REG - Ariana Resources PLC - NOTICE OF GENERAL MEETING
10/06/2024 14:00
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RNS Number : 8356R Ariana Resources PLC 10 June 2024
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
(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:
Ariana Resources plc Tel: +44 (0) 20 3476 2080
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) Tel: +44 (0) 207 2201666
Harry Ansell / Katy Mitchell / George Krokos
Yellow Jersey PR Limited (Financial PR) Tel: +44 (0) 7983 521 488
Dom Barretto / Shivantha Thambirajah / arianaresources@yellowjerseypr.com (mailto:arianaresources@yellowjerseypr.com)
Bessie Elliot
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 (https://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 4
EXPECTED TIMETABLE OF PRINCIPAL EVENTS 5
MERGER STATISTICS 6
DIRECTORS, SECRETARY AND ADVISERS 7
PART 1 LETTER FROM THE CHAIRMAN 9
PART 2 INFORMATION ON ROCKOVER 15
PART 3 FURTHER INFORMATION ON THE MERGER 22
PART 4 RISK FACTORS 27
PART 5 DEFINITIONS 34
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
2024
Publication of this document and of the posting of this document and Forms of 10 June
Proxy
Latest time and date for receipt of completed Forms of Proxy and receipt of 12 noon on 24 June
electronic proxy appointments via CREST
Voting Record Date 6:00 p.m. on 24 June
General Meeting
Results of the General Meeting expected to be announced through a Regulatory 26 June
Information Service
Expected date for Admission and commencement of dealings in the Merger Shares 8:00 a.m. on 28 June
Expected date on which CREST accounts to be credited with Merger Shares in 28 June
uncertificated form
Expected date for despatch of definitive share certificates in respect of
Merger Shares to be issued in certificated form
Expected completion of the Proposed Merger By 28 June
Posting of certificates for Merger Shares to be held in certificated form By 11 July
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
Number of Existing Ordinary Shares in issue on the Latest Practicable Date 1,146,363,330
Number of Merger Shares to be issued pursuant to the MIA 687,817,998
Enlarged Issued Share Capital following issue of the Merger Shares 1,834,181,328
Percentage of the Enlarged Issued Share Capital represented by the Merger 37.5 %
Shares
ISIN for Existing Ordinary Shares and, following Admission, the Merger Shares GB00BO85SD50
LEI 213800LVVYZGZY21LH22
DIRECTORS, SECRETARY AND ADVISERS
Directors Michael de Villiers (Chairman and Company Secretary)
Dr. Ahmet Kerim Sener (Managing Director)
William Payne (Non-Executive Director and Chief Financial Officer)
Chris Sangster (Non-Executive Director)
Registered Office 2(nd) Floor, Regis House
45 King William Street
London
EC4R 9AN
United Kingdom
Website http://www.arianaresources.com (http://www.arianaresources.com)
Nominated Advisor Beaumont Cornish Limited
Building 3
566 Chiswick High Road
London,
W4 5YA
United Kingdom
Joint Brokers Panmure Gordon (UK) Limited
40 Gracechurch Street
London
EC3V 0BT
United Kingdom
and
WH Ireland Limited
24 Martin Lane
London
EC4R 0DR
United Kingdom
Legal adviser as to English Law Gowling WLG (UK) LLP
4 More London Riverside
London, SE1 2AU
United Kingdom
Legal adviser as to Australian law Steinepreis Paganin
Level 4, the Read Buildings
16 Milligan Street
Perth
WA 6000
Australia
Legal Adviser as to BVI law Maples Group
Ritter House
Road Town
Tortola
VG1110
British Virgin Islands
Auditor PKF Littlejohn LLP
15 Westferry Circus
London
E14 4HD
United Kingdom
Registrar Computershare Investor Services PLC
The Pavilions
Bridgwater Road Bristol
BS99 6AH
United Kingdom
PART 1
LETTER FROM THE CHAIRMAN
ARIANA RESOURCES PLC
("The Company")
(Incorporated and registered in England and Wales with registered number
04509494)
Directors Registered Office
Michael John de Villiers (Chairman and Company Secretary) 2nd Floor, Regis House
Dr. Ahmet Kerim Sener (Managing Director)
45 King William Street
William James Benedict Payne (Non-Executive Director and Chief Financial
London
Officer)
EC4R 9AN
Chris Sangster (Non-Executive Director)
United Kingdom
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).
Map Ref Hole ID From (m) To (m) Interval (m) Au g/t
Dokwe North
1 DPD123 229.0 237.0 8 197.22
2 DPD32 199.9 213.9 14 54.75
3 DPD77 174.6 259.6 85 5.23
incl. 174.6 189.6 15 13.64
Dokwe Central
4 DPD67 74.4 123.4 49 4.42
5 DPD35 43.0 70.0 27 6.53
6 DPD73 366.3 423.3 57 2.72
incl. 405.3 422.3 17 5.91
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.
Hole ID From (m) To (m) Interval (m) Gold g/t Gramme/Metres
DPD129 86 131 45 2.75 124
incl. 86 101 15 4.55 68
incl. 104.9 117 12.1 4.15 50
DPD129 136 158 22 1.57 35
DPD130 57 63 6 3.18 19
116 129 13 2.33 30
247 261 14 4.44 62
incl. 250 251 1 35.47 35
DPD130 273 278 5 2.17 11
289 293 4 2.76 11
306 329 23 0.73 17
DPD131 71 91 20 1.39 28
incl. 76 80 5 4.27 21
DPD131 100 114 14 1.68 24
138 164 26 0.39 10
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.
Mineral Resource Classification Tonnage (Mt) Gold (g/t) Gold (oz)
Measured 12.79 1.04 428,000
Indicated 22.92 1.05 774,000
Inferred 0.93 0.76 23,000
Measured & Indicated 35.71 1.05 1,210,000
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.
Ore Reserve Category Tonnage (Mt) Gold (g/t) Gold (oz)
Proven 7.21 1.33 307,900
Probable 11.04 1.37 487,900
Total 18.25 1.36 795,800
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 NPV(10) 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:
Structure The Merger will be effected through the merger of Galvanic Metals Limited, a
newly incorporated wholly-owned BVI subsidiary of Ariana, and Rockover, where
Rockover will be the surviving company and all issued shares in Rockover
(other than those held by Ariana) shall be converted automatically into the
right to receive 43.0302 shares in Ariana ("Merger Shares") per Rockover
share.
Board Composition of Ariana post Merger On completion of the Merger (subject to satisfactory completion of stock
market (including Nominated Adviser) due diligence which is a standard
procedure prior to the appointment of directors onto the board of an AIM
company) Nicholas Gore Graham (with Matthew Randall as his alternate) will
join Ariana's board as a Non-executive Director and Andrew du Toit will join
Ariana's board as an Operations Director.
Rockover Funding • Ariana has agreed to fund Rockover moving forwards,
including by way of loans in the sum of up to US$300,000 between now and
completion of the Merger ("Ariana Loans").
• If the Merger does not proceed, the Ariana Loans will be
converted into Rockover shares at a deemed issue price of US$1.25 per Rockover
share.
• Ariana will also reimburse Rockover for technical assistance
in connection with Ariana's due diligence on Rockover (subject to Ariana's
prior approval of work undertaken and costs) up until the closing date of the
Merger (these costs will not be required to be paid by Rockover using funds
advances under the Ariana Loans).
Lock-in • The Rockover shareholders holding 5% or more of the Rockover
shares immediately prior to the Merger will be subject to a 12 month lock-in
followed by a 12 month orderly market period in respect of their Merger
Shares.
• All other shareholders of Rockover will be subject to a
12 month orderly market arrangement in respect of their Merger Shares.
Representations and warranties Rockover and the Company have given customary warranties and representations
to each other.
Conditions At the extraordinary general meeting of the Rockover shareholders on 15 May
2024, the Rockover shareholders approved the Merger, but the Merger remains
conditional on (inter alia) the following matters:
• approval of the Shareholders
• Admission
• Ariana receiving Rockover's audited consolidated financial
statements for the financial year ended 31 December 2023
• Rockover receiving Ariana's audited consolidated financial
statements for the financial year ended 31 December 2023
• completion of due diligence by both Ariana and Rockover
• compliance with the AIM Rules and Takeover Code
• delivery of signed agreements in relation to the lock-in
arrangements from the larger Rockover Shareholders.
Termination The MIA may be terminated in certain circumstances, including in the event
that the conditions have not been satisfied by the 28 June 2024 or such other
date as Rockover and Ariana may agree.
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
Vendor/Proposed Director Beneficial holding (number) Beneficial holding (%) Non-beneficial holding (number) Non-beneficial holding (%)
Nicholas Graham* 357,946,873 19.52 0 0
Andrew du Toit** 0 0 0 0
*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:
Act the Companies Act 2006
Admission admission of the Merger Shares to trading on AIM becoming effective in
accordance with the AIM Rules
AEDL Ariana Exploration and Development Limited a company registered in
England & Wales with company number 04509494, a wholly owned subsidiary
of the Company
AIM the AIM market operated by the London Stock Exchange
AIM Rules the AIM Rules for Companies published by the London Stock Exchange from time
to time
Ariana Group the Company and its subsidiary undertakings
Asgard Asgard Metals Pty Limited a company registered in Australia, being a wholly
owned indirect subsidiary of the Company
Beaumont Cornish Beaumont Cornish Limited, a company incorporated and registered in England and
Wales with registered number 03311393, and the Company's nominated adviser,
authorised and regulated by the FCA
Board or Directors the board of directors of the Company
Business Day a day (other than a Saturday or Sunday or public holiday) when commercial
banks are open for ordinary banking business in the United Kingdom
Company or Ariana Ariana Resources Plc a company registered in England & Wales with
Company number 04509494
Completion completion of the Merger in accordance with the MIA
Completion Date the date on which Completion occurs
CREST or CREST System the relevant system (as defined in the CREST Regulations) for the paperless
settlement of trades and the holding of uncertificated securities operated by
Euroclear
CREST Manual the rules governing the operation of CREST, consisting of the CREST Reference
Manual, CREST International Manual, CREST Central Counterparty Service Manual,
CREST Rules, CCSS Operations Manual and CREST Glossary of Terms (all as
defined in the CREST Glossary of Terms promulgated by Euroclear on 15 July
1996 and as amended since)
CREST Member a person who has been admitted to Euroclear as a system-member (as defined in
the CREST Regulations)
CREST Participant a person who is, in relation to CREST, a system-participant (as defined in the
CREST Regulations)
CREST Payment has the meaning given thereto in the CREST Manual
CREST Proxy Instructions has the meaning ascribed to it in paragraph 8 of the notes to the Notice of
the General Meeting
CREST Regulations the Uncertificated Securities Regulations 2001 (S.I. 2001 No. 3755) (as
amended)
CREST Sponsor a CREST Participant admitted to CREST as a CREST Sponsor
CREST Sponsored Member a CREST Member admitted to CREST as a CREST Member
Directors or Board the directors of the Company whose names are set out on page 7 of this
document, or any duly authorised committee thereof
Enlarged Issued Share Capital the issued ordinary share capital of the Company immediately following
Admission, assuming the Merger Shares are issued on completion of the Merger
Euroclear Euroclear UK & International Limited, the operator of CREST
Existing Ordinary Shares the 1,146,363,330 existing Ordinary Shares in issue as at the Latest
Practicable Date
FCA the Financial Conduct Authority
Form of Proxy the form of proxy for use in connection with the General Meeting which
accompanies this document
FSMA the Financial Services and Markets Act 2000 (as amended) (UK)
Galvanic Galvanic Metals Limited, a company incorporated in the British Virgin Islands
with registered number 2146338, being a wholly owned subsidiary of the Company
General Meeting a general meeting of the Company to be held at 12 noon on 26 June 2024
notice of which is set out in the back of this document (or any adjournment
thereof)
Latest Practicable Date 6 June 2024, being the last practicable date prior to the publication of
this document
London Stock Exchange London Stock Exchange plc
Merger the proposed conditional merger between the Company (1), Galvanic (2) and
Rockover (3) pursuant to the MIA
Merger Shares the 687,817,998 new Ordinary Shares of 0.1p each in the Company to be issued
to the Rockover Shareholders in consideration for the acquisition of the
Rockover Shares in issue (other than those held by Asgard)
M million
MIA the conditional merger implementation agreement dated 24 April 2024 between
the Company (1), Galvanic (2) and Rockover (3) pursuant to which the Company
will acquire the entire issued share capital of Rockover in exchange for the
issue of new Ordinary Shares to the shareholders of Rockover
Notice the notice of the General Meeting which is set out at the end of this document
Ordinary Resolution or Resolution the resolution to approve the Merger as set out in the Notice and to be
proposed at the General Meeting
Ordinary Shares the ordinary shares of 0.1 pence each in the capital of the Company
Overseas Shareholders Shareholders with registered addresses in, or who are citizens, residents or
nationals of, jurisdictions outside of the UK
Prospectus Rules the prospectus rules made by the FCA in exercise of its functions as competent
authority pursuant to Part VI of FSMA, as amended from time to time
Registrar Computershare Investor Services PLC
Register the register of Shareholders
Regulatory Information Service a service approved by the FCA for the distribution to the public of regulatory
announcements and included within the list maintained on the FCA's website
Restricted Jurisdiction any jurisdiction where local laws or regulations may result in a significant
risk of civil, regulatory or criminal exposure for the Company if information
or documentation concerning the proposals set out in this document is sent or
made available to Shareholders in that jurisdiction including, without
limitation, the United States of America, Canada, Australia, New Zealand,
Japan and the Republic of South Africa
Rockover Rockover Holdings Limited, a company registered in the British Virgin Islands
with registered number 354571
Rockover Shares ordinary shares of no par value in Rockover
Rockover Shareholders existing holders of Rockover Shares other than Asgard
Shareholders holders of Ordinary Shares
UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland
uncertificated or in uncertificated form recorded on the relevant register of Ordinary Shares as being held in
uncertificated form in CREST and title to which, by virtue of the CREST
Regulations, may be transferred by means of CREST
United States or US the United States of America, each state thereof, its territories and
possessions (including the District of Columbia) and all other areas subject
to its jurisdiction
US Securities Act the US Securities Act of 1933, as amended from time to time and the rules and
regulations promulgated thereunder
Voting Record Date 6:00 p.m. on 24 June 2024 being the date upon which Shareholders need to be
in the register in order for them to be able to vote at the General Meeting
£, pounds sterling or p are references to the lawful currency of the United Kingdom
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.
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