Agreement for Strategic Investment - Tranche 2 CDI
Ariana Resources plc has issued Tranche 2 CDIs and CDI Options to Hongkong Xinhai Mining Services Ltd. and Hongmen Capital Holdings Pty Ltd. under a strategic investment agreement. This includes the issuance of 33,333,330 new ordinary shares to Xinhai and 1,333,330 new ordinary shares to Hongmen, along with associated options. Upon admission of these 34,666,660 new ordinary shares, expected around June 1, 2026, Ariana's total issued ordinary share capital and voting rights will increase to 2,690,813,352.
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Ariana Resources plc (AIM: AAU, ASX: AA2, "Ariana" or the "Company"), the mineral exploration and development company with gold project interests in Africa and Europe, is pleased to announce that it has issued the Tranche 2 CDIs at the price of A$0.30 per CDI under its agreement (the "Agreement") with Hongkong Xinhai Mining Services Ltd. (part of Shandong Xinhai Mining Technology & Equipment Inc.) ("Xinhai") in accordance with the terms of the Agreement as set out in the announcement of 22 December 2025.
Summary
In accordance with the terms of the Agreement, Ariana has issued the following:
- 3,333,333 CDIs (representing 33,333,330 new ordinary shares) to Xinhai;
- 133,333 CDIs (representing 1,333,330 new ordinary shares) to Hongmen Capital Holdings Pty Ltd ("Hongmen");
- 1,666,667 CDI Options (being over 16,666,670 ordinary shares in aggregate) to Xinhai; and
- 66,667 CDI Options (being over 666,670 ordinary shares) to Hongmen.
Admission to AIM
To create the Tranche 2 CDIs, application has been made for an aggregate of 34,666,660 new ordinary shares of 0.1p each (the "Tranche 2 Shares"), which will rank pari passu with all existing ordinary shares, to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective and that trading in the Tranche 2 Shares will commence on or around 1 June 2026.
Total Voting Rights
Upon Admission of the Tranche 2 Shares, the Company's issued Ordinary Share capital will consist of 2,690,813,352 Ordinary Shares (including Ordinary Shares underlying the CDIs) with one voting right each. The Company does not hold any Ordinary Shares in treasury. Therefore, from Admission, the total number of Ordinary Shares (including Ordinary Shares underlying the CDIs) and voting rights in the Company will be 2,690,813,352. 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.
About Xinhai
Founded in 1997, Shandong Xinhai Mining Technology & Equipment Inc. (www.xinhaimining.com) has grown into an integrated EPC+M+O mining solutions provider with end-to-end capabilities across engineering, procurement, construction, project management and operations. Leveraging two manufacturing hubs, an in-house metallurgical testing and research centre, and a global workforce of more than 1,300 employees, Xinhai delivers standardised, scalable and cost-efficient solutions to mining projects worldwide.
The company has served nearly 2,500 mines across multiple jurisdictions and executed over 600 EPC+M+O projects, establishing a differentiated position in full-cycle mine development. Xinhai's operating model integrates metallurgical research capability, engineering expertise, manufacturing capacity and lifecycle management to support clients in developing modern, energy-efficient and commercially sustainable operations.
Xinhai has an established track record in Zimbabwe, having completed the feasibility, design and construction of a 2 Mtpa lithium beneficiation plant within 364 days, with a peak on-site workforce of over 1,000 personnel (approximately 400 from China and 600 locally engaged) between June 2022 and June 2023. The Company has also recently completed construction of a gold processing plant in Gweru, in central Zimbabwe, which was supported by a construction workforce of approximately 130-180 personnel from May 2025.
Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the announcement of 22 December 2025.
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:
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.