AAU Ariana Resources Plc

1 July 2024

AIM: AAU

COMPLETION OF ACQUISITION BY MERGER WITH ROCKOVER HOLDINGS LIMITED

BOARD APPOINTMENTS

DIRECTOR/PDMR HOLDING

TOTAL VOTING RIGHTS

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 further to shareholder approval at a General Meeting on 26 June 2024, the all-share merger of the Company and Rockover Holdings Limited ("Rockover") in accordance with the merger implementation agreement ("Merger") has completed.

Admission to trading on AIM of the 687,817,998 new ordinary shares of 0.1p each ("Merger Shares") will take place today at 08.00 am ("Admission").

Accordingly, the Company is pleased to announce the following appointments to the Board:

Nicholas John Gore 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*

At Admission, Nicholas Graham's beneficial holding will be 357,946,873 ordinary shares representing 19.52% of the Enlarged Group. His 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 John du Toit, Operations Director, aged 60

Andrew has 37 years of 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.

Andrew du Toit will not hold ordinary 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.

Dr. Matthew Martin Randall, Alternate Director to Nicholas Graham, aged 68

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

* 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.

There is no further information to be disclosed on either the two directors or the alternate under Schedule Two (g)(iii)-(viii) of the AIM Rules.

TOTAL VOTING RIGHTS

As at the date of this announcement, the Company's issued share capital consists of 1,834,181,326 ordinary shares with a nominal value of 0.1p each, with voting rights ("Ordinary Shares"). The Company does not hold any Ordinary Shares in Treasury. Therefore, the total number of Ordinary Shares in the Company with voting rights is 1,834,181,326.

The above figure of 1,834,181,326 Ordinary Shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

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 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") following the strategic merger with Rockover Holdings Limited. Dokwe is made up of the Dokwe North and Dokwe Central gold deposits which are located in the Tsholotsho District of southern Zimbabwe. The deposits have a combined JORC Measured, Indicated and Inferred Resource of over 1.8 million ounces of gold (as at June 2024) and 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 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.