Settlement of Outstanding Debt to RiverFort & TVR

Ariana Resources plc (AIM: AAU, ASX: AA2, "Ariana" or the "Company"), the mineral exploration, development and production company with gold project interests in Africa and Europe, is pleased to announce that it has settled all outstanding loan balances due under the Facility Agreement with RiverFort Global Opportunities PCC Limited ("RiverFort").

The Company advises that it has received a Conversion Notice from RiverFort to discharge the outstanding loan balance of US$782,575.08 through the issuing of 40,435,311 ordinary shares in accordance with the loan terms and pricing under the Facility Agreement (the "RiverFort Shares"). The Company's CHESS Depository Instruments (CDIs) each represent 10 ordinary shares, so this is the equivalent of approximately 4,043,531 CDIs.

Application will be made for the RiverFort Shares, which will rank pari passu with all existing ordinary shares, to be admitted to trading on AIM ("Admission"). Admission is expected on or around 5 February 2026.

The Company will issue the ordinary shares in accordance with the placement capacity exception under ASX Listing Rule 7.2 (Exception 16) on the basis that the Facility Agreement was entered into before the Company was listed on ASX and the Facility Agreement and its material terms were set out in its ASX Dual-Listing Prospectus.

Consequently, the Company currently has no debt and held c.£5.5 million in cash, as at 31 December 2025.

In addition, the first ranking general security will be removed by RiverFort over the Company and certain subsidiaries. The Company will, however, retain access to the remaining undrawn US$3 million of the original US$5 million under the Facility Agreement, should it require additional loan financing during the next 3 years as it continues to advance the Dokwe Gold Project in Zimbabwe.

Total Voting Rights

Upon Admission, the total number of Ordinary Shares (including Ordinary Shares underlying the CDIs) and voting rights in the Company will be 2,656,146,692. With effect from Admission, this figure 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 Company under the FCA's Disclosure Guidance and Transparency Rules.

Kerim Sener, Managing Director, commented:

"We very much appreciate the support provided by RiverFort during the past year or so, in the provision of working capital to enable the Company to advance its Dokwe Gold Project in Zimbabwe and to help facilitate our ASX dual-listing. In addition to the provision of the loan, RiverFort also participated substantially in both of our equity capital raises last year. The close-out of the remaining loan balance further reinforces their position in Ariana, at a time when the Company is making significant progress, with the precious metals markets showing a positive medium and long-term momentum.

"I would like to personally note that the RiverFort team have been a pleasure to deal with throughout this period and I look forward to further interaction with them as shareholders. We are now very much on track for the successful delivery of major project milestones in the year ahead, and the support of RiverFort in the lead-up to this has been an important part of our long-term strategy."

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The Board of Ariana Resources plc has approved this announcement and authorised its release.

For further information on the Company, please visit the website, or please contact the following: