Agreement for Strategic Investment - Tranche 2 CDI

Ariana Resources PLC

26 May 2026

 

26 May 2026

AIM: AAU

ASX: AA2

Agreement for Strategic Investment - Tranche 2 CDIs

Issue of Shares and Total Voting Rights

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:

1.   3,333,333 CDIs (representing 33,333,330 new ordinary shares) to Xinhai;

2.   133,333 CDIs (representing 1,333,330 new ordinary shares) to Hongmen Capital Holdings Pty Ltd ("Hongmen");

3.   1,666,667 CDI Options (being over 16,666,670 ordinary shares in aggregate) to Xinhai; and

4.   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.

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 which forms part of domestic law in the United Kingdom by virtue of the EU (Withdrawal) act 2018 ("MAR").

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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:

Contacts:

Ariana Resources plc Michael de Villiers, Chairman Dr. Kerim Sener, Managing Director		Tel: [phone]
Beaumont Cornish Limited (Nominated Adviser) Roland Cornish / Felicity Geidt		Tel: [phone]
Zeus Capital (Joint Broker) Harry Ansell / Katy Mitchell Fortified Securities (Joint Broker) Guy Wheatley Yellow Jersey PR Limited (UK Financial PR) Dom Barretto / Shivantha Thambirajah M&C Partners (Aus Financial PR) Christina Granger / Ben Henri Shaw and Partners Limited (Lead Manager - ASX) Damien Gullone		Tel: [phone] Tel: [phone] Tel: [phone] [e-mail] Tel: [phone] [e-mail] Tel: [phone]

Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated Adviser and is authorised and regulated by the FCA. Beaumont Cornish's responsibilities as the Company's Nominated Adviser, including a responsibility to advise and guide the Company on its responsibilities under the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed solely to the London Stock Exchange. Beaumont Cornish is not acting for and will not be responsible to any other persons for providing protections afforded to customers of Beaumont Cornish nor for advising them in relation to the proposed arrangements described in this announcement or any matter referred to in it.

About Ariana Resources:

Ariana is a mineral exploration and development company dual listed on AIM (AIM: AAU) and ASX (ASX: AA2), with an exceptional track record of creating value for its shareholders through its interests in active mining projects and investments in exploration companies. Its current interests include a major gold development project in Zimbabwe, gold-silver operations in Türkiye and copper-gold-silver exploration and development projects in Kosovo and Cyprus.

For further information on the vested interests Ariana has, please visit the Company's website at www.arianaresources.com.

Zeus Capital Limited, Fortified Securities and Shaw and Partners Limited are the brokers to the Company and Beaumont Cornish Limited is the Company's Nominated Adviser.

Ends.

 

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