Final Results

Ariana Resources plc ("Ariana" or "the Company"), the AIM-listed mineral exploration and development company with gold mining interests in Africa and Europe, announces its audited results for the year ended 31 December 2023.

The Report and Accounts will be posted to shareholders as applicable and are available on the Company's website.

In accordance with Rule 20 of the AIM Rules, Ariana Resources confirms that the annual report and accounts for the year ended 31 December 2023 and notice of the Annual General Meeting ("AGM") and related proxy form will be available to view on the Company's website on 24 June 2024 and will be posted to shareholders. The AGM will be held on 19 July 2024, at 10.30 a.m. at East India Club, 16 St James's Square, London, SW1Y 4LH.

Chairman's Statement

As we reflect on the achievements and milestones of Ariana Resources plc in 2023, I am pleased to share that this year has been a period of remarkable progress and significant transformation for our Company. Despite global economic challenges, Ariana Resources has demonstrated resilience, innovation and a commitment to sustainable growth, positioning us strongly for the future.

Most significantly, after completing an assessment of several early and advanced-staged exploration and development opportunities, particularly in Africa, the Company took an initial 2.1% interest in the feasibility-stage 1.8Moz Dokwe Gold Project in Zimbabwe (owned by Rockover Holdings Limited) via its Asgard Metals subsidiary. This enabled the funding of an extensive due-diligence technical programme on the project during much of 2023 and into 2024, including the completion of four diamond drill-holes, which has led to the proposed merger with Rockover Holdings Limited, post-period end. We are excited about the potential value-accretive opportunity this project presents for the Company and its shareholders, and we look forward to advancing the project towards a definitive feasibility study in the coming year.

Operational Highlights

Several substantial advancements across our portfolio of assets, particularly in Türkiye, were seen in 2023. The Kiziltepe Mine has continued to perform robustly during a period which witnessed the development of its fourth open-pit on the Banu Vein. This has been a testament to the operational efficiencies and strategic investments made toward enhancing the mine's capacity and productivity. The specific focus on optimising the Mineral Resource and Reserves, operational workflows and employing state-of-the-art technologies, has resulted in an overall increase in production since operations commenced in 2017, exceeding our initial projections by over 50,000oz of gold by the year-end.

In parallel, the development of the Tavşan Project has progressed significantly after a five-month period in which construction was suspended in 2023 following a local court ruling against its Environmental Impact Assessment. Our operating company in Türkiye, Zenit Madencilik San. ve Tic. A.S. (of which we own 23.5%), successfully navigated this situation and was able to recommence mine construction in July 2023. Furthermore, initial gold production from Tavşan has been recorded post-period end following the trucking of high-grade ore to the Kiziltepe CIL processing plant. We currently anticipate the commencement of gold production from the Tavşan heap-leach towards the end of 2024. These developments underscore our commitment to expanding our production base and diversifying our project portfolio.

Exploration and Expansion

Exploration remains at the heart of Ariana Resources. Our strategic partnership with Özaltin Holding and Proccea Construction continues to yield benefits, particularly in the context of the Salinbaş Project. These collaborations have provided the financial strength and technical expertise to support the exploration and development of this project, ensuring its efficient advancement through an extensive drilling programme over the past couple of years. This year, our exploration team contributed to important discoveries, including the identification of new mineralised zones, such as Hizarliyayla, which has opened exciting opportunities for future investigation.

Elsewhere, the exploration being undertaken by the team at Western Tethyan Resources Limited in partnership with Newmont is proceeding exceptionally well. This work included extensive new generative exploration programmes across both Kosovo and North Macedonia. Towards the end of the year this culminated in the drilling of the first two holes into the Hertica prospect in eastern Kosovo. We are dedicated to advancing these prospects through rigorous exploration programmes, which we believe will enhance our resource base and contribute to long-term value creation.

Financial Performance

Ariana delivered a financial result for 2023 in line with expectations, underpinned by the production from the Kiziltepe operation and prudent financial management of the Tavşan mine build, which had been funded entirely by Zenit Madencilik to the year-end. Revenue recorded within Zenit Madencilik benefitted from favourable commodity prices, despite the lower throughput and grade of ore being processed compared to the prior year, and cost control across the Kiziltepe and Tavşan operations delivered a robust year-end profit. Meanwhile, our exploration and associated expenditure increased during the year, largely reflecting the work being undertaken by our subsidiary Western Tethyan, in addition to some Turkish exploration costs. By year-end, we had maintained a healthy cash and gold bullion-backed bank position, the latter held in Türkiye in preference to holding Turkish Lira given the significant currency fluctuations impacting prior years.

Sustainability and Corporate Responsibility

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Sustainability is a core pillar of our business strategy. In 2023, we made meaningful progress in our environmental, social, and governance (ESG) initiatives. We have implemented several measures to reduce our environmental footprint and promote environmental stewardship, including energy-efficient practices and waste management programmes. In particular, our dedicated office facilities in Ankara now generate more electricity than they consume, through use of a solar-power system installed during the year. We have also introduced the first hybrid-electric vehicles to our fleet, marking a process of change that will come in the years ahead as technologies continue to improve. Our commitment to social responsibility is reflected in our community engagement activities, where we have supported local communities through various development projects and educational and health

initiatives in Türkiye and elsewhere. We continue to prioritise the health and safety of our employees and their personal development, adhering to the highest standards of workplace safety, including access to a helicopter-based medevac service while our team maintained an on-site presence in Zimbabwe. Our dedication to maintaining a safe and inclusive work environment is unwavering and we are proud of our track record in this area.

Looking Ahead

As we look forward to 2024 and beyond, Ariana Resources is well-positioned to continue its growth trajectory, particularly with respect to the development of the Dokwe Gold Project, which we intend to advance into a project feasibility study. Our strategic focus will remain on enhancing operational efficiencies, advancing our exploration projects, and pursuing value-accretive opportunities. We are confident that our financially disciplined, technology-driven approach and our robust project pipeline will drive sustainable growth and deliver long-term value for our shareholders.

In closing, I would like to extend my heartfelt gratitude to our dedicated employees, partners, and shareholders for their unwavering support. Your commitment and confidence in Ariana Resources have been instrumental in our success. Together, we will continue to build a prosperous future for our company and all its stakeholders.

Michael de Villiers

Chairman

Financial Review

The Consolidated Statement of Financial Position reports essentially a break-even position for the year to December 2023 in terms of profit before tax, as compared to a profit of £5m in the prior year. There are a variety of reasons behind this change, the largest one being the decline in the profitability of Zenit in the period, such that our share of its results for the year declined by £4m to £2m. The key drivers of this being lower grade ore being processed as part of the mine plan after seven years of operation, and also the increased operational costs associated with bringing the Tavşan mine into being, including the support of that project during a five-month period of suspension during the year.

Our Administrative Costs were lower by over £0.7m in the year, at £2.5m but this year, the foreign exchange gains on our US dollar holdings primarily, were also lower by £2m, which is why these costs which are stated after exchange movements appear higher this year. Overall, we remain extremely cost-conscious, choosing to adopt exploration and management practices which are enhancing cost-efficiency in the longer term. Other Comprehensive Income shows a significant loss this year, at £5.5m versus £3.5m in the comparative year. As mentioned in previous years, these are the costs associated with translating the opening balances of our overseas subsidiaries at the closing rates of exchange, and the continued decline of the Turkish Lira has caused this to increase once again.

As far as the Consolidated Statement of Financial Position is concerned, the interests in our Equity Accounted Investments, where we have a significant interest but not overall control of these companies, declined by £1.8m primarily due to the decline in value of our interest in Zenit after increased translation losses again due to the weakening Turkish Lira. Our Exploration Expenditure and Earn-in Advances increased by £1.2m this year, being largely our work in Kosovo undertaken by our subsidiary Western Tethyan Resources Limited, as well as some Turkish exploration costs. The Group has cash and gold bullion-backed bank balances in total amounting to £4.1m, the latter held in Türkiye in preference to holding the local currency.

The Group remains in a strong financial position, with interests in a variety of exciting projects, and remains extremely well positioned for future growth.

Outlook

The past year witnessed a consolidation of our core strategy to identify an advanced project capable of being progressed through to the feasibility stage. This culminated in a Merger Implementation Agreement entered with Rockover Holdings Limited on the circa 1.8Moz Dokwe Gold Project in Zimbabwe, which was announced post-period end. Despite its relatively advanced status, the Dokwe Project shows substantial exploration upside and can become the flagship asset of the company on the conclusion of the Merger. Our team remain active on-site in Zimbabwe and are continuing to improve our understanding of the opportunity and the broader exploration potential across the mineral claims.

In addition, we have implemented a cutting-edge on-site geochemical laboratory at Dokwe, known as the detectORETM system developed by Portable PPB Pty. Ltd. in Perth, Australia. The application of this latest analytical technology represents a game-changer for the industry, capable of delivering very fast, reliable gold analytical results on-site at a fraction of the cost of traditional methods. We have also implemented the same system at our Ankara office, allowing for the processing of our exploration samples across the southeast European region. As ever, Ariana remains a first-mover in adopting the very latest technologies in its exploration practices and we are proud to support the further development of such methods through our ongoing interaction with technology providers.

We are aiming to advance the Dokwe Project through feasibility in the coming year, as we progress our strategy to become a mid-tier mine developer in the longer term. As part of this strategy, we are planning to dual-list the company on the Australian Securities Exchange, aiming to encourage investment from a new market, increasing liquidity and creating the circumstances to enable a better valuation. This will be important as we build on our plan to advance the Dokwe Project through feasibility and then eventually into construction and operation. Having built the Company from the ground up, particularly after having navigated successfully through the challenges of mine development and financing in Türkiye, we are confident we have the skills, capacity and will to see the Dokwe Project through to a successful conclusion.

2024 marks two decades since the commencement of our first exploration programmes in Türkiye and, coincidentally, two decades since the independent discovery of the Dokwe Project by the Rockover team. In that time, both companies charted a remarkably similar course, with a resolute focus on achieving exploration success and developing innovative approaches to make discoveries, culminating in the identification of mineral resources of comparable scale. Most remarkably, both companies were able to achieve this outcome at a near identical discovery cost per resource ounce, which demonstrates better than any other metric, the similarity of vision and strategy of Ariana and Rockover in their exploration across frontier jurisdictions. These factors contribute substantially to our understanding that the proposed merger with Rockover represents a synergistic alliance of fundamental values and core strengths.

We are looking forward to completing the Merger with Rockover this year and welcome the support of our stakeholders in enabling our ongoing development. By continuing to build on the impressive and unusually successful exploration track-records demonstrated by both Ariana and Rockover to date, we will collectively enhance value and create a sustainable future.

Dr Kerim Sener

Managing Director

Consolidated Statement of Comprehensive Income

For the year ended 31 December 2023

Earnings per share (pence) attributable to equity holders of the company

Other comprehensive income

Items that are or may be reclassified subsequently to profit or loss:

The accompanying notes form part of these financial statements.

Consolidated Statement of Financial Position

For the year ended 31 December 2023

The accompanying notes form part of these financial statements.

Consolidated Statement of Changes in Equity

For the year ended 31 December 2023

The accompanying notes form part of these financial statements.

Company Statement of Changes in Equity

For the year ended 31 December 2023

The accompanying notes form part of these financial statements.

Consolidated Statement of Cash Flows

For the year ended 31 December 2023

Liquid funds available to the Group.

The accompanying notes form part of these financial statements.

Selected Notes to the Consolidated Financial Statements

for the year ended 31 December 2023

General Information

Ariana Resources PLC (the "Company") is a public limited company incorporated, domiciled and registered in the UK. The registered number is 05403426 and the registered address is 2nd Floor, Regis House, 45 King William Street, London, EC4R 9AN.

The Company's shares are listed on the Alternative Investment Market of the London Stock Exchange. The principal activities of the Company and its subsidiaries (together the "Group") are related to the exploration for and development of gold and technology-metals, principally in south-eastern Europe.

The consolidated financial statements are presented in Pounds Sterling (£), which is the parent company's functional and presentation currency, and all values are rounded to the nearest thousand except where otherwise indicated. The financial information has been prepared on the historical cost basis modified to include revaluation to fair value of certain financial instruments and the recognition of net assets acquired including contingent liabilities assumed through business combinations at their fair value on the acquisition date modified by the revaluation of certain items, as stated in the accounting policies.

Basis of Preparation

The Group financial statements have been prepared and approved by the Directors in accordance with UK-adopted International Accounting Standards and effective for the Group's reporting for the year ended 31 December 2023.

The separate financial statements of the Company are presented as required by the Companies Act 2006. As permitted by that Act, the separate financial statements have been prepared in accordance with UK-adopted International Accounting Standards. These financial statements have been prepared under the historical cost convention (except for financial assets at FVOCI) and the accounting policies have been applied consistently throughout the period.

Going Concern

These financial statements have been prepared on the going concern basis.

The Directors are mindful that there is an ongoing need to monitor overheads and costs associated with delivering on its strategy and certain exploration programmes being undertaken across its portfolio. The Group has no bank facilities and has been meeting its working capital requirements from cash resources and its gold bullion-backed bank accounts which are convertible into cash on demand. At the year end the Group had liquid funds amounting to £2.517 million (2022: £9.375 million), as well as gold bullion-backed accounts amounting to £1.59 million (2022: £nil).

The Directors have prepared cash flow forecasts for the Group for the period to 30 September 2025 based on their assessment of the prospects of the Group's operations. The cash flow forecasts include expected future cash flows from our equity-accounted associates along with the normal operating costs for the Group over the period together with the discretionary and non-discretionary exploration and development expenditure. The Group can of course reduce its discretionary operational expenditure as well as liquidate available-for-sale investments.

The forecasts indicate that on the basis of existing cash and other resources, and expected future dividend payments from Zenit, the Group may require additional funds if it is to meet all its expected obligations in delivering all of its work programmes for the forthcoming year, particularly on completion of the acquisition of Rockover Holdings Limited (see note 24). This project is being acquired with the intention of advancing immediately to its feasibility-stage development and the forecasts specifically include this outcome.

The Directors are obliged to consider a variety of options as regards to the financing of the Group going forward, and this may include an equity raise via an open offer or placing, or alternative sources of finance if thought appropriate. Planning is also underway with regard to a dual-listing on the Australian Securities Exchange ("ASX") which will provide further opportunities to raise capital. Despite the continuing challenging market conditions for exploration and development companies, the Company and the Group have been successful historically in raising finance (having last done so in 2017) and in the light of this, the Directors have a reasonable expectation of securing sufficient funding to continue in operational existence for the foreseeable future.

In preparing these financial statements the Directors have given consideration to the above matters and on this basis they believe that it remains appropriate to prepare the financial statements on a going concern basis.

• Administrative costs & Operating loss
• Administrative costs amounting to £1,828,000 (2022: £555,000) are stated after significant exchange gains amounting to £712,000 (2022: £2.8m), these primarily arising in the group's wholly owned subsidiary Galata Mineral Madencilik San. ve Tic. A.S. ("Galata"), mainly due to the strengthening of the US dollar and Sterling against the Turkish Lira. On retranslation into Galata's functional currency, US dollar and Sterling-denominated assets held by Galata, including bank, gold bullion-backed bank accounts and trade receivables, resulted in an uplift to those Lira asset valuations and a corresponding exchange gain for the year to 31 December 2023.
• The operating loss is stated after charging/(crediting):

Gold Bullion Backed Bank Accounts

During March 2023 the Group, through its wholly owned subsidiary company Galata Madencilik San. Ve Tic Ltd, reinvested some of its currency reserves into gold bullion-backed bank accounts. As at the end of the year and due to the significant increase in the market price for this commodity, the resulting uplift in the market valuation compared to its original cost, resulted in an unrealised gain amounting to £175,000. This gain has been reflected in the statement of comprehensive income. Additionally, profit amounting to £168,000 was generated from the part-disposal of the gold bullion-backed bank account during the year. The year-end valuation for the gold bullion-backed bank accounts amounted to £1,590,000 (2022: Nil) and this investment is separately shown under current assets in the financial statements. Whilst the gold bullion-backed bank accounts are convertible into cash on demand, they do not meet the definition of cash and cash equivalents under IAS 7 as they are not subject to an insignificant risk of changes in value.

Equity accounted Investments

The Group and Company's investments comprise the following: -

6a Associate Interest in Pontid

Following the disposal in the prior year by Greater Pontides Exploration B.V. (holding company) of its entire interest in Pontid Madencilik San. ve Tic. A.S. ("Pontid") to Ozaltin Holding A.S and Proccea Construction Co., the Group reinvested US$5.75m for a 23.5% shareholding in Pontid. This investment is currently valued at £4.139m and represents the Group's share of Pontid's net assets and goodwill paid on acquisition. Since the date of acquisition, Pontid continues to benefit from new capital funding into its Salinbaş project.

Financial information based on Pontid's translated financial statements, and reconciliations with the carrying amount of the investment in the consolidated financial statements are set out below.

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6b Share of loss of associate interest in Venus Minerals Ltd

The Company and group acquired 50% of Venus Minerals Ltd ("Venus") through an earn-in agreement on 5 November 2021. During the period the Company provided additional support to Venus, initially in the form of convertible loan finance and subsequently on the conversion of this loan into equity. Following the loan conversion during May 2023, the Company's shareholding in Venus increased from 50% to 58% (post-period end 61%). The Ariana Board recognises that this additional equity stake is solely to assist with the short-term funding of Venus and has no direct impact on its operational control. On this basis, the Ariana Board believes it appropriate to continue to use the equity method of accounting for its investment in Venus.

On the 1 November 2023, Venus changed its legal status from Limited to PLC ahead of its planned IPO.

The Group and Company accounts for its associate interest in Venus using the equity method in accordance with IAS 28 (revised). The results set out below includes the Group`s and Company's share of loss for the year to 31 December 2023.

6c Share of profit of associate interest in Zenit

The Group accounts for its associate interest in Zenit using the equity method in accordance with IAS 28 (revised). In prior years Zenit was also accounted for using the equity method of accounting, albeit the company was then classified as a joint venture, until part disposal by the Group in February 2021. At 31 December 2023 the Group has a 23.5% interest in Zenit, and profits from Zenit are shared in the ratio of 23.5% the Group, 23.5% Proccea and the remaining 53% interest to Ozaltin Holding A.S.

Zenit was incorporated in, and has its principal place of business in Ankara, Türkiye.

Financial information based on Zenit's translated financial statements, and reconciliations with the carrying amount of the investment in the consolidated financial statements are set out below:

6c Share of profit of interest in associate in Zenit

• Profit and distributable reserves of parent Company
• Profit of parent company

As permitted by Section 408 of the Companies Act 2006, the statement of comprehensive income of the parent Company is not presented as part of these financial statements. The parent Company's loss for the financial year was £756,000 (2022: profit of £376,000).

Distributable reserves of parent company

The Company paid its first shareholder inaugural special dividend on 24 September 2021 amounting to £3,820,873. To facilitate this distribution the Company gained shareholder approval during February 2021 and applied to the High Court of Justice of England and Wales to reduce its share capital. This application was granted by the High Court during July 2021 and the share capital reduction scheme resulted in generating distributable reserves of £7.22m, as set out in the Company's Statement of Changes in Equity.

Dividends

During the prior year, a second interim and third final part of the inaugural special dividend distribution was paid out of distributable reserves. The second interim payment on 11 March 2022 of 0.175 pence per ordinary share amounted to £1,919,186; the third and final payment on 21 September 2022 of 0.175 pence per ordinary share amounted to £2,000,010.

Earnings per share on continuing operations

The calculation of basic profit/(loss) per share is based on the loss attributable to ordinary shareholders of £218,000 (2022: Profit - £4,030,000) divided by the weighted average number of shares in issue during the year, being 1,146,363,330 shares (2022: 1,133,043,081). There is no material effect on the basic earnings per share for any dilution provided by share options.

Financial assets at fair value through profit or loss

During the year, the Group's wholly owned subsidiary, Asgard Metals Pty. Ltd., continued with its investment strategy, with the acquisition of both listed and unlisted investments amounting to £443,000.

As at 31 December 2023, due to a change in the market valuation of its listed securities, a fair value loss amounting to £165,000 has been reflected in these accounts. The market valuation of listed securities at the balance sheet date amounted to £87,000 (level 1 hierarchy). Unlisted securities, where fair value cannot be reliably measured, continue to be valued at cost and amounted to £796,000 (level 3 hierarchy) at the balance sheet date.

Non-current trade and other receivables

The amount owed to the Group relates to an instalment-based interest free loan agreed upon following the disposal by Galata of its three remaining satellite projects to Zenit at a rate of US$50,000 per calendar month. During May 2023, it was agreed that the monthly instalment plan would be paused until the second mine at Tavşan, currently under construction and financed entirely from funds retained by Zenit, is operational.

The directors have assessed that the future fair value return on settlement of this debt is not materially different from the carrying value shown above.

Trade and other receivables

The carrying values of other receivables and amounts owed by associate interest approximate their fair values as these balances are expected to be cash settled in the near future.

A convertible loan agreement with Venus Minerals Limited amounting to £700,000, including the advance granted in the prior year, was settled in full during May 2023 in exchange for additional equity in Venus.

A second convertible loan agreement was completed with Venus Minerals PLC (previously Ltd) and at the end of the year amounted to £350,000.

Trade and other payables

The above listed payables are all unsecured. Due to the short-term nature of current payables, their carrying values approximate their fair value.

• Called up share capital, share premium and capital reduction reserve

Contingent liabilities

Following the restructuring of the Group and the part disposal by Galata Mineral Madencilik San. ve Tic. A.S. of 26.5% of its interest in Zenit Madencilik San. ve Tic. A.S., 75% of the resulting gain on disposal is exempt from Turkish corporation tax provided the gain is retained under equity by Galata for a period of 5 years. This potentially exempt taxable gain, including the previously reported gain during 2019 on Çamyol Gayrimenkul, Madencilik, Turizm, Tarim ve Hayvancilik Ltd ("Camyol") is as follows:

Post year end events

On 25 April 2024, the Company announced that it had entered into a conditional Merger Implementation Agreement, which if concluded would affect an all-share acquisition of Rockover Holdings Limited ("Rockover"), a company that owns the c. 1.3Moz Dokwe Gold Project in Zimbabwe. If approved, this would give rise to the issue of approximately 688 million new Ariana shares, based on an agreed merger ratio of 62.5% Ariana and 37.5% Rockover of the newly enlarged group.

Editors' Note: