Completion of Acquisition by Merger
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TOTAL VOTING RIGHTS
Ariana Resources plc ("Ariana" or "the Company"), the AIM-listed mineral exploration and development company with gold project interests in Africa and Europe, is pleased to announce that further to shareholder approval at a General Meeting on 26 June 2024, the all-share merger of the Company and Rockover Holdings Limited ("Rockover") in accordance with the merger implementation agreement ("Merger") has completed.
Admission to trading on AIM of the 687,817,998 new ordinary shares of 0.1p each ("Merger Shares") will take place today at 08.00 am ("Admission").
Accordingly, the Company is pleased to announce the following appointments to the Board:
Nicholas John Gore Graham, Non-Executive Director, aged 74
Nick is a Chartered Geologist with 50 years' experience in mineral exploration and mine development, mostly in Zimbabwe, with Falconbridge Exploration Inc, Kamativi Tin Mines Ltd and managing Cluff Resources PLC and Reunion Mining PLC. He pioneered heap-leaching in Zimbabwe and discovered and developed the largest gold mine in the country: Freda Rebecca. He co-founded Reunion Mining, discovered the Maligreen gold deposit and developed the Sanyati copper mine in Zimbabwe and Dunrobin gold mine in Zambia.
Nicholas Graham intends to appoint Matthew Randall, aged 68, as his alternate director*
| CURRENT DIRECTORSHIPS | PAST DIRECTORSHIPS WITHIN THE LAST 5 YEARS |
| Rockover Holdings Ltd Canister Investments (Pty) Ltd Bateleur Resources Ltd Realty Dynamic 58 (Pty) Ltd Aboreta Park (Pty) Ltd Rockover Administration RG Bargy | None |
At Admission, Nicholas Graham's beneficial holding will be 357,946,873 ordinary shares representing 19.52% of the Enlarged Group. His holdings in the Enlarged Group at Admission will be held through Bateleur Resources plc, which is 100% owned by the Wellington Trust, which is administered by Stonewell. Nicholas Graham is the ultimate beneficial owner.
Andrew John du Toit, Operations Director, aged 60
Andrew has 37 years of experience in the Zimbabwean mining industry in roles from project geologist to general manager. He began his career with the Zimbabwe Geological Survey (ZGS) and he has been a consultant to Independence Gold/Lonmin PLC and SRK and a manager for Reunion Mining PLC and Zimplats Limited (ASX: ZIM). Andrew has extensive operational experience in the gold, copper and platinum sectors.
| CURRENT DIRECTORSHIPS | PAST DIRECTORSHIPS WITHIN THE LAST 5 YEARS |
| Canister Resources (Private) Limited | Carime Technical Services (Private) Limited Yataghan Investments (Private) Limited |
Andrew du Toit will not hold ordinary shares at Admission; however, he will hold an interest in the proceeds from 0.77% of ordinary shares in the Company, which is contingent on certain conditions being met in the future.
- Matthew Martin Randall, Alternate Director to Nicholas Graham, aged 68
- Randall is a principal mining engineer with a career spanning over 40 years, including 23 years with Rio Tinto.
* An alternate director is someone appointed by an existing director under a company's articles of association to take their place temporarily at board meetings when the appointing director cannot attend. An alternate director is a director only temporarily and while acting as alternate, is not formally appointed to the board.
| CURRENT DIRECTORSHIPS | PAST DIRECTORSHIPS WITHIN THE LAST 5 YEARS |
| Axe Valley Mining Consultants | None |
There is no further information to be disclosed on either the two directors or the alternate under Schedule Two (g)(iii)-(viii) of the AIM Rules.
TOTAL VOTING RIGHTS
As at the date of this announcement, the Company's issued share capital consists of 1,834,181,326 ordinary shares with a nominal value of 0.1p each, with voting rights ("Ordinary Shares"). The Company does not hold any Ordinary Shares in Treasury. Therefore, the total number of Ordinary Shares in the Company with voting rights is 1,834,181,326.
The above figure of 1,834,181,326 Ordinary Shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.
Editors' Note:
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.