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 2024.

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 2024 and notice of the Annual General Meeting ("AGM") and related proxy form will be available to view on the Company's website and will be posted to shareholders. The AGM will be held on 9 July 2025, at 10.30 a.m. at East India Club, 16 St James's Square, London, SW1Y 4LH.

Chairman's Statement

It is with great pride that I present this year's Chairman's Statement for the Company. This has been a year of substantial progress, both in terms of our operational performance and our longer-term strategic development as a gold mining company. Amidst global uncertainty, heightened geopolitical tensions and fluctuating commodity markets, Ariana not only held its ground but also took bold strides forward. Our continued focus on high-quality partnerships, disciplined execution and responsible resource development has enabled us to enhance long-term shareholder value while laying the foundations for a robust and sustainable future.

Delivering on our Strategy

The past year marked a continuation of our evolution from a single-region focus with interests in a single-asset production base, into a diversified exploration and development group with a regional growth platform spanning much of south-eastern Europe and, most recently, with the addition of southern Africa as a new growth region. Our strategy, built largely around the joint-venture model and a deep geological and cultural understanding of the regions we operate in, continues to mature successfully.

Our interests in the Kiziltepe Mine in Türkiye, operated via the Zenit Madencilik partnership, continued to generate strong cash flow and, for the eighth year running, exceeded production forecasts. Meanwhile, the Tavsan Mine commenced mining operations early in the year, while its processing plant and associated infrastructure continued to be built. All projects in Türkiye, including the Salinbas Gold Project, advanced materially, with critical milestones achieved in permitting, development and continued resource delineation.

Our strategic interest in Western Tethyan Resources and the partnership with Newmont Mining Corporation, enabled us to expand our exploration footprint across the Balkan region, particularly in Kosovo and North Macedonia during the period. Meanwhile, in early 2024 we refocused the strategy of Venus Minerals and now maintain this highly-prospective copper and gold portfolio in Cyprus ready for integration into a potential new structure. As a result, Ariana remains exceptionally well-positioned to operate as a platform for long-term growth and discovery across one of the most prospective but underexplored geological regions in the world.

Operational Performance

The all-share acquisition of the Dokwe Gold Project in Zimbabwe was a highlight of the year, which would not have been possible without the strong support of our shareholders. This acquisition marks a departure from our prior regional focus in south-eastern Europe but is underpinned by deep connections and expertise across the southern African region. Consequently, the Company secured total ownership of a major new gold project with multi-million ounce exploration and development potential. Dokwe now represents our flagship project and has become the focus and emphasis of our recent activities.

Meanwhile in Türkiye, robust operational delivery continued at our 23.5% owned Kiziltepe Mine, with gold production reaching 20,866 oz and second-highest annual revenue recorded of US$54.7 million. Good grades, plant efficiency, and cost monitoring helped keep operating cash costs well within expectations and maintained the capacity for ongoing contributions towards the associated Tavsan development costs. At Tavsan, significant headway was made on construction of the processing plant during the year, with the heap-leach pads being completed in the first half of 2025 as weather conditions improved into the spring.

On the exploration front, elsewhere in south-eastern Europe, progress has continued primarily via Western Tethyan Resources, in partnership with Newmont Mining Corporation. Recent exploration success has laid the groundwork for future development of this partnership and represents one facet of our strategic diversification in action.

A Resilient Business in an Evolving World

Our operational successes during 2024 should be viewed through the lens of a troublesome and more uncertain global environment. Geopolitical risks in Europe and the Middle East, in particular, coupled with inflationary and regulatory pressures across energy and labour markets, continue to present serious challenges to all companies in our sector. Specifically, it was in recognition of these broader geographic risks and uncertainties that the Company determined to establish a new operational front in southern Africa, giving rise to its acquisition of the Dokwe Project.

Ariana's ability to remain agile, localise decision-making, and rely on a lean but highly-skilled team allowed us to navigate such headwinds with resilience. Our asset base, primarily grounded in high geological potential, lower-cost operating environments, access to infrastructure and local mining expertise, provides a firm foundation to manage risk while pursuing opportunity. Most importantly, our diversified geographic footprint across south-eastern Europe and in southern Africa reduces dependency on any single jurisdiction and offers valuable optionality for future development.

The outlook for 2025 remains one of cautious optimism. While volatility remains an inescapable feature of the global economy, precious metals prices continue to show resilience as investors seek stability amidst geopolitical uncertainty and fluctuating, even erratic, monetary and trade policy. Indeed, gold continues to do what it does best, acting as the ultimate hedge against inflation and, beyond the US Dollar, the barometer of real value, as evidenced principally by increased buying by central banks globally. With multiple development projects progressing at different stages along our development pipeline, Ariana is well placed to capture maximum value in this environment.

Commitment to the Community and the Environment

Sustainability and responsible stewardship are deeply embedded in Ariana's operational philosophy. We recognise that mining carries not only opportunities to create value and as a spur to remarkable technical innovation for the benefit of mankind, but the obligation to do so in a way that respects societies and the environments we operate across. Throughout the year, our teams worked closely with local communities to promote education, training and environmental awareness. Our partnership in Türkiye also continued with initial rehabilitation work at the Kiziltepe mine site, reaffirming our commitment to the land and ecosystems we operate within.

Governance also remains a cornerstone of our business. The Board remains in process of adopting revised codes this year as part of our plan to achieve a dual-listing on the Australian Securities Exchange, which reinforces our commitment to transparency and integrity at all levels of the Company. Beyond this, we remain committed to prudent financial management, value-focused capital allocation, and maintaining a high degree of optionality across our portfolio. While we may be modest in size, our ambitions are measured, well-calibrated, and fully aligned with shareholder interests.

Final Thoughts

Ariana Resources has always prided itself on being more than a junior mining company. We are a builder of partnerships, a project generator and executor, and a responsible steward of the land and communities in which we operate. Our mission has always been to build a long-term sustainable business in order to achieve a material and positive legacy.

Our achievements this year are the result of the dedication and talent of our employees, the incredible efforts of our operational partners, the guidance of our Board and the strong support of our shareholders. More specifically, we take this opportunity to extend our thanks to the broader Ariana team across south-eastern Europe and in Zimbabwe for their hard work and determination. We also acknowledge the ongoing collaboration and professionalism of our colleagues at Proccea and Özaltin, whose operational and strategic local expertise continues to underpin our success in Türkiye.

To our shareholders, thank you for your ongoing trust and belief in our strategy. We remain focused on delivering consistent value and we appreciate your continued support as we enter a significant new phase of growth as we pivot our principal operational strategy to southern Africa.

2024 has reinforced our identity as a purpose-driven company, focused on long-term value creation through integrity, technical excellence and sustainability. As we look to 2025 and beyond, we do so with energy, clarity of purpose and a confidence grounded in results. We are very proud of what we have achieved and we are excited for what lies ahead.

Financial Review

The Directors are pleased to report a profit before tax of £2.7m (2023: £0.1m), driven primarily by a significant improvement in our share of the profits of Zenit this year at £5.7m (2023: £2.1m). This is partly due to the general increase in gold price throughout the year which has improved gross margin, and also the processing of high grade Tavsan ore through the Kiziltepe mine. Note 6c gives more detail of the Zenit results, and you will see there the impact of their adoption of inflation accounting for the first time, as required by International Financial Reporting Standards (due to hyperinflation in Türkiye), and the consolidation of its wholly-owned four subsidiaries. The impact of this is that Zenit records a gross inflation cost in the year of £5.2m (2023: £nil), but Ariana also benefits from our share of previous years' inflationary increases to non-current and other non-monetary current assets and liabilities amounting to £4.4m.

Otherwise, Ariana's Consolidated Income Statement is broadly consistent and in line with expectations. Administrative expenses, amounting before exchange gains to £3m (2023: £2.5m), as set out in note 4a, have increased since the acquisition of Rockover as we continue to develop the Dokwe Project.

Other comprehensive income this year included an overall net gain to the translation reserve amount to £3.7m (2023 - deficit £5.4m), representing the combination of exchange losses on the restatement of the opening net assets for foreign exchange movements as usual, and the positive impact of the gain on the restated group results for Zenit.

There are several significant changes to the Consolidated Statement of Financial Position this year. Of note is the increase in book value of our equity accounted 23.5% interest in Zenit at £21.3m (2023: £7.3m) in part due to the aforementioned inflationary adjustments. Second is the substantial increase of £17m in our exploration expenditure asset following the Rockover acquisition in June, reflecting the significant exploration expenditure undertaken at Dokwe over several years. This was a share for share acquisition, which covers the significant increases in both our share capital and share premium this year.

Cash and gold bullion backed bank accounts declined by £3.2m to £0.9m covering both our day to day operational and continued exploration expenditure. In November the arranged a US$5m convertible loan facility, of which US$2m was drawn down, further details of which are set out in note 18 to the financial statements.

Outlook

As we look ahead to 2025, Ariana remains poised to transition decisively from what was a single-jurisdiction operator into a diversified, multi-asset development company. With our interest in the combined operations at the Kiziltepe and Tavsan mines continuing to generate strong cash flow, particularly with the strongly rising gold price, we remain well-resourced to support and advance our broader growth strategy across our advanced project portfolio. These assets, together with our maturing exploration pipeline, represent a robust foundation for long-term, sustainable value creation.

More specifically, our key priorities in 2025 include:

• Continuing the Feasibility Study of the Dokwe Gold Project in Zimbabwe.
• Completing construction of the heap-leach at Tavsan and achieving first gold pour.
• Advancing Salinbas towards a revised Mineral Resource Estimate.
• Identifying new exploration opportunities within our existing project areas and across jurisdictions.
• Continuing to improve cost and environmental performance across all operations through developments in our infrastructure in areas such as renewable energy and hybrid vehicle use, effective remote-working and through the continued deployment of cutting-edge technologies to mineral exploration.

In particular, the Dokwe Gold Project in Zimbabwe marks a transformational addition to our portfolio. With its large-scale resource base, feasibility-stage readiness with significant exploration and development upside, Dokwe provides Ariana with an opportunity to advance a high-value project in a new and highly-prospective region. Ariana has the technical, social and environmental resources and skills that will shape the project for efficient and responsible execution in the years ahead.

Our near-term focus is clear: achieve first gold pour at Tavsan and to deliver the Dokwe Feasibility Study ahead of project financing. At the same time, we will continue to advance exploration across south-eastern Europe in partnership with Newmont Mining Corporation and advance opportunities to monetise parts of our wider portfolio. With a disciplined approach to capital allocation, strong local partnerships, and a growing track record of project delivery, Ariana has entered its next growth phase with great confidence and purpose.

Consolidated Statement of Comprehensive Income

For the year ended 31 December 2024

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:

Liquid funds available to the Group.

Selected Notes to the Consolidated Financial Statements

for the year ended 31 December 2024

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 other mineral resources, principally in southern Africa and south-eastern Europe.

The consolidated financial statements are presented in Pounds Sterling (£) rounded to the nearest thousand (£'000) unless otherwise stated, 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 2024.

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 a US$5m loan facility taken out in November 2024, and from which US$2m was initially drawn down. At the year end the Group had liquid funds amounting to £0.91 million (2023: £2.52 million), as well as gold bullion-backed accounts amounting to £nil (2023: £1.59 million). As set out in Note 24, the company raised £1.9m in aggregate in two separate placings in January and April 2025.

The Directors have prepared cash flow forecasts for the Group for the period to 30 September 2026 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 forecasts indicate that the Company will need to raise further equity funds within the next 6 months if it is to meet its expected obligations in delivering all of its work programmes for the forthcoming year.

The Directors are obliged to consider a variety of options as regards to the financing of the Group going forward, including implementing a plan to dual-list on the Australian Securities Exchange ("ASX") and an accompanying capital raise in the second half of 2025. Alternatively, an equity raise via an open offer or placing, or alternative sources of finance may be sought if thought appropriate. Despite the continuing challenging market conditions for exploration and development companies, the Company and the Group have been successful historically in raising finance and in the light of this and advice received regarding the likely success of an ASX listing and fundraise, 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 whilst there is a material uncertainty regarding going concern, they believe that it remains appropriate to prepare the financial statements on a going concern basis.

• Administrative costs & Operating loss
• Administrative costs totalling £2,737,000 (2023: £1,828,000) are stated following significant exchange gains amounting to £217,000 (2023: £712,000). These gains originated primarily from the group's wholly owned subsidiary Galata Mineral Madencilik San. ve Tic. A.S. ("Galata"), mainly due to the appreciation of the US Dollar and Sterling against the Turkish Lira.

Upon retranslation into Galata's functional currency, US Dollar and Sterling-denominated assets held by Galata, including bank accounts, gold bullion-backed bank accounts, and trade receivables, experienced an increase in their Turkish Lira asset valuations, resulting in a corresponding exchange gain for the year ending 31 December 2024.

The operating loss is stated after charging/(crediting):

Gold Bullion Backed Bank Accounts

In 2023 the Group's subsidiary Galata reinvested some of its currency reserves into gold-backed bank accounts.

During 2024, Galata sold all its gold holdings to fund its operations, resulting in a £170,000 gain reported in the statement of comprehensive income. Although gold-backed bank accounts can be converted to cash on demand, they are disclosed separately from cash and cash equivalents under IAS 7.

Finance costs

Interest is recognised using the Effective Interest Rate (EIR) method, ensuring proper allocation over the loan's tenure. Following Rockover Holdings Limited's drawdown of the loan, as principal borrower, the associated interest charge is accounted for in their statement of comprehensive income. Further details about the loan agreement are provided in Note 18a.

Equity accounted Investments

The Group and Company's investments comprise the following:

6a Associate Interest in Pontid Madencilik San. ve Tic. A.S. ("Pontid")

During August 2024, the combination of Zenit Madencilik San. ve Tic. A.S. ("Zenit") and Pontid Madencilik San. ve Tic. A.S. ("Pontid") was completed such that all interests in Kiziltepe, Tavşan and Salinbas are now held through the 23.5% share of Zenit. This combination concludes the reorganisation process that started in 2021, following the then partial divestment in Türkiye to Özaltin Holding A.S. The original cost of investment amounting to £4,139m has been reallocated to Zenit as set out in Note 6c.

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

The Company and group acquired 50% of Venus Minerals Ltd ("Venus") through an earn-in agreement on 5 November 2021. During the three subsequent years the Company continued to provide additional support to Venus, initially in the form of convertible loan finance and subsequently on the conversion of this loan into equity. On the 1 November 2023, Venus changed its legal status from Limited to PLC ahead of its planned IPO. The Company's shareholding in Venus increased from 58% to 62% during February 2024, following the conversion of additional finance into equity as set out in the supporting note below.

The Ariana Board recognises that this additional equity stake was 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 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 2024.

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 £1,830,000 (2022: Loss £756,000).

Earnings per share on continuing operations

The calculation of basic profit/(loss) per share is based on the profit attributable to ordinary shareholders of £2,692,000 (2023: Loss £218,000 ) divided by the weighted average number of shares in issue during the year, being 1,500,636,710 shares (2023: 1,146,363,330).

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. Following Asgard initial investment in Rockover Holdings Limited, this interest developed further and concluded with the reclassification of Asgard's investment following the acquisition as outlined in note 15b.

As at 31 December 2024, due to a change in the market valuation of its listed securities, a fair value loss amounting to £134,000 has been reflected in these accounts. The market valuation of listed securities at the balance sheet date amounted to £69,000 (level 1 hierarchy). Unlisted securities, where fair value cannot be reliably measured, continue to be valued at cost less impairment and amounted to £548,000 (level 3 hierarchy) at the balance sheet date.

Exploration assets

The Group, through its subsidiary and associate companies and its acquisition of Rockover Holdings Limited, hold several exploration licences or mining claims in Zimbabwe, Türkiye, Cyprus and Kosovo. Expenditure of £733,000 (2023: £886,000), including a proportion of staff costs, was capitalised during the year. The technical feasibility and commercial viability of extracting mineral resource is not yet demonstrable in the above locations.

14b Earn In advances

The Group's 76.36% (2023: 76.36%) owned subsidiary Western Tethyan Resources Limited ("WTR"), entered into an option on an earn-in agreement with Avrupa Minerals Limited, for the right to acquire up to an 85% interest in the Slivova Gold Project. 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 and during the period to 31 December 2024 amounted to £755,000 (2023: £416,000). On 3 April 2025, the Group announced that WTR had satisfied the remaining earn-in expenditure milestones and formally completed its acquisition of 51% of the Slivova Gold Project.

Investments in Group undertakings

Investments in Group undertakings - Business combination

On 26 June 2024, the Company acquired Rockover Holdings Limited, issuing 687,817,998 new ordinary shares to acquire the remaining Rockover shares not already owned by its subsidiary Asgard Metals Pty. Ltd, giving rise to the acquisition of the Dokwe Gold Project in Zimbabwe. Since the acquisition, Ariana has maintained its policy of valuing exploration and evaluation assets at cost per IFRS 6. Fair value measurements were not used for the early-stage Dokwe Gold Project, in accordance with industry practice. If Rockover had been acquired at the beginning of the year, the loss before taxation arising on consolidation would have been £377,648.

The resulting business combination is set out below:

31 December 2024 £`000

Consideration on business combination

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 is operational. Tavşan is currently under construction and financed from profits retained by Zenit and supplemented by a US$20 million debt facility committed to accelerate operational start-up.

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.

Trade and other payables

With exception of the Riverfort loan facility, the above listed payables are all unsecured. Due to the short-term nature of current payables, their carrying values approximate their fair value.

Riverfort Loan Facility

On 8 November 2024, Ariana (together with its subsidiary Rockover Holdings Limited (Rockover) as principal borrower and various other subsidiaries as co-borrowers) entered into a loan agreement with Riverfort Global Opportunities PCC Limited ("Riverfort"), securing a funding facility of US$5,000,000. The loan is structured with a 15% annual interest rate and a repayment period of 18 months, with the final maturity date set for 8 July 2026. Rockover has to date drawn down US$2,000,000 under the Riverfort facility and this advance has been recognised as a financial liability measured at amortised cost, reflecting the net funding received after transaction costs. Under the financing agreement, both parties have the option to settle portions of the loan through share issuance, subject to agreed conditions. When exercised, the share settlement mechanism will be accounted for under IFRS 2 (Share-Based Payment), affecting both the company's EPS and voting structure. The loan repayments follow an instalment structure, incorporating both principal and interest, are measured at amortised cost.

Riverfort has secured its position in the loan agreement through the issue of a debenture, which was registered at Companies House on 8 November 2024. This debenture grants Riverfort a fixed and floating charge over certain assets of Rockover Holdings Limited (principal borrower) and the Co-Borrowers (Ariana Resources PLC, Ariana Exploration & Development Limited, Asgard Metals Pty Ltd & Canister Resources (Pvt) Limited).

The loan facility is subject to financial risks, which are assessed and disclosed under note 25.

Other financial liabilities and provisions

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. in 2021, 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 ("Çamyol") is as follows:

Post year end events

In January 2025 Ariana issued 28,880,000 shares to Newmont Ventures Limited to raise £685,900, and in April 2025 issued a further 80,888,953 shares in a general placing to raise £1,213,334 (gross proceeds).