Ariana Resources plc (AIM:AAU) agreed to acquire remaining 97.9% stake in Rockover Holdings Limited for £19.4 million on April 24, 2024. The full consideration for the acquisition will be satisfied by issuance of the Merger Shares by Ariana to the RHL Shareholders (other than to Asgard). It is expected that 687,817,998 Merger Shares will be issued, which at Ariana's closing price of £0.02825 on 24 April 2024, being the last closing price before publication of this announcement, would value the transaction at £19,430,858. Ariana has entered into a conditional Merger Implementation Agreement ("MIA") to effect an all-share merger of Ariana and Rockover, based on a merger ratio in the enlarged entity of 62.5% Ariana existing shareholders and 37.5% Rockover existing shareholders. Prior to the transaction, Ariana through its wholly-owned subsidiary AsgardMetals Pty. Ltd. currently holds circa 2.1% in Rockover. On completion of the Merger, the Company will confirm the appointments of the new directors, Nicholas Graham and Andrew du Toit, containing the information required under the AIM Rules.

The transaction is subject is approval of the shareholders of each of Ariana and Rockover, admission to AIM of the Merger Shares, Ariana receiving Rockover's audited consolidated financial statements for the financial year ended 31 December 2023, Rockover receiving Ariana's audited consolidated financial statements for the financial year ended 31 December 2023, completion of due diligence by both Ariana and Rockover, To the extent that Rockover has received notices from Dissenting Shareholders pursuant to, and in accordance with the time frame prescribed by, Section 179(5) of the BVI Companies Act, Dissenting Shareholders representing less than 5% of the Rockover Shares in issue and delivery of signed agreements in relation to the lock-in arrangements from the larger Rockover Shareholders. As of June 26, 2024, the transaction has been approved by shareholders of Ariana Resources. The transaction is expected to close on June 21, 2024. As of June 26, 2024, Completion of the all-share merger of the Company and Rockover Holdings Limited ("Rockover") in accordance with the merger implementation agreement ("Merger") is expected to take place on June 28, 2024.

Roland Cornish and Felicity Geidt of Beaumont Cornish Limited acted as Nominated Adviser to Ariana Resources.

Ariana Resources plc (AIM:AAU) completed the acquisition of remaining 97.9% stake in Rockover Holdings Limited on July 1, 2024. Admission to trading on AIM of the 687,817,998 new ordinary shares of 0.1p each ("Merger Shares") will take place today. As at the date of this announcement, the Company's issued share capital consists of 1,834,181,326 ordinary shares with a nominal value of 0.1p each, with voting rights ("Ordinary Shares"). The Company does not hold any Ordinary Shares in Treasury. Therefore, the total number of Ordinary Shares in the Company with voting rights is 1,834,181,326. The above figure of 1,834,181,326 Ordinary Shares 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 share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules. Accordingly, the Company is pleased to announce the following appointments to the Board i.e., Nicholas John Gore Graham as Non-Executive Director, Nicholas Graham intends to appoint Matthew Randall, as his alternate director, Andrew John du Toit as Operations Director,  Matthew Martin Randall, Alternate Director to Nicholas Graham, Randall is a principal mining engineer with Rio Tinto.