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Half-year Results

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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 its unaudited interim results for the six months ended 30 June 2024.

Financial Highlights:

  • Profit after tax of £0.7m (H1 2023: £0.1m) was recorded for the period, with 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 2024 amounting to £2m (H1 2023: £0.7m).
  • During the period, Zenit continued to finance the Tavsan mine construction from its internal funds and, prior to period-end, entered a US$20 million loan facility with Türkiye Cumhuriyeti Ziraat Bankasi A.S. to complete the Tavsan mine build prior to year-end 2024.
  • Following shareholder approval at a General Meeting on 26 June 2024, the all-share merger of the Company and Rockover Holdings Limited ("Rockover") was completed to secure a 100% interest in the Dokwe Gold Project in Zimbabwe.
  • Accordingly, exploration assets included in the Statement of Financial Position have increased to £17.6m (H1 2023: £0.5m), with a commensurate increase in share capital and share premium, reflecting the all-share acquisition of Rockover.

Operational Highlights:

  • Revised Pre-Feasibility Study ("PFS") financial model on the Reserves at Dokwe North provide a post-tax NPV10 of US$160 million and IRR of 41% at a gold price of US$2,000/oz.
  • Ore Reserves (JORC 2012) total 18.3Mt @ 1.36 g/t Au for 795,800 oz gold at Dokwe North (of which Ariana holds 100%).
  • Ore Reserves (JORC 2012) total 5.3Mt @ 1.46 g/t Au + 9.81 g/t Ag for 249,000 oz gold and 1.67Moz of silver at the Kiziltepe and Tavsan mine sites (of which Ariana owns 23.5%).
  • Drilling was extended at the Salinbas project, with several highly significant results announced from the prior programme within the period, including the results of a 115-hole drilling programme at Salinbas and a 10-hole drilling programme along with geophysics at the Hizarliyayla prospect.

Strategic Highlights:

  • Ariana intends to seek a dual-listing on the Australian Securities Exchange ("ASX") to promote the opportunity to a broader range of potential investors; the Company appointed Ord Minnett Limited in Sydney to act as the Lead Manager for its proposed listing on the ASX, post-period end.
  • The Company continued with a broader advisory team as WH Ireland's capital markets division was bought by Zeus Capital Limited.

Significant Post-Period End Highlights:

  • Recent Mineral Resource Estimate ("MRE") and pit optimisations for the Dokwe Gold Project allow for the examination of an expanded mining scenario of 75,000 to 100,000 ounces of production over 10 to 15 years as part of the Definitive Feasibility Study.
  • Zenit acquired 100% of the shares of Pontid Madencilik San. ve Tic. A.S. ("Pontid") through an all-share merger (Pontid owned the Salinbas Project); this rationalisation has ensured all advanced mines and projects in Türkiye, specifically Kiziltepe, Tavsan and Salinbas are now held directly through Zenit with Ariana continuing to hold a 23.5% interest in the projects through its ongoing 23.5% of the enlarged Zenit.
  • 1,390 metres of diamond drilling have been completed at the Western Tethyan Resources-owned Hertica Project in Kosovo as part of the partnership with Newmont Mining Corporation. The drilling has identified a new porphyry-style copper-gold-molybdenum alteration system.
  • Kerim Sener, Managing Director, commented:

"Reflecting on the same period a year ago demonstrates just how far Ariana has progressed in a short period of time. Back then, we alluded to the importance of our accelerator strategy and that we were looking very seriously at a "project on a new continent which has the capacity to become a significant opportunity for the Company". In the space of 12 months, and prior to the period-end, we secured our target, the 1.8Moz Dokwe Gold Project in Zimbabwe, through an all-share merger with Rockover. This is down to the dedication and hard work of our team and the team of Rockover, for which I wish to congratulate them wholeheartedly.

"As a result, we are witnessing the emergence of Ariana v2.0, representing a marked upgrade of our previous incarnation. This metamorphosis would not have been possible without our successful exploration and development over the past two decades and the experience that comes with the development of operating mines in emerging jurisdictions. Likewise, our team has now absorbed the multi-decades of expertise and knowledge base of our new colleagues in Zimbabwe, most notably Nick Graham and Andrew du Toit, who have joined our Board of Directors.

"Over the last few years in particular, we have developed an enviable pipeline of project opportunities for the Company, mostly at relatively advanced stages of progress and which contain an attributable total of >2.3Moz of gold in Mineral Resources and c.0.9Moz in Reserves. Our 23.5% interest in Zenit Madencilik in Türkiye remains an operational cornerstone, with the Kiziltepe Mine continuing to perform exceptionally well despite its age and the upcoming Tavsan Mine, which will progressively replace gold production as Kiziltepe is wound down over the coming years.

"The staging of our mine development pipeline could not have been better timed, especially considering the marked positive upswing in commodity prices. Likewise, our acquisition of the Dokwe Gold Project occurred when the commodities market was outperforming the gold-equities market by a substantial amount, and which was concluded during a valuation trough. We stand to do exceptionally well in the coming months and years as gold continues to strengthen, and we expect the gold equities market to respond accordingly.

"We are planning to list the Company on the Australian Securities Exchange in the coming months and, over the last several months, a large body of work has been underway to support this effort. We look forward to engaging with existing and potential new investors in the Company across a new market that particularly supports junior and mid-tier gold exploration and development companies. We remain firmly focused on transforming Ariana into a mid-tier gold company and now have the asset base and the experience to achieve this outcome."

Condensed Consolidated Statement of Comprehensive Income

For the six months ended 30 June 2024

Note6 months to 30 June 2024 £'000 Unaudited6 months to 30 June 2023 £`000 Unaudited12 months to 31 December 2023 £'000 Audited
Administrative costs (net of exchange gains)(3a)(1,263)(666)(1,828)
General exploration expenditure(94)(124)(218)
Operating loss(1,357)(790)(2,046)
Fair value gain and profit on disposal of gold bullion backed bank accounts(3b)103379343
Fair value loss on listed investments through profit or loss(74)-(165)
Share of profit of associate accounted for using the equity method(6a)2,0027372,080
Share of loss of associate accounted for using the equity method(6c)(148)(91)(513)
Other Income4269128
Investment Income11233232
Profit before tax68033759
Taxation(8)(19)(218)(277)
Profit/(loss) for the period from continuing operations661119(218)
Earnings per share (pence)
Basic(9)0.060.01(0.02)

Other comprehensive income Items that may be reclassified subsequently to profit or loss:

Note6 months to 30 June 2024 £'000 Unaudited6 months to 30 June 2023 £`000 Unaudited12 months to 31 December 2023 £'000 Audited
Exchange differences on translating foreign operations(2,185)(4,606)(5,466)
Other comprehensive (loss) for the period net of income tax(2,185)(4,606)(5,466)
Total comprehensive (loss) for the period(1,524)(4,487)(5,684)
Condensed Consolidated Interim Statement of Financial Position
For the six months ended 30 June 2024
NoteAs at 30 June 2024 £'000 UnauditedAs at 30 June 2023 £`000 UnauditedAs at 31 December 2023 £'000 Audited
ASSETS
Non-current assets
Trade and other receivables666197666
Financial assets at fair value through profit or loss(10)658825883
Intangible assets102122112
Land, property, plant and equipment281367331
Exploration assets(5a)17,6244981,085
Earn-in advances(5b)508227416
Investment in associates accounted for using the equity method(6)13,83713,60213,479
Total non-current assets33,67615,83816,972
Current assets
Trade and other receivables(11)514812854
Gold bullion backed bank accounts6651,7611,590
Cash and cash equivalents1,2274,4642,517
Total current assets2,4067,0374,961
Total assets36,08222,87521,933
EQUITY
Called up share capital(12)1,8341,1471,147
Share premium(12)16,9952,2072,207
Other reserves720720720
Translation reserve(19,333)(16,288)(17,148)
Retained earnings35,10934,78534,448
Total equity attributable to equity holders of the parent35,32522,57121,374
Non-controlling interest14030140
Total equity35,46522,60121,514
LIABILITIES
Current liabilities
Trade and other payables617274419
Total liabilities617274419
Total equity and liabilities36,08222,87521,933
Condensed Consolidated Interim Statement of Changes in Equity
For the six months ended 30 June 2024
Share Capital £`000Share Premium £`000Other Reserves £`000Translation Reserve £`000Retained earnings. £`000Total attributable to equity holder of parent £`000Non-controlling Interest £`000Total £`000
Balance at 1 January 20231,1472,207720(11,682)34,66627,0583027,088
Changes in equity to July 2023
Profit for the period----119119-119
Other comprehensive Income---(4,606)---(4,606)
Total Comprehensive income---(4,606)119(4,487)-(4,487)
Balance at 30 June 20231,1472,207720(16,288)34,78522,5713022,601
Changes in equity to December 2023
Loss for the period----(337)(337)-(337)
Other comprehensive income---(860)-(860)-(860)
Total comprehensive income---(860)(337)(1,197)-(1,197)
Transactions between shareholders------110110
Transactions with owners------110110
Balance at 31 December 20231,1472,207720(17,148)34,44821,37414021,514
Changes in equity to June 2024
Profit for the period----661661-661
Other comprehensive income---(2,185)-(2,185)-(2,185)
Total comprehensive income---(2,185)661(1,524)-(1,524)
Issue of ordinary shares68714,788---15,475-15,475
Transactions with owners68714,788---15,475-15,475
Balance at 30 June 20241,83416,995720(19,333)35,10935,32514035,465
Condensed Consolidated Interim Statement of Cash Flows
For the six months ended 30 June 2024
6 months to 30 June 2024 £'000 Unaudited6 months to 30 June 2023 £'000 Unaudited12 months to 31 December 2023 £'000 Unaudited
Cash flows from operating activities
Profit/(loss) for the period661119(218)
Adjustments for:
Depreciation of non-current assets543574
Other income paid in shares(37)--
Share of profit in equity accounted associate(2,002)(737)(2,080)
Share of loss in equity accounted associate14891513
Fair value loss on listed investments74-165
Fair value gain and profit on disposal in gold bullion backed bank accounts(103)(379)(343)
Expenditure settled in shares for non-controlling shareholders--60
Investment income(113)(33)(232)
Income tax expense19218277
Movement in working capital(1,299)(686)(1,784)
Change in trade and other receivables211(820)(842)
Change in trade and other payables(115)(406)(263)
Cash (outflow)/inflow from operating activities(1,203)(1,914)(2,889)
Taxation paid(57)(234)(256)
Net cash (used in) operating activities(1,260)(2,148)(3,145)
Cash flows from investing activities
Earn-In Advances(92)(140)(330)
Purchase of land, property, plant and equipment(14)(66)(94)
Payments for intangible and exploration assets(640)(311)(896)
Proceeds on disposal and (purchase) of gold bullion1,027(1,382)(1,245)
Purchase of associate investment(75)-(200)
Purchase of financial assets at fair value through profit or loss(130)(231)(443)
Loan granted to associate(140)(300)(350)
Investment income11333232
Net cash generated/(used in) investing activities49(2,397)(3,326)
Issue of share capital - excluding non-cash issues---
Proceeds from non-controlling interest--50
Payment of shareholder dividend (excluding uncashed)--(8)
Net cash (used in) investing activities--(42)
Net (decrease)/ increase in cash and cash equivalents(1,211)(4,545)(6,429)
Cash and cash equivalents at beginning of period2,5179,3759,375
Exchange adjustment on cash and cash equivalents(79)(366)(429)
Cash and cash equivalents at end of period1,2274,4642,517
Liquid funds available to the Group6 months to 30 June 2024 £'0006 months to 30 June 2023 £'00012 months to 31 December 2023 £'000
Cash and cash equivalents1,2274,4642,517
Gold bullion backed bank accounts held at year end at market value6651,7611,590
Total1,8926,2254,107

Notes to the interim financial statements

For the six months ended 30 June 2024

General information

Ariana Resources Plc (the "Company") is a public limited company incorporated, domiciled and registered in the U.K. The registration 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, copper and technology-metals.

2 (a). Basis of preparation

The condensed interim financial statements have been prepared using accounting policies consistent with International Financial Reporting Standards and in accordance with International Accounting Standard 34 Interim Financial Reporting. The condensed interim financial statements should be read in conjunction with the annual financial statements for the year ended 31 December 2023, which have been prepared in accordance with UK-adopted international accounting standards.

The condensed interim financial statements set out above do not constitute statutory accounts within the meaning of the Companies Act 2006. They have been prepared on a going concern basis in accordance with the recognition and measurement criteria of International Financial Reporting Standards (IFRS) as adopted by the UK. Statutory financial statements for the year ended 31 December 2023 were approved by the Board of Directors on 21 June 2024. The financial information for the periods ended 30 June 2024 and 30 June 2023 are unaudited.

2 (b). Significant accounting policies

The same accounting policies have been followed in these condensed interim financial statements as were applied in the preparation of the Group's financial statements for the year ended 31 December 2023.

These financial statements have been prepared on a 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.

3 (a). Administrative costs net of exchange gains

Administrative costs are stated after exchange gains amounting to £112,000 compared to an exchange gain of £712,000 for the prior year. Since the start of 2024 and with the stabilisation of the Turkish Lira, compared to prior periods, the Group has experienced a significant reduction in exchange rate volatility and its associated impact on transactions and balances during the period.

3 (b).Fair value gain and profit on disposal of gold bullion backed bank accounts.

Gold bullion originally acquired during March 2023 through the Group`s wholly-owned subsidiary company Galata Madencilik San. ve Tic A.S. is included at its market valuation at the reporting date. Any resulting gain or loss on revaluation and disposal are recognised through the profit or loss in the statement of comprehensive income. 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 change in value.

Business combination

On the 26 June 2024, the Company completed a merger with Rockover Holdings Ltd. Based on the merger ratio, the Company issued 687,817,998 new ordinary shares to acquire the Rockover shares, not already owned by its wholly-owned subsidiary, Asgard Metals Pty Ltd. The merger enabled the acquisition of 100% of the Dokwe Gold Project in the Republic of Zimbabwe.

The resulting goodwill arising on the business combination is set out below:-

30 June 2024 £`000

Consideration on business combination

Consideration paid in shares by Company15,475
Reclassification of interest held by Asgard - pre merger317
Professional fees and associated costs327
Total cost of consideration incurred by Group16,119
Assets and liabilities acquired
Non-current assets acquired
Property, plant and equipment7
Exploration asset15,445
Current assets/(liabilities) acquired
Other receivables17
Cash at bank169
Other creditors(336)
Total net assets acquired15,302
Goodwill arising on business combination - capitalised under exploration asset817

Exploration assets

The Group, through its subsidiary and associate companies and its merger with Rockover Holdings hold several exploration licences or mining claims in Zimbabwe, Türkiye, Cyprus and Kosovo.

Expenditure including a proportion of staff costs capitalised during the period is as follows: -

Deferred Exploration ExpenditureNote30 June 2024 Group £`000
Cost or valuation at 1 January 2023199
Additions311
Exchange movement(12)
Cost or valuation at 30 June 2023498
Additions587
Cost or valuation at 31 December 20231,085
Additions312
Acquired through business combination416,262
Exchange movement(35)
Cost or valuation at 30 June 202417,624

5b Earn In advances.

The Group's 76.36% (previously 75%) owned subsidiary Western Tethyan Resources Limited ("WTR"), entered into an Earn-in Agreement with Avrupa Minerals Limited, for the right to acquire up to an 85% interest in the Slivova Gold Project in Kosovo. The agreement requires WTR to provide funding and complete a series of exploration and development milestones, ahead of reaching its agreed ownership target. Staged payments and development expenditure incurred following inception of the option to the 30 June 2024 amounted to £508,000.

Equity accounted Investments

The Group investments comprise the following:

Associate companiesNote30 June 2024 Group £'00030 June 2023 Group £'00031 December 2023 Group £'000
Associate Interest in Zenit Madencilik San. ve Tic. A.S. ("Zenit")6a7,3867,0057,305
Associate Interest in Pontid Madencilik San. ve Tic. A.S. ("Pontid")6b4,1394,1394,139
Associate Interest in Venus Minerals Ltd ("Venus")6c2,3122,4582,035
Carrying amount of investment13,83713,60213,479

6 (a). Investment in Zenit

The Group accounts for its associated interest in Zenit using the equity method. As at 30 June 2024 the Group retained a 23.5% interest in Zenit.

Summarised 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:

Summary statement of comprehensive income30 June 2024 Group £'00030 June 2023 Group £'00031 December 2023 Group £'000
Revenue16,21415,38631,247
Cost of sales(9,427)(12,362)(21,355)
Gross Profit6,7873,0249,892
Administrative, general exploration and other expenditure(3,315)(1,974)(2,265)
Operating profit3,4721,0507,627
Other income3644-
Finance expenses including foreign exchange losses(430)(619)(944)
Finance income including foreign exchange gains1,1363,1306,629
Profit for the period before tax4,2143,60513,312
Taxation credit/(charge)4,309(467)(4,459)
Profit for the period8,5233,1388,853
Proportion of Group's profit share23.5%23.5%23.5%
Group's share of profit for the period2,0027372,080
Summary statement of financial position30 June 2024 Group £'00030 June 2023 Group £'00031 December 2023 Group £'000
Non-current assets (including Kiziltepe Gold Mine and Tavsan Mine in construction)29,87419,74823,145
Current assets including cash and cash equivalents26,22015,72716,963
Current liabilities (including proportion of bank loan)(12,592)(5,191)(8,606)
Non-current liabilities (including bank loan)(12,070)(476)(417)
Equity31,43229,80831,085
Proportion of Group's ownership23.5%23.5%23.5%
Carrying amount of Investment7,3867,0057,305

6 (b). Investment in Pontid

The Group accounts for its associated interest in Pontid using the equity method. As at 30 June 2024 the Group retained a 23.5% interest in Pontid. This investment continues to be valued at £4.139m as at 30 June 2024.

6 (c). Investment in Venus

The Group increased its shareholding in Venus Minerals Ltd to 61% from 58% during January 2024 at a cost of £425,000. The Ariana Board recognises that this additional support 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. The Group`s share of loss for the period to 30 June 2024 amounted to £148,000.

Segmental analysis

Management currently identifies one division as an operating segment - mineral exploration. This operating segment is monitored, and strategic decisions are made based upon this and other non-financial data collated from exploration activities.

Principal activities for this operating segment are as follows:

  • Mineral exploration - incorporates the acquisition, exploration and development of gold resources.
  • Other reconciling items include non-mineral exploration costs and transactions between Group and associate companies.
30 June 202430 June 202331 December 2023
Mineral exploration £`000Other reconciling items £`000Group £`000Mineral exploration £`000Other reconciling items £`000Group £`000Mineral exploration £`000Other reconciling items £`000Group £`000
Administrative costs (net of exchange gains)-(1,263)(1,263)-(666)(666)-(1,828)(1,828)
General and specific exploration expenditure(94)-(94)(124)-(124)(218)-(218)
Fair value gain and profit on disposal of gold bullion backed bank accounts103-103379-379343-343
Fair value adjustments on listed investments(74)(74)----(165)(165)
Share of profit in associate - Zenit2,002-2,002737-7372,080-2,080
Share of loss in associate - Venus(148)-(148)(91)-(91)(513)-(513)
Investment and other income-154154-102102-360360
Profit/(loss) before taxation1,863(1,183)680901(564)3371,692(1,633)59
Taxation(19)-(19)(218)-(218)(277)-(277)
Profit/(loss) after tax1,844(1,183)661683(564)1191,415(1,633)(218)

Geographical segments

The Group's mineral assets and liabilities are located primarily in Zimbabwe and Türkiye.

30 June 202430 June 202331 December 2023
Zimbabwe & Türkiye £'000United Kingdom & other territories £'000Group £'000Türkiye £'000United Kingdom & other territories £'000Group £'000Türkiye £`000United Kingdom & other territories £'000Group £'000
Carrying amount of segment non-current assets30,7532,92333,67612,1773,66115,83813,5493,42316,972

Taxation

The Group had taxable profits for the period and a corporation tax charge is anticipated during the year to 31 December 2024.

The charge reflected in these interim accounts is based on the following transactions:

30 June 2024 Group £'00030 June 2023 Group £'00031 December 2023 Group £'000
Withholding tax suffered on subsidiary dividends19218218
Taxation on subsidiary profits and exchange gains--59
Tax charge for the period19218277

Earnings per share on continuing operations

The calculation of basic profit per share is based on the profit attributable to ordinary shareholders of £661,000 divided by the

weighted average number of shares in issue during the period, being 1,161,563,728.

Financial assets at fair value through profit or loss

Group 2024 £'000

At 1 January 2023639
Additions231
Exchange movement(45)
At 30 June 2023825
Additions Fair value adjustment212 (165)
Exchange movement11
At 31 December 2023883
Additions195
Fair value adjustment Reclassification to cost of investment following business combination(74) (316)
Exchange movement(30)
At 30 June 2024658

All the above investments are owned by the Group's wholly owned subsidiary Asgard Metals Pty. Ltd. During the period it continued with its investment strategy by acquiring additional shares in listed and unlisted securities.

Trade and other receivables

30 June 2024 Group £'00030 June 2023 Group £'00031 December 2023 Group £'000
Amounts owed by associate interest-472-
Other receivables257140370
Loan to associate interest140100350
Prepayments117100134
514812854

The fair value of trade and other receivables is not materially different to the carrying values presented.

Called up share capital and share premium

Allotted, issued and fully paid 0.1p sharesNumber of sharesShare Capital £'000Share Premium £`000
In issue at 1 January & 31 December 20231,146,363,3301,1472,207
Issue of merger shares687,817,99868714,788
In issue at 30 June 20241,834,180,3281,83416,995

At 30 June 2024 the Company had no outstanding options and warrants for the issue of ordinary shares.

Approval of interim financial statements

The interim financial statements were approved by the Board of Directors on 27 September 2024.

Editors' Note:

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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