Sale of 13.6% Interest in Zenit for US$19.5m Cash

Ariana Resources PLC

18 May 2026

 

18 May 2026

AIM: AAU

Sale of 13.6% Interest in Zenit for US$19.5 million in Cash

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 advise that it has agreed to sell 13.6% out of its 23.5% interest in Zenit Madencilik San. ve Tic. A.Ş. ("Zenit") to existing Zenit shareholder Özaltin Holding A.Ş. ("Özaltin").

Highlights:

·    13.6% interest in Zenit sold to Özaltin for gross cash proceeds of US$19.5 million equating to an estimated c.US$17.2 million after local taxes ("Sale").

·    Ariana retains a 9.9% interest in Zenit, for which the terms of the Sale imply a value of US$14.2 million, and is entitled to dividends when declared by Zenit, in addition to continued board representation.

·    Completion occurred on the 15 May 2026, and the proceeds have been received by the Company; pro-forma cash and investments now of A$53m (£29m)[1] and no debt.

·   Net sale proceeds provide significant non-dilutionary funding as Ariana progresses its Feasibility Study at the 100% owned 1.1Moz[2] Dokwe Gold Project in Zimbabwe ("Dokwe").

·    Zenit is making preparations for a local public listing and advancing its strategy in Türkiye accordingly.

Dr. Kerim Sener, Managing Director, commented:

"We are delighted to have reached this agreement with Özaltın to partially monetise our interest in Zenit at a strategically important point in Ariana's growth trajectory. The transaction reflects our disciplined capital allocation strategy and active portfolio optimisation, with a clear focus on accelerating the development of the flagship Dokwe Gold Project while minimising shareholder dilution.

"Zenit is a mature, cash-generative minority investment in producing operations. This transaction crystallises significant embedded value from that holding while retaining meaningful upside exposure, enabling Ariana to redeploy capital into a potentially company-making, 100%-owned gold development project with long-term growth potential.

"Dokwe is a transformational asset for Ariana, which represents a large-scale, long-life asset, underpinned by strong economics, as demonstrated in the pre-feasibility study update announced in 2025. As the project advances, it continues to attract significant industry interest.

"This transaction, which is now complete and not subject to further approvals of any kind, provides substantial non-dilutive funding to support the rapid advancement of Dokwe through feasibility and development, strengthening our balance sheet and preserving shareholder value amid increasingly uncertain global macro-economic conditions."

Material Terms of the Sale Agreement

Under the sale agreement, the Company, through its wholly-owned Turkish subsidiary, Galata Mineral Madencilik San. ve Tic. A.Ş. ("Galata") was to transfer to Özaltın a total of 136,000,000 registered shares in Zenit, comprising 10,500,000 Class A shares and 125,500,000 Class D shares, each with a nominal value of TRY 1.00 ("Transfer Shares"). The Transfer Shares represent 13.6% of Zenit's total issued share capital.

Following completion of the transaction, Galata retains 60,000,000 Class A and 39,000,000 Class D shares in Zenit, representing a 9.9% interest in Zenit's total issued share capital. Özaltın is an existing shareholder of Zenit, currently holding a 53% interest.

The aggregate consideration ("Consideration") for the Transfer Shares received by Ariana was US$19,500,000, payable in cash. Completion of the sale and receipt of the Consideration was scheduled to occur on or before 20 May 2026, but concluded on the same day as the completion of the agreement on the 15 May 2026. The Consideration was received in full, and the transfer of the Transfer Shares occurred simultaneously with payment.

Interest in Zenit and the Financial Effect of the Sale

Zenit is an investment in Türkiye, of which Ariana currently holds 23.5%. Zenit is operated by Proccea Construction Co., which also holds a 23.5% interest, with the remaining 53% owned by Özaltin Holding A.Ş. Zenit operates the Kiziltepe and Tavşan gold-silver mines and the Salinbaş development project in addition to a number of other gold prospects in Türkiye.

Up to 30 June 2025, the Ariana Group recognised its 23.5% share of Zenit's profit or loss within the Consolidated Income Statement. Full information on Zenit's financial performance up to this date was provided in the 2025 Annual Report and Accounts (Note 6) and, based on Zenit's unaudited accounts, the Group's share of profit relating to its 23.5% interest for that year was £1,142,000.

From 1 July 2025, the Group ceased applying the equity method and now measures its interest in Zenit as a financial asset at fair value through profit or loss. This change provided a more appropriate and understandable representation of the economic substance of the Group's interests. As at 31 December 2025, the Group carried its 23.5% interest in Zenit at £17.46 million, based on which the 13.6% interest now being sold was attributed a fair value of £10.1 million. The net proceeds of the Sale are estimated at c.US$17.2 million (£12.8m) and any profit or loss on disposal will be reflected along with any other fair value adjustments in the next financial statements. The Group received no dividends in respect of its interest in Zenit during 2025, and none have been received during the current financial year to date.

Dokwe Mineral Resource Estimate

Table 1: In-pit Mineral Resource Estimate for the Dokwe Gold Project

PROJECT	CLASSIFICATION (REPORTING CUT-OFF GRADE 0.3g/t Au)	TONNAGE (t)	GRADE (g/t Au)	CONTAINED GOLD (oz)
Dokwe North	Measured	17,309,000	1.06	592,000
	Indicated	18,562,000	0.90	537,000
	Inferred	7,095,000	0.82	187,000
	Total	42,966,000	0.95	1,316,000
Dokwe Central	Indicated	1,811,000	1.60	93,000
	Inferred	120,000	1.69	7,000
	Total	1,931,000	1.61	100,000
Total	Measured	17,309,000	1.06	592,000
	Indicated	20,373,000	0.96	631,000
	Inferred	7,214,000	0.83	193,000
TOTAL		44,896,000	0.98	1,416,000

PROJECT	CLASSIFICATION (REPORTING CUT-OFF GRADE 0.6g/t Au)	TONNAGE (t)	GRADE (g/t Au)	CONTAINED GOLD (oz)
Dokwe North	Measured	10,220,000	1.50	493,000
	Indicated	8,260,000	1.50	399,000
	Inferred	3,123,000	1.33	134,000
	Total	21,604,000	1.48	1,025,000
Dokwe Central	Indicated	1,207,000	2.19	85,000
	Inferred	98,000	1.98	6,000
	Total	1,306,000	2.18	91,000
Total	Measured	10,220,000	1.50	493,000
	Indicated	9,468,000	1.59	484,000
	Inferred	3,222,000	1.35	140,000
TOTAL		22,909,000	1.52	1,116,000

Notes:

1.   The Dokwe Mineral Resource Estimate is reported in accordance with the 2012 JORC Code. Reported using cut-offs grades of 0.3g/t Au and 0.6g/t Au As at 4 March 2025.

2.   Refer to sections 4.8.5 and 4.8.6 of the IGR for further information regarding the Dokwe Mineral Resource Estimate including information required by ASX Listing Rule 5.8.

3.    The Dokwe Mineral Resource Estimate is inclusive of Reserves.

- ENDS -

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 Atkins, Non-Executive Chairman Dr Kerim Sener, Managing Director		[e-mail]
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.

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[1] Excludes 76% interest in Western Tethyan Resources Ltd, 61% of Venus Minerals Ltd and other minority interests.

[2] For Mineral Resource Estimate please see Table 1.

 

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