Proposed Conditional Fundraise for c.£1.15m

Ariana Resources plc (LSE: AAU), the AIM-listed mineral exploration and development company with gold project interests in Africa and Europe, is pleased to announce its intention to conduct a conditional fundraising to raise gross proceeds of approximately £0.70m by means of a placing (the "Placing") and approximately £0.45m by means of a direct subscription (the "Subscription") (together the "Fundraise") of new ordinary shares of 0.1p each in the capital of the Company ("Ordinary Shares") (the "New Ordinary Shares") at a price of 1.5 pence per Ordinary Share (the "Issue Price"). The Issue Price represents a discount of approximately 14.29 per cent. to the closing middle market price on 25 March 2025.

The Placing is to be conducted by way of an accelerated bookbuild process (the "Bookbuild") which will commence immediately following this announcement (the "Announcement") and will be subject to the terms and conditions set out in Appendix II ("Appendix II") to this Announcement.

A further announcement confirming the closing of the Bookbuild and the total number of New Ordinary Shares to be issued pursuant to the Fundraise is expected to be made in due course.

As part of the Subscription, the Company will also issue approximately 19,000,000 Ordinary Shares as payment of amounts owed to certain to consultants of the company in respect of various services (the "Payment Shares").

Placing Highlights

• Placing to raise approximately £0.70m (before expenses) through the issue of approximately 46,000,000 New Ordinary Shares at the Issue Price.
• Subscription to raise approximately £0.45m (before expenses) through the issue of approximately 30,000,000 New Ordinary Shares at the Issue Price (including the issue of the Payment Shares).
• Placing to be conducted via an accelerated bookbuild process launching today.
• The Company confirms that it will issue approximately 3.8m Ordinary Shares to the Company's broker Zeus and its associated placing agent Fortified Securities in lieu of fees connected to the Placing (the "Broker Shares")
• The New Ordinary Shares, assuming full take-up of the Fundraise and including the Broker Shares, will represent approximately 3.9 per cent. of the Enlarged Issued Share Capital.

Capitalised terms used but not otherwise defined in this Announcement shall have the meanings ascribed to such terms in Appendix I ("Appendix I") of this Announcement, unless the context requires otherwise.

Reasons for the Fundraise and Use of Proceeds

The net proceeds from the Fundraise will be used to provide working capital for the Company and to provide funds to complete certain desktop and field work to support the ongoing feasibility study at the Dokwe Project.

The net proceeds from the Placing and Subscription will ensure that the Company has sufficient working capital and funds for its immediate project exploration and development needs until July 2025. Accordingly, the Company aims to secure additional funding and is currently in discussions with various parties regarding other funding arrangements. Further updates will be given in due course.

The Fundraise

The Placing is being conducted by Zeus Capital Limited ("Zeus") with Fortified Securities as placing agent. A placing agreement has been entered into between the Company and Zeus in connection with the Placing (the "Placing Agreement").

The Bookbuild will open with immediate effect following the release of this Announcement in accordance with the Terms and Conditions set out in Appendix II to this Announcement.

All Directors of the Company have indicated their intention to participate in the Subscription, by subscribing for Subscription Shares.

Neither of the Placing or the Subscription are being underwritten.

The allotment and issue of the New Ordinary Shares is conditional, inter alia, upon:

• Admission becoming effective at 8.00 a.m. on 7 April 2025, or such later date, being no later than 8.00 a.m. on 30 April 2025, as Zeus and the Company may agree;
• the Placing Agreement not having been terminated in accordance with its terms prior to Admission.

The Placing Shares and the Subscription Shares, when issued, will be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares then in issue, including the right to receive all future distributions, declared, paid or made in respect of the Ordinary Shares from the date of Admission. Assuming full take up of the Placing and the Subscription, the Placing Shares and the Subscription Shares will represent approximately 3.9 per cent. of the Enlarged Issued Share Capital.

Subject to satisfaction of the relevant conditions, it is expected that Admission will become effective on or around 7 April 2025, or such later date as the Company and Zeus may agree, being no later than 30 April 2025. Zeus has the right to terminate the Placing Agreement in certain circumstances prior to Admission, including (but not limited to): (i) any of the warranties in the Placing Agreement being, when given, untrue or inaccurate or misleading in any material respect, or having ceased to be true or accurate or is misleading (or would not be true or accurate or would be misleading if then repeated) by reference to the facts subsisting at the time, in any material respect; (ii) the Company having failed to comply with any of its material obligations under the Placing Agreement or applicable law or regulation; (iii) there occurs or arises prior to Admission any significant change or new material matter which Zeus, in its discretion, determines should be notified to Placees; or (iv) any event of force majeure occurs which, in the opinion of Zeus, acting in good faith, would or would be likely to prevent any party from performing its obligations under the Placing Agreement. If this termination right is exercised, or if the conditionality in the Placing Agreement is not satisfied, the Placing and the Subscription will not proceed.

The timing of the closure of the Bookbuild, the number of Placing Shares and the allocation of the Placing Shares between Placees is to be determined at the discretion of the Company and Zeus.

The Company notes that further to the announcement of 11 November 2024 Riverfort Global Opportunities PCC Limited will be granted options over 25,000,000 ordinary shares at an exercise price of 4.215p, exercisable at any time for a period of 48 months from the date of grant. It is anticipated that these options will be issued around the end of March 2025.

persons in Member States who are Qualified Investors; and

(all such persons together being referred to as "relevant persons").

APPENDIX I

Definitions

The following definitions apply throughout this Announcement unless the context otherwise requires:

APPENDIX II

Details of the Placing Agreement and the Placing Shares

The Bookrunner and the Company have entered into the Placing Agreement, under which the Bookrunner has, on the terms and subject to the conditions set out therein, undertaken to use its reasonable endeavours to procure subscribers for the Placing Shares at the Issue Price.

The Subscription is separate to the Placing. Neither the Placing nor the Subscription are being underwritten by the Bookrunner or any other person and the Bookrunner is not obliged to subscribe for any New Ordinary Shares or any other shares in the capital of the Company.

The allotment and issue of the New Ordinary Shares will be conditional on (amongst other things) Admission occurring on or around 8.00 am on 7 April 2025, or such later date as the Bookrunner and the Company may agree, being no later than the Long Stop Date.

The New Ordinary Shares will, when issued, be subject to the Company's Articles, and the New Ordinary Shares will be credited as fully paid and rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of Ordinary Shares after the date of issue.

Subject to Admission, the New Ordinary Shares will trade on AIM under the trading symbol AAU with ISIN GB00B085SD50.

Application for admission to trading on AIM

Application will be made to the London Stock Exchange for admission to trading on AIM of the New Ordinary Shares. It is expected that settlement of any such New Ordinary Shares and Admission will become effective on or around 8.00 a.m. on 7 April 2025 (or such later date as the Company and the Bookrunner may agree, being no later than the Long Stop Date) and that dealings in the New Ordinary Shares will commence at that time.

Bookbuild

The principal terms of the Placing are as follows:

• The Bookrunner is arranging the Placing as agent for, and sole bookrunner of, the Company.

Conditions of the Placing

• admission of the New Ordinary Shares becoming effective by no later than 8.00 a.m. on 7 April 2025 (or such later time and / or date as the Company and the Bookrunner shall agree, not being later than the Long Stop Date);
• the Placing Agreement not having been terminated by the Bookrunner in accordance with its terms.

Right to terminate the Placing Agreement

• any of the warranties given in the Placing Agreement are not true and accurate and not misleading in any material respect when given at the date of the Placing Agreement or would not be true and accurate or would be misleading in any material respect if they were repeated on Admission;
• the Company is in breach of any of its material obligations under the Placing Agreement, or with the requirements of any applicable laws or regulations in relation to the Placing;
• there has been a Material Adverse Change; or
• any event of force majeure occurs which, in the good faith opinion of the Broker, would prevent any party from performing its obligations under this agreement.

No Admission Document or Prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and have not been nor will they be offered in such a way as to require the publication of a prospectus in the United Kingdom or otherwise. No offering document, admission document or prospectus has been or will be submitted to be approved by the FCA or the London Stock Exchange in relation to the Placing or the Placing Shares, and Placees' commitments will be made solely on the basis of the information contained in the Announcement (including this Appendix) and the Publicly Available Information.

Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has not relied on any other information (other than the Publicly Available Information), representation, warranty, or statement made by or on behalf of the Company or the Bookrunner or any other person and neither the Bookrunner, the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received and, if given or made, such information, representation, warranty or statement must not be relied upon as having been authorised by the Bookrunner, the Company or their respective officers, directors, employees or agents. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Neither the Company nor the Bookrunner are making any undertaking or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any legal, investment or similar laws or regulations. Each Placee should not consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and Settlement

Following closure of the Bookbuild, each Placee allocated Placing Shares in the Placing will be sent a trade confirmation or contract note in accordance with the standing arrangements in place with the Bookrunner, stating the number of Placing Shares allocated to it at the Issue Price, and the aggregate amount owed by such Placee (in pounds sterling).

Settlement of transactions in the Placing Shares (ISIN: GB00B085SD50) following Admission will take place within CREST provided that, subject to certain exceptions, the Bookrunner reserves the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such other means that it deems necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.

Interest is chargeable daily on payments not received from Placees on the due date(s) in accordance with the arrangements set out above at the rate of 4 percentage points above the prevailing SONIA rate as determined by the Bookrunner.

Representations, Warranties and Further Terms

• that, unless otherwise agreed by the Bookrunner, it is a Qualified Investor;
• that time shall be of the essence as regards obligations pursuant to this Appendix;
• that it will not make any offer to the public within the meaning of the Prospectus Regulation or the Prospectus Regulation (as it forms part of domestic UK law pursuant to the EUWA) of those Placing Shares to be subscribed for and/or purchased by it;
• That no prospectus or offering document has been or will be prepared or is required in connection with the Placing and it has not received and will not receive a prospectus or other offering document in connection with the Placing or the Placing Shares; and