11 November 2024
AIM: AAU
STRATEGIC PROJECT
FINANCING
TO
PROGRESS 100%-OWNED DOKWE GOLD PROJECT &
CORNERSTONE ASX IPO
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 that it has entered into a
Strategic Project Financing Agreement with an
Institutional Investor* (the "Investor") for the provision of an aggregate loan of up to US$5,000,000
("Loan"), of which an initial US$2,000,000 has been advanced to Ariana. Following
recent announcements on the 100% owned Dokwe Gold Project ("Dokwe"
or the "Project") in Zimbabwe, the Company plans to utilise these
funds primarily to commence a Feasibility Study on the
Project.
Highlights:
·
Financing agreement with the
Investor provides an initial advance (the "Initial Drawdown") of
the Loan of US$2,000,000 to Ariana, to enable the immediate
commencement of work towards the Dokwe Feasibility
Study.
·
The Investor further agrees to cornerstone, at the
appropriate time, an equity investment of a minimum of A$350,000
and up to A$500,000 into the planned ASX capital raise as part of
the anticipated ASX dual-listing IPO ("ASX IPO").
·
Ariana can utilise additional funds up to an
aggregate of US$5,000,000 over four (4) years, which, combined with
future capital arrangements the Company may separately enter into,
provides funding flexibility as the Dokwe Project is advanced
towards construction.
Dr.
Kerim Sener, Managing Director, commented:
"We are very pleased to enter into this Strategic Project
Financing Agreement arranged by RiverFort Global Capital Ltd*. at
this important time in our development.
"Significantly, this funding is intended to limit dilution and
forms a key part of our strategy in the lead-up to our planned ASX
IPO. Ariana intends to repay the funds advanced under the facility
in cash, primarily from cashflow generated from its business
operations in future years. As part of the funding arrangement, the
Investor intends to cornerstone part of the ASX placing to
accompany the IPO.
"Having access to this capital enables the Company immediately
to advance the Dokwe Project into its planned Feasibility Study
programme, which will initially include additional exploration of
the project to prove up additional resource upside. We are
confident that the resource base of the Dokwe Project is capable of
further growth, and we are currently targeting a resource in excess
of 2Moz of gold.
"We are extremely confident that our exploration and
development plans will continue to bear fruit as we continue to
develop on our path towards becoming a mid-tier gold
producer."
* Investor is Riverfort Global
Opportunities PCC Limited.
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014.
Strategic Funding Agreement Key Terms
|
Facility
|
Strategic Project Financing Agreement
|
|
Headline Amount
|
US$5,000,000
|
|
Availability Period
|
Four years from the date of first
drawdown.
|
|
Initial Drawdown
|
The Investor will advance
US$2,000,000 to Ariana on the Execution Date. Any amounts drawn and
outstanding shall be known as "Principal".
Further drawdowns in the aggregate
up to the Headline Amount shall be by mutual decision between the
Investor and Ariana.
|
|
Equity Placing Participation
|
The Investor will subscribe for
a minimum of A$350,000 and up to A$500,000
of equity in the Company as part of the ASX IPO.
This is subject to the ASX IPO being
completed by no later than 31 March 2025.
|
|
Execution Date
|
The date on which the agreement is
signed by all relevant parties and is executed.
|
|
Term
|
18 months for each relevant
drawdown.
|
|
Interest
|
15% per annum paid monthly in cash,
with an initial 3-month repayment holiday of Principal and
Interest.
|
|
Security
|
A first ranking general security
over the Company with relevant subsidiaries as guarantors of the
Company.
|
|
Drawdown Fee
|
6% of each Drawdown paid in cash and
deducted from gross proceeds or 8% of the Drawdown if settled in
shares (being calculated at the Reference Price).
Ariana has elected to settle the
Drawdown Fee in cash for the Initial Drawdown.
|
|
Options on the Initial Drawdown
|
No later than 31 July 2025, and
subject to shareholder approval, the Company will
either:
a) issue 25 million
options over Ordinary Shares with a 4-year maturity and exercise
price at a 50% premium to the dual-listing placing price;
or
b) pay a compensation
fee representing the aggregate value of the exercise price of the
25 million options.
This exercise price is subject to
the ASX IPO completing by 31 March 2025, otherwise the exercise
price will be 150% of the Reference Price.
|
|
Fixed Premium Placing Price
|
The Investor may elect to convert
the balances outstanding into shares or, following the ASX IPO,
into CHESS Depository Interests over shares ("CDIs") pursuant to
the Loan at a fixed premium placing price representing 140% of the
Reference Price for the relevant advance.
The Fixed Premium Placing Price for
the Initial Drawdown is £0.03929, which will be adjusted to 140% of
the ASX Dual-Listing Share Price t if lower.
The conversion price will be subject
to adjustments for corporate actions and subsequent capital
raisings if undertaken at a lower price.
|
|
Reference Price
|
Being the average of the 5 daily
VWAPs prior to a Drawdown.
|
|
Repayment Schedule
|
The Principal and Interest will be
repayable in cash in 16 equal monthly instalments after the initial
3-month holiday.
If the Company elects not to repay
each monthly instalment in cash on the relevant due date, the
Company will grant a 12 month right to convert into shares or CDIs
of the Company at the Investor's election at the lower
of:
a) the Fixed Premium
Placing Price; and
b) an Adjusted Placing
Price representing 10% discount to the lowest 1 VWAP in the 10
preceding trading days.
The conversion price will be subject
to adjustments for corporate actions and subsequent capital
raisings if undertaken at a lower price.
|
|
Maximum Number of CDIs
|
To be calculated at the time of the
ASX IPO but being limited to the Headline Amount divided by the ASX
prescribed floor price for CDIs at the time of an ASX IPO (being,
as at the Execution Date, AU$0.20 per CDI).
|
|
Other
|
The Strategic Funding Agreement
contains representations, warranties, undertakings and events of
default considered by Ariana to be customary for agreements of this
nature.
|
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
|
|
|
Ord
Minnett Limited (Lead Manager - Australia)
|
Tel: +61 2 8916 0124
|
|
Damien Gullone / Robbie Dowling /
Joe Hansen
|
|
|
Panmure Liberum (Joint Broker)
|
Tel: +44 (0) 20 7886 2500
|
|
Kieron Hodgson / Atholl Tweedie /
Rauf Munir
|
|
|
Zeus Capital Limited (Joint Broker)
Harry Ansell / Katy Mitchell /
George Krokos
Yellow Jersey PR Limited (Financial PR)
|
Tel: +44 (0) 203 829 5000
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 with 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 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 a 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 of silver (as of 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 of gold and 1.1
million ounces of silver (as of 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. An NSR
royalty of up to 2% on future production is payable to Sandstorm
Gold.
The Salinbas Gold
Project is
located in northeastern 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. An 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, the UK, and Zimbabwe. Its most advanced
interest is through a 5.5% 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.