Ariana Resources Share Discussion Threads

[catsick] 07/12/2020 07:12

Going to be a lumpy special div , I would prefer a smaller regular one but they will have 20 million usd cash to play with this way which should fund a heap leach operation in Cyprus if they find some ok grade dirt there

[jaf1948] 07/12/2020 07:02

Hallelujah.

[temujiin] 07/12/2020 07:02

JOINT VENTURE CONDITIONAL AGREEMENTS COMPLETED

Ariana Resources plc ("Ariana" or the "Company"), the AIM-listed exploration and development company operating in Europe, is pleased to announce the completion of conditional agreements on its joint venture with Özaltin Holding A. . ("Joint Venture" or "JV"), via its subsidiary, Özaltin Insaat, Ticaret and Sanayi A.S. (collectively "Özaltin") and with Proccea Construction Co. ("Proccea") (collectively "the Parties"). Özaltin will be acquiring 53% of both Pontid Madencilik Sanayi ve Ticaret A. . ("Pontid"), the owner of the Salinbas Project ("Salinbas") and the existing Zenit Madencilik San. ve Tic. A. . ("Zenit") joint venture which is currently owned by Ariana in a 50:50 partnership with Proccea.

The Joint Venture with Özaltin and Proccea involves the partial disposal of the interests of the Company in Zenit and Pontid in exchange for US $35.75 million in cash ("the Transaction"). On completion, Ariana will retain a 23.5% interest in the Joint Venture, as will Proccea. The Parties have also agreed to the sale of Ariana's remaining projects, under its subsidiary Galata, to Zenit for an additional US$2 million in cash (as announced on 2 December 2020).

Highlights:

-- JV to continue the development of the 0.6Moz Red Rabbit Project and to advance the 1.5Moz Salinbas Project.

-- JV to be owned 53% Özaltin, 23.5% Ariana, 23.5% Proccea, with Proccea as Manager.
-- Cash payment to Ariana of US$37.75 million, before costs and taxation, inclusive of the sale of Ariana's remaining projects to Zenit.

-- US$8 million to be committed by Özaltin to fund a Feasibility Study, EIA and additional permitting on Salinbas.

-- Ariana to continue exploration across the JV projects with the aim of defining additional resources and in the pursuit of new project opportunities elsewhere.

-- The Transaction remains conditional inter alia on Ariana shareholder approval, following the publication of a Circular to Shareholders and the satisfactory completion of a General Meeting of the Company. The Transaction is also conditional on the necessary regulatory approvals in Turkey.

Dr. Kerim Sener, Managing Director, commented:

"In preparing this announcement, I have chosen to repeat and reflect on the comments made when we entered into our original JV with Proccea in 2010, much of which is wholly relevant to the present:

{"This JV [...] has created a solid set of foundations to spur the growth of your Company. We are delighted to be in partnership with a strong and competent JV partner and we look forward to adding further value to our assets via this JV. The partners are aiming to see the Kiziltepe Sector through to production in approximately two years, and to continue the advancement of the Red Rabbit project area as a whole. Indeed, the partners also intend to grow the JV company beyond its original scope, to include new project development opportunities in the region."}

While it took our original JV four more years to bring Kiziltepe into production, jointly navigating the associated permitting and financing hurdles had the effect of adding significant strength, resilience and trust to our partnership. Furthermore, the closing line of our 2010 statement was particularly prophetic, and it is upon these solid foundations that we have chosen to further enhance our JV with the addition of Özaltin into our proven partnership with Proccea. Özaltin brings significant expertise and capacity in infrastructure development in Turkey and has been responsible for several large-scale government funded projects in recent years. We look forward to working with Özaltin and with our original partners, Proccea, to continue to develop a successful and profitable mining business in the years ahead".

Muzaffer Ozdemir, CEO, Özaltin Holding A.S., commented:

"We are excited to be entering into a partnership with Ariana and Proccea. We recognise the capabilities demonstrated within their existing JV and can see the opportunities to grow their active mining portfolio. In particular, we are keen to see the Tavsan Mine developed as the second operation within the JV, while we collectively work towards bringing the Salinbas Project through feasibility and into development. We are now poised to become a substantial gold producer in Turkey, demonstrating capabilities spanning exploration, process design, construction and mining. There are few companies, either nationally or internationally that have this level of full-spectrum capability in the gold mining industry."

Conditions Precedent to Completion

Remaining significant conditions precedent to completion of the Transaction include:

-- Approval for the Transaction through the Competition Authority in Turkey.
-- Ariana shareholder approval to be sought for the Transaction at a General Meeting, for which a Circular is expected to be sent to Shareholders during the week commencing 7 December.

Details of the Joint Venture

The Company, through its operating subsidiary, Ariana Exploration and Development Ltd and Galata Madencilik San. ve Tic. Ltd. ("Galata"), entered into two separate share purchase and shareholders agreements ("Shareholders Agreements") with Özaltin and Proccea on 4 December 2020. One shareholders agreement relates to the acquisition of 53% of Zenit by Özaltin for US$50 million, to be split equally between Ariana and Proccea against the transfer of 26.5% shares each in Zenit. The second agreement relates to the acquisition of an initial 17% of Pontid for US$5 million. Under the terms of this latter agreement, Özaltin commits to injecting a further US$8 million of equity into Pontid in order to increase its shareholding to 53% of Pontid from the outset. This will be mirrored by a commitment from both Proccea and Galata to acquire 23.5% each of Pontid for US$ 5.75 million each in cash. The Company has also entered into a licence transfer agreement between Galata and Zenit, concerning the sale of three peripheral licences, which include the Kizilcukur Project ("Satellite Projects") to Zenit for US$2 million in cash.

The Shareholders' Agreements govern the principles of the new Joint Venture and the operation of the JV company prior to and following the merger of Pontid into Zenit. On final completion of the Transaction, all interests in the projects by the parties will be held through Zenit. 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 the Ariana and Proccea shareholdings are free-carried (up to a development decision) in respect of the feasibility stage development of Salinbas, and are subject to minority protection rights through the Turkish Commercial Code. Control of Zenit will be based on agreement of 75% of the voting shares, equivalent to three out of the four directors, except in special cases, such as amendments to the company's articles of association, where unanimous approval is required.

Prior to the Transaction Ariana holds:

1. 50% of Zenit, which operates the Kiziltepe Mine and its associated exploration and development properties, notably the Tavsan Project; and

2. 100% of 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.

3. 100% of the Satellite Projects held via Galata.
Following the Transaction Ariana will:

1. hold 23.5% of Zenit which will hold the Kiziltepe Mine, Tavsan Project and associated exploration and development properties (including the Satellite Projects), in addition to the Salinbas Project;

2. be free-carried on further costs associated with the feasibility-stage development of the Salinbas Project , up to a development decision ;

3. be party to a shareholder and Joint Venture agreement with Ozaltin and Proccea, 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. have received payments, before costs and taxation, totalling US$30 million from Ozaltin for the dilution in its interests in Zenit and Pontid, and US$5.75 million from Proccea to reflect the reduction in ownership percentage in Pontid.

6. be receiving US$2 million from Zenit for the transfer of the Satellite Projects.

[paul280i] 05/12/2020 08:59

Yes, but in our lifetime?

[brad44] 05/12/2020 08:53

our time will come, of that I'm sure.

[jaf1948] 05/12/2020 07:27

soul, biggles, Thanks for the input.

[bigglesbingham] 04/12/2020 21:12

Agree with that

[bigglesbingham] 04/12/2020 20:51

I think it's a case of you can't be good at everything and they have always had a view that the value will come through in the end and because they are in it for the long run it's not been a priority. When the company grows there has to be a change in directors mindset in that their job is not just producing the goods on the ground but running the company for shareholder value. How many companies have grown to such an extent whereby the founder has been ousted by major shareholders. Investor relations needs to be addressed as does marketing of their achievement I have utmost respect for KS MDV sangster who's role can't be underestimated. But one thing lack of marketing has done is it's allowed accumulation of shares at very competitive price. I really see significant upturn to 7-8p in new year.

[soulsauce] 04/12/2020 20:11

It is something they have never got a handle on. Panmure Gordon don't help matters and I am not sure what Yellow Jersey do for their money.

[jaf1948] 04/12/2020 20:01

biggles,

What do you think is the reason for Ariana being so poor at public / investor relations when they are generally so good at the actual business ? Is it lack of interest or lack of understanding how much it is needed or something else ?

[bigglesbingham] 04/12/2020 19:09

Ha ha never overthink golden rule!!

[bigglesbingham] 04/12/2020 17:59

Buy increased to 5.75 by NS Ariana Resources (AAU) "is pleased to announce the conditional agreement for the sale of its remaining projects in Turkey to Zenit" – and the shares have currently responded higher to 5.5p...The noted projects are considered satellites to the Kiziltepe mine processing plant – this deal is not about Salinbas – and the sale agreement is for, a payable over 20 months, $2 million. Zenit is currently a 50:50 joint venture including Ariana and which has the producing Kiziltepe mine and associated acreage and is subject to a prospective partial disposal – it noted this latest agreement "conditional and becomes effective on the satisfactory completion of the JV agreements with Özaltin and Proccea".Ariana Managing Director Kerim Sener comments that "we look forward to updating the market in due course on the status of the proposed expansion of our joint venture and the advancement of our portfolio", suggesting further confidence and we previously noted a prospective $35.75 million partial disposal of interests (53% of both the joint venture including Kiziltepe and the Salinbas project, leaving Ariana with 23%) looked to offer attractive returns on the deal completing.With that and recent quarterly production and sale of 5,125 ounces of gold at estimated operating cash costs of just $352 per ounce, a further $2 million over 20 months isn't currently massively material here but it all helps. With a market cap of below £60 million (currently approx. $79 million) and further enhanced confidence of the prospective partial disposal, at up to 5.75p, targeting post deal returns of 7.5p+, still a buy.

[ekuuleus] 04/12/2020 17:54

thanks charles. I'll research that.

[bigglesbingham] 04/12/2020 17:49

They've committed just waiting on paperwork that's what last rns told me

[lottsgold] 04/12/2020 16:25

Fair enough just pondering:)

[lottsgold] 04/12/2020 15:38

Had another thought this afternoon, does anyone think the Salibas EIA may be what we are waiting for before Ozaltin commit?

[lottsgold] 04/12/2020 15:37

I don't think the website gets much attention, does it? Have they even got an announcement of the new JORC? Do you think Venus could list at some point, would this be be beneficial to the recognised value?

[charles clore] 04/12/2020 15:25

Does anyone think it strange that Venus Minerals bears no reference or attribution to Ariana's part in the development of their company as a partner with a potential 50% stake in the company by 2022 - apart from the mention of Kerim Sener as non-exec director?

[bigglesbingham] 04/12/2020 14:27

I was being conservative ha ha