AAU Ariana Resources Plc

30 September 2024

AIM: AAU

INTERIM RESULTS

Ariana Resources plc ("Ariana" or "the Company"), the AIM-listed mineral exploration and development company with gold project interests in Africa and Europe, is pleased to announce its unaudited interim results for the six months ended 30 June 2024.

Financial Highlights:

·    Profit after tax of £0.7m (H1 2023: £0.1m) was recorded for the period, with 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 2024 amounting to £2m (H1 2023: £0.7m).

·    During the period, Zenit continued to finance the Tavsan mine construction from its internal funds and, prior to period-end, entered a US$20 million loan facility with Türkiye Cumhuriyeti Ziraat Bankasi A.S. to complete the Tavsan mine build prior to year-end 2024.

·    Following shareholder approval at a General Meeting on 26 June 2024, the all-share merger of the Company and Rockover Holdings Limited ("Rockover") was completed to secure a 100% interest in the Dokwe Gold Project in Zimbabwe.

·    Accordingly, exploration assets included in the Statement of Financial Position have increased to £17.6m (H1 2023: £0.5m), with a commensurate increase in share capital and share premium, reflecting the all-share acquisition of Rockover.

Operational Highlights:

·    Revised Pre-Feasibility Study ("PFS") financial model on the Reserves at Dokwe North provide a post-tax NPV₁₀ of US$160 million and IRR of 41% at a gold price of US$2,000/oz.

·    Ore Reserves (JORC 2012) total 18.3Mt @ 1.36 g/t Au for 795,800 oz gold at Dokwe North (of which Ariana holds 100%). 

·    Ore Reserves (JORC 2012) total 5.3Mt @ 1.46 g/t Au + 9.81 g/t Ag for 249,000 oz gold and 1.67Moz of silver at the Kiziltepe and Tavsan mine sites (of which Ariana owns 23.5%).

·    Drilling was extended at the Salinbas project, with several highly significant results announced from the prior programme within the period, including the results of a 115-hole drilling programme at Salinbas and a 10-hole drilling programme along with geophysics at the Hizarliyayla prospect.

Strategic Highlights:

·    Ariana intends to seek a dual-listing on the Australian Securities Exchange ("ASX") to promote the opportunity to a broader range of potential investors; the Company appointed Ord Minnett Limited in Sydney to act as the Lead Manager for its proposed listing on the ASX, post-period end.

·    The Company continued with a broader advisory team as WH Ireland's capital markets division was bought by Zeus Capital Limited.

Significant Post-Period End Highlights:

·    Recent Mineral Resource Estimate ("MRE") and pit optimisations for the Dokwe Gold Project allow for the examination of an expanded mining scenario of 75,000 to 100,000 ounces of production over 10 to 15 years as part of the Definitive Feasibility Study.

·    Zenit acquired 100% of the shares of Pontid Madencilik San. ve Tic. A.S. ("Pontid") through an all-share merger (Pontid owned the Salinbas Project); this rationalisation has ensured all advanced mines and projects in Türkiye, specifically Kiziltepe, Tavsan and Salinbas are now held directly through Zenit with Ariana continuing to hold a 23.5% interest in the projects through its ongoing 23.5% of the enlarged Zenit.

·    1,390 metres of diamond drilling have been completed at the Western Tethyan Resources-owned Hertica Project in Kosovo as part of the partnership with Newmont Mining Corporation. The drilling has identified a new porphyry-style copper-gold-molybdenum alteration system.

Dr. Kerim Sener, Managing Director, commented:

"Reflecting on the same period a year ago demonstrates just how far Ariana has progressed in a short period of time. Back then, we alluded to the importance of our accelerator strategy and that we were looking very seriously at a "project on a new continent which has the capacity to become a significant opportunity for the Company". In the space of 12 months, and prior to the period-end, we secured our target, the 1.8Moz Dokwe Gold Project in Zimbabwe, through an all-share merger with Rockover. This is down to the dedication and hard work of our team and the team of Rockover, for which I wish to congratulate them wholeheartedly.

"As a result, we are witnessing the emergence of Ariana v2.0, representing a marked upgrade of our previous incarnation. This metamorphosis would not have been possible without our successful exploration and development over the past two decades and the experience that comes with the development of operating mines in emerging jurisdictions. Likewise, our team has now absorbed the multi-decades of expertise and knowledge base of our new colleagues in Zimbabwe, most notably Nick Graham and Andrew du Toit, who have joined our Board of Directors.

"Over the last few years in particular, we have developed an enviable pipeline of project opportunities for the Company, mostly at relatively advanced stages of progress and which contain an attributable total of >2.3Moz of gold in Mineral Resources and c.0.9Moz in Reserves. Our 23.5% interest in Zenit Madencilik in Türkiye remains an operational cornerstone, with the Kiziltepe Mine continuing to perform exceptionally well despite its age and the upcoming Tavsan Mine, which will progressively replace gold production as Kiziltepe is wound down over the coming years.

"The staging of our mine development pipeline could not have been better timed, especially considering the marked positive upswing in commodity prices. Likewise, our acquisition of the Dokwe Gold Project occurred when the commodities market was outperforming the gold-equities market by a substantial amount, and which was concluded during a valuation trough. We stand to do exceptionally well in the coming months and years as gold continues to strengthen, and we expect the gold equities market to respond accordingly.

"We are planning to list the Company on the Australian Securities Exchange in the coming months and, over the last several months, a large body of work has been underway to support this effort. We look forward to engaging with existing and potential new investors in the Company across a new market that particularly supports junior and mid-tier gold exploration and development companies. We remain firmly focused on transforming Ariana into a mid-tier gold company and now have the asset base and the experience to achieve this outcome."

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").

Condensed Consolidated Statement of Comprehensive Income

For the six months ended 30 June 2024

Condensed Consolidated Interim Statement of Financial Position

For the six months ended 30 June 2024

Condensed Consolidated Interim Statement of Changes in Equity

For the six months ended 30 June 2024

Condensed Consolidated Interim Statement of Cash Flows

For the six months ended 30 June 2024

Notes to the interim financial statements

For the six months ended 30 June 2024

1. General information

Ariana Resources Plc (the "Company") is a public limited company incorporated, domiciled and registered in the U.K. The registration number is 05403426 and the registered address is 2^nd 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, copper and technology-metals.

2 (a). Basis of preparation

The condensed interim financial statements have been prepared using accounting policies consistent with International Financial Reporting Standards and in accordance with International Accounting Standard 34 Interim Financial Reporting. The condensed interim financial statements should be read in conjunction with the annual financial statements for the year ended 31 December 2023, which have been prepared in accordance with UK-adopted international accounting standards.

The condensed interim financial statements set out above do not constitute statutory accounts within the meaning of the Companies Act 2006. They have been prepared on a going concern basis in accordance with the recognition and measurement criteria of International Financial Reporting Standards (IFRS) as adopted by the UK. Statutory financial statements for the year ended 31 December 2023 were approved by the Board of Directors on 21 June 2024. The financial information for the periods ended 30 June 2024 and 30 June 2023 are unaudited.

2 (b). Significant accounting policies

The same accounting policies have been followed in these condensed interim financial statements as were applied in the preparation of the Group's financial statements for the year ended 31 December 2023.

These financial statements have been prepared on a 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.

3 (a). Administrative costs net of exchange gains

Administrative costs are stated after exchange gains amounting to £112,000 compared to an exchange gain of £712,000 for the prior year. Since the start of 2024 and with the stabilisation of the Turkish Lira, compared to prior periods, the Group has experienced a significant reduction in exchange rate volatility and its associated impact on transactions and balances during the period.  

3 (b).Fair value gain and profit on disposal of gold bullion backed bank accounts.

Gold bullion originally acquired during March 2023 through the Group`s wholly-owned subsidiary company Galata Madencilik San. ve Tic A.S. is included at its market valuation at the reporting date. Any resulting gain or loss on revaluation and disposal are recognised through the profit or loss in the statement of comprehensive income. 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 change in value.

4. Business combination

On the 26 June 2024, the Company completed a merger with Rockover Holdings Ltd. Based on the merger ratio, the Company issued 687,817,998 new ordinary shares to acquire the Rockover shares, not already owned by its wholly-owned subsidiary, Asgard Metals Pty Ltd. The merger enabled the acquisition of 100% of the Dokwe Gold Project in the Republic of Zimbabwe.

The resulting goodwill arising on the business combination is set out below:-

5a. Exploration assets

The Group, through its subsidiary and associate companies and its merger with Rockover Holdings hold several exploration licences or mining claims in Zimbabwe, Türkiye, Cyprus and Kosovo.

Expenditure including a proportion of staff costs capitalised during the period is as follows: -

5b Earn In advances.

The Group's 76.36% (previously 75%) owned subsidiary Western Tethyan Resources Limited ("WTR"), entered into an Earn-in Agreement with Avrupa Minerals Limited, for the right to acquire up to an 85% interest in the Slivova Gold Project in Kosovo. The agreement requires WTR to provide funding and complete a series of exploration and development milestones, ahead of reaching its agreed ownership target. Staged payments and development expenditure incurred following inception of the option to the 30 June 2024 amounted to £508,000.

6. Equity accounted Investments

The Group investments comprise the following:

6 (a). Investment in Zenit

The Group accounts for its associated interest in Zenit using the equity method. As at 30 June 2024 the Group retained a 23.5% interest in Zenit.

Summarised 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:

6 (b). Investment in Pontid

The Group accounts for its associated interest in Pontid using the equity method. As at 30 June 2024 the Group retained a 23.5% interest in Pontid. This investment continues to be valued at £4.139m as at 30 June 2024.

6 (c). Investment in Venus

The Group increased its shareholding in Venus Minerals Ltd to 61% from 58% during January 2024 at a cost of £425,000. The Ariana Board recognises that this additional support 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. The Group`s share of loss for the period to 30 June 2024 amounted to £148,000.

7. Segmental analysis

Management currently identifies one division as an operating segment - mineral exploration. This operating segment is monitored, and strategic decisions are made based upon this and other non-financial data collated from exploration activities.

Principal activities for this operating segment are as follows:

-       Mineral exploration - incorporates the acquisition, exploration and development of gold resources.

-       Other reconciling items include non-mineral exploration costs and transactions between Group and associate companies.

Geographical segments

The Group's mineral assets and liabilities are located primarily in Zimbabwe and Türkiye.

8. Taxation

The Group had taxable profits for the period and a corporation tax charge is anticipated during the year to 31 December 2024.

The charge reflected in these interim accounts is based on the following transactions:

   9. Earnings per share on continuing operations

   The calculation of basic profit per share is based on the profit attributable to ordinary shareholders of £661,000 divided by the

   weighted average number of shares in issue during the period, being 1,161,563,728.

10. Financial assets at fair value through profit or loss

11. Trade and other receivables

The fair value of trade and other receivables is not materially different to the carrying values presented.

12. Called up share capital and share premium

At 30 June 2024 the Company had no outstanding options and warrants for the issue of ordinary shares.

13. Approval of interim financial statements

The interim financial statements were approved by the Board of Directors on 27 September 2024.

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 a major gold development project in Zimbabwe, gold production in Türkiye and copper-gold exploration and development projects in Cyprus and Kosovo.

Ariana owns 100% of the Dokwe Gold Project ("Dokwe") in Zimbabwe. Dokwe is made up of the Dokwe North and Dokwe Central gold deposits which are located in the Tsholotsho District near the city of Bulawayo. The deposits have a combined JORC Measured, Indicated and Inferred Resource of over 1.83 million ounces of gold (as at June 2024) and the project represents the largest undeveloped gold project in Zimbabwe.

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 76% 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.

Ariana owns several investments in listed and private companies via its Australian subsidiary Asgard Metals Pty. Ltd. ("Asgard"), which also provides technical input into the various investee company exploration programmes. Investments have been made 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. Its most advanced interest is through a 2% holding of Panther Metals Limited (ASX: PNT).

Panmure Liberum Limited and Zeus Capital 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.