property, plant and
machinery
|
47
|
69
|
Total non-current assets
|
2,614
|
2,089
|
Current assets
|
|
|
|
|
|
Trade and other
receivables
|
470
|
337
|
Cash and cash equivalents
|
2,626
|
4,377
|
Total current assets
|
3,096
|
4,714
|
Total assets
|
5,710
|
6,803
|
Current liabilities
|
|
|
Other payables
|
38
|
131
|
Total current liabilities
|
38
|
131
|
Equity
|
5,672
|
6,672
|
Proportion of the Group's
ownership
|
23.5%
|
23.5%
|
Share of net assets per above
analysis
|
1,333
|
1,568
|
Goodwill on acquisition and share of
interest post-acquisition
|
2,806
|
2,571
|
Carrying amount of investment in Pontid
|
4,139
|
4,139
|
6b Share of loss of associate
interest in Venus Minerals Ltd
The Company and group acquired 50% of
Venus Minerals Ltd ("Venus") through an earn-in agreement on 5
November 2021. During the period the Company provided additional
support to Venus, initially in the form of convertible loan finance
and subsequently on the conversion of this loan into equity.
Following the loan conversion during May 2023, the Company's
shareholding in Venus increased from 50% to 58% (post-period end
61%). The Ariana Board recognises that this additional equity stake
is solely to assist with the short-term funding of Venus and has no
direct impact on its operational control. On this basis, the Ariana
Board believes it appropriate to continue to use the equity method
of accounting for its investment in Venus.
On the 1 November 2023, Venus changed
its legal status from Limited to PLC ahead of its planned
IPO.
The Group and Company accounts for
its associate interest in Venus using the equity method in
accordance with IAS 28 (revised). The results set out below
includes the Group`s and Company's share of loss for the year to 31
December 2023.
|
Group
2023
£'000
|
Company
2023
£'000
|
Group
2022
£`000
|
Company
2022
£`000
|
|
Equity
accounted
Associate
interest
|
Equity
accounted Associate interest
|
Equity
accounted Associate interest
|
Equity
accounted Associate interest
|
At 1 January 2023
|
1,848
|
2,612
|
2,399
|
2,612
|
Equity acquired
|
700
|
700
|
-
|
-
|
Share of loss since significant
influence recognised by Group and Company
|
(513)
|
(1,277)
|
(551)
|
-
|
At 31 December 2023
|
2,035
|
2,035
|
1,848
|
2,612
|
6c Share of profit of associate
interest in Zenit
The Group accounts for its associate
interest in Zenit using the equity method in accordance with IAS 28
(revised). In prior years Zenit was also accounted for using the
equity method of accounting, albeit the company was then classified
as a joint venture, until part disposal by the Group in February
2021. At 31 December 2023 the Group has a 23.5% interest in Zenit,
and profits from Zenit are shared in the ratio of 23.5% the Group,
23.5% Proccea and the remaining 53% interest to Ozaltin Holding
A.S.
Zenit was incorporated in, and has
its principal place of business in Ankara, Türkiye.
Financial information based on
Zenit's translated financial statements, and reconciliations with
the carrying amount of the investment in the consolidated financial
statements are set out below:
Statement of Comprehensive
Income
For the year ended 31 December
2023
|
2023
£'000
|
2022
£'000
|
Revenue
|
31,247
|
47,489
|
Cost of sales
|
(21,355)
|
(26,244)
|
Gross Profit
|
9,892
|
21,245
|
Administrative and other expenditure
(including government levy)
|
(2,265)
|
(555)
|
Operating profit
|
7,627
|
20,690
|
Finance expenses including foreign
exchange losses
|
(944)
|
(1,102)
|
Finance income including foreign
exchange gains
|
6,629
|
4,728
|
Profit before tax
|
13.312
|
24,316
|
Taxation charge (including deferred
taxation)
|
(4.459)
|
1,259
|
Profit for the year
|
8,853
|
25,575
|
Proportion of the Group's profit
share
|
23.5%
|
23.5%
|
Group's share of profit for the year
|
2,080
|
6,010
|
6c Share of profit of interest in
associate in Zenit
Statement of financial
position
As at 31 December 2023
|
2023
£'000
|
2022
£'000
|
Assets
Non-current assets
|
|
|
Other receivables and deferred tax
asset
|
4,242
|
6,287
|
Intangible exploration
assets
|
14
|
50
|
Kiziltepe Gold Mine (including
capitalised mining, land, property and equipment
|
8,006
|
12,889
|
Tavşan Mine in
construction
|
10,883
|
4,709
|
Total non-current assets
|
23,145
|
23,935
|
Current assets
|
|
|
|
Trade and other
receivables
|
314
|
281
|
Inventories
|
2,287
|
3,424
|
Other receivables, VAT and
prepayments
|
3,458
|
5,345
|
Cash and cash equivalents
|
10,904
|
15,420
|
Total current assets
|
16,963
|
24,470
|
Total assets
|
40,108
|
48,405
|
Liabilities
|
|
|
Non-current liabilities
|
|
|
Asset retirement
obligation
|
417
|
582
|
Total non-current liabilities
|
417
|
582
|
Current liabilities
|
|
|
Borrowings
|
-
|
361
|
Trade payables
|
2,403
|
3,345
|
Other payables
|
6,203
|
4,415
|
Total current liabilities
|
8,606
|
8,121
|
Total liabilities
|
9,023
|
8,703
|
Equity
|
31,085
|
39,702
|
Proportion of the Group's
ownership
|
23.5%
|
23.5%
|
Carrying amount of investment in associate
|
7,305
|
9,330
|
Movement in Equity - our share
|
|
|
Opening balance
|
9,330
|
4,864
|
Profit for the year
|
2,080
|
6,010
|
Translation and other
reserves
|
(4,105)
|
(1,544)
|
Closing balance
|
7,305
|
9,330
|
|
|
|
|
|
| |
9. Profit and distributable reserves
of parent Company
(a) Profit of parent
company
As permitted by Section 408 of the
Companies Act 2006, the statement of comprehensive income of the
parent Company is not presented as part of these financial
statements. The parent Company's loss for the financial year was
£756,000 (2022: profit of £376,000).
(b) Distributable reserves of parent
company
The Company paid its first
shareholder inaugural special dividend on 24 September 2021
amounting to £3,820,873. To facilitate this distribution the
Company gained shareholder approval during February 2021 and
applied to the High Court of Justice of England and Wales to reduce
its share capital. This application was granted by the High Court
during July 2021 and the share capital reduction scheme resulted in
generating distributable reserves of £7.22m, as set out in the
Company's Statement of Changes in Equity.
(c) Dividends
During the prior year, a second
interim and third final part of the inaugural special dividend
distribution was paid out of distributable reserves. The second
interim payment on 11 March 2022 of 0.175 pence per ordinary share
amounted to £1,919,186; the third and final payment on 21 September
2022 of 0.175 pence per ordinary share amounted to
£2,000,010.
10. Earnings per share on continuing
operations
The calculation of basic
profit/(loss) per share is based on the loss attributable to
ordinary shareholders of £218,000 (2022: Profit - £4,030,000)
divided by the weighted average number of shares in issue during
the year, being 1,146,363,330 shares (2022:
1,133,043,081). There is no material effect on the basic earnings
per share for any dilution provided by share
options.
13. Financial assets at fair value
through profit or loss
Group and Company
|
Group
£'000
|
At 1 January 2023
|
639
|
Additions
|
443
|
Fair value adjustment
|
(165)
|
Exchange movement
|
(34)
|
At
31 December 2023
|
883
|
Carrying value
|
|
At 31 December 2022
|
639
|
At
31 December 2023
|
883
|
During the year, the Group's wholly
owned subsidiary, Asgard Metals Pty. Ltd., continued with its
investment strategy, with the acquisition of both listed and
unlisted investments amounting to £443,000.
As at 31 December 2023, due to a
change in the market valuation of its listed securities, a fair
value loss amounting to £165,000 has been reflected in these
accounts. The market valuation of listed securities at the balance
sheet date amounted to £87,000 (level 1 hierarchy). Unlisted
securities, where fair value cannot be reliably measured, continue
to be valued at cost and amounted to £796,000 (level 3 hierarchy)
at the balance sheet date.
16. Non-current trade and other
receivables
|
Group
|
Company
|
|
2023
£'000
|
2022
£'000
|
2023
£'000
|
2022
£'000
|
Amounts owed by Group
undertakings
|
-
|
-
|
3,728
|
3,850
|
Amounts owed by associate
interest
|
666
|
414
|
-
|
-
|
|
666
|
414
|
3,728
|
3,850
|
The amount owed to the Group relates
to an instalment-based interest free loan agreed upon following the
disposal by Galata of its three remaining satellite projects to
Zenit at a rate of US$50,000 per calendar month. During May 2023,
it was agreed that the monthly instalment plan would be paused
until the second mine at Tavşan, currently under construction and
financed entirely from funds retained by Zenit, is
operational.
The directors have assessed that the
future fair value return on settlement of this debt is not
materially different from the carrying value shown
above.
17. Trade and other
receivables
|
Group
|
Company
|
|
2023
£'000
|
2022
£'000
|
2023
£'000
|
2022
£'000
|
Other receivables
|
370
|
155
|
20
|
29
|
Amounts owed by associate
interest
|
-
|
497
|
-
|
-
|
Loan to associate interest
|
350
|
500
|
350
|
511
|
Prepayments
|
134
|
128
|
-
|
-
|
|
854
|
1,280
|
370
|
540
|
The carrying values of other
receivables and amounts owed by associate interest approximate
their fair values as these balances are expected to be cash settled
in the near future.
A convertible loan agreement with
Venus Minerals Limited amounting to £700,000, including the advance
granted in the prior year, was settled in full during May 2023 in
exchange for additional equity in Venus.
A second convertible loan agreement
was completed with Venus Minerals PLC (previously Ltd) and at the
end of the year amounted to £350,000.
18. Trade and other
payables
|
Group
|
Company
|
|
2023
£'000
|
2022
£'000
|
2023
£'000
|
2022
£'000
|
Trade and other payables
|
118
|
189
|
20
|
102
|
Social security and other
taxes
|
172
|
355
|
-
|
-
|
Other creditors and
advances
|
21
|
137
|
-
|
29
|
Accruals and deferred
income
|
108
|
133
|
6
|
8
|
|
419
|
814
|
26
|
139
|
The above listed payables are all
unsecured. Due to the short-term nature of current payables, their
carrying values approximate their fair value.
19. Called up share capital, share
premium and capital reduction reserve
Allotted, issued and fully paid
ordinary 0.1p shares
|
Number
|
Ordinary
Shares
£'000
|
Share
Premium
£'000
|
In Issue 1 January & 31 December
2023
|
1,146,363,330
|
1,147
|
2,207
|
22. Contingent
liabilities
Following the restructuring of the
Group and the part disposal by Galata Mineral Madencilik San. ve
Tic. A.S. of 26.5% of its interest in Zenit Madencilik San. ve Tic.
A.S., 75% of the resulting gain on disposal is exempt from Turkish
corporation tax provided the gain is retained under equity by
Galata for a period of 5 years. This potentially exempt taxable
gain, including the previously reported gain during 2019 on Çamyol
Gayrimenkul, Madencilik, Turizm, Tarim ve Hayvancilik Ltd
("Camyol") is as follows:
Contracting parties
|
Shareholding
|
Taxable gain in Lira
|
Contingent liability in
Lira
|
Contingent Liability in
GBP
|
Galata
|
26.5%
|
127,766,456
|
31,941,614
|
£850,483
|
Çamyol
|
99%
|
4,529,343
|
1,132,335
|
£30,150
|
24. Post year end events
On 25 April 2024, the Company
announced that it had entered into a conditional Merger
Implementation Agreement, which if concluded would affect an
all-share acquisition of Rockover Holdings Limited ("Rockover"), a
company that owns the c. 1.3Moz Dokwe Gold Project in Zimbabwe. If
approved, this would give rise to the issue of approximately 688
million new Ariana shares, based on an agreed merger ratio of 62.5%
Ariana and 37.5% Rockover of the newly enlarged group.
Contacts:
Ariana Resources plc
|
Tel: +44 (0) 20 7407 3616
|
Michael de Villiers,
Chairman
|
|
Kerim Sener, Managing
Director
|
|
Beaumont Cornish Limited (Nominated Adviser)
|
Tel: +44 (0) 20 7628 3396
|
Roland Cornish / Felicity
Geidt
|
|
Panmure Gordon (UK) Limited (Joint Broker)
|
Tel: +44 (0) 20 7886 2500
|
Hugh Rich / Atholl Tweedie / Rauf
Munir
|
|
WHIreland Limited (Joint Broker)
Harry Ansell / Katy Mitchell /
George Krokos
Yellow Jersey PR Limited (Financial PR)
|
Tel: +44 (0) 207 2201666
Tel: +44 (0) 7983 521 488
|
Dom Barretto / Shivantha Thambirajah
/
Bessie Elliot
|
arianaresources@yellowjerseypr.com
|
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:
The information in this announcement
that relates to exploration results is based on information
compiled by Dr. Kerim Sener BSc (Hons), MSc, PhD, Managing Director
of Ariana Resources plc. Dr. Sener is a Fellow of The Geological
Society of London and a Member of The Institute of Materials,
Minerals and Mining and has sufficient experience relevant to the
styles of mineralisation and type of deposit under consideration
and to the activity that has been undertaken to qualify as a
Competent Person as defined by the 2012 edition of the Australasian
Code for the Reporting of Exploration Results, Mineral Resources
and Ore Reserves (JORC Code) and under the AIM Rules - Note for
Mining and Oil & Gas Companies. Dr. Sener consents to the
inclusion in the report of the matters based on his information in
the form and context in which it appears.
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 Ozaltin 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 the
Tavsan and 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.