Ariana Resources PLC - UPDATE ON PROPOSED JOINT VENTURE
UPDATE ON PROPOSED JOINT VENTURE
Ariana Resources plc ("Ariana" or the "Company"), the AIM-listed exploration and development company operating in
· Proposed new joint venture with Özaltin by way of a partial disposal of the interests of the Company in Zenit and Salinbas in exchange for
· The Parties are at an advanced stage of finalising the proposed definitive joint venture agreements governing the Transaction.
· The Transaction terms remain substantially the same as those summarised in the announcement of
· Agreements concerning both Zenit and Salinbas will be completed concurrently, such that Özaltin will own 53% of Zenit and of Salinbas from the outset, with Proccea acquiring its stake of 23.5% in Salinbas from Ariana for
· Ariana intends to distribute a circular to Shareholders to convene a General Meeting seeking approval for the Transaction during October.
· Subject to a capital reorganisation, court and shareholder approval, and the authorisation of a distribution of an intercompany dividend from
"Over the past few months Ozaltin, Proccea and Ariana have been working towards preparing the required agreements in order for the proposed Joint Venture to proceed. Following the formal commitment by Ozaltin to finalise the definitive agreements in July, the parties have completed final and mutual legal and corporate due diligence. In addition, certain corporate and other structural changes have now been finalised, which enable the deal to be completed, having secured preliminary government approvals in
"We would like to take this opportunity to thank Proccea for their introduction to, and significant involvement in working with, Ozaltin to complete the necessary steps in order to conclude this Transaction. We are also expecting that Proccea will continue to be actively involved in developing the Salinbas Project, and that they will continue to act in our interests in the context of the expanded Joint Venture."
· Pontid Madencilik San. ve Tic. Ltd. (owner of Salinbas) has been converted to the joint stock company, Pontid Madencilik San. ve Tic. A.S. ("Pontid"), ahead of the completion of the Transaction.
· Licences owned by Pontid have been reissued by the General Directorate of Mining and Petroleum Affairs ("GDMPA") to reflect the new name and type of company.
· Approvals have been sought and received from the GDMPA regarding the change of ownership of the Zenit licences and are in the process of being sought for Pontid following the change of company type.
· Approvals for the completion of the Transaction have also been sought and received from the bankers to Zenit and consent is being sought from the Competition Authority in
Summary of Transaction
Further to the Memorandum of Understanding ("MoU") announced on the
On completion of the Transaction, all interests in the projects by the parties will be held through Zenit, with Pontid becoming a 100% owned subsidiary. Zenit will be owned 53% by Özaltin, 23.5% by Ariana and 23.5% by Proccea. Ariana and Proccea will maintain board representation on Zenit, with one director each, and Özaltin will be able to appoint two directors. Management control will remain with Proccea, and both Ariana and Proccea shareholdings will be protected within the Joint Venture by being non-dilutive and free-carried and subject to full minority protection rights. Shareholder control of Zenit will be based on agreement of 75% of the voting shares, equivalent to three out of the four directors.
Prior to the Transaction Ariana holds:
1. 50% of Zenit Madencilik San. ve Tic. A.S. ("Zenit"), which operates the
2. 100% of Pontid Madencilik San. ve Tic. A.S. ("Pontid"), which holds the Salinbas Project, upon which preliminary exploration work has defined a JORC Measured, Indicated and Inferred Resource of c. 1.5 million oz gold.
Following the Transaction Ariana will:
1. hold 23.5% of Zenit which will hold the
2. be free-carried on further costs associated with the development of the Salinbas Project;
3. be party to a shareholder and Joint Venture agreement, retaining representation on the Zenit board;
4. be responsible for exploration across the Joint Venture, which will be reimbursed at cost plus a bonus of two times the exploration cost for increases to project resources of over 10% or following the vend-in of new projects; and
5. will have received payments totalling
It is the intention of the Board to distribute a special dividend amounting to approximately 50% of net proceeds after costs and tax to shareholders, once a capital reorganisation is completed, Court approval is obtained and a General Meeting can be convened; the dividend distribution will also be dependent on the payment of an intercompany dividend from
The Company will also utilise its enhanced capital position to fund further growth of Ariana's business. The latter activity will involve the acquisition of new exploration and development projects either within
About Ozaltin Holding A.S.
Özaltın Holding A.Ş. is a conglomerate active in
This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.
Ariana Resources plc
Tel: +44 (0) 20 7407 3616
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Beaumont Cornish Limited
Tel: +44 (0) 20 7628 3396
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Panmure Gordon (UK) Limited
Tel: +44 (0) 20 7886 2500
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Yellow Jersey PR Limited
Tel: +44 (0) 7951 402 336
About Ariana Resources:
Ariana is an AIM-listed mineral exploration and development company operating in
The Red Rabbit Project is comprised of the Company's flagship assets, the Kiziltepe and Tavsan gold projects, and is part of a 50:50 joint venture with Proccea Construction Co. Both assets are located in western
The 100% owned Salinbas Gold Project is located in north-eastern
Ariana is also earning-in to 50% of UK-registered Venus Minerals Ltd ("Venus"). Venus is focused on the exploration and development of copper-gold assets in
Panmure Gordon (UK) Limited is broker to the Company and Beaumont Cornish Limited is the Company's Nominated Adviser.
For further information on Ariana you are invited to visit the Company's website at www.arianaresources.com.
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