Ariana Resources PLC COMMITMENT BY ÖZALTIN HOLDING A.S. (6102R)

TIDMAAU

RNS Number : 6102R

Ariana Resources PLC

01 July 2020

1 July 2020

AIM: AAU

COMMITMENT BY ÖZALTIN HOLDING A.S.

Ariana Resources plc ("Ariana" or "the Company"), the AIM-listed exploration and development company operating in Europe , is pleased to report that Özaltin Holding A.S., through its subsidiary, Özaltin Insaat, Ticaret and Sanayi A.S. (collectively "Özaltin") , has formally committed to proceeding with its acquisition of 53% of both the Salinbas Project ("Salinbas") and the Zenit Madencilik San. ve Tic. A.S. ("Zenit") joint venture which is currently owned by Ariana in a 50:50 partnership with Proccea Construction Co. ("Proccea").

Dr. Kerim Sener, Managing Director, commented:

"We are very pleased that our incoming partners, Özaltin Holding A.S., have formally committed to completing the definitive agreements necessary for our proposed transaction to proceed. This follows the completion of extensive due diligence conducted by SRK Consulting UK on the Salinbas Project and on the Zenit production and development assets.

"Ariana, Özaltin and Proccea are now working through the necessary steps, including seeking Ministerial approval, in order to complete the transaction. This will lay the foundations for the completion of our transaction, substantially as proposed in the MoU, but including various minor modifications to ensure robust legal documentation, structural changes in the type of company and practical outcomes in the context of Turkish Law. In addition, at the earliest possible opportunity, Ariana will make the necessary arrangements to seek shareholder approval for the transaction via a General Meeting.

"This transaction will crystallise significant value for the Company and substantially de-risks the deliverability of the Salinbas Project, at an important time in its development. Accordingly, we fully expect shareholders to support the transaction, definitive agreements for which are expected to be concluded by the end of August 2020."

Summary of Transaction

Further to the Memorandum of Understanding ("MoU)" announced on the 25 November 2019, Ariana intends to partially dispose various interests held in Turkey to Özaltin, including jointly with Proccea, 53% of Zenit for US$50 million (to be split equally by Ariana and Proccea), as well as an initial 17% of the Salinbas Project for US$5 million. In addition, Özaltin commits to injecting a further US$8 million of equity into the Salinbas Project in order to acquire 53% of the project. It is envisaged Özaltin will ultimately hold 53% of Zenit, with Ariana and Proccea each holding 23.5% and that the Salinbas Project ultimately will be acquired by Zenit, such that the respective shareholdings do not change. Further information in respect of this part of the transaction will be provided in due course. The Company also intends to seek approval from Shareholders for the transaction as soon as practically possible.

About Ozaltin Holding A.S.

Özaltın Holding A. ., is a conglomerate active in Turkey and several other countries, in the construction, transportation, energy, tourism and agriculture sectors. The company was initially established as Özaltın Construction in 1965 by Nuri Özaltın, who originated from Artvin Province in Turkey. Recent large scale construction projects include hydroelectric dams, with installed annual power production capacity of 5.5 billion KWh and the Gebze-Orhangazi-İzmir Motorway Build-Operate-Transfer Project of which it is a 22 year consortium partner. More information on the company can be found at www.ozaltin.com.tr

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.

Contacts:

 
 Ariana Resources plc                 Tel: [phone] 
                                       3616 
 Michael de Villiers, Chairman 
 Kerim Sener, Managing Director 
 
 Beaumont Cornish Limited             Tel: [phone] 
                                       3396 
 Roland Cornish / Felicity Geidt 
 
 Panmure Gordon (UK) Limited          Tel: [phone] 
                                       2500 
 James Stearns / Atholl Tweedie 
 
 Yellow Jersey PR Limited             Tel: [phone] 
                                       9512 
 Dom Barretto / Joe Burgess / Henry   [e-mail] 
  Wilkinson 
 

Editors' Note

About Ariana Resources:

Ariana is an AIM-listed mineral exploration and development company operating in Europe. It has interests in gold production in Turkey and copper-gold assets in Cyprus. The Company is developing a portfolio of prospective licences in Turkey, which contain a depleted total of 1.5 million ounces of gold and other metals (as at April 2020).

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 Turkey, which hosts some of the largest operating gold mines in the country and remains highly prospective for new porphyry and epithermal deposits. The Kiziltepe Sector of the Red Rabbit Project is fully permitted and is currently in production. The total gross depleted resource inventory at the Project and its wider area is c. 500,000 ounces of gold equivalent (as at April 2020). At Kiziltepe a Net Smelter Return ("NSR") royalty of up to 2.5% on production is payable to Franco-Nevada Corporation. At Tavsan an NSR royalty of up to 2% on future production is payable to Sandstorm Gold.

The 100% owned Salinbas Gold Project is located in north-eastern Turkey and has a total resource inventory of c. 1 million ounces of gold equivalent. The project comprises three notable licence areas: Salinbas, Ardala and Hizarliyayla, all of which are located within a multi-million ounce Artvin Goldfield. The "Hot Gold Corridor" contains several significant gold-copper projects including the 4Moz Hot Maden project, which lies 16km to the south of Salinbas and 7km south of Hizarliyayla. A NSR royalty of up to 2% on future production is payable to Eldorado Gold Corporation on the Salinbas Gold Project.

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 Cyprus.

Panmure Gordon (UK) Limited are 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 .

--Ends--

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July 01, 2020 02:00 ET (06:00 GMT)