Contents
Advisors
2
3
4
5
5
6
10
22
23
24
26
28
29
30
34
36
36
40
42
46
52
78
Strategic Report
Principal Activities
At a Glance
Strategy & Business Model
Project Investment Strategy
Chairman’s Statement
Operations Review
Financial Review
Organisation Review
Directors
Operational Team
Field Team
Key Performance Indicators
Risks & Uncertainties
Section 172(1) Statement
Governance
Corporate Governance
Corporate Responsibility
Report of the Directors
Independent Auditor’s Report
Financial Statements
Notice of the 2023 Annual General
Meeting of Ariana Resources PLC
1
Directors
M J de Villiers
A K Sener
W J B Payne
C J S Sangster
Secretary
M J de Villiers
Registered Office
2nd Floor, Regis House
45 King William Street
London, EC4R 9AN
Registered Number
05403426
Auditors
PKF Littlejohn LLP
15 Westferry Circus, London, E14 4HD
Bankers
HSBC
186 Broadway, Didcot, Oxfordshire, OX11 8RP
Solicitors
Gowling WLG (UK) LLP
4 More London Riverside, London, SE1 2AU
Joint Broker
Panmure Gordon (UK) Limited
1 New Change, London, EC4M 9AF
Joint Broker
WH Ireland PLC
24 Martin Lane, London EC4R 0DR
Nominated Advisor and Joint Broker
Beaumont Cornish Limited
Building 3, 566 Chiswick High
Road, London, W4 5YA
Registrars
Computershare Investor Services PLC
The Pavilions, Bridgwater Road, Bristol, BS13 8AE
Public Relations
Yellow Jersey PR
Mappin House, Oxford St, London, W1W 8HF
ARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022 Dymaxion projection of the
eastern hemisphere scales
countries more realistically
than other map projections.
London
Registered Office
KOSOVO
Ankara
Head Office
CYPRUS
TÜRKIYE
KAZAKHSTAN
Harare
Regional Office
Economy Class Flights
HARARE - ISTANBUL
0.9t CO₂
ISTANBUL - LONDON
0.4t CO₂
SINGAPORE - ISTANBUL
2.2t CO₂
PERTH - SINGAPORE
0.6t CO₂
LAOS
AUSTRALIA
Perth
Regional Office
Zenit Madencilik
Western Tethyan Resources
Venus Minerals
Asgard Metals Fund
“two-decades
of experience
advancing
mineral resource
opportunities
towards
production”
Principal Activities
Ariana Resources is a precious and technology
metals explorer, developer and producer. We are
a successful and profitable company with two-
decades of experience in advancing mineral resource
opportunities towards commercialisation, involved in
the development of a gold mine in Türkiye and having
achieved significant internal investment returns
of 20-100x across some of our other projects.
The Company holds interests across the south-eastern
European region and wider Tethyan Metallogenic
Belt. Beyond this region of interest, various mineral
exploration opportunities are being evaluated elsewhere
in the Eastern Hemisphere, particularly those which
contribute toward technological development, energy
efficiency and the global decarbonisation agenda.
GLOBAL GDP
35%
AMERICAS*
65%
EASTERN HEMISPHERE
*USA accounts for 20% of global GDP alone
COMMODITIES OF INTEREST
79
47
29
28
27
Au
Gold
Ag
Silver
Cu
Copper
Ni
Nickel
Co
Cobalt
PRECIOUS METALS
TECHNOLOGY METALS
42
30
92
Mo
Molybdenum
Zn
Zinc
U
Uranium
INDUSTRIAL METALS
ENERGY METALS
3
ARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022STRATEGIC REPORT At a Glance
“Our commitment
to technological
innovation and
operational
processes enable
us to achieve
industry leading
performance
metrics and
solid growth
year-on-year”
4
Operational
Strong production performance and growth
28,421oz Au
20,737oz Au
18,914oz Au
2022
2021
2020
Industry leading gold discovery cost per ounce
Ariana Resources
US$11/oz Au
Industry average
US$62/oz Au
Lower quartile operational cash costs
Ariana Resources
US$650/oz
International average
US$1,000/oz
Sustainability
Committed to in-country employment
Zenit Madencilik:
Ariana Group:
Female/Male Ratio: 32% Female 68% Male
323 staff
18 staff
100% Turkish Nationals
72% Turkish Nationals
CO₂ emissions per ounce
0.32 CO₂ t/oz
(international average 0.8 CO₂ t/oz)
24,725 saplings planted - rehabilitation of
waste storage area and around minesite
5,000 lavender plantings for beekeeping activities
Financial
Total Mining Revenue (to date)
$235m
Profit Before Tax
£5.0m
£7.7m
£5.1m
Total Special Dividend
£7.74m (2021 & 2022)
2022
2021
2020
STRATEGIC REPORTARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022 Strategy & Business Model
The Company’s primary strategy is to achieve sustainable long-term growth
via robust and cost-efficient mineral exploration and development.
This approach has led Ariana to identify, advance and develop projects rapidly, with
a discovery cost per ounce of gold which is less than half that of its peers.
The Company plans to achieve its goals by:
• Focusing on the discovery of sizeable mineral systems with over 2.5M ounces discovered in 15 years
• Building positive long-term relationships with key stakeholders,
including local communities and governments
• Maintaining a strong team with excellent technical, financial and commercial skills
• Forming robust business partnerships for the development of gold and other mineral projects
• Executing selective, high-impact exploration programmes and joint venture opportunities
• Ensuring safe operating procedures and minimising environmental impact
Project
Investment
Strategy
Operational Cash-flow
Zenit Madencilik, Türkiye (23.5%)
Regional Exploration Partnerships
Venus Minerals, Cyprus (58%)
Western Tethyan Resources,
Eastern Europe (75%)
E
LU
A
G V
SIN
A
E
R
C
IN
D
E
C
R
E
A
S
I
N
G
R
I
S
K
Project Generation Division
Utilising in-house specialists in remote-sensing,
geophysics and geochemistry
NUMBER OF OPPORTUNITIES
Previously Tigris
Resources Ltd
Previously Dakota Minerals
Ltd, since acquired by
Perseus Mining Ltd
Project Catalytic Investments
Discovery Funding
SUCCESSFUL PAST
INVESTMENTS
STRATEGIC
EXPLORATION
PARTNERS
5
ARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022STRATEGIC REPORT
Chairman’s Statement
In looking forward to the next financial year
and beyond, it is worth highlighting Ariana’s
transformation over the past 20 years from a
grassroots gold explorer to an international multi-
commodity, multi-region explorer and developer,
funded via successful mining operations. Over this
period, and specifically since achieving profitability
in 2016, we have created a self-sustaining, cash
positive, debt free business model, which allows us
to leverage our strengths to grow our business.
This reshaping of our business is occurring against a
tipping point in the world economy. Multiple factors
are contributing to a ‘perfect storm’ in demand for
precious and technology metals. The key factors are
the banking crisis, the Ukraine war, the demand for
metals for the de-carbonisation of energy, and the
ever increasing gap between the rate of discovery
and demand for mineral resources in general. Against
this backdrop, central bank purchases of gold are
at their highest for 50 years; in 2022 central bank
gold reserves increased by 1,136 tonnes, whilst their
foreign reserves decreased by US$950 billion. A clear
message can be discerned in these changes. Unlike
fiat currencies created by central bank printing, gold
is a fundamentally different and immutable store of
value, with no counterparty risk and finite supply.
Unsurprisingly, gold spot prices have recently topped
US$2,000 per ounce three times in recent years. At the
recent Mining Indaba in Cape Town several contributors
noted that ‘animal spirits’ have consequently
returned to the precious metals mining industry.
Adding fuel to this situation, international consultancy
McKinsey warned recently that: “We need to double
the exploration effort if we are to avert the looming
reserve crisis.” McKinsey also noted that the industry
needs to invest in people and to “get serious about
science”. These two guiding principles have been
fundamental since our inception and we are confident
that our investors continue to be beneficiaries of our
wholehearted emphasis on our team and the use of
cutting-edge technologies. Furthermore, McKinsey
stated that “geology comes first”, noting that this
concept had gone somewhat out of fashion, leading
to failed projects and loss of investor confidence.
Ariana has always been driven by geology from
the top down; we have always understood that
geological expertise in exploration, resource targeting,
definition and estimation is the difference between
success and failure. Given the looming crisis in the
world’s mineral reserves, it is vital that companies
like Ariana continue to spearhead the discovery
of precious and technology metals within our
framework of technology leadership, environmentally
responsible conduct and robust governance.
6
STRATEGIC REPORTARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022 A measure of a successful company is the way in
which it meets market needs. Hence our clear focus on
precious and technology metals to meet the challenges
presented by this financial backdrop, the energy
revolution and the chronic exploration deficit. We also
recognise that investor needs must be addressed in
terms of profitability, opportunity growth, sustainability,
robust governance and risk management. We aim
to ensure our exploration and production costs are
industry leading, our project pipeline is growing, we
remain profitable with competent governance, and
we mitigate risks by diversifying across commodities
and regions. Since 2021 we have been able to pay
£7.74m dividends to shareholders, which is an
extraordinary milestone for any exploration company.
Shareholder value has been enhanced by sourcing
the majority of our development finance through joint
venture partner investment. Company management
has also been enhanced through these collaborative
relationships significantly complementing Ariana’s
in house experience. A valuable by-product of
being an exploration company since our inception
is that we had to implement effective remote
working from the field and dispersed project offices
decades ago. As this working method was part of
our doctrine from the outset, we were able to thrive
for the duration of the recent pandemic, which
proved disruptive to so many other businesses. This
continues to be a valuable approach to growing an
accessible pool of new talent for our industry.
7
ARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022STRATEGIC REPORT Chairman’s Statement continued
Against a shifting and challenging macroeconomic
background, we believe every crisis is an opportunity.
We also believe we have pivoted Ariana to leverage
our competitive advantages over a wider commodity
range and geographical reach. A key differentiator
is that Ariana is a technology-led and data-driven
business, enabling us to achieve industry leading
discovery and production costs. Approaching
business decision-making with a doctrine of quality
data at the centre of every investment has ultimately
resulted in a diversified growth path with unique
projects in our portfolio. These significant strategic
developments have now positioned us even more
powerfully as an innovative and agile explorer and
developer, able to optimise the opportunities of rising
global demand for precious and technology metals.
Our investments in cutting-edge technologies and
processes, combined with highly skilled staff, are
critical to Ariana’s exploration success. Indeed,
we have chosen to continue investing further in
these areas and in addition to our own internal
competency, we seek to encourage those of the
next generation of industry leaders. Our strong
links with several universities and our sponsorship
of research programmes, notably at the University
of Western Australia, also ensures we remain at
the forefront of advanced geological research.
Additionally, we have regularly sponsored student
summer internships, with almost half our geoscientific
team having been derived from such programmes.
Added to these developments it is important to
highlight the progress in many other project areas
over the past year. All these project areas are
managed within the framework of our commitment to
socially conscious and environmentally responsible
development. We are focusing our efforts within
countries committed to using green energy and
we use solar and geothermal energy systems in
our own offices. Our own carbon emissions are
less than half the global average for our industry.
We are involved in extensive re-forestation
programmes in all our operational areas, including
the voluntary planting of new trees and re-wilding
programmes through charitable organisations.
We are actively involved with local communities,
especially supporting local educational institutions.
In western Türkiye at the Kiziltepe gold mine we have
seen a record year, with 50% more gold produced
to date than planned in the Feasibility Study. This
mine is operated by Zenit Madencilik, a partnership in
which Ariana has a 23.5% stake with partners Proccea
Construction Co. and Ozaltin Holding A.S. Production
at Kiziltepe has consistently beaten guidance since
2017, with annual production up to 28,000 ounces
of gold per annum and a total revenue of US$235
million to the end of December 2022. Also in western
Türkiye, Zenit Madencilik is currently constructing
its second gold mine at Tavşan , which contains
a JORC Resource of 307,000 ounces of gold. The
construction is currently being financed by Zenit
without the encumbrance of bank debt. Post-period
end construction had been temporarily suspended
owing to a local court ruling, although we are expecting
construction operations to recommence later this year.
8
STRATEGIC REPORTARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022 copper supply deficit against rising demand for copper
used in alternative energy production. Elsewhere
in south-eastern Europe, we have entered into a
five-year exploration partnership with Newmont
Corporation targeting Tier 1 copper-gold resources.
We established Western Tethyan Resources (WTR)
which is 75% held by Ariana, with the remainder
held by an expert board with regional specialisation.
Newmont invested US$2.5 million in Ariana to develop
the WTR initiative and provided joint-ownership of
the Eastern Europe Newmont exploration database.
On a broader geographic scale Ariana’s wholly-owned
subsidiary, Asgard Metals is focused on investments
in discovery-stage opportunities. We use our well-
defined selection process to identify high prospectivity
projects in low cost/risk jurisdictions, where there
are sound environmental policies. This approach has
worked successfully for Ariana, as it has delivered
a 100 times value increase in some of our prior
investments. Our current work with Panther Metals Ltd
is an example of the way Asgard is operating. Working
in parallel with the Panther team we have supported
the discovery of a major nickel-cobalt project at Coglia
in Western Australia. These developments highlight
our focus on what we consider to be the sweet spot
for Ariana’s growth. This is the inflexion point between
greenfield discovery and development, where we
can act as a project catalyst by bringing to bear our
geological expertise and cutting-edge technologies.
Ariana has travelled a long way from its foundation
over 20 years ago. The team has put in the hard yards
to win the respect of its major shareholders, industry
partners, academic institutions, technology suppliers,
government organisations and local communities.
Alongside our geological expertise, each one of these
relationships has been critical to Ariana’s success.
From the springboard of our technologies and our
team we are confident we are now ready to drive
further and faster towards the discovery of significant
Tier 1 resources across an international stage.
The Board looks forward to welcoming shareholders
at our next Annual General Meeting where we
will conduct the formal business of the meeting
outlined in the Notice of Meeting. I would like
to encourage shareholders to exercise their
proxy votes in favour of these resolutions even
if you are planning to attend the meeting.
Last but not least, I would like to sign off by
thanking our excellent team and stakeholders and
in particular those new to the Ariana family, all of
whom have contributed to the Ariana success story.
Michael de Villiers
Chairman
* Post-period end.
In eastern Türkiye at our Salinbaş/Ardala project
we are highly encouraged by the progress of our
recent extensive drilling programme. The 1.5Moz
gold Salinbaş/Ardala system is a porphyry and
epithermal deposit containing gold, silver, copper and
molybdenum. This project is situated in the highly
prospective Artvin Goldfield, containing the 4Moz
Hot Maden project 16 km to the south. Last year we
separately initiated Project Leopard across eastern
Türkiye. The project aims to expand our reach into
new search spaces across three under-explored
yet highly prospective volcanic arcs in a region
estimated to contain 40Moz gold. For this project
Ariana has deployed its Project Generation Division,
with our in-house specialists in remote sensing,
geophysics and geochemistry. This gives us high
quality, rapid and cost-effective results, as none of
these processes are outsourced to consultants. Our
ability to deploy these expert in-house teams allows
us to deliver results faster, better and cheaper than
many of our peers; our US$11 per ounce discovery
cost is proof of this excellence. We have great
expectations for this team which was responsible for
identifying the potential of the Gulluce licence area.
In Cyprus, Ariana is working with Venus Minerals
to develop near term and advanced copper-gold
projects. Ariana has a 58%* stake in Venus Minerals
and we are working with our partners Semarang
Enterprises on an IPO for Venus. Our Magellan Project
contains some 17 million tonnes at 0.45-1.10% copper
with associated gold. Our investment in Venus is
significant given the scale of the impending world
9
ARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022STRATEGIC REPORT Operations Review
The first half of 2022 was marked by several
substantial, long-term strategic developments,
notably the investment by Newmont Mining
Corporation into the Company in pursuit of
major copper-gold systems in south-eastern
Europe. This was then followed in the second
half by the commencement of construction of our
second gold mine in Türkiye, among several other
significant developments across our projects.
During the year we continued the process of
restructuring our interests to broaden our scope
across multiple jurisdictions in south-eastern
Europe and via our investment in Venus Minerals
Ltd (“Venus”) and Western Tethyan Resources Ltd
(“WTR”) in particular. Following the partial divestment
of our interests in Zenit Madencilik San. ve Tic. A.S.
(“Zenit”) to 23.5% in 2021, we were able to pay the
final instalments of a Special Dividend, amounting
to 0.7p per share in total, representing a yield of
24% at the date of distribution of the final tranche.
For the sixth year running, operations at Kiziltepe
in western Türkiye continued to exceed gold
production guidance, achieving total gold output
which now exceeds its feasibility plan by 50%. An
enhanced processing plant is continuing to perform
at a nominal base-rate of 400,000 tonnes ore per
annum. Meanwhile, a drilling programme remains
underway, with the aim of continuing to extend
mine life beyond its original eight years. In addition,
the Tavşan mine remains at the construction stage
with first gold production now expected in 2024.
The Company continued to advance its interests
in a portfolio of Cypriot copper-gold projects
via its holding in Venus, which increased to 58%
post-period end. During the year, the JORC
Resource for its Magellan Project was significantly
enhanced, following the completion of a resource
and exploration drilling programme during 2021.
Notably, new exploration has led to the definition
of the Troulli Prospect at the Mariner Project.
“For the 6th year
running operations at
Kiziltepe exceeded gold
production guidance”
1 0
STRATEGIC REPORTARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022 ZENIT
23.5% Ariana
VENUS
58% Ariana
KIZILTEPE
2.15M m³
TAVSAN
2.20M m³
SALINBAS
3.20M m³
ARDALA
30M m³
MAGELLAN
3.50M m³
US$235m
-
-
-
-
PRODUCTION
REVENUE
GOLD
OUNCES
227,000
307,000
598,000
939,000
48,500 - 257,000*
COPPER
TONNES
0
0
0
110,000
61,400
NOTE: Areal footprint of each deposit area shown in plan view and at the same scale. The volume in cubic metres of each deposit area
is also provided. The contained gold in ounces and copper in tonnes (derived from JORC statements) is shown as circles with area
proportionate to the metal content. The Magellan Project gold content is based on the JORC Exploration Target. Current as at end 2022.
Following further updates to our JORC Resource
Estimate and Exploration Targets at Kiziltepe, Tavşan
and Magellan, the Company increased the resource
base of Zenit and Venus to c.2.2Moz of gold (with
additional copper, silver and zinc). We remain poised
to continue the growth of our resource base across
multiple projects at various stages of development,
through the further exploration and resource drilling
programmes underway.
Elsewhere, the Company commenced exploration in
south-eastern Europe through its investee company,
WTR, which is held 75% by Ariana. Licences located in
eastern Kosovo form the basis of the company’s project
interests at this time, though other projects are being
evaluated across the broader south-eastern European
region. WTR is also pursuing a target generation
exercise utilising a range of geoscientific datasets,
including those from Newmont Mining Corporation.
The Company continues to support a variety of
educational and environmental projects for the benefit
of the communities in which the Company operates.
The Company is also continuing to support a 20-
year Masters degree scholarship in Mining Geology,
the Richard Osman Scholarship Programme, at the
Camborne School of Mines.
1 1
ARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022STRATEGIC REPORT Operations Review continued
Zenit Production Profile
NEW PARTNERSHIP
ARIANA AT 23.5%
MILL EXPANSION
COMPLETED
z
o
d
o
G
l
90000
80000
70000
60000
50000
40000
30000
20000
10000
0
2017
2018
2019
2020 2021
2022
2023 2024 2025 2026
2027
2028 2029 2030
TOTAL
Kiziltepe
Tavsan
Salinbas
Ariana Proportionate Share
Historical and projected production from Zenit, showing the production from individual mines and their annual total until 2030. Subject to
feasibility and environmental permitting, production from Tavşan is expected to conclude in 2030 while production from Salinbaş is expected to
extend beyond 2030.
Zenit Madencilik
Zenit Madencilik San. ve Tic. A.S. is a three-
way partnership operating in Türkiye, owned
23.5% by Ariana. Zenit is operated by Proccea
Construction Co., which also owns 23.5%,
with the remaining 53% owned by Ozaltin
Holding A.S. Zenit owns 100% of the Kiziltepe
gold-silver mine, and the Tavşan and Salinbaş
development projects, in addition to a number
of other gold projects in Türkiye. Additional
exploration and resource drilling undertaken
during the year further enhanced the
Resource and Reserve base of the company.
Zenit is focused on achieving production from
multiple sites in the coming years, with the
aim of increasing output to at least c. 50,000
ounces of gold per annum. Ariana typically
receives dividend payments from Zenit
on an annual basis, the amount received
being dependent on annual operational
requirements and expectations.
1 2
STRATEGIC REPORTARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022
Zenit Revenue 2017-2022
l
z
o
d
o
G
/
r
e
v
l
i
S
500,000
400,000
300,000
200,000
100,000
0
$14M
Cumulative
Revenue
2017-2022
$235M
Total ore
mined
2017-2022
1,696,217t
Avg. processed
grade Au
2017-2022
2.6 g/t
$45.1M
$58M
$37.8M
$37.5M
$42.9M
2017
2018
2019
2020
2021
2022
Revenue US$
Proportion of Ag oz
Proportion of Au oz
NOTE: Total ore mined includes materials stockpiled and not yet processed as at end 2022.
Kiziltepe
The Kiziltepe Gold-Silver Mine is located in western
Türkiye and contains a JORC (2012) Measured, Indicated
and Inferred Resource of 222,000 ounces gold and 3.8
million ounces silver (as at February 2022, depleted).
The mine has been in profitable production since early
2017 and is expected to produce at a rate of c.20,000
ounces of gold per annum to at least the mid-2020s.
Since start-up, the mine has recorded six years of
successful operations and has provided US$235 million
in revenue as at the end of 2022. Processing at Kiziltepe
is via the carbon-in-leach method and a processing
plant expansion completed in 2021 has allowed for
higher mill throughput to a nominal steady-state rate of
400,000 tonnes of ore per annum. A substantial drilling
programme, which targeted various resource extensions
across the property, was repeatedly extended through
the year. Following this, a revised Mineral Resource and
Reserve Estimate will be established in 2024. A Net
Smelter Return (“NSR”) royalty of 2.5% on production is
being paid to Franco-Nevada Corporation.
1 3
ARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022STRATEGIC REPORT
Operations Review continued
Tavşan
The Tavşan Gold Project is located in
western Türkiye and contains a JORC
(2012) Measured, Indicated and Inferred
Resource of 307,000 ounces gold and
1.1 million ounces silver (as at November
2022). The project received a positive
Environmental Impact Assessment during
2021. Following the receipt of permits, it
is currently in the construction stage with
the objective of becoming the second gold
mining operation of Zenit. Post-period end
construction operations were temporarily
suspended following a court-determined
process relating to the Environmental
Impact Assessment, to which expert
submissions are now awaited. Processing
at Tavşan will be via the heap-leach method
to accommodate a production rate of c.
30,000 ounces of gold per annum. The
Company is targeting an eight-year mine
life and a new resource drilling programme
remains underway, which will lead to
a revised Mineral Resource Estimate.
A NSR royalty of up to 2% on future
production is payable to Sandstorm Gold.
1 4
STRATEGIC REPORTARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022 Salinbaş
The Salinbaş Gold Project is located in
north-eastern Türkiye and contains a JORC
(2012) Measured, Indicated and Inferred
Resource of 1.5Moz gold (as at July 2020).
It is located within the multi-million ounce
Artvin Goldfield, which contains the “Hot
Gold Corridor” comprising several significant
copper-gold projects, including the 4 million
ounce Hot Maden project, which lies 16km
to the south of Salinbaş. An Exploration
Target of up to 2.7Moz gold and 16.1Moz
silver was established for the project in
2018. There is potential for further resource
extensions to be delineated within high-
grade and steeply dipping breccia pipes (akin
to the Hot Maden deposit), which appear
to propagate within the Salinbaş gold-
silver zone. Furthermore, recent work has
confirmed that the Ardala Zone is dominated
by a significantly gold-enriched copper-
molybdenum porphyry system. A drilling
programme commenced in this area during
late 2021, which remains underway. A NSR
royalty of up to 2% on future production
is payable to Eldorado Gold Corporation.
1 5
ARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022STRATEGIC REPORT Operations Review continued
Venus Minerals is a UK registered, Cyprus-domiciled company holding
a significant exploration and development portfolio in Cyprus. Ariana
completed its earn-in to 50% of Venus during 2021, following expenditure
of €3 million, but has increased this post-period end to 58% on
conversion of a loan facility. An advanced copper-gold-zinc project,
Magellan, contains an Indicated and Inferred JORC Resource of c. 17Mt
@ 0.48% copper and 0.21 g/t gold (excluding additional silver and zinc),
providing the company with an exceptional foundation on which to build
its resource base. Scoping and pit-optimisation studies for the projects
have been completed and are under review towards the preparation
of a combined Preliminary Economic Assessment. Venus also holds a
substantial exploration portfolio outside of the main project areas. This
contains several immediate drill targets, which have been established
following a rigorous data review and new surface exploration.
www.venusminerals.co
Western Tethyan Resources is a UK registered company holding several
exploration licences and applications in Kosovo through its wholly-owned
subsidiary Kosovo Mineral Resources LLC. The company is currently 75%
owned by Ariana with the remaining 25% owned by a highly qualified
board. The company received its first four exploration licences in the
Lecce Magmatic Complex and Vardar Belt of Kosovo during the year. The
company is assessing several other exploration project opportunities
across south-eastern Europe, targeting major copper-gold deposits across
the porphyry-epithermal transition. These efforts are being funded via
a US$2.5 million Strategic Investment Agreement by Newmont Mining
Corporation, which became a significant shareholder of Ariana in the
process. Countries in which project opportunities are being assessed
include Bosnia and Herzegovina, Bulgaria, Greece, Kosovo, North
Macedonia and Serbia. It is the intention of the company to progress
to drill testing its projects within the shortest possible timeframe.
www.westerntethyanresources.com
Asgard Metals is a wholly-owned Australian subsidiary of Ariana, now
operating as the Asgard Metals Fund (“Asgard”). The company was
established initially to focus on technology-commodity opportunities
globally and was successful in identifying several early-stage lithium
exploration projects in Western Australia and the Northern Territory.
These projects were vended to two ASX-listed companies in 2015 and
2016 for a combination of cash and shares, which established the
financial basis of its future business. The remit of Asgard has been
broadened to encompass “Project Catalytic” investments in selected
companies with interests in high-quality early-stage exploration
project opportunities. Such investments are being made within listed
companies and in private companies which are demonstrating the
capacity and desire to list on the ASX or LSE stock exchanges in
particular. Asgard is specifically focused on the discovery stage of
mineral exploration projects, where the full capabilities of the Ariana
in-house exploration team can be applied. Investments held by Asgard
during the year included those in Panther Metals Ltd (ASX: PNT), Pallas
Resources Ltd and Annamite Resources Pte. Ltd., among others.
1 6
STRATEGIC REPORTARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022 1 7
ARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022STRATEGIC REPORT Operations Review continued
Outlook
2022 marked the 20th anniversary of the foundation
of the Company. We enjoyed the opportunity to
celebrate this significant event with our long-term and
supportive shareholders, advisors, friends and relatives
in London in July. Subsequently, in Türkiye, we were
also able to open formally our own dedicated Head
Office in Ankara, surrounded by our fantastic team.
Operationally with Zenit, the Company had its
most successful year to date, achieving record
gold production and revenue from its Turkish mine,
coupled with the most drilling ever completed
across three simultaneous campaigns at Kiziltepe,
Tavşan and Salinbaş. The year also marked the
commencement of construction at the Tavşan mine
site in July, which will lead to the development of
Zenit’s second gold mining operation in Türkiye.
Following the strategic investment of US$2.5 million
into the Company by Newmont Mining Corporation
in March, we were pleased to see the grant of the
first four exploration licences in Kosovo, coupled
post-period end with the grant of the first Project
Leopard exploration licences in Eastern Türkiye.
These events mark the commencement of new
grassroots exploration for major copper-gold
systems across the Tethyan Metallogenic Belt, in
poorly explored areas known to host multi-million
ounce gold deposits. This represents one of the
core strands of our strategy; to pick up good ground
cost-effectively and to build value incrementally
and organically within the Company over time.
In Australia, our nascent discovery fund, Asgard
Metals, achieved a number of milestones of its own. In
addition to completing three substantial investments,
it also established a trading account through which it
may participate in corporate offers or trade securities
on the ASX market. Meanwhile, our technical team
has contributed to the exploration programmes
of our investee companies across a variety of
jurisdictions, but perhaps most notably in Western
Australia, where a substantial nickel-cobalt JORC
Resource Estimate of 70.6Mt at 0.7% Ni + 460ppm
Co was established for Panther Metals Limited.
Of course, not everything can go our way or in the
manner originally intended. Notably our intention to
list Venus Minerals on AIM did not happen as planned
during the year. While we had made arrangements
for an IPO in June, the markets took a turn for the
worse and we decided to postpone the launch. Poor
market conditions have unfortunately prevailed for
1 8
the remainder of the year and have only continued
to deteriorate during 2023. However, this did not
phase us, as it enabled the opportunity to increase
our holding in Venus, making it a subsidiary, and we
look forward to continuing to incubate and advance
its Cypriot copper-gold portfolio accordingly.
Lastly, we were very pleased to pay the last tranche
of our Special Dividend to shareholders in October,
thus completing a process initiated in late 2019.
Accordingly, we have come to view this moment as the
closure of the first chapter in the life of Ariana, having
successfully brought our most advanced projects
in Türkiye to the point of providing very meaningful
returns to our shareholders. We are now on the hunt
for new projects on the international stage which may
be developed in similar ways, to ensure that further
returns may continue to be paid well into the future.
We are resolutely focused on upscaling the Company
by pursuing bold objectives. In particular, we are keen
to advance on larger projects capable of supporting the
Company on its journey towards becoming a mid-tier
mine developer. As part of this process, we are going
to pursue support from investors from further afield
and will be marketing the Company accordingly. In
parallel with this, we are undertaking several project
and jurisdictional reviews with the aim of securing
a significant new flagship asset around which the
future of the Company may continue to be built.
Over the years we have developed a unique skill-set,
rarely seen in a company of our size. We have the
capacity to undertake exploration and development
projects from the grassroots stage all the way through
to mine development and production. Our in-house
team comprises individuals with backgrounds in
every geoscientific discipline relevant to mineral
exploration and mine development, with the expertise
to take projects through to Feasibility Study level.
We recognise this as being where the true value
of the Company lies. Our comprehensive skill-sets
enable us to obtain maximum value from existing
opportunities and create new opportunities capable
of catapulting the Company into the next decade
and towards a higher level of market recognition.
We invite shareholders to join us on the next chapter
of our journey and welcome their ongoing support.
Dr Kerim Sener
Managing Director
STRATEGIC REPORTARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022 Growth in Market Capitalisation and Resource Base
8M1
2.5M2
2023
2020
£7.7M
DIVIDENDS
DISTRIBUTED
~£33M
TOTAL RESOURCE
2.62 Moz Au Eq.
(As at end 2022 depleted)
2022
TAVSAN
CONSTRUCTION
49.6M
2017
£15.3M
2017
KIZILTEPE
PRODUCING
25M 8M
8.4M
TOTAL RESOURCE
1.62 Moz Au Eq.
2013
£7.5M
TOTAL RESOURCE
1.03 Moz Au Eq.
2009
2007
2005
£5.6M
TOTAL RESOURCE
0.40 Moz Au Eq.
£3.7M
TOTAL RESOURCE
0.14 Moz Au Eq.
IPO
Funding
Market Funds (US$M)
Proccea JV Input (US$M)
Eldorado JV Input (US$M)
Kiziltepe Bank Finance (US$M)
Özaltin Holding (US$M)
Newmont (US$M)
1 Özaltin Holding contribution to Salinbaş
Project expenditure continuing.
2 Represents Newmont's initial
contribution.
Ariana has minimised
shareholder risk by seeking
the majority of its funding
requirements through
partners and bank finance
TOTAL FUNDING - US$101.5M
US$25
million
Market
Funding
US$26.9
million
US$49.6
million
Partner
Funding
Bank
Finance
1 9
ARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022STRATEGIC REPORT Resource Tables
Resource Estimate for Kiziltepe:
Kiziltepe, Kepez, Kizilcukur, Ivrindi
Measured
Indicated
Measured & Indicated
Inferred
Global Total
Tonnes
(t)
730,600
786,070
1,516,670
1,424,550
2,941,220
Grade
Au
(g/t)
2.97
2.36
2.66
2.02
2.35
Grade
Ag
(g/t)
51.09
48.65
49.83
30.67
Gold
(oz)
Silver
(oz)
69,830
1,200,050
59,650
1,229,620
129,480
2,429,670
92,340
1,404,710
40.55
221,820
3,834,380
Summary Kiziltepe (2022), Kepez (2021), Kizilcukur (2020) and Ivrindi (2013) JORC 2012 compliant Mineral Resource Estimates. Reporting is based
on a 0.75, 1.0 and 1.25 g/t Au cut-off grade across the different domains. Figures in the table may not sum precisely due to rounding. Ariana’s
share of resources is 23.5% through its holding in Zenit Madencilik.
Resource Estimate for Tavşan:
Tavşan
Measured
Indicated
Measured & Indicated
Inferred
Global Total
Tonnes
(t)
3,080,100
2,255,100
5,335,200
1,297,500
6,632,700
Grade
Au
(g/t)
1.56
1.41
1.50
1.23
1.44
Grade
Ag
(g/t)
5.07
5.47
5.24
5.36
5.26
Gold
(oz)
Silver
(oz)
154,280
501,880
101,950
396,450
256,230
898,330
51,380
223,710
307,610
1,122,040
Summary of November 2022 Tavşan Sector MRE classified and reported in accordance with JORC 2012. Reporting is based on cut-off grades of
1.5g/t Au (High-grade Domain) and 0.7g/t Au (Low-grade Domain). All figures are quoted gross with respect to Zenit. Figures in the table may not
sum precisely due to rounding. Ariana’s share of resources is 23.5% through its holding in Zenit Madencilik.
2 0
STRATEGIC REPORTARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022 Resource Estimate for Salinbaş / Ardala:
Salinbaş
Measured
Indicated
Measured & Indicated
Inferred
Global Total
Tonnes
(t)
868,000
2,421,000
3,289,000
5,114,000
8,403,000
Grade
Au
(g/t)
2.32
1.83
1.96
2.38
2.21
Grade
Ag
(g/t)
15.30
19.00
18.02
16.10
16.90
Gold
(oz)
Silver
(oz)
65,000
428,000
142,000
1,478,000
207,000
1,906,000
391,000
2,649,000
598,000
4,555,000
Ardala
Tonnes
(t)
Grade
Au
(g/t)
Grade
Ag
(g/t)
Grade
Cu
(ppm)
Grade
Mo
(ppm)
Gold
(oz)
Silver
(oz)
Copper
(t)
Molybdenum
(t)
Inferred
66,423,000
0.44
1.57
1,656
65
939,000 3,359,000
110,000
4,300
Summary Salinbaş Project JORC 2012 compliant Mineral Resource Estimate dated 29 July 2020. Reporting is based on a 0.5 g/t Au cut-off grade
for the Salinbaş mineralisation and 0.25 g/t Au for the Ardala mineralisation. Figures in the table may not sum precisely due to rounding. Separate
resource domains have been established for the Au, Cu and Mo components of the Ardala porphyry. It is considered reasonable to estimate these
domains in this manner because the resource is classified as Inferred in this location and mining parameters have not yet been established.
There is a 95% coincidence of the Au and Cu domains, and a 40-50% coincidence of the Au and Mo domains. Ariana’s share of resources is 23.5%
through its holding in Zenit Madencilik.
Resource Estimate for Magellan:
Classification
Measured
Indicated
Measured &
Indicated
Tonnes
(t)
-
Grade
Cu
(%)
-
Grade
Au
(g/t)
-
Grade
Zn
(%)
-
Copper
(t)
Gold
(oz)
Zinc
(t)
-
-
4,140,900
0.39
0.27
0.00
16,300
35,900
4,140,900
0.39
0.27
0.00
16,300
35,900
-
0
0
Inferred
12,501,100
Global Total
16,642,000
0.51
0.48
0.19
0.21
0.21
0.16
64,300
76,800
26,800
80,600
112,700
26,800
Summary 2020-21 Magellan Project (Kokkinoyia, Klirou and New Sha) JORC 2012 compliant Mineral Resource Estimate. Reporting is based on
a 0.2-1% Cu and 0.2g/t Au cut-off grade across all the projects. Figures in the table may not sum precisely due to rounding. Ariana’s share of
resources is 58% through its holding in Venus Minerals.
2 1
ARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022STRATEGIC REPORT Financial Review
The Consolidated Statement of Comprehensive Income
sets out our very satisfactory results for the year,
reflecting the success of the group on a number of
fronts. Overall the Group has recorded a profit before
tax for the year to December 2022 of £5.0m. This
was £2.7m less than 2021, albeit that year benefited
from the profit of £6.4m on the part disposal of our
Turkish interests. Administrative costs increased only
marginally on the prior year, though as explained in
note 4a, we have benefited from an exchange gain
of £2.8m arising on our US dollar cash balances this
year, resulting in a reduction to £0.6m as reported in
the Statement. Otherwise the principal driver of our
performance has been the increase in our net share
of the profit and losses of our Associated investments,
which increased by £1.5m over the prior year. Once
again the decline in value of the Turkish Lira has meant
that we are showing an accounting loss through Other
Comprehensive Income primarily on the translation
of our opening balances of our overseas subsidiaries
at closing rates of exchange. These losses are not
realised unless we divest ourselves of such assets.
The Consolidated Statement of Financial Position
reflects the increase in the value of our share of our
Associates, up from £11.4m to £15.3m in 2022, as set
out in note 6. The main change was in the value of
Zenit, in part reflecting the fact there was no dividend
received this year, as funds were directed at developing
Tavşan . Another major change this year is the decline
in cash balances from £16.4m to £9.4m, comprising
dividends paid by the Company to shareholders
amounting to £4m during the year as part of the
special dividend arising on last year’s part disposal
of our interests, and also an increase in tax payable
in Turkey of £1.9m due to corporation tax changing
to becoming payable in advance there. A final point
worthy of note is the transfer of £7.2m from the Capital
Reduction Reserve to boost Retained Earnings, and
facilitate dividend payments in future years.
Overall the Group has made great progress and the
financial results reflect that performance, and our
strong financial position gives us the platform to
continue our development at pace.
Dr Kerim Sener
Managing Director
2 2
STRATEGIC REPORTARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022 Organisation Review
ARIANA EXPLORATION
& DEVELOPMENT LTD
INVESTMENTS
100% Ariana
ASGARD METALS
PTY LTD
PORTSWOOD
RESOURCES LTD
WESTERN TETHYAN
RESOURCES LTD
VENUS MINERALS LTD
100% Ariana
100% Ariana
75% Ariana
58%* Ariana
GALATA MINERAL
MADENCILIK SAN VE TIC AS
100% Ariana
ZENİT MADENCILIK
SAN VE TIC AS
PONTİD MADENCILIK
SAN VE TIC AS
SALINBAŞ PROJECT
23.5% Ariana
TAVŞAN MINE
IN CONSTRUCTION
KIZILTEPE MINE
IN PRODUCTION
*Post period end
2 3
ARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022STRATEGIC REPORT Michael de Villiers B. Comm. Professional Accountant (SA) MIOD
Chairman and Company Secretary
Michael qualified as a Professional Accountant with Ernst & Young in
Cape Town. He gained his experience as Financial Manager at mining and
chemicals operations in Botswana, Bulgaria, FSU, Ghana, Namibia and the
United Kingdom. He was previously CFO of Eurasia Mining plc, Finance
Director of Mercator Gold (now ECR Minerals plc), Oxus Gold plc and Navan
Mining plc. He has over 30 years’ experience in the mining industry.
Michael is Chairman of the Audit Committee and
serves on the Sustainability Committee.
Kerim Sener BSc (Hons) MSc DIC PhD
Managing Director
Kerim graduated from the University of Southampton with a first-
class BSc (Hons) degree in Geology in 1997 and from the Royal School
of Mines, Imperial College, with an MSc in Mineral Exploration in
1998. After working in gold exploration and mining in Zimbabwe, he
completed a PhD at the University of Western Australia in 2004, during
which time he also founded Ariana Resources. Since then he has been
responsible for the discovery of over 4.3Moz of gold in eastern Europe,
primarily for Ariana. Kerim is also Non-Executive Chairman of ASX-
listed Panther Metals Limited and an Adjunct Research Associate at
the Centre for Exploration Targeting, University of Western Australia.
Kerim is a Fellow of The Geological Society of London,
Member of The Institute of Materials, Minerals and Mining,
Member of the Chamber of Geological Engineers in Türkiye
and a member of the Society of Economic Geologists.
Directors
2 4
STRATEGIC REPORTARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022
William Payne BA (Hons) ACA
Non-Executive Director and Chief Financial Officer
William studied Accountancy at Exeter University before
training and qualifying as a Chartered Accountant with KPMG in
London. In 2003, he became a partner in top 20 accountancy
practice Wilkins Kennedy LLP at their London office, which is
now part of Azets where he is currently Regional CEO.
William is Chairman of the Remuneration Committee
and serves on the Audit Committee.
Chris Sangster BSc (Hons), ARSM, GDE, FIMMM
Non-Executive Director
Chris is a mining engineer with over 40 years’ experience in the mining
industry. He has a BSc Hons in Mining Engineering from the Royal School
of Mines, Imperial College in London and a GDE in Mineral Economics from
the University of Witwatersrand and is a Fellow of the Institute of Materials
Minerals and Mining. Chris has extensive experience in gold, diamond and
base metal production environments. He held positions of Vice President
Mining Services at KCM Plc and Principal Mining Engineer for Australian
Mining Consultants. He co-founded ASX / AIM listed Scotgold Resources
and was its Managing Director following which he became a Non-
Executive Director and Technical Consultant from late 2014 until recently.
Chris is Chairman of the Sustainability Committee
and serves on the Remuneration Committee.
2 5
ARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022STRATEGIC REPORT Operational Team
Fatma Yildiz BSc (Hons)
General Manager
Mathew Cooper BSc (Hons)
Senior Geophysics Advisor
Fatma is a Turkish national and has over 10 years
of experience in the mining sector in Türkiye. She
graduated from Çukurova University in 2007 with
a BSc degree in Mining Engineering. In addition to
being our General Manager, she is also responsible
for managing the administrative and legal
requirements of our exploration/operational licenses,
applications and formal reporting for licenses.
Fatma is a member of the Chamber of
Mining Engineers of Türkiye, holder of a
technical inspector certificate and an
occupational health and safety certificate.
Berkin Uğurlu BSc (Hons)
Exploration Manager
Berkin graduated from the Middle East Technical
University with a BSc degree in Geology in 2004.
He worked with Teck in Türkiye for four years before
spending a further four years as a Senior Consultant.
Following this he was appointed as Country Manager
for Tigris-Eurasia Madencilik, originally a subsidiary of
Royal Road Minerals, where he worked for four years.
He has experience managing all aspects of mineral
exploration programmes from project generation
through to resource and reserve drilling and technical
reporting including to 43-101 and JORC standards.
He is a member of the Society of Economic
Geologists, a board member of the Mining
Geologists Association and a member of the
Chamber of Geological Engineers in Türkiye. He
holds a IHA0 drone pilot qualification in Türkiye.
Zack van Coller BSc (Hons)
Special Projects Geologist
Zack graduated from Cardiff University with a BSc (Hons)
degree in Exploration and Resource Geology in 2010. As
leader of our Special Projects Team, he is responsible
for advancing our project pipeline, in addition to being
involved in various exploration programmes across
Türkiye. He was involved in the development of the
highly successful lithium strategy pursued by Asgard
Metals Pty. Ltd. on behalf of Ariana. He has also been
involved in advanced project development of a high-
sulphidation Cu-Au deposit in the Republic of North
Macedonia. Zack is bilingual in English and Afrikaans.
Zack is a member of the Geological Society of
London and he operates primarily between the
UK and Türkiye.
2 6
Mathew has over 20 years’ experience working as
a geophysicist for airborne and ground acquisition
contractors and mining and exploration companies,
including Normandy Exploration, with the last 13 years
as a consultant, manager and director largely with
Core Geophysics. He has been involved in a number
of exploration successes whilst working on a range of
projects, both within Australia and internationally. He has
worked on a large variety of commodities including gold,
iron ore, base metals, diamonds, uranium and oil and
gas plays. Mathew is based in Perth, Western Australia.
Mathew is a member of the Australian Society
of Exploration Geophysicists, Society of
Geophysicists, and the Australian Institute
of Geoscientists.
Ruth Bektaş BSc (Hons)
Project Analyst
Ruth graduated from the University of Leicester with
a BSc (Hons) degree in Applied and Environmental
Geology in 2013. As Project Analyst, through
geological, resource and financial modelling she is
responsible for identifying new projects to add to
our portfolio. Ruth worked with Ariana and Zenit
from 2013 to 2018 and was involved in bringing the
Kiziltepe Project from exploration to production stage.
She has also been with Tetra Tech as a Resource
Geologist, working on a range of projects around
the world, reporting in line with NI 43-101 and JORC
standards. Ruth is bilingual in English and Turkish.
Ruth is a Chartered Geologist of the
Geological Society of London (CGeol) and
the European Federation of Geologists
(EurGeol). She is also a member of the Society
of Economic Geologists and YERMAM.
Selim Senoz BSc (Hons)
Geological Database Manager
Selim graduated in 2001 with a BSc in Geological
Engineering from Dokuz Eylül University in Izmir.
He is responsible for updating our information
systems databases, managing our geographic
information systems and drilling data. He is
the Company’s designated QA/QC officer and
has worked with the company since 2006.
He is a member of the Chamber of Geological
Engineers of Türkiye.
STRATEGIC REPORTARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022 Elif Ünal BSC (Hons) MSc
Remote-sensing Specialist
Mikail Mert Gümüş BSC (Hons)
Geochemist
Elif has over 10 years of experience in the mining sector
in Türkiye, having graduated from Hacettepe University
in 2003 with a BSc (Hons) in Geological Engineering and
from Anadolu University in 2007 with an MSc in Remote
Sensing & Geographical Information Systems (GIS).
She initially worked with INTA Space Turk Company
in 2007 on satellite image processing before joining
Galata Madencilik in 2008. From the end of 2008 to
2019 she worked as a data manager and deputy general
manager of Pontid Madencilik before transferring
back to Galata as Project Manager responsible
for the administrative and data management
requirements of our Salinbaş Project prior to it
becoming part of the Zenit JV. She also provides
specialist skills in remote-sensing to the Company.
She is a member of the Chamber of
Geological Engineers of Türkiye and has a
safe driving certificate. She holds a IHA0
drone pilot qualification in Türkiye.
Muammer Çelik BSC (Hons) MSc
Geophysicist
Muammer graduated from Cumhuriyet University
with a BSc degree in Geophysical Engineering in 2015
and from Kocaeli University with a MSc Degree in
Geophysical Engineering in 2018 and also Dumlupınar
University with a MSc in Occupational Health & Safety
in 2020. Previously he worked as a Geophysical
Engineer at Fimar Mermer, ore deposits exploration with
Geophysical Magnetic Prospection Data Observation,
Collecting, Processing and Structural Imaging. Other
qualifications include certificates in Geosoft Oasis
Montaj, Sch.-WinGLink Shell and MapInfo Professional.
He is a member of the Society of Exploration
Geophysicists (SEG), a member of the Advancing
Earth and Space Science (AGU) and a member of
the Chamber of Geophysical Engineers in Türkiye.
Mert graduated from Ankara University with double
majors in Geological Engineering and Chemistry. He
is applying geochemical techniques to our mining
and mineral exploration projects. He is assisting in the
design of geochemical sampling campaigns, and the
collection, management, interpretation and modelling
of geochemical data. He has used x-ray diffractometers
and x-ray fluorescence devices and prepared chemical
analysis reports. Mert is interested in petrography-
mineralogy and relevant laboratory usage techniques.
Sinem Koç BSC (Hons)
Geoscientist
Sinem graduated from Middle East Technical
University in 2019 from the Department of Geological
Engineering BSc (Hons) and from Anadolu University
in Geographical Information Systems BSc. She
worked with Esan Eczacıbaşı Holding in Balya
Lead and Zinc Mine for two years as an Exploration
Geologist. She is a member of a Chamber of Geological
Engineers and Mining Geologists Association.
Mehluli Tshuma Dip.Geol. Cert.Mining
GIS Analyst
Mehluli graduated in 2004 with a Diploma in Geology
from the Zimbabwe School of Mines. He also holds a
certificate in Technical and Operational Surface Mining
from University of Pretoria. He has experience in mineral
exploration and mining in southern Africa. He has
worked for companies such as Reunion Mining PLC,
Lonmin PLC, Metallon Gold and Zimbabwe Platinum
Mines. In Mozambique he worked for Rovuma Resources
Limitada managing the geographic information systems
across all projects and was part of an exploration team
that led to the graphite discovery in Cabo Delgado
province in northern Mozambique. Most recently, he has
worked with Canister Resources in Zimbabwe, where he
was responsible for geological database management,
taking their gold project to a full feasibility study.
2 7
ARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022STRATEGIC REPORT Field Team
Burak Mert BSc (Hons)
Project Geologist
Burak graduated from Aksaray University with a BSc
(Hons) degree in Geological Engineering in 2008 and
from İstanbul Rumeli University in 2018 with an MSc
in Occupational Health & Safety. Previously he worked
as a field geologist at 3S Holding, including Pb-Zn
deposits and RCR Holding including Cu deposits across
Türkiye. He is currently working in various exploration
programmes and is responsible for all aspects of
mineral exploration programmes in western Türkiye.
He is a member of the Society of Economic Geologists,
a member of the Mining Geologists Association and
a member of the Chamber of Geological Engineers in
Türkiye. He is holder of a technical inspector certificate
and an IHA0 drone pilot qualification in Türkiye.
Furkan Oğuz BSc (Hons)
Exploration Geologist
Furkan graduated from Middle East Technical University
with a BSc (Hons) degree in Geological Engineering
in Ankara and completed an BSc degree at Anadolu
University on Geographical Information Systems
(GIS) and currently studying for a MSc degree on
Structural Geology at Middle East Technical University
in Türkiye. He is a member of the Society of Economic
Geologists, the Mining Geologists Association and
the Chamber of Geological Engineers in Türkiye.
Tuncay Yavuz BSc (Hons)
Senior Technician
Tuncay graduated from the Anadolu University with
a BA (Hons) degree in International Relations. Tuncay
worked for seven years with Newmont in Türkiye
as senior field technician prior to joining Ariana
Resources in 2010. He has worked extensively on
gold projects in western, eastern and north-eastern
Türkiye and is fully trained in field first aid, advanced
off-road driving and health and safety (to Australian
standards). Other qualifications include certificates
in first-aid, ArcGIS and MapInfo Professional. He
holds an IHA0 drone pilot qualification in Türkiye.
Ismail Aksoy
Field Technician
İsmail has over 10 years of experience in the mining
sector in Türkiye. He is experienced with magnetic
surveys and field sampling throughout western, central,
and north-eastern Türkiye. From 2011 to present he has
worked with the company as a field technician in central
and north-eastern Türkiye, mainly in Balıkesir Province.
Our full team can be viewed at arianaresources.com
2 8
STRATEGIC REPORTARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022 Key Performance Indicators
Financial KPIs
Production Success
Enhancing profits through efficient mining operations and
successful conversion of Resources to Reserves.
Exploration Expenditure
Enhancing intangible exploration assets through targeted expenditure.
Cash Flow Forecasts
Regular cash flow monitoring to ensure exploration targets
are met and that working capital is maintained.
Operational KPIs
Operational Success
Increasing JORC compliant resources and progressing advanced
projects through development and into production.
Advance Portfolio
Through acquisition or discovery of new exploration properties
utilising on-going exploration to target new ground.
Environmental, Health & Safety
Ensuring that all efforts are made to minimise adverse
personal, corporate and environmental outcomes, through
best practice training, implementation and monitoring.
2 9
ARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022STRATEGIC REPORT Risks & Uncertainties
Production Risk
DESCRIPTION
Mining activity involves a variety of potential
risks to production or interruptions to output.
These can include geological, mining, processing,
environmental and financial risks.
MITIGATION
Zenit reviews mining progress on a regular
basis to determine any potential risk factors
that could affect production negatively. Zenit
employs experienced management staff.
Exploration and
Development Risk
DESCRIPTION
Inherent risks associated with the failure to discover
or develop an economically recoverable ore reserve,
to conclude a definitive feasibility study, and to
obtain the necessary consents and approvals
for the conduct of exploration and mining.
MITIGATION
The Board is committed to reviewing progress
relating to the development of its various exploration
targets and assesses this against planned
expenditure and expected outcomes. The Group
employs highly trained geologists with extensive
knowledge of mineral exploration, with a particular
expertise in precious metal mineralisation.
3 0
STRATEGIC REPORTARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022 Political / In-Country Risk
DESCRIPTION
Political instabilities, which could cause the
loss of an asset through expropriation, war or
unrest. Exploration or mining licences applied
for might not be granted or renewed.
MITIGATION
The Group has spread its political risk exposure by
developing active interests in several countries,
including Australia, Cyprus, Kosovo and Türkiye. As the
location of our mining projects, Türkiye benefits from
a robust political environment and has established
fiscal and mining codes. The Group enjoys a good
working relationship with the relevant authorities
in Türkiye and has a permanent management
team in the country to monitor developments.
Environmental / Safety Risk
DESCRIPTION
Major pollution arising from operations and/or
loss of life due to systems or equipment failure.
MITIGATION
The Group adopts best practice in the
industry with on-site, country level and
corporate level policies and procedures.
Commodity Risk
DESCRIPTION
A potential fall in commodity prices which
could lead to it becoming uneconomic
for the Group to mine its assets.
MITIGATION
The Group’s principal interest is gold and silver
and the outlook for gold remains broadly positive
as a continuing safe haven vehicle for wealth
protection. The Group will consider the use of
appropriate hedging products to mitigate this risk.
3 1
ARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022STRATEGIC REPORT 3 2
STRATEGIC REPORTARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022 Risks & Uncertainties continued
Foreign Currency Risk
DESCRIPTION
The Group’s results are sensitive to foreign currency movements and in particular
with its exposure to the Turkish Lira, arising from the Group’s mining operations
being in Türkiye.
MITIGATION
The Group finances its operations through the cash flow generated from
its share of profits from our investment in our gold mining company.
On receipt of funds by the Group in Türkiye in Lira, surpluses after local
operating costs are then generally transferred by way of dividend to
the UK as Pounds Sterling. The Group maintains the majority of its cash
in Pounds Sterling and United States Dollars and continues to monitor
relevant currency movements and considers action where appropriate.
Financing Risk
DESCRIPTION
This is the risk of running out of working and investment capital.
MITIGATION
The Group has recently completed its partial
divestment of its interest in Türkiye in exchange for
cash. Consequently there is limited finance risk.
In addition, the Group continues to receive cash flow from
its joint venture investment in an operational gold mine. The
Group may also issue new share capital, and may include bank
borrowing, where appropriate, to finance its activities.
3 3
ARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022STRATEGIC REPORT Section 172(1) Statement - Promotion of the Company
for the benefit of the members as a whole
The Directors believe they have acted in the way most likely to promote the success of the Company for the benefit
of its members as a whole, as required by s172 of the Companies Act 2006.
The requirements of s172 are for the Directors to:
• Consider the likely consequences of any decision in the long term;
• Act fairly between the members of the Company;
• Maintain a reputation for high standards of business conduct;
• Consider the interests of the Company’s employees;
• Foster the Company’s relationships with suppliers, customers and others; and
• Consider the impact of the Company’s operations on the community and the environment.
The application of the s172 requirements can be demonstrated in relation to some of the key decisions made
during 2022:
• Continuing evaluation of existing license areas and assessment of projects;
• Undertaking various technical studies as part of the operating licence process;
• Identifying and refining both new and previously defined drill targets;
• Further identification of drill targets across projects whether held within asociates, joint ventures or not;
• Completion of diamond and Reverse Circulation drill programmes at various projects;
• Commencement of resource estimation for the projects in accordance with JORC reporting standards; and
• Continued assessment of corporate overheads, expenditure levels and wider market conditions.
As a mining exploration and development group operating primarily in Europe, the Board takes seriously its ethical
responsibilities to the communities and environment in which it works. We abide by the local and relevant UK laws
on anti-corruption and bribery. Wherever possible, local communities are engaged in the geological operations and
support functions required for field operations, providing much needed employment and wider economic benefits
to the local communities. In addition, we follow international best practice on environmental aspects of our work.
Our goal is to meet or exceed standards, in order to ensure we maintain our social licence to operate from the
communities with which we interact. The interests and welfare of our employees are a primary consideration for the
Board. Personal development opportunities are supported and a health and security support network are in place to
assist with any issues that may arise on field expeditions or otherwise.
3 4
STRATEGIC REPORTARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022 3 5
ARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022STRATEGIC REPORT Corporate Governance
The Ariana Board of Directors aims to conform
to statutory responsibilities and industry good
practice in relation to corporate governance
of Ariana and its subsidiaries. The Board has
adopted the latest version of the QCA Corporate
Governance Code (2018) (“QCA Code”) and strives
to follow the 10 principles outlined within it to the
fullest extent possible taking into consideration
the stage of development of the Company.
Details of how the Company addresses the key
governance principles defined in the QCA code are
set out below, and are found in more detail on the
Company’s website in accordance with AIM Rule 26.
1. Business model and strategy
The Board has developed and implemented a strategy
and business model which it believes will achieve
long term value for shareholders. This strategy
and business model is clearly explained in the
strategic report and on the Company’s website. The
Company believes that this strategy and business
model is appropriate to protect the Company from
unnecessary risk and secure its long-term future.
2. Understanding shareholder
needs and expectations
The Board is committed to maintaining good
communications with shareholders and seeks
to understand and meet shareholder needs and
expectations by engaging with them across a
range of formal platforms. This includes regular
interaction through investor presentations, Q&A
forums, investor relations services, an investor portal
available on the website, and social media sites as
well as its Annual General Meeting. The Company
provides phone numbers on all its updates and RNS
announcements where shareholders can contact
the appropriate senior Company representatives or
advisors directly with their queries together with a
dedicated email address for shareholder feedback.
3. Considering wider stakeholder
and social responsibilities
The Board recognises that the long-term success
of the Company is reliant upon the support of
the employees of the Company and its partners,
contractors, suppliers, regulators and other
stakeholders. The Board has put in place a range
of processes and systems to ensure that there is
close oversight and contact with its key resources
and relationships. For example, all employees of
the Company participate in a structured Company-
wide annual assessment process which is designed
to ensure that there is an open and confidential
3 6
dialogue with each person in the Company to help
ensure successful two-way communication with
agreement on goals, targets and aspirations of
the employee and the Company. These feedback
processes help to ensure that the Company can
respond to new issues and opportunities that arise to
further the success of employees and the Company.
The Company’s principal areas of operation (project
locations) are in Türkiye and the surrounding regions.
The Company is committed to cultivating and
maintaining good relations with all stakeholders and its
strategy and business model are designed to minimise
any potential negative impact of its activities and of
those working on its behalf, on the communities where
it operates and on the environment. The Company
has established a positive working relationship
with governments, non-government organisations
and local communities with whom it holds regular
meetings to apprise them of the Company’s plans.
The Company firmly believes that the mining and
exploration development projects that form the
basis of its business model will substantially benefit
the countries and regions in which it operates. The
Company provides open and clear communication
channels and points of contact for all its stakeholders
and has a robust communication system in place
to ensure all concerns are quickly brought to the
Board and senior management’s attention.
4. Risk management
In addition to its other roles and responsibilities,
the Audit Committee is responsible to the Board for
ensuring that procedures are in place and are being
implemented effectively to identify, evaluate and
manage the risks faced by the Company. The Company
recognises that it is exposed to risks which may
negatively impact on its business operations. It takes all
reasonable steps to identify, assess the impact of and
mitigate these risks wherever possible. These risks are
clearly identified on page 30-33 of the Strategic Report.
The following risk assessment matrix sets out
those risks, and identifies their ownership and the
controls that are in place. This matrix is updated
as changes arise in the nature of risks or the
controls that are implemented to mitigate them.
The Audit Committee reviews the risk matrix
and the effectiveness of scenario testing on a
regular basis. The following principal risks and
controls to mitigate them, have been identified:
The Directors have established procedures, as
represented by this statement, for the purpose of
providing a system of internal control. An internal
audit function is not considered necessary or practical
GOVERNANCEARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022 Activity
Risk
Impact
Control(s)
Operation
Injury to staff
Injury to staff whilst operating heavy
machinery in remote locations
Regulatory
adherence
Breach of rules
Censure or withdrawal of authorisation
Creating a safe working
environment through strict
procedures and regular training
Strong compliance regime instilled
at all levels of the Company
Strategic
Market downturn
Change in macro-economic conditions Ongoing monitoring of economic
events and markets
Failure to deliver
commercially
Inability to operate efficiently
and economically
Active operational monitoring and
experienced management
Financial
Misappropriation
of funds
Fraudulent activity and loss of funds
IT security
Loss of critical financial data
Robust financial controls and
segregation of duties
Regular back up of data online
and locally
due to the size of the Company and the close day
to day control exercised by the Executive Director.
However, the Board will continue to monitor the
need for an internal audit function. The Board works
closely with and has regular ongoing dialogue with
the outsourced finance function and has established
appropriate reporting and control mechanisms to
ensure the effectiveness of its control systems.
5. A well-functioning Board of Directors
The Board comprises a Chairman, Michael de
Villiers, a Managing Director, Dr Kerim Sener and
two non-executive directors, William Payne and
Chris Sangster. Chris Sangster is considered
by the Board to be an independent director,
having been appointed in 2016 and since having
acted in a primarily technical capacity.
In accordance with the Articles of Association of
the Company, one third of the Board is required to
retire each year at the Company’s AGM but directors
resigning can put their name forward for re-election.
The executive director dedicates 100% of his
contractually required time to the Group. The non-
executive directors dedicate as much time as is
required for them to fully carry out their duties for the
Group, including overseeing corporate governance
arrangements and serving on board committees
with the ultimate responsibility for the quality of,
and approach to, corporate governance lying with
the Chairman. Michael de Villiers also serves as
the Company Secretary and William Payne acts as
the Chief Financial Officer. It is recognised that an
3 7
additional independent non-executive director will
benefit the Company and it will appoint such an
independent director at the appropriate time so as
to comply with the Code. It is also recognised that
whilst the finance function is currently carried out by
a Non-Executive Director and his supporting team in
the UK, given not only William Payne’s accountancy
experience but also that of Michael de Villiers, it
is effective and well suited to the Company.
The Board is responsible for formulating, reviewing and
approving the Group’s strategy, budgets, major items of
capital expenditure and acquisitions. An agenda and all
supporting documentation is circulated to the directors
before each Board meeting. Open and timely access
to all information is provided to directors to enable
them to bring independent judgement on issues
affecting the Group and facilitate them in discharging
their duties. The Board met regularly during the last
financial year to 31 December 2022. Generally, no
individual director is absent for more than one board
meeting during any given year. The Board has three
sub-committees: the Audit Committee, Remuneration
Committee and Sustainability Committee. Governance
and Nominations are dealt with by the entire Board.
The Company shall report annually on the number of
Board and committee meetings held during the year
and the attendance record of individual Directors.
In order to be efficient, the Directors meet formally
and informally both in person and by telephone.
ARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022GOVERNANCE Corporate Governance continued
5. A well-functioning Board
of Directors continued
Details of the Directors’ attendance at formal
quarterly board meetings are set out below:
Meetings
Attended
Meetings eligible
to attend
Kerim Sener
Michael de Villiers
William Payne
Chris Sangster
4
4
4
4
4
4
4
4
The Board is accountable to the shareholders for
delivery of sustained value growth. In order to
support its duties and responsibilities the Board
implements control procedures that assess and
manage risk and ensure robust financial and
operational management within the Group.
The Board sets the Group’s strategy and monitors
its implementation through operational and financial
performance reviews. It also works to ensure that
adequate resources are available to implement strategy
and exploit opportunities in an appropriate manner.
6. Appropriate skills and
experience of the Directors
The Board members have a diverse range of skills
and experience spanning technical, financial and
operational areas relevant to the development and
management of the Company. Summary biographies
of each Board member are shown on pages 24-25.
Directors keep their skill sets up to date by attendance
at, and participation in, various events organised by
their respective industry sectors and by participation
in continuing professional development courses. As
the Company evolves, the Board will be reviewed
and expanded if necessary to ensure appropriate
expertise is always in place to support its business
activities. The Board recognises that it currently has
limited diversity and this will form a part of any future
recruitment consideration if the Board concludes that
replacement or additional directors are required.
Where necessary the Board has engaged external
professional consultants on an ongoing basis to
ensure the Company is meeting its strategies. The
key advisers to the Company are set out on page 1.
The Board engages external geologists, environmental
specialists and a number of other specialised
3 8
consultants to produce the required surveys and
reports for the Environmental Impact Assessment,
Social Impact Assessment and Pre-Feasibility Study.
The Board have ensured that all external advisers are
knowledgeable and provide the required skillset.
7. Evaluation of board performance
The performance of the executive management of
the Company is evaluated on an on-going basis by
the Remuneration Committee (“Remcom”) which is
composed of William Payne and Chris Sangster. The
results of these evaluations are reflected in changes
in the executive remuneration levels recommended
by the Remcom from time to time and in awards
under the Company’s Share Option and Management
Incentive Schemes where it considers such awards
are warranted. As the Company grows, the Board will
develop more comprehensive human resource policies
to provide both internal and external performance
evaluations of its Board, senior management and staff
including the provision for upskilling where necessary
and to provide for Board member succession
planning. The Board considers that the corporate
governance policies it has currently in place for Board
performance reviews is commensurate with the size
and development stage of the Company and well
within the norms of the peer group and industry.
8. Corporate culture
The Company operates across several countries
including the UK, Türkiye, Holland, Kosovo, Cyprus
and Australia.
In line with its international reach, the Company
recognises and embraces the cultural diversity
both internally and among its business partners,
service providers and other stakeholders. The Board
recognises that its decisions regarding strategy and
risk will impact the corporate culture of the Company
as a whole and that this will impact the performance
of the Company and the Group. The Board is very
aware that the tone and culture set by the Board
will impact all aspects of the Group as a whole and
provide an example to employees, and therefore
influence the way that employees behave. The
corporate governance arrangements that the Board
has adopted are designed to ensure that the Company
delivers long-term value to its shareholders and that
shareholders have the opportunity to express their
views and expectations for the Company in a manner
that encourages open dialogue with the Board. A large
part of the Company’s activities is centred upon what
needs to be an open and respectful dialogue with
employees, partners and other stakeholders. Therefore,
the importance of sound ethical values and behaviours
is crucial to the ability of the Company to achieve
GOVERNANCEARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022 its corporate objectives successfully. The Board
places great importance on this aspect of corporate
life and seeks to ensure that this flows through all
that the Company does. The directors consider
that at present the Company has an open culture
facilitating comprehensive dialogue and feedback
and enabling positive and constructive challenge.
The Company has adopted, with effect from the
date on which its shares were admitted to AIM,
a code for directors’ and employees’ dealings in
securities which is appropriate for a company
whose securities are traded on AIM and is in
accordance with the requirements of the Market
Abuse Regulation which came into effect in 2016.
9. Maintenance of governance
structures and processes
Ultimate authority for all aspects of the Company’s
activities rests with the Board, the respective
responsibilities of the Chairman and Managing
Director arising as a consequence of delegation
by the Board. The Board has adopted appropriate
delegations of authority which set out matters
which are reserved to the Board. The Chairman
is responsible for the effectiveness of the Board,
while management of the Company’s business
and primary contact with shareholders has been
delegated by the Board to the Managing Director.
Audit Committee
Michael de Villiers and William Payne
This committee has primary responsibility for
monitoring the quality of internal controls and ensuring
that the financial performance of the Company is
properly measured and reported. It receives reports
from the executive management and auditors
relating to the interim and annual accounts and
the accounting and internal control systems in use
throughout the Company. The Audit Committee shall
meet not less than twice in each financial year and it
has unrestricted access to the Company’s auditors.
Remuneration Committee
William Payne and Chris Sangster
The Remuneration Committee reviews the performance
of the executive directors and employees and makes
recommendations to the Board on matters relating
to their remuneration and terms of employment.
The Remuneration Committee also considers and
approves the granting of share options pursuant to
the share option plan and the award of shares in lieu
of bonuses pursuant to the Company’s Remuneration
Policy. The Remuneration Committee reviews
overall remuneration against industry peer group
companies on a regular basis and takes professional
advice as and when it is deemed necessary.
3 9
Sustainability Committee
Chris Sangster and Michael de Villiers
The Sustainability Committee is formed of the two
directors who have prior operational and industry
experience and may include other management who
are responsible for developing and implementing policy
and procedures.
The Company is committed to providing all employees
a safe place to work in accordance with our HSE goals.
This will be accomplished by providing safe equipment
to operate, proper training and safe methods and
procedures. The Company will at a minimum, comply
with all applicable industry norms for rules and
regulations. The Company takes the approach that
no job is so important that it cannot be accomplished
without injury. The Sustainability Committee also deals
with the CSR policy outlined below.
Nominations Committee
The Board has agreed that appointments to the
Board will be made by the Board as a whole and
so has not created a Nominations Committee.
Directors Fiduciary Duties
In accordance with the Companies Act 2006, the Board
complies with: a duty to act within their powers;
• a duty to promote the success of the Company;
• a duty to exercise independent judgement; a duty to
exercise reasonable care, skill and diligence;
• a duty to avoid conflicts of interest;
• a duty not to accept benefits from third-parties and a
duty to declare any interest in a proposed transaction
or arrangement.
10. Shareholder communications
The Board is committed to good and regular
communications with the market and constructive
dialogue with shareholders. For regulatory purposes,
this is strictly managed by our public relations advisors.
Similarly, institutional shareholders and analysts have
the opportunity to discuss issues and provide feedback
to the Company. All shareholders are encouraged
to attend the Company’s Annual General Meeting.
Investors have access to current information on the
Company though our website, www.arianaresources.
com, and via other designated investor platforms.
Management is available to answer investor enquiries
through formal Q&A sessions arranged periodically
through the year. The Company proposed in 2018
to make greater use of on-line meetings.
ARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022GOVERNANCE Corporate Responsibility
Ariana has always been committed to socially
responsible and environmentally conscious exploration
and mining. Since the commencement of work at
our primary operational sites, Ariana has worked
to build strong links with local communities and to
establish relationships of trust with all stakeholders.
Whilst work on establishing vital stakeholder links
often occurs in the background, its importance
cannot be under-estimated. Without these concerted
efforts and commitment to integrity, we could
not have achieved the sound relationships with
government organisations, local communities and
JV partners, which have underpinned Ariana’s
success. In addition, the Company has in place
an Anti-Corruption and Anti-Bribery Policy.
Shareholders
The Board of Directors encourages communications
with shareholders via formal Q&A sessions
and seeks to protect shareholders’ interests
at all times. More information can be found
in the Corporate Governance section.
people and its understanding of local social and
business cultures enables the Group to develop strong
connections with local businesses and communities
encouraging collaborative working and aiming to
ensure Ariana’s values are reflected in its joint ventures
and other partnerships.
Ariana has run many training programmes for the
Group’s employees focusing on the mechanical,
physical, technical and safety aspects of its exploration
programmes. Working with the local community
to promote educational standards is also a priority
for Ariana and the Company actively supports
both primary, secondary and tertiary educational
programmes in the regions that we operate.
Suppliers & Contractors
The Company has a prompt payment policy and
seeks to ensure that all liabilities are settled within the
supplier’s terms. Through fair dealings the Company
aims to cultivate the goodwill of its contractors,
consultants and suppliers.
Employees
Human Rights
Ariana has always attached great importance to
employees’ professional development and the creation
of employment in the localities where we operate. The
Company provides fair remuneration, flexible working
arrangements where practical and exposure to wider
aspects of the Company’s operations. The Company
gives full and fair consideration to applications for
employment received irrespective of age, gender,
colour, ethnicity, disability, nationality, religious beliefs
or sexual orientation. More information on Ariana’s
Employee policy can be found on its corporate website.
Governmental organisations
Ariana has many years’ experience across south-
eastern Europe and has an in-depth understanding
of business within this broad region. The Company
focuses on building good relationships with
government organisations and local authorities.
The Group has developed a track record of being
diligent in following government guidelines in
all aspects of its business. Ariana works with
partners local to each project, such as Ozaltin
Holding A.S. and Proccea Construction Co. in
Türkiye and Western Tethyan Resources in Kosovo,
ensuring that financial benefits also accrue to
the countries in which the Group is active.
Local Communities
Ariana is committed to best-practice in socially and
ethically responsible exploration and mining for the
benefit of all stakeholders. The activities of the Group
are in line with applicable laws on human rights.
Health and Safety
Company activities are carried out in accordance
with its Health and Safety Policy, which adheres to all
applicable laws. Relevant to their job roles, members
of the team have received certification in occupational
health and safety, advanced off-road driving, first-aid
and survival.
Environmental
From incorporation, Ariana has been committed
to a sustainable and environmentally responsible
approach to exploration and mining. Using cutting
edge technologies and innovative working practices,
the Company aims to achieve its environmental goals
faster and more efficiently.
The Company has implemented operating guidelines
to ensure that specific environmental standards are
met by the Group’s exploration and mining teams. The
Group’s operations comply with local environmental
standards and it operates under the relevant
certification from government departments.
Ariana has a strong track record of commitment to
working with local suppliers and employing local
The Company has adopted agile new technologies
and working practices to help us reduce its carbon
4 0
GOVERNANCEARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022 footprint, for example the early adoption of portable
XRF technology greatly reducing its carbon footprint,
as samples can be analysed locally, avoiding excessive
transportation . In addition the deployment of Geotek
BoxScan technology for drill cores also ensures the
Group can analyse cores locally. For many years, the
Group has used remote working team technologies and
video-conferencing to minimise air and road travel.
Measuring our environmental impact is an essential
component of Ariana’s approach. Ariana’s carbon
emissions are estimated to be 0.32 tonnes CO2 per
ounce of gold. The global average for the industry is 0.80
tonnes CO2 per ounce of gold. The Company is proud
that its carbon footprint is being offset by a reforestation
programme of some 8,000 trees and 17,500 other plants
around the Kiziltepe mine site. Rehabilitation work has
begun on parts of the waste rock dump, covering it
with topsoil and planting sainfoin, a drought resistant
plant, highly beneficial to bees and other pollinators. The
topsoil storage area has also been covered in sainfoin to
preserve soil quality, as it is a nitrogen fixing plant.
The Group also keep bees at the Kiziltepe mine site,
as they are a bellwether for the health of ecosystems.
Honey from the hives is distributed free to local
villages. Chickens and doves are also bred on the site.
The local university prepares a flora and fauna report
which Ariana uses to ensure mining activity is not
adversely impacting the local ecosystem.
The joint venture also sponsors firefighting equipment.
Firefighting is a very important local issue, as much of
the upland area in the vicinity of the mine is covered in
protected pine forests, and therefore a fire risk.
4 1
Some environmental activities carried out within the
scope of the Kiziltepe Project since April 2022 are
listed below.
• As part of ongoing EIA Commitments,
measurement and analysis of water, air, and soil
quality as well as noise-vibration were within
legislative limits.
• As part of the rehabilitation of the waste storage
area 23,350 saplings were planted in an area of
approximately 14 hectares under the control of the
Regional Directorate of Forestry.
• Beekeeping activities continued and 5,000
lavender plantings were made at the mine site.
• A total of 1,375 saplings of various types were
planted in various locations of our mine site
(excluding the waste storage area) in accordance
with the climatic conditions of the region.
• As of April 2022, a total of 8 environmental audits
were successfully completed by the Ministry of
Environment, Urbanisation and Climate Change.
• ISO 14001-Environmental Management System
studies have been initiated in order to develop
and document the environmental management
implemented at the mine.
• Studies have been initiated for the ICMI-Cyanide
Management Code, which is valid on national and
international platforms.
• Environmental training aimed at increasing the
environmental awareness of our employees
continued through the year.
ARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022GOVERNANCE
Report of the Directors
For the year ended 31 December 2022
The Directors present their report with the audited financial statements of the Company and the Group for the year
ended 31 December 2022.
Principal activity
Ariana Resources PLC (the “Company”) is a public limited company incorporated in England and Wales and domiciled
in Great Britain. The address of its registered office and principal place of business is disclosed at the end of this
report. The Company’s shares are quoted on the AIM market of the London Stock Exchange plc. The principal
activities of the Company and its subsidiaries (the “Group”) are related to the exploration for and development of gold
and other mineral resources, with a focus on south-eastern Europe.
Directors
The Directors during the year under review were:
M J de Villiers
A K Sener
W J B Payne
C J S Sangster
The beneficial interests of the Directors holding office either directly or indirectly (including interests held by spouses,
children or associated parties) on 31 December 2022 in the ordinary issued share capital and options of the Company
were as follows:
M J de Villiers
A K Sener
W J B Payne
C J S Sangster
Total
2022
Ordinary Shares
2022
Share Options
2021
Ordinary Shares
2021
Share Options
64,750,000
21,523,526
11,359,314
7,927,287
105,560,127
Nil
Nil
Nil
Nil
Nil
63,000,000
3,000,000
21,113,526
11,359,314
5,927,287
101,400,127
Nil
2,000,000
2,000,000
7,000,000
Further details on share options can be found in note 19 to the financial statements.
4 2
GOVERNANCEARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022 Strategic Report
The Company has chosen, in accordance with Section
414C of the Act, to set out the following information
in the Strategic Report which would otherwise be
required to be contained in the Directors’ Report:
• Financial risk management objectives;
• Indication of exposure to principal risks;
• Corporate Governance including committee
objectives and memberships;
• Future developments of the business.
Dividends
Following the Company’s special dividend
announcement of 20 July 2021, the Company has
declared and paid dividends of 0.35 pence per ordinary
share on 24 September 2021, 0.175 pence per ordinary
share on 25 March 2022, and a final special dividend of
0.175 pence per share on 3 October 2022.
Group’s policy on payment of creditors
It is the Group’s normal practice to settle the terms
of payment when agreeing a transaction, to ensure
suppliers are aware of those terms and to abide by
them. Trade creditor days based on creditors at 31
December 2022 were 30 days (2021: 30 days).
Political and charitable contributions
During the year, the Group made a charitable donation
of £3,000 to the University of Exeter towards the
Richard Osman Memorial Fund.
No contributions were made for political purposes.
Going concern
The Directors confirm that they are satisfied the Group
has adequate resources to continue in business for the
foreseeable future, having regard to the factors set out
in more detail in Note 1 to the financial statements.
Post year end events
Further details on post balance sheet events can be
found in note 24 to the financial statements.
Share capital
Section 561 of the Companies Act 2006 (the “Act”)
provides that subject to limited exceptions any shares
being issued must be offered to all existing shareholders
pro-rata to their holding. However, where Directors have
a general authority to allot shares they may be given the
power by the Articles or by a special resolution to allot
shares pursuant to the authority as if the statutory pre-
emption rights did not exist.
An ordinary resolution will be proposed at the
forthcoming Annual General Meeting for the renewal of
the Directors’ general authority, pursuant to section 551
of the Act, to issue equity securities up to an aggregate
nominal amount of £500,000.
A special resolution will also be proposed at the
forthcoming Annual General Meeting for the
renewal of the Directors’ authority to allot equity
securities for cash without first offering them to the
shareholders pro-rata to their holdings, pursuant to
section 570 of the Act up to an aggregate nominal
amount of £250,000.
The authorities mentioned above will, if passed, expire
at the conclusion of the Annual General Meeting or the
date being 15 months from the passing of the resolutions,
whichever is the earlier.
Substantial share interests
The Company had been notified of the following interests
in the Company’s shares held on 17 May 2023.
Shareholder
Hargreaves Lansdown
Nominees Limited
Interactive Investor
Services Nominees Limited
Barclays Direct Investing
Nominees Limited
Ordinary
Shares
% of Issued
Share
Capital
227,746,322
20.14%
155,923,093
13.62%
143,813,790
12.51%
Directors and Related Parties
111,906,735
Mr Stephen Bingham
57,143,000
Newmont Mining Corporation
46,185,387
Vidacos Nominees Limited
38,346,014
Transact Nominees Limited
37,575,234
Lawshare Nominees Limited
37,217,602
9.76%
4.98%
4.03%
3.35%
3.28%
3.25%
4 3
ARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022GOVERNANCE Report of the Directors
For the year ended 31 December 2022
Statement of Directors’ responsibilities in respect
of the Annual Report and the financial statements
The Act requires the Directors to prepare group
and parent company financial statements for each
financial year. Under the Act the Company has elected
to prepare both the Group and the parent company
financial statements in accordance with UK-adopted
International Accounting Standards.
Under the Act the Directors must not approve the
financial statements unless they are satisfied that they
give a true and fair view of the state of affairs of the
Company and the Group and of their profit or loss for
that period. In preparing each of the Company and
Group financial statements, the Directors are required to:
• select suitable accounting policies and then apply
them consistently;
• make judgements and estimates that are
reasonable, relevant and reliable;
• state whether applicable UK-adopted International
Accounting Standards have been followed, subject
to any material departures disclosed and explained
in the financial statements;
• assess the Company and Group’s ability to continue
as a going concern, disclosing, as applicable,
matters related to going concern; and
• use the going concern basis of accounting unless
they either intend to liquidate the Company or
Group or to cease operations or have no realistic
alternative but to do so.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and
explain the Company’s and the Group’s transactions
and disclose with reasonable accuracy at any time the
financial position of the Company and the Group and
enable them to ensure that its financial statements
comply with the the Act. They are responsible for such
internal control as they determine is necessary to
enable the preparation of financial statements that are
free from material misstatement, whether due to fraud
or error, and have general responsibility for taking such
steps as are reasonably open to them to safeguard the
assets of the Group and to prevent and detect fraud
and other irregularities.
4 4
The Company is compliant with AIM Rule 26 regarding
the Company’s website.
Under applicable law and regulations, the Directors
are responsible for preparing a Strategic Report and
a Directors’ Report that complies with the law and
those regulations.
The Directors are responsible for the maintenance
and integrity of the corporate and financial information
included on the Company’s website. Legislation in the
UK governing the preparation and dissemination of
financial statements may differ from legislation in
other jurisdictions.
Disclosure of information to auditor
The Directors who held office at the date of approval
of this Directors’ Report confirm that, so far as they
are each aware, there is no relevant audit information
of which the Company’s auditor is unaware; and each
Director has taken all the steps that he ought to have
taken as a Director to make himself aware of any
relevant audit information and to establish that the
Company’s auditors are aware of that information.
Corporate governance
The Board of Directors
The Directors are responsible for the Group’s system
of internal control and for reviewing its effectiveness.
The risk management process and systems of internal
control are designed to manage rather than eliminate
the risk of failure to achieve the Group’s objectives.
Any such system of internal control can only provide
reasonable but not absolute assurance against
material misstatement or loss.
Full meetings are held quarterly to review Group
strategy, direction and financial performance. The
Directors meet regularly to review operational reports
from all of the Group’s areas of operations. The process
is used to identify major business risks, evaluate their
financial implications, and ensure an appropriate
control environment.
GOVERNANCEARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022 Remuneration of the Executive Director and other
senior executives comprises basic salary, discretionary
bonuses, participation in the Company’s share
option scheme and other benefits. The Company’s
remuneration policy with regard to options is to
maintain an amount of not more than 10% of the issued
share capital in options for the Company’s management
and employees, from time to time.
Total Directors’ emoluments are disclosed in note 3 to
the financial statements and the Directors’ options are
disclosed above.
Auditor
In accordance with Section 489 of the Act, a resolution
for the re-appointment PKF Littlejohn LLP as auditor
of the Company is to be proposed at the forthcoming
Annual General Meeting as an ordinary resolution at
Resolution 5. PKF Littlejohn LLP have expressed their
willingness to continue in office as auditor.
By order of the Board.
Michael de Villiers
Company Secretary
5 June 2023
Certain control over expenditure is delegated to on site
project managers subject to Board control by means of
monthly budgetary reports.
Internal financial control procedures include:
• preparation and regular review of operating
budgets and forecasts;
• prior approval of all capital expenditure;
• review and debate of treasury policy; and
• unrestricted access of Non-Executive Directors
to all members of senior management.
Audit Committee
The Audit Committee comprises Michael de Villiers and
William Payne. The Audit Committee may examine any
matters relating to the financial affairs of the Group and
the Group’s audits.
This includes reviews of the annual financial statements
and announcements, internal control procedures,
accounting procedures, accounting policies, the
appointment, independence, objectivity, terms of
reference and fees of external auditors and such other
related functions as the Board may require.
Remuneration Committee
The Remuneration Committee comprises William
Payne and Chris Sangster. It determines the terms and
conditions of the employment and annual remuneration
of the Executive Director and other senior executives.
It consults with the Executive Director, takes into
consideration external data and comparative third-party
remuneration and has access to professional advice
outside the Company.
The key policy objectives of the Remuneration
Committee in respect of the Company’s Executive
Director and other senior executives are:
• to ensure that individuals are fairly rewarded for
their personal contribution to the Company’s overall
performance; and
• to act as the independent committee ensuring that
due regard is given to the interest of the Company’s
shareholders and to the financial and commercial
health of the Company.
4 5
ARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022GOVERNANCE
Independent Auditor’s Report
To the members of Ariana Resources PLC
Opinion
We have audited the financial statements of
Ariana Resources Plc (the ‘parent company’) and
its subsidiaries (the ‘group’) for the year ended 31
December 2022 which comprise the Consolidated
Statement of Comprehensive Income, the Consolidated
and Parent Company Statements of Financial Position,
the Consolidated and Parent Company Statements
of Changes in Equity, the Consolidated and Parent
Company Statements of Cash Flows and notes to the
financial statements, including significant accounting
policies. The financial reporting framework that has
been applied in their preparation is applicable law and
UK-adopted international accounting standards and
as regards the parent company financial statements,
as applied in accordance with the provisions of the
Companies Act 2006.
In our opinion:
• the financial statements give a true and fair view
of the state of the group’s and of the parent
company’s affairs as at 31 December 2022 and of
the group’s profit for the year then ended;
• the group financial statements have been
properly prepared in accordance with UK-adopted
international accounting standards;
• the parent company financial statements have been
properly prepared in accordance with UK-adopted
international accounting standards and as applied
in accordance with the provisions of the Companies
Act 2006; and
• the financial statements have been prepared
in accordance with the requirements of the
Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with
International Standards on Auditing (UK) (ISAs (UK))
and applicable law. Our responsibilities under those
standards are further described in the Auditor’s
responsibilities for the audit of the financial statements
section of our report. We are independent of the group
and parent company in accordance with the ethical
requirements that are relevant to our audit of the
financial statements in the UK, including the FRC’s
Ethical Standard as applied to listed entities, and
we have fulfilled our other ethical responsibilities in
accordance with these requirements. We believe that
the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
4 6
Conclusions relating to going concern
In auditing the financial statements, we have
concluded that the director’s use of the going
concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation
of the directors’ assessment of the group’s and
parent company’s ability to continue to adopt the
going concern basis of accounting included a review
of the forecast financial information prepared by
management, a review of management’s assessment
of going concern, and identification of post year end
information impacting going concern.
Based on the work we have performed, we have not
identified any material uncertainties relating to events
or conditions that, individually or collectively, may cast
significant doubt on the group’s or parent company’s
ability to continue as a going concern for a period
of at least twelve months from when the financial
statements are authorised for issue.
Our responsibilities and the responsibilities of the
directors with respect to going concern are described
in the relevant sections of this report.
Our application of materiality
We apply the concept of materiality both in planning
and performing our audit, and in evaluating the
effect of misstatements. The scope of our audit
was influenced by our application of materiality. The
quantitative and qualitative threshold for materiality
determine the scope of our audit and the nature,
timing and extent of our audit procedures. In order
to reduce to an appropriately low level the probability
that any misstatements exceed materiality, we use
a lower materiality level, performance materiality, to
determine the extent of testing needed. Misstatements
below these levels will not necessarily be evaluated
as immaterial as we also take account of the nature
of identified misstatements, and the particular
circumstances of their occurrence, when evaluating
their effect on the financial statements as a whole.
Materiality
Basis for materiality
Group £541,000
(2021: £577,000)
Company £73,000
(2021: £90,000)
2% of net assets
1% of gross assets
GOVERNANCEARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022 An audit was performed on the financial information of
the group’s significant operating components which,
for the year ended 31 December 2022, were located
in Turkey and the United Kingdom. The accounting
records of the parent company and all subsidiary
undertakings are centrally located and audited by us
based upon materiality or risk. The key audit matters
and how these were addressed are outlined below.
The Turkish registered equity accounted associate
company was audited by a component auditor under
our instruction. The group audit team instructed the
component auditor on the significant risk areas to be
covered and determined component materiality. There
was regular interaction with the component auditor
during all stages of the audit.
Key audit matters
Key audit matters are those matters that, in our
professional judgment, were of most significance in
our audit of the financial statements of the current
period and include the most significant assessed risks
of material misstatement (whether or not due to fraud)
we identified, including those which had the greatest
effect on: the overall audit strategy, the allocation of
resources in the audit; and directing the efforts of the
engagement team. These matters were addressed in
the context of our audit of the financial statements as
a whole, and in forming our opinion thereon, and we do
not provide a separate opinion on these matters.
We consider net assets to be the most significant
determinant of the group’s financial position and
performance used by shareholders, with the key
financial statement balances being the equity
accounted associates. The basis for calculating
materiality was unchanged from the prior year. The
performance materiality for the group was £351,650
(2021: £375,050).
The materiality applied to the parent company financial
statements was based on a threshold of 1% of gross
assets. The performance materiality for the parent
company was £47,450 (2021: £58,500).
Performance materiality was set at 65%, based on
our assessment of the relevant risk factors, the level
of estimation inherent within the entities and our
substantive testing approach. Component materiality
for the subsidiary undertakings ranged between
£11,000 and £351,650 (2021: £152,000 and £375,050).
We applied the concept of materiality both in planning
and performing our audit, and in evaluating the effect
of misstatements.
We agreed with the audit committee that we would
report all corrected and uncorrected misstatements
identified during the course of our audit in excess of
£27,050 (2021: £28,850) for the group and £3,650
(2021: £4,500) for the parent company, in addition
to other identified misstatements that warranted
reporting on qualitative grounds.
Our approach to the audit
In designing our audit, we determined materiality
and assessed the risk of material misstatement in
the financial statements. In particular, we looked
at areas requiring the directors to make subjective
judgements, for example in respect of assessing
the recoverability of exploration, evaluation and
development expenditure and the carrying value and
recoverability of investments in subsidiaries at parent
company level, and the consideration of future events
that are inherently uncertain. We also addressed the
risk of management override of internal controls,
including evaluating whether there was evidence of
bias by the directors that represented a risk of material
misstatement due to fraud.
4 7
ARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022GOVERNANCE
Independent Auditor’s Report
To the members of Ariana Resources PLC
Key Audit Matter
How the scope of our audit addressed
the key audit matter
Equity accounted associate entity Zenit Madencilik
San ve Tic Ltd (“Zenit”) (refer note 6)
Our work in this area included but
was not restricted to:
The investment in joint venture has a carrying
value at 31 December 2022 of £9,330,000
(2021: £4,864,000). The group’s share of profit
during the year ended 31 December 2022
amounted to £6,010,000 (2021: £4,260,000).
The accuracy of equity accounting for the
joint venture is directly reliant on the accuracy
of the financial statements of Zenit which
contain a number of key risk areas.
• We instructed and monitored the component
auditor and reviewed the component auditor
working papers. Revenue recognition,
recoverability of mining assets, inventory valuation
and compliance with laws and regulations were
among the areas designated as either significant
or identified risks;
• We checked and agreed the GAAP transition
adjustments between the local jurisdiction financial
statements and the group accounting framework;
• We reviewed the restructuring agreements
and ensured the accounting treatment was in
accordance with the key terms within those
agreements; and
• We checked the associate had been correctly
equity accounted for, including the adequacy of
disclosures, in the financial statements.
4 8
GOVERNANCEARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022 Other information
The other information comprises the information
included in the annual report, other than the financial
statements and our auditor’s report thereon. The
directors are responsible for the other information
contained within the annual report. Our opinion on the
group and parent company financial statements does
not cover the other information and, except to the
extent otherwise explicitly stated in our report, we do
not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and,
in doing so, consider whether the other information is
materially inconsistent with the financial statements
or our knowledge obtained in the course of the audit,
or otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent
material misstatements, we are required to determine
whether this gives rise to a material misstatement in
the financial statements themselves. If, based on the
work we have performed, we conclude that there is a
material misstatement of this other information, we are
required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the
Companies Act 2006
In our opinion, based on the work undertaken in the
course of the audit:
• the information given in the strategic report and the
directors’ report for the financial year for which the
financial statements are prepared is consistent with
the financial statements; and
• the strategic report and the directors’ report have
been prepared in accordance with applicable
legal requirements.
Matters on which we are required to report
by exception
In the light of the knowledge and understanding of the
group and the parent company and their environment
obtained in the course of the audit, we have not
identified material misstatements in the strategic
report or the directors’ report.
We have nothing to report in respect of the following
matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
• adequate accounting records have not been kept
by the parent company, or returns adequate for our
audit have not been received from branches not
visited by us; or
• the parent company financial statements are not
in agreement with the accounting records and
returns; or
• certain disclosures of directors’ remuneration
specified by law are not made; or
• we have not received all the information and
explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors’ responsibilities
statement, the directors are responsible for the
preparation of the group and parent company financial
statements and for being satisfied that they give a
true and fair view, and for such internal control as
the directors determine is necessary to enable the
preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the group and parent company financial
statements, the directors are responsible for assessing
the group’s and the parent company’s ability to
continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going
concern basis of accounting unless the directors either
intend to liquidate the group or the parent company or
to cease operations, or have no realistic alternative but
to do so.
4 9
ARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022GOVERNANCE Independent Auditor’s Report
To the members of Ariana Resources PLC
Auditor’s responsibilities for the audit
of the financial statements
Our objectives are to obtain reasonable assurance
about whether the financial statements as a whole
are free from material misstatement, whether due
to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high
level of assurance but is not a guarantee that an
audit conducted in accordance with ISAs (UK) will
always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate,
they could reasonably be expected to influence the
economic decisions of users taken on the basis of
these financial statements.
Irregularities, including fraud, are instances of non-
compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect
of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities,
including fraud is detailed below:
• We obtained an understanding of the group and
parent company and the sector in which they
operate to identify laws and regulations that could
reasonably be expected to have a direct effect on the
financial statements, including the equity accounted
joint venture. We obtained our understanding in this
regard through discussions with management and
application of our cumulative audit knowledge and
experience of the industry. We ensured that the audit
team collectively had the appropriate experience
with auditing entities within this industry, facing
similar audit and business risks, and of a similar size.
• We determined the principal laws and regulations
relevant to the group and parent company in this
regard to be those arising from:
• AIM Rules;
• IFRSs; and
• Local tax laws and regulations.
• We designed our audit procedures to ensure the
audit team considered whether there were any
indications of non-compliance by the group and
parent company with those laws and regulations.
These procedures included, but were not limited to:
• Making enquiries of management;
• A review of Board minutes;
• A review of legal ledger accounts; and
• A review of regulated news
service announcements.
5 0
• We addressed the risk of fraud arising from
management override of controls by performing
audit procedures which included, but were not
limited to: the testing of journals, reviewing
accounting estimates for evidence of bias; and
evaluating the business rationale of any significant
transactions that are unusual or outside the normal
course of business.
Because of the inherent limitations of an audit,
there is a risk that we will not detect all irregularities,
including those leading to a material misstatement
in the financial statements or non-compliance
with regulation. This risk increases the more that
compliance with a law or regulation is removed from
the events and transactions reflected in the financial
statements, as we will be less likely to become aware
of instances of non-compliance. The risk is also greater
regarding irregularities occurring due to fraud rather
than error, as fraud involves intentional concealment,
forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit
of the financial statements is located on the Financial
Reporting Council’s website at: www.frc.org.uk/
auditorsresponsibilities. This description forms part of
our auditor’s report.
Use of our report
This report is made solely to the company’s members,
as a body, in accordance with Chapter 3 of Part 16 of
the Companies Act 2006. Our audit work has been
undertaken so that we might state to the company’s
members those matters we are required to state to
them in an auditor’s report and for no other purpose.
To the fullest extent permitted by law, we do not
accept or assume responsibility to anyone, other than
the company and the company’s members as a body,
for our audit work, for this report, or for the opinions we
have formed.
David Thompson (Senior Statutory Auditor)
for and on behalf of PKF Littlejohn LLP
Statutory Auditor
15 Westferry Circus
Canary Wharf
London
E14 4HD
5 June 2023
GOVERNANCEARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022
5 1
ARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022GOVERNANCE Consolidated Statement of Comprehensive Income
For the year ended 31 December 2022
Continuing operations
Administrative costs
General exploration expenditure
Operating loss
Profit on restructuring of group activities
Share of profit of associate accounted for using the equity method
Share of loss of associate accounted for using the equity method
Other income
Investment income
Profit before tax
Taxation
Profit for the year from continuing operations
Earnings per share (pence) attributable to equity holders of the company
Basic and diluted
Other comprehensive income
Items that are or may be reclassified subsequently to profit or loss:
Exchange differences on translating foreign operations
Other comprehensive loss for the year net of income tax
Total comprehensive profit for the year
The accompanying notes form part of these financial statements.
Note
4a
4b
5
6c
6b
8
10
2022
£’000
(555)
(181)
(736)
-
6,010
(551)
159
135
5,017
(987)
4,030
2021
£’000
(2,917)
(67)
(2,984)
6,423
4,260
(213)
-
202
7,688
(3,832)
3,856
0.36
0.36
(3,504)
(3,504)
526
(2,948)
(2,948)
908
5 2
FINANCIAL REPORTARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022 Consolidated Statement of Financial Position
For the year ended 31 December 2022
Assets
Non-current assets
Trade and other receivables
Financial assets at fair value through profit or loss
Intangible assets
Land, property, plant and equipment
Investment in associates accounted for using the equity method
Exploration expenditure
Earn-In advances
Total non-current assets
Current assets
Trade and other receivables
Cash and cash equivalents
Total current assets
Total assets
Equity
Called up share capital
Share premium
Capital reduction reserve
Other reserves
Share based payments
Translation reserve
Retained earnings
Total equity attributable to equity holders of the parent
Non-controlling interest
Total equity
Liabilities
Current liabilities
Trade and other payables
Total current liabilities
Total equity and liabilities
Note
2022
£’000
2021
£’000
16
13
11
12
6
14a
14b
17
19
19
19
19
18
414
639
130
461
815
461
149
238
15,317
11,402
199
87
-
-
17,247
13,065
1,280
9,375
10,655
27,902
1,147
2,207
-
720
-
(11,682)
34,666
27,058
30
1,136
16,389
17,525
30,590
1,097
305
7,222
720
173
(8,178)
27,160
28,499
30
27,088
28,529
814
814
2,061
2,061
27,902
30,590
The financial statements were approved by the Board of Directors and authorised for issue on 5 June 2023.
They were signed on its behalf by:
M J de Villiers
Chairman
A.K.Sener
Managing Director
Registered number: 05403426
The accompanying notes form part of these financial statements.
5 3
ARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022FINANCIAL REPORT
Company Statement of Financial Position
For the year ended 31 December 2022
Assets
Non-current assets
Trade and other receivables
Investments in group undertakings
Investment in associate accounted for using the equity method
Total non-current assets
Current assets
Trade and other receivables
Cash and cash equivalents
Total current assets
Total assets
Equity
Called up share capital
Share premium
Capital reduction reserve
Share based payments reserve
Retained earnings
Total equity
Liabilities
Current liabilities
Trade and other payables
Total current liabilities
Total equity and liabilities
Note
2022
£’000
2021
£’000
16
15
6
17
19
19
19
19
18
3,850
377
2,612
6,839
540
-
540
5,942
377
2,612
8,931
132
-
132
7,379
9,063
1,147
2,207
-
-
3,886
7,240
139
139
1,097
305
7,222
173
34
8,831
232
232
7,379
9,063
The financial statements were approved by the Board of Directors and authorised for issue on 5 June 2023.
They were signed on its behalf by:
M J de Villiers
Chairman
A.K.Sener
Managing Director
Registered number: 05403426.
The accompanying notes form part of these financial statements.
5 4
FINANCIAL REPORTARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022 Consolidated Statement of Changes in Equity
For the year ended 31 December 2022
Share
capital
£’000
Share
premium
£’000
Other
reserves
£’000
Share
based
payments
reserve
£’000
Capital
reduction
reserve
£’000
Translation
reserve
£’000
Retained
earnings
£’000
Total
attributable
to equity
holders of
parent
£’000
Non-
controlling
interest
£’000
Total
£’000
Issue of ordinary shares
22
305
Changes in equity to
31 December 2021
Balance at
1 January 2021
Profit for the year
Other
comprehensive income
Total
comprehensive income
Court order –
reduction in capital
Dividend paid
to shareholders
Recycle of
translation losses
Transactions
between shareholders
Transfer between
reserves
Transactions
with owners
Balance at
31 December 2021
Changes in equity to
31 December 2022
Profit for the year
Other
comprehensive income
Total
comprehensive income
Dividend paid
to shareholders
Transfer between
reserves
Transactions
with owners
Balance at
31 December 2022
6,070
12,053
720
307
-
-
-
-
-
-
(4,995)
(12,053)
-
-
-
-
-
-
-
-
(4,973)
(11,748)
-
-
-
-
-
7,222
-
-
-
-
(9,617)
17,164
26,697
-
3,856
3,856
(2,948)
-
(2,948)
(2,948)
3,856
908
327
-
-
9,826
(3,820)
(3,820)
-
-
134
4,387
-
-
-
-
-
4,387
-
-
-
-
-
-
-
-
-
-
26,697
3,856
(2,948)
908
327
-
(3,820)
4,387
30
30
-
-
-
-
-
-
-
-
-
-
(134)
(134)
7,222
4,387
6,140
894
30
924
-
-
-
-
-
-
-
-
-
-
1,097
305
720
173
7,222
(8,178)
27,160
28,499
30 28,529
-
-
-
-
-
-
-
-
-
-
50
1,902
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(173)
(7,222)
(173)
(7,222)
-
4,030
4,030
(3,504)
-
(3,504)
(3,504)
4,030
526
-
-
-
-
-
1,952
(3,919)
(3,919)
7,395
-
3,476
(1,967)
-
-
-
-
-
-
-
4,030
(3,504)
526
1,952
(3,919)
-
(1,967)
1,147
2,207
720
-
-
(11,682)
34,666
27,058
30 27,088
Issue of ordinary shares
50
1,902
Registered number: 05403426
The accompanying notes form part of these financial statements.
5 5
ARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022FINANCIAL REPORT Company Statement of Changes in Equity
For the year ended 31 December 2022
Share
capital
£’000
Share
premium
£’000
Capital
Reduction
reserve
£’000
Share
based
payments
reserve
£’000
Retained
earnings
£’000
307
(9,826)
3,720
-
Total
£’000
8,604
3,720
-
3.720
3,720
-
9,826
327
-
(3,820)
(3,820)
134
-
6,140
(3,493)
34
8,831
376
-
376
-
(3,919)
7,395
3,476
3,886
376
-
376
1,952
(3,919)
-
(1,967)
7,240
-
-
-
-
-
-
(134)
(134)
173
-
-
-
-
-
(173)
(173)
-
Changes in equity to
31 December 2021
Balance at 1 January 2021
6,070
12,053
Profit for the year
Other comprehensive income
Total comprehensive income
Issue of ordinary shares
-
-
-
22
-
-
-
305
-
-
-
-
-
Court order – reduction in capital
(4,995)
(12,053)
7,222
Dividend paid to shareholders
Transfer between reserves
-
-
-
-
Transactions with owners
(4,973)
(11,748)
Balance at 31 December 2021
1,097
305
Changes in equity to
31 December 2022
Profit for the year
Other comprehensive income
Total comprehensive income
Issue of ordinary shares
Dividend paid to shareholders
Transfer between reserves
Transactions with owners
-
-
-
50
-
-
50
Balance at 31 December 2022
1,147
The accompanying notes form part of these financial statements.
-
-
-
1,902
-
-
1,902
2,207
-
-
7,222
7,222
-
-
-
-
-
(7,222)
(7,222)
-
Company statement of cash flows
For the year ended 31 December 2022
All bank transactions are undertaken by Ariana Exploration & Development Limited on behalf of Ariana Resources PLC and recharged accordingly.
As such the Company had no cash transactions directly, as was the case in 2021.
The accompanying notes form part of these financial statements.
5 6
FINANCIAL REPORTARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022 Consolidated Statement of Cash Flows
For the year ended 31 December 2022
Cash flows from operating activities
Profit for the year
Adjustments for:
Profit on restructuring of group activities
Depreciation of non-current assets
Share of profit in equity accounted associate
Share of loss in equity accounted associate
Investment income
Income tax expense
Movement in working capital
(Increase)/decrease in trade and other receivables
(Decrease)/increase in trade and other payables
Cash (outflow)/inflow from operating activities
Taxation paid
2022
£’000
2021
£’000
4,030
3,856
-
93
(6,010)
551
(135)
987
(484)
(361)
46
(799)
(1,882)
(6,423)
44
(4,260)
213
(202)
3,832
(2,940)
62
(271)
(3,149)
(2,923)
Net cash (used in)/generated from operating activities
(2,681)
(6,072)
Cash flows from investing activities
Earn-In Advances
Purchase of land, property, plant and equipment
Payments for intangible and exploration assets
Proceeds from restructuring of group activities
Purchase of associate investment
Purchase of financial assets at fair value through profit or loss
Loan granted to associate
Dividends from associate
Investment income
(87)
(333)
(199)
-
-
(155)
(500)
-
135
(1,406)
(241)
-
28,951
(4,139)
(461)
-
705
202
Net cash generated from/(used in) investing activities
(1,139)
23,611
Cash flows from financing activities
Issue of share capital
Proceeds from non-controlling interest
Payment of shareholder dividend (excluding uncashed)
Net cash (used in)/generated from financing activities
Net (decrease)/increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Exchange adjustment on cash and cash equivalents
Cash and cash equivalents at end of year
The accompanying notes form part of these financial statements.
5 7
1,952
-
326
30
(4,022)
(3,689)
(2,070)
(3,333)
(5,890)
16,389
(1,124)
9,375
14,206
2,978
(795)
16,389
ARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022FINANCIAL REPORT Notes to the Consolidated Financial Statements
For the year ended 31 December 2022
1. General Information
Ariana Resources PLC (the “Company”) is a public limited
company incorporated, domiciled and registered in the UK. The
registered number is 05403426 and the registered address is
2nd Floor, Regis House, 45 King William Street, London, EC4R 9AN.
The Company’s shares are listed on the Alternative Investment
Market of the London Stock Exchange. The principal activities
of the Company and its subsidiaries (together the “Group”) are
related to the exploration for and development of gold and
technology-metals, principally in south-eastern Europe.
The consolidated financial statements are presented in Pounds
Sterling (£), which is the parent company’s functional and
presentation currency, and all values are rounded to the nearest
thousand except where otherwise indicated. The financial
information has been prepared on the historical cost basis
modified to include revaluation to fair value of certain financial
instruments and the recognition of net assets acquired including
contingent liabilities assumed through business combinations at
their fair value on the acquisition date modified by the revaluation
of certain items, as stated in the accounting policies.
Basis of Preparation
The Group financial statements have been prepared and
approved by the Directors in accordance with UK-adopted
International Accounting Standards and effective for the Group’s
reporting for the year ended 31 December 2022.
The separate financial statements of the Company are presented
as required by the Companies Act 2006. As permitted by that
Act, the separate financial statements have been prepared
in accordance with UK-adopted International Accounting
Standards. These financial statements have been prepared
under the historical cost convention (except for financial assets
at FVOCI) and the accounting policies have been applied
consistently throughout the period.
Going Concern
These financial statements have been prepared on the going
concern basis.
The Directors are mindful that there is an ongoing need to
monitor overheads and costs associated with delivering on its
strategy and certain exploration programmes being undertaken
across its portfolio. The Group is not expecting to raise additional
capital at this time, but may do so to support its strategy and
specific activities on occasion. The Group has no bank facilities
and has been meeting its working capital requirements from
cash resources. At the year end the Group had cash and cash
equivalents amounting to £9.375 million (2021: £16.389 million).
The Directors have prepared cash flow forecasts for the Group for
the period to 30 September 2024 based on their assessment of
the prospects of the Group’s operations. The cash flow forecasts
include expected future cash flows from our equity accounted
associates along with the normal operating costs for the Group
over the period together with the discretionary and non-
discretionary exploration and development expenditure.
The forecasts indicate that on the basis of existing cash and
other resources, and expected future dividend payments from
Zenit, the Group will have adequate resources to meet all its
expected obligations in delivering its work programme for the
forthcoming year.
5 8
In preparing these financial statements the Directors have given
consideration to the above matters and on this basis they believe
that it remains appropriate to prepare the financial statements on
a going concern basis.
New Accounting Standards & Interpretations
New and revised IFRS Standards in issue but not yet effective
The Group has not early adopted any other amendment, standard
or interpretation that has been issued but is not yet effective.
It is expected that, where applicable, these standards and
amendments will be adopted on each respective effective date.
The following new or amended IFRS accounting standards,
amendments and interpretations not yet adopted are not
expected to have a significant impact on the Group:
Definition of Accounting Estimate – Amendments to IAS
8 In February 2021 the IASB issued amendments to IAS
8 that replace the definition of a change in accounting
estimates with a definition of accounting estimates. Under
the new definition, accounting estimates are clarified as
monetary amounts in financial statements that are subject
to measurement uncertainty. Where an entity’s accounting
policy requires an item to be measured at monetary
amounts that cannot be observed directly, it should develop
an accounting estimate to achieve this objective. The
amendments are effective for annual periods beginning on
or after 1 January 2023, and will be applied from that date.
Disclosure of Accounting Policies – Amendments to IAS 1
and IFRS Practice Statement 2 In February 2021 the IAS
issued amendments to IAS 1 that require entities to disclose
their material accounting policies rather than their significant
accounting policies. The amendments to IFRS Practice
Statement 2 provide guidance on the concept of materiality
and its application to accounting policy information. Under the
amendments, accounting policy information is material if, when
considered together with other information included in an entity’s
financial statements, it can reasonably be expected to influence
decisions that the primary users of general purpose financial
statements make on the basis of those financial statements.
The amendments are effective for annual periods beginning on
or after 1 January 2023, and will be applied from that date.
Deferred tax relates to Assets and Liabilities arising from
a Single Transaction – Amendments to IAS 12 In May 2021
the IAS issued amendments to IAS 12, ‘Income Taxes’. The
amendments require companies to recognise deferred tax
on transactions that, on initial recognition, give rise to equal
amounts of taxable and deductible temporary differences. The
amendments are effective for annual reporting periods beginning
on or after 1 January 2023 and will be applied from that date.
Lease liability in a Sale and Leaseback – Amendments to
IFRS 16. The amendment specifies requirements for seller-
lessees to measure the lease liability in a sale and leaseback
transaction. The amendment does not change the accounting
for leases unrelated to sale and leaseback transactions. The
amendments are effective for annual reporting periods beginning
on or after 1 January 2024 and will be applied from that date.
The amendment specifies requirements for seller-lessees to
measure the lease liability in a sale and leaseback transaction.
The amendment does not change the accounting for leases
unrelated to sale and leaseback transactions. The amendments
are effective for annual reporting periods beginning on or after
FINANCIAL REPORTARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022 1 January 2024 and will be applied from that date. Classification
of Liabilities as Current or Non-current – Amendments to
IAS 1 The narrow-scope amendments to IAS 1 Presentation
of Financial Statements clarify that liabilities are classified
as either current or non-current, depending on the rights
that exist at the end of the reporting period. Classification
is unaffected by the entity’s expectations or events after
the reporting date (e.g. the receipt of a waver or a breach
of covenant). The amendments also clarify what IAS 1
means when it refers to the ‘settlement’ of a liability. The
amendments are effective for annual periods beginning on
or after 1 January 2024, and will be applied from that date.
The Group is evaluating the impact of the new and amended
standards above which are not expected to have a material
impact on the Group’s results or shareholders’ funds statements.
Basis of consolidation
The consolidated financial statements comprise the financial
statements of Ariana Resources PLC and its subsidiaries for the
year ended 31 December 2022.
Subsidiaries are all entities over which the Group has power to
direct relevant activities and an exposure to variable returns.
Subsidiaries are fully consolidated from the date on which
control is transferred to the Group. They are de-consolidated
from the date that control ceases. The cost of an acquisition
is measured at fair value of the assets and equity instruments
acquired, and the liabilities incurred or assumed at the date of
exchange. The acquisition of subsidiaries is accounted for using
the purchase method. The cost of acquisition is measured at the
fair values, at the date of exchange, of the assets given, liabilities
incurred or assumed, and equity instruments issued.
The acquirer’s identifiable assets, liabilities and contingent
liabilities that meet the conditions for recognition under IFRS3
are recognised at their fair values at the acquisition date. Where
the Group acquires a subsidiary for less than the fair value of its
assets and liabilities, this results in negative goodwill or gain on
acquisition which is recognised in profit and loss.
If a business combination is achieved in stages, the acquisition
date carrying value of the Group’s previously held equity
interest in the acquiree is remeasured to fair value at the
acquisition date; any gains or losses arising from such
remeasurements are recognised in the income statement.
Where necessary, adjustments are made to the financial
statements to bring the accounting policies used into line
with those used by other members of the Group. All significant
intercompany transactions and balances between group
entities are eliminated on consolidation.
An associate is an entity over which the Group is in a position
to exercise significant influence, but not control or joint control,
through participation in the financial and operating policy
decisions of the investee. Significant influence is the power to
participate in the financial and operating policy decisions of the
investee but is not control or joint control over those policies.
The results and assets and liabilities of our investments in our
associates are incorporated in these financial statements using
the equity method of accounting except when classified as
held for sale. Investments in associates are carried in the Group
statement of financial position at cost as adjusted by post-
acquisition changes in the Group’s share of the net assets of
the associates, less any impairment in the value of individual
investments. Losses of the associates in excess of the Group’s
interest in those associates are not recognised.
5 9
In the Company accounts, investments in subsidiary undertakings
are held at cost less impairment losses.
Income and expense recognition
The Group’s other income represents consideration received on
the disposal of licences, consultancy fees and interest receivable
from bank deposits. Interest income is accrued on a time basis,
by reference to the principal outstanding and the effective rate
of interest applicable. The effective interest rate is the rate that
exactly discounts estimated future cash receipts through the
expected life of the financial asset to the net carrying amount
of the financial asset. Operating expenses are recognised in
the statement of comprehensive income upon utilisation of
the service or at the date of their origin and are reported on an
accruals basis.
Foreign currency translation
Functional and presentational currency
Items included in the financial statements are measured using
the currency of the primary economic environment in which
the entity operates (the ‘functional currency’). The consolidated
financial statements are presented in Pounds Sterling, which is
the Group’s presentation currency.
Transactions and balances
Foreign currency transactions are translated into the functional
currency using the exchange rates prevailing at the dates of the
transactions. Foreign exchange gains and losses resulting from
the settlement of such transactions and from the translation
at year end exchange rates of monetary assets and liabilities
denominated in foreign currencies are recognised in the
comprehensive income statement.
Group companies
The results and financial position of all the Group entities (none
of which has the currency of a hyperinflationary economy)
that have a functional currency different from the presentation
currency are translated into the presentation currency as follows:
• assets and liabilities for each statement of financial position
presented are translated at the closing rate at the date of that
statement of financial position;
• income and expenses for each income statement are
translated at average exchange rates (unless this average
is not a reasonable approximation of the cumulative effect
of the rates prevailing on the transaction dates, in which
case income and expenses are translated at the dates of the
transaction); and
• all resulting exchange differences are recognised as a
separate component of equity. On consolidation, exchange
differences arising from the translation of monetary items
receivable from foreign subsidiaries for which settlement is
neither planned nor likely to occur in the foreseeable future
are taken to shareholders’ equity. When a foreign operation
is sold, such exchange differences are recognised in the
statement of comprehensive income as part of the gain or
loss on sale.
ARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022FINANCIAL REPORT Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2022
1. General Information continued
Earnings per share
Basic earnings per share amounts are calculated by dividing
the profit after taxation of the Group by the weighted
average number of shares outstanding during the year.
Land, property, plant and equipment
Land, property, plant and equipment are stated at cost less
accumulated depreciation and any accumulated impairment losses.
Depreciation is charged so as to write off the cost of assets over
their estimated useful lives, using the straight-line method. The
estimated useful lives, residual values and depreciation method
are reviewed at each year end, with the effect of any changes in
estimate accounted for on a prospective basis.
Land
– not depreciated
Computer equipment – between 25% & 33%
Drilling equipment
– between 10% & 20%
Fixtures and fittings
– between 5% & 33%
Motor vehicles
– between 20% & 25%
The gain or loss arising on the disposal or retirement of an item
of property, plant and equipment is determined as the difference
between the sales proceeds and the carrying amount of the asset
and is recognised in the statement of comprehensive income.
Intangible assets
Intangible assets include expenditure on software and
databases acquired to develop the Group’s geological
expertise. Assets within this category that have a
finite useful life are amortised over 20 years.
Intangible exploration assets
Intangible assets represent exploration and evaluation assets
(IFRS 6 assets), being the cost of acquisition by the Group of
rights, licences and know-how. Such expenditure requires the
immediate write-off of exploration and development expenditure
that the Directors do not consider to be supported by the
existence of commercial reserves.
All costs associated with mineral exploration and investments,
are capitalised on a project-by-project basis, pending
determination of the feasibility of the project. Costs incurred
include appropriate technical and administrative expenses but
not general overheads and these assets are not amortised until
technical feasibility and commercial viability is established. If an
exploration project is successful, the related expenditures will be
transferred to mining assets and amortised over the estimated
life of the commercial ore reserves on a unit of production basis.
Where a licence is relinquished or a project abandoned, the
related costs are written off.
The recoverability of all exploration and development costs is
dependent upon the discovery of economically recoverable
reserves, the ability of the Group to obtain necessary financing
to complete the development of reserves and future profitable
production or proceeds from the disposition thereof.
Exploration and evaluation assets shall no longer be classified as
such when the technical feasibility and commercial viability of
extracting mineral resources are demonstrable. When relevant,
6 0
such assets shall be assessed for impairment, and any impairment
loss recognised, before reclassification to mine development.
Assets classified as held for sale
Assets are classified as held for sale if their carrying amount will be
recovered primarily through a sale transaction rather than through
continuing use and a sale is considered highly probable. They are
measured at the lower of their carrying value and fair value less
costs to sell. An impairment loss is recognised for any subsequent
write-down of the asset to fair value less costs to sell.
Impairment of tangible and intangible assets
At each balance sheet date, the Group reviews the carrying
amounts of its tangible and intangible assets (except for
intangible exploration assets) to determine whether there is
any indication that those assets have suffered an impairment
loss. If any such indication exists, the recoverable amount of
the asset is estimated in order to determine the extent of the
impairment loss (if any). Where it is not possible to estimate the
recoverable amount of an individual asset, the Group estimates
the recoverable amount of the cash-generating unit to which
the asset belongs. Where a reasonable and consistent basis of
allocation can be identified, corporate assets are also allocated to
individual cash-generating units, or otherwise they are allocated
to the smallest group of cash-generating units for which a
reasonable and consistent allocation basis can be identified.
Intangible assets with indefinite useful lives and intangible assets
not yet available for use are tested for impairment annually, and
whenever there is an indication that the asset may be impaired.
Recoverable amount is the higher of fair value less costs to sell
and value in use. In assessing value in use, the estimated future
cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the
time value of money and the risks specific to the asset for which
the estimates of future cash flows have not been adjusted.
Investment in Group undertakings
The Company’s investments in Group undertakings are carried
at historical cost less any provision for impairment. The
Company’s investments arose from either incorporation of, or
acquisition of subsidiary companies primarily based in Türkiye.
As these investments are not amortised, their carrying values
are at risk of impairment. The carrying value of investments is
compared to their recoverable amounts which are assessed with
reference to the discounted cash flow forecasts associated with
these territories.
Financial instruments
Financial assets and financial liabilities are recognised on the
Group’s Statement of Financial Position when the Group becomes
a party to the contractual provisions of the instrument. The Group
derecognises a financial asset only when the contractual rights to
cash flows from the asset expire, or it transfers the financial asset
and substantially all the risks and rewards of ownership of the
asset to another entity. If the Group neither transfers nor retains
substantially all the risks and rewards of ownership and continues
to control the transferred asset, the Group recognises its retained
interest in the asset and an associated liability for the amount it
may have to pay. If the Group retains substantially all the risks and
rewards of ownership of a transferred financial asset, the Group
continues to recognise the financial asset and also recognises a
collateralised borrowing for the proceeds received.
FINANCIAL REPORTARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022 The Group classifies the following at fair value through profit or
loss (FVPL):
• equity instruments that are held for trading;
• equity investments for which the Group has not elected to
recognise fair value gains and losses through OCI.
The Group derecognises financial liabilities when the Group’s
obligations are discharged, cancelled or expired.
Financial Assets
Trade and other receivables
Trade and other receivables are measured at initial recognition
at fair value, and are subsequently measured at amortised cost
less any provision for impairment. The Group applies the IFRS
9 simplified approach to providing for expected credit losses in
accordance with applicable guidance for non-banking entities.
Under the simplified approach the Group is required to measure
lifetime expected credit losses for all trade receivables. No credit
losses have been identified during the period.
Cash and cash equivalents
Cash and cash equivalents comprise cash in hand and on-
demand deposits and other short-term highly liquid investments
that are readily convertible to a known amount of cash with
three months or less remaining to maturity and are subject to an
insignificant risk of changes in value.
Financial liabilities and equity instruments
Financial liabilities and equity instruments are classified according
to the substance of the contractual arrangements entered into.
Equity instruments
Financial instruments issued by the Company are treated as equity
only to the extent that they meet the following two conditions:
• they include no contractual obligations upon the Company to
deliver cash or other financial assets or to exchange financial
assets or financial liabilities with another party under conditions
that are potentially unfavourable to the Company; and
• where the instrument will or may be settled in the Company’s
own equity instruments, it is either a non-derivative that
includes no obligation to deliver a variable number of the
Company’s own equity instruments or is a derivative that will
be settled by the Company exchanging a fixed amount of
cash or other financial assets for a fixed number of its own
equity instruments.
• To the extent that this definition is not met, the proceeds of
issue are classified as a financial liability. Where the instrument
so classified takes the legal form of the Company’s own
shares, the amounts presented in these financial statements
for called up share capital and share premium account
exclude amounts in relation to those shares.
Financial liabilities are classified as measured at amortised
cost or FVTPL. A financial liability is classified as at FVTPL if it is
classified as held-for-trading, it is a derivative or it is designated
as such on initial recognition. Financial liabilities at FVTPL are
measured at fair value and net gains and losses, including any
interest expense, are recognised in profit or loss. Other financial
liabilities are subsequently measured at amortised cost using
the effective interest method. Interest expense and foreign
exchange gains and losses are recognised in profit or loss. Any
gain or loss on derecognition is also recognised in profit or loss.
6 1
Share-based payments
For grants of share options, the fair value as at the date of grant
is calculated using the Black-Scholes option pricing model,
taking into account the terms and conditions upon which the
options were granted. The amount recognised as an expense
is adjusted to reflect the actual number of share options that
are likely to vest, except where forfeiture is only due to market
based conditions not achieving the threshold for vesting. Where
shares are issued in settlement of goods or services supplied,
the relevant expense is recorded in the consolidated statement
of comprehensive income, with the related share issue recorded
within share capital and share premium.
Provisions
Provisions are liabilities where the exact timing and amount of
the obligation is uncertain. Provisions are recognised when the
Group has a present obligation (legal or constructive) as a result
of past events, when an outflow of resources is probable to settle
the obligation and when an amount can be reliably estimated.
Where the time value of money is material, provisions are
discounted to current values using appropriate rates of interest.
The unwinding of any discount is recorded in net finance income
or expense.
Taxation
Current income tax assets and liabilities comprise those
obligations to, or claims from, fiscal authorities relating to the
current or prior reporting year, that are unpaid at 31 December
2022. They are calculated according to the tax rates and tax laws
applicable to the fiscal periods to which they relate, based on the
taxable profit for the year.
Deferred income taxes are calculated using the liability method
on temporary differences. Deferred tax is generally provided
on the difference between the carrying amounts of assets
and liabilities and their tax bases. However, deferred tax is not
provided on the initial recognition of goodwill or on the initial
recognition of an asset or liability unless the related transaction
is a business combination or affects tax or accounting profit.
Deferred tax on temporary differences associated with shares
in subsidiaries is not provided if reversal of these temporary
differences can be controlled by the Group and it is probable
that reversal will not occur in the foreseeable future. In addition
tax losses available to be carried forward as well as other
income tax credits to the Group are assessed for recognition as
deferred tax assets.
Deferred tax liabilities are provided in full, with no discounting.
Deferred tax assets are recognised to the extent that it is
probable that the underlying deductible temporary differences
will be able to be offset against future taxable income. Current
and deferred tax assets and liabilities are calculated at tax
rates that are expected to apply to their respective period of
realisation, provided they are enacted or substantively enacted
as at 31 December 2022. Changes in deferred tax assets or
liabilities are recognised as a component of tax expense in the
consolidated statement of comprehensive income, except where
they relate to items that are charged or credited directly to equity
in which case the related deferred tax is also charged or credited
to equity. The deferred tax asset arising from trading losses
carried forward as referred to in Note 8 has not been recognised.
The deferred tax asset will be recognised when it is more likely
than not that it will be recoverable.
ARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022FINANCIAL REPORT Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2022
Total staff costs, including those capitalised within exploration
assets, amounted to £1,066,000 (2021: £1,030,000).
The average monthly number of employees (including Directors)
during the year was as follows:
Exploration activities
Administration
3. Directors’ emoluments
Basic salary and fees
Pension contributions
2022
Group
Number
2021
Group
Number
16
9
25
14
7
21
2022
£’000
2021
£’000
464
41
505
440
40
480
Key management personnel consist of only the Directors. Details
of share options and interests in the Company’s shares of each
Director are highlighted in the Directors’ Report on page 42.
Michael de Villiers
Kerim Sener
William Payne
Christopher Sangster
Salary
& fees
£’000
Pension
£’000
Total
£’000
131
125
236
225
42
40
55
50
13
13
24
23
-
-
4
4
144
138
260
248
42
40
59
54
Year
2022
2021
2022
2021
2022
2021
2022
2021
In addition to the remuneration disclosed above, William Payne
and Chris Sangster also provided director and consulting
services to Western Tethyan Resources Ltd. William Payne’s
services are provided by a firm of Accountants; further details of
both directors’ additional remuneration are set out in Note 23.
1. General Information continued
Segmental reporting
Operating segments are reported in a manner consistent with
the internal reporting provided to the Board of Directors who
have been identified as responsible for allocating resources and
assessing performance of the operating segments, and who act
as the Chief Operating Decision Maker.
Accounting judgements
The following are the critical judgements, apart from those
involving estimations (which are dealt with separately below),
that the directors have made in the process of applying the
Group’s accounting policies and that have the most significant
effect on the amounts recognised in the financial statements.
Accounting for equity accounted associate
Management have considered the 50% shareholding in Venus
Minerals Ltd and determined it is an associate rather than a
subsidiary due to the absence of control over that company, and
accordingly accounts for its investment in Venus Minerals Ltd
using the equity method in accordance with IAS 28 (revised).
Intangible exploration assets
Determining whether intangible exploration assets are impaired
requires an assessment of whether there are any indicators
of impairment, by reference to specific impairment indicators
prescribed in IFRS 6. This includes the assessment, on a project
by project basis, of the likely recovery of the cost of the Group’s
intangible exploration assets in the light of future production
opportunities based upon ongoing geological studies. This also
involves the assessment of the period for which the entity has
the right to explore in the specific area, or if it has expired during
the period or will expire in the near future if it is not expected to
be renewed.
The Group determines that exploration costs are capitalised at
the point the Group has a valid exploration licence or is in the
process of renewal.
Impairment of assets, excluding intangible exploration assets
The Group assesses impairment at each reporting date on a
project by project basis by evaluating conditions specific to
the Group that may indicate an impairment of assets. Where
indicators of impairment exist, the recoverable amount of the
asset is determined based on value in use or fair value less cost
to sell, both of which require the Group to make estimates.
2. Staff costs
Wages and salaries
Social security costs
Pension contributions
6 2
Group
Company
2022
£’000
2021
£’000
2022
£’000
2021
£’000
803
106
49
804
182
44
459
66
44
958
1,030
569
440
133
37
610
FINANCIAL REPORTARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022 4. Administrative costs & Operating loss
4a. Administrative costs amounting to £555,000 are stated after exceptional exchange gains amounting to £2.8m, these primarily arising
in the group’s wholly owned subsidiary Galata Mineral Madencilik San. ve Tic. A.S. (“Galata”), mainly due to the strengthening of the US dollar
against the Turkish Lira. On retranslation into Galata’s functional currency, US dollar denominated assets held by Galata, including bank and
trade receivables, resulted in an uplift to those Lira asset valuations and a corresponding exchange gain for the year to 31 December 2022.
4b. The operating loss is stated after charging/(crediting):
Depreciation and amortisation – owned assets
Office lease rentals
Exceptional exchange (gain) in Türkiye
Net foreign exchange losses/(gains)
Fees payable to the Company’s auditor for the audit of the Group’s and Company’s annual accounts
Fees payable to the Company’s auditor for other services:
– The audit of the Company’s subsidiaries
5. Profit on restructuring of group activities
2022
£’000
93
8
(2,821)
156
50
25
2021
£’000
44
12
-
(75)
50
25
During the prior year, the Group concluded its restructuring programme. This comprised the part-disposal of its interest in Zenit
Madencilik San. ve Tic. A.S. (“Zenit”) and Pontid Madencilik San. ve Tic. A.S. (“Pontid”) to Ozaltin Insaat, Ticaret and Sanayi A.S. (“Ozaltin”)
and Proccea Construction Co (“Proccea”) for a total consideration of US$35.75m. Under the terms of the Pontid sale agreement and
during the year, Ozaltin completed its equity commitment to invest a further US$8m in the development of the Salinbaş project. A further
US$2m is to be paid in instalments to the Group by Zenit following the transfer of the three remaining satellite projects held by the Group’s
wholly owned subsidiary, Galata Mineral Madencilik San. ve Tic. A.S.
Disposal proceeds receivable (net of group transactions)
Less:-
Cost of Investment and other incidental costs incurred on disposal
Reversal of fair value transactions associated with the Salinbaş acquisition
Increase in valuation of associate following acquisition
Reduction in valuation of JV following part disposal (excluding translation losses)
Recycled translation losses
Profit on restructuring of Group’s activities
2022
£’000
-
-
-
-
-
-
-
2021
£’000
26,976
(4,684)
(9,466)
2,197
(4,234)
(4,386)
6,423
6 3
ARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022FINANCIAL REPORT Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2021
6. Equity accounted Investments
The Group and Company’s investments comprise the following: -
Associates and joint ventures companies
Associate Interest in Pontid Madencilik San. ve Tic. A.S. (“Pontid”)
Associate Interest in Venus Minerals Ltd (“Venus”)
Associate Interest in Zenit Madencilik San. ve Tic. A.S. (”Zenit”)
Note
6a
6b
6c
Group
2022
£’000
4,139
1,848
9,330
Company
2022
£’000
-
2,612
-
Group
2021
£’000
4,139
2,399
4,864
Carrying amount of investment at 31 December
15,317
2,612
11,402
Company
2021
£’000
-
2,612
-
2,612
6a Associate Interest in Pontid.
Following the disposal in the prior year by Greater Pontides Exploration B.V. (holding company) of its entire interest in Pontid Madencilik
San. ve Tic. A.S. (“Pontid”) to Ozaltin Holding A.S and Proccea Construction Co, the Group reinvested US$5.75m for a 23.5% shareholding
in Pontid. This investment is currently valued at £4.139m and represents the Group’s share of Pontid’s net assets and goodwill paid on
acquisition. Since the date of acquisition, Pontid continues to benefit from new capital funding into its Salinbaş project.
Financial information based on Pontid’s translated financial statements, and reconciliations with the carrying amount of the investment in
the consolidated financial statements are set out below
Statement of financial position
As at 31 December 2022
Assets
Non-current assets
Other receivables
Intangible exploration assets
Land, property, plant and machinery
Total non-current assets
Current assets
Trade and other receivables
Cash and cash equivalents
Total current assets
Total assets
Current liabilities
Other payables
Total current liabilities
Equity
Proportion of the Group’s ownership
Share of net assets per above analysis
Goodwill on acquisition and share of interest post acquisition
Carrying amount of investment in Pontid
6 4
2022
£’000
2021
£’000
14
2,006
69
2,089
337
4,377
4.714
6,803
131
131
6,672
23.5%
1,568
2,571
4,139
10
1,120
96
1,226
86
5,230
5,316
6,542
229
229
6,313
23.5%
1,483
2,656
4,139
FINANCIAL REPORTARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022 6b Share of loss of associate interest in Venus Minerals Ltd
The Company and group acquired 50% of Venus Minerals Ltd through an earn-in agreement on 5 November 2021.
The Group accounts for its associate interest in Zenit using the equity method in accordance with IAS 28 (revised). The results set out
below includes the Group’s share of loss for the year to 31 December 2022.
Group
2022
£’000
Company
2022
£’000
Group
2021
£’000
Company
2021
£’000
Equity
accounted
Associate
interest
Equity
accounted
Associate
interest t
Equity
accounted
Associate
interest
Equity
accounted
Associate
interest
At 1 January 2022
Share of loss since significant influence recognised by Group
At 31 December 2022
2,399
(551)
1,848
2,612
-
2,612
2,612
(213)
2,399
2,612
-
2,612
6c Share of profit of associate interest in Zenit
The Group accounts for its associate interest in Zenit using the equity method in accordance with IAS 28 (revised). In prior years Zenit was
also accounted for using the equity method of accounting, albeit the company was then classified as a joint venture, until part disposal by
the Group in February 2021. At 31 December 2022 the Group has a 23.5% interest in Zenit, and profits from Zenit are shared in the ratio of
23.5% the Group, 23.5% Proccea and the remaining 53% interest to Ozaltin Holding A.S.
Zenit was incorporated in, and has its principal place of business in Ankara, Türkiye.
Financial information based on Zenit’s translated financial statements, and reconciliations with the carrying amount of the investment in
the consolidated financial statements are set out below:
Statement of Comprehensive Income
For the year ended 31 December 2022
Revenue
Cost of sales
Gross Profit
Administrative expenses
Operating profit
Other income
Finance expenses including foreign exchange losses
Finance income including foreign exchange gains
Profit before tax
Taxation (credit) / charge
Profit for the year
Proportion of the Group’s profit share
Group's share of profit for the year
6 5
2022
£’000
2021
£’000
47,489
32,784
(26,244)
(14,586)
21,245
(555)
20,690
-
(1,102)
4,728
18,198
(2,344)
15,854
124
(1,171)
5,213
24,316
20,020
1,259
25,575
23.5%
6,010
(1,890)
18,130
23.5%
4,260
ARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022FINANCIAL REPORT Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2022
6. Equity accounted Investments continued
6c Share of profit of interest in associate in Zenit
Statement of financial position
As at 31 December 2022
Assets
Non-current assets
Other receivables and deferred tax asset
Intangible exploration assets
Kiziltepe Gold Mine (including capitalised mining costs, land, property, plant and equipment)
Tavşan construction in progress
Total non-current assets
Current assets
Trade and other receivables
Inventories
Other receivables, VAT and prepayments
Cash and cash equivalents
Total current assets
Total assets
Liabilities
Non-current liabilities
Borrowings
Deferred tax
Asset retirement obligation
Total non-current liabilities
Current liabilities
Borrowings
Trade payables
Other payables
Total current liabilities
Total liabilities
Equity
Proportion of the Group’s ownership
Carrying amount of investment in associate
Movement in Equity – our share
Opening balance
Profit for the year
Part disposal of Interest
Translation and other reserves
Dividend receivable
Closing balance
6 6
2022
£’000
2021
£’000
6,287
50
12,889
4,709
295
70
15,804
-
23,935
16,169
281
3,424
5,345
15,420
24,470
650
2,033
2,521
6,680
11,884
48,405
28,053
-
-
582
582
361
3,345
4,415
8,121
8,703
39,702
23.5%
9,330
4,864
6,010
-
(1,544)
-
9,330
412
367
616
1,395
884
1,406
3,671
5,961
7,356
20,697
23.5%
4,864
11,213
4,260
(5,943)
(3,613)
(1,053)
4,864
FINANCIAL REPORTARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022 7. Segmental analysis
Management currently identifies one division as an operating segment – mineral exploration. This operating segment is monitored
and strategic decisions are made based upon this and other non-financial data collated from exploration activities.
Principal activities for this operating segment are as follows:
• Mineral exploration - incorporates the acquisition, exploration and development of mineral resources.
• Reconciling items include non-mineral exploration costs and transactions between Group and associate companies.
2022
Other
reconciling
items
£’000
Mineral
exploration
£’000
Mineral
exploration
£’000
Group
£’000
Administrative costs (net of exchange gains)
General and specific exploration expenditure
Profit on restructuring
Share of loss of associate - Venus
Share of profit of associate - Zenit
-
(181)
-
(551)
6,010
(555)
(555)
-
-
-
-
(181)
-
(551)
6,010
Investment and other income
-
294
294
-
(67)
6,423
(213)
4,260
-
2021
Other
reconciling
items
£’000
Group
£’000
(2,917)
(2,917)
-
-
-
-
(67)
6,423
(213)
4,260
202
202
Profit before taxation
Taxation
Profit after taxation
Assets
Segment assets
Liabilities
Segment liabilities
Additions to segment assets
Exploration assets
Property, plant & equipment
Depreciation and amortisation
Geographical segments
5,278
(987)
4,291
(261)
5,017
10,403
(2,715)
7,688
-
(987)
(3,832)
-
(3,832)
(261)
4,030
6,571
(2,715)
3,856
17,409
10,493
27,902
17,480
13,110
30,590
(475)
(339)
(814)
(1,610)
(451)
(2,061)
199
361
-
-
-
(73)
199
361
(73)
-
241
-
-
-
(43)
-
241
(43)
The Group’s mineral exploration assets and liabilities are located primarily in Türkiye.
2022
United
Kingdom
and other
territories
£’000
Türkiye
£’000
2021
United
Kingdom
and other
territories
£’000
Group
£’000
Group
£’000
Türkiye
£’000
Carrying amount of segment non-current assets
14,418
2,829
17,247
10,304
2,761
13,065
6 7
ARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022FINANCIAL REPORT Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2022
8. Taxation
Current tax expense in respect of the current year
Withholding tax suffered on subsidiary dividend included above
Current corporation tax charge
The charge for the year can be reconciled to the profit per the statement of comprehensive income as follows:
Profit before tax – continuing operations
Profit multiplied by the standard rate of corporation tax in the UK of 19% (2021:19%)
Effect of tax on share of associates profits and losses
Disallowable expenses and other adjustments
Effect of different tax rates and laws of subsidiaries operating in other jurisdictions
Other reconciling adjustments
Losses for the year to carry forward
Current corporation tax charge
2022
£’000
987
(323)
664
2022
£’000
5,017
953
(1,037)
297
137
(27)
341
664
2021
£’000
3,832
(901)
2,931
2021
£’000
7,688
1,460
(769)
14
638
489
1,099
2,931
The Group has UK losses carried forward on which no deferred tax asset is recognised in the financial statements as the recovery of this
benefit is dependent on future profitability, the timing of which cannot be reasonably foreseen. Total UK losses carried forward amount to
approximately £18,008,000 (2021: £16,620,000), and non-UK losses amount to approximately £221,000 (2021: £209,000).
No deferred tax assets have been recognised against the Group’s and Company’ tax losses as the entities do not have sufficient taxable
temporary differences in the year against which the losses could be utilised.
9. Profit and distributable reserves of parent Company
(a) Profit of parent company
As permitted by Section 408 of the Companies Act 2006, the statement of comprehensive income of the parent Company is not
presented as part of these financial statements. The parent Company’s Profit for the financial year was £376,000 (2021: £3,720,000).
(b) Distributable reserves of parent company
The Company paid its first shareholder inaugural special dividend on 24 September 2021 amounting to £3,820,873. To facilitate this
distribution the Company gained shareholder approval during February 2021 and applied to the High Court of Justice of England and
Wales to reduce its share capital. This application was granted by the High Court during July 2021 and the share capital reduction scheme
resulted in generating distributable reserves of £7.22m, as set out in the Company’s Statement of Changes in Equity and note 19.
(c) Dividends
A second interim and third final part of the inaugural special dividend distribution was paid out of distributable reserves. The second
interim payment on the 11th March 2022 of 0.175 pence per ordinary share amounted to £1,919,186; the third and final payment on the 21st
September 2022 of 0.175 pence per ordinary share amounted to £2,000,010.
10. Earnings per share on continuing operations
The calculation of basic profit per share is based on the profit attributable to ordinary shareholders of £4,030,000 (2021: £3,856,000)
divided by the weighted average number of shares in issue during the year being shares 1,133,043,081 (2021: 1,085,894,966). There is no
material effect on the basic earnings per share for the dilution provided by the share options.
6 8
FINANCIAL REPORTARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022 11. Intangible assets
Cost or Valuation
At 1 January 2022
Amortisation charge
At 31 December 2022
Net book value
At 1 January 2022
At 31 December 2022
12. Land, property, plant & equipment
Cost
At 1 January 2021
Additions
Disposals
Exchange movements
At 31 December 2021
Additions & reallocations of expenditure
Exchange movements
At 31 December 2022
Depreciation
At 1 January 2021
Charge
Disposals
Exchange movements
At 31 December 2021
Charge
Disposals
Exchange movements
At 31 December 2022
Net book value
At 1 January 2021
At 31 December 2021
At 31 December 2022
6 9
Software & Database
expenditure
£’000
149
(19)
130
149
130
Land
£’000
Computer
equipment
£’000
Plant &
equipment
£’000
Fixtures &
fittings
£’000
Motor
vehicles
£’000
Total
£’000
-
157
-
-
157
(28)
(27)
102
-
2
-
-
2
2
-
-
4
-
155
98
34
18
(3)
(12)
37
21
(3)
55
30
8
(2)
(9)
27
13
-
(4)
36
4
10
19
20
-
-
(9)
11
292
(2)
301
9
3
-
(4)
8
41
-
(2)
47
11
3
254
28
11
(8)
(9)
22
24
(4)
42
22
6
(8)
(8)
12
8
-
(3)
17
6
10
25
39
55
(7)
(13)
74
24
(13)
85
19
7
(5)
(7)
14
10
-
(4)
20
20
60
65
121
241
(18)
(43)
301
333
(49)
585
80
26
(15)
(28)
63
74
-
(13)
124
41
238
461
ARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022FINANCIAL REPORT Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2022
13. Financial assets at fair value through profit or loss
Group and Company
At 1 January 2022
Addition
Exchange movement
At 31 December 2022
Carrying value
At 31 December 2021
At 31 December 2022
Group
2022
£’000
461
155
23
639
461
639
During the year, the Group’s wholly owned subsidiary, Asgard Metals Pty. Ltd., continued with its investment strategy, and further
investments during the year amounted to £155,000. The market valuation of listed securities at the balance sheet date amounted to
£202,000, compared to a carrying valuation of £217,000 (level 1 heirarchy). This immaterial fall in valuation amounting to £15,000 has not
been reflected in the statement of comprehensive income.
Unlisted securities, where fair value cannot be reliably measured, continue to be valued at cost and amounted to £422,000 (level 3
heirarchy) at the balance sheet date.
14. Exploration and Earn In assets
14a Exploration expenditure
The Group, through its two subsidiary companies operating in Kosovo and Türkiye, was successful with applications for several
exploration licences. Expenditure of £199,000, including a proportion of staff costs, was capitalised during the year. The technical
feasibility and commercial viability of extracting mineral resource is not yet demonstrable in the above two locations.
Cost or Valuation
At 1 January 2022
Additions and capitalised depreciation
At 31 December 2022
Net book value
At 1 January 2022
At 31 December 2022
14b Earn In advances
Deferral exploration
expenditure
£’000
-
199
199
-
199
The Group’s 75% owned subsidiary Western Tethyan Resources Limited (“WTR”), entered into an option on an earn-in agreement with Avrupa
Minerals Limited, for the right to acquire up to an 85% interest in the Slivova Gold Project. The agreement requires WTR to provide funding
and complete a series of exploration and development milestones, ahead of reaching its agreed ownership target. Staged payments and
development expenditure incurred following inception of the option and during the year to 31 December 2022 amounted to £87,000.
7 0
FINANCIAL REPORTARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022 15. Investments in Group undertakings
Company
At 1 January 2022 & 31 December 2022
Shares in Group
undertakings
£’000
377
The Company’s investments at the balance sheet date comprise ownership of the ordinary share capital of the following companies:
Subsidiaries
Ownership
Country of
incorporation
Nature
of business
Address
Ariana Exploration &
Development Limited
100%
United Kingdom
Exploration
2nd Floor, Regis House, 45 King William Street
London, EC4R 9AN
Ariana Exploration & Development Limited’s investments at the balance sheet date comprise the following companies
Subsidiaries
Ownership
Country of
incorporation
Nature
of business
Address
Portswood Resources Limited
Galata Mineral Madencilik San.
ve Tic. A.S.
100%
100%
British
Virgin Islands
Holding
company
Kingston Chambers P.O. Box 173 Road
Town, Tortola, British Virgin Islands
Türkiye
Exploration
Beytepe Mah. 1815 Sokak No: 36
06800, Çankaya, Ankara, Türkiye
Greater Pontides Exploration B.V.
100%
Netherlands
Holding
company
Herengracht 500,
1017 CB Amsterdam, Netherlands
Asgard Metals Pty. Ltd.
100%
Australia
Exploration
Unit 27, 18 Stirling Highway,
Nedlands, WA 6009, Australia
Western Tethyan Resources Ltd
75%
United Kingdom
Holding
company
2nd Floor, Regis House,
45 King William Street, London, EC4R 9AN
Kosovo Mineral Resources LLC*
100% Republic of Kosovo
Exploration
Rr Ali Vitia Kalabri Bll. A-Lam-B. Nr.19
Prishtine, Kosova
*Kosovo Mineral Resources LLC is a 100% owned subsidiary of Western Tethyan Resources Ltd.
The non-controlling interest in the Group represents the cost of purchase of a 25% stake in Western Tethyan Resources Ltd amounting to
£30,000 (2021: £30,000).
16. Non-current other receivables
Amounts owed by Group undertakings
Amounts owed by associate interest
Group
Company
2022
£’000
2021
£’000
-
414
414
-
815
815
2022
£’000
3,850
-
2021
£’000
5,942
-
3,850
5,942
The amount owed to the Group relate to an instalment based interest free loan agreed upon following the disposal by Galata of its three
remaining satellite projects to Zenit at a rate of US$50,000 per calendar month. The directors have assessed that the future fair value
return on settlement of this debt is not materially different from the carrying value shown above.
7 1
ARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022FINANCIAL REPORT Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2022
17. Trade and other receivables
Other receivables
Amounts owed by associate interest
Loan to associate interest
Prepayments
Group
Company
2022
£’000
2021
£’000
2022
£’000
155
497
500
128
219
792
-
125
29
-
511
-
2021
£’000
132
-
-
-
1,280
1,136
540
132
The carrying values of other receivables and amounts owed by associate interest approximate their fair values as these balances are
expected to be cash settled in the near future.
During September 2022, a convertible loan agreement was entered into with Venus Minerals Limited amounting to £500,000. Post-
period end a further convertible loan agreement was completed with Venus for £200,000.
18. Trade and other payables
Trade and other payables
Social security and other taxes
Other creditors and advances
Accruals and deferred income
Group
Company
2022
£’000
189
355
137
133
814
2021
£’000
203
1,380
343
135
2,061
2022
£’000
2021
£’000
102
-
29
8
139
94
-
132
6
232
The above listed payables are all unsecured. Due to the short-term nature of current payables, their carrying values approximate their
fair value.
7 2
FINANCIAL REPORTARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022 19. Called up share capital, share premium and capital reduction reserve
Allotted, issued and fully paid ordinary 0.1p shares
Number
Ordinary
Shares
£’000
Share
Premium
£’000
In issue at 1 January 2022
Issue of ordinary shares
Share options exercised
Transfer to retained earnings
In issue at 31 December 2022
1,096,677,943
1,097
46,185,387
3,500,000
-
46
4
-
305
1,843
59
-
1,146,363,330
1,147
2,207
Capital
reduction
reserve
£’000
7,222
-
-
(7,222)
-
During the prior year, the Company was granted permission by the High Court of Justice in England and Wales to reduce its share
capital by the cancellation of its share premium and its sub-divided deferred shares. This allowed the Company to extinguish retained
losses bought forward from prior years amounting to £9,826,000 and resulted in the establishment of a capital reduction reserve. This
distributable reserve was subsequently transferred to retained earnings during 2022.
Potential issue of ordinary shares
Share options
The Company issued 64,000,000 new options to directors and staff at an exercise price of 1.55 pence, vesting over 3 years, commencing
on 1 January 2018. At 31 December 2022 the Company had no options outstanding for the issue of ordinary shares as set out below:
Date options
granted
Exercisable
from
Exercisable
to
Exercise
price
Number
granted
Options exercised
during the year
Options lapsed
during the year
1 January 2018 1 January 2018 31 December 2022
1.55p
27,000,000
(3,500,000)
(23,500,000)
Total
27,000,000
(3,500,000) (23,500,000)
Number at
31 December
2022
-
-
The fair value of services received in return for share options are measured by reference to the fair value of share options granted. The fair
value of employee share options is measured using the Black-Scholes model. Measurement inputs and assumptions are as follows:
Costs associated with options issued on the 1 January 2018 and exercisable by 2022
Share price when options issued
Expected volatility (based on closing prices over the last 7 years)
Expected life
Risk free rate
Expected dividends
1.25p
67.84%
5 years
0.75%
0%
The expected volatility is wholly based on the historic volatility (calculated based on the weighted average of the last 7 years of quotation).
Share based payments reserve
At 1 January 2022
Transfer to retained earnings for options exercised and lapsed during the year
At 31 December 2022
7 3
Group and Company
2022
£’000
173
(173)
-
ARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022FINANCIAL REPORT Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2022
20. Operating lease arrangements
Management have completed a detailed assessment of existing operating contracts and have not identified any contracts requiring
adjustment on the adoption of IFRS 16 as the operating leases held by the Group are of low value and short-term in nature.
At the year end, the Group had outstanding short-term commitments for future minimum lease payments under non-cancellable
operating leases, which fall due as follows:
Within one year
21. Capital commitments
2022
£’000
8
2021
£’000
1
The Group had no authorised or unauthorised capital commitments at the year end (2021: £nil).
22. Contingent liabilities
Following the restructuring of the Group and the part disposal by Galata Mineral Madencilik San. ve Tic. A.S. of 26.5% of its interest
in Zenit Madencilik San. ve Tic. A.S., 75% of the resulting gain on disposal is exempt from Turkish corporation tax provided the
gain is retained under equity by Galata for a period of 5 years. This potentially exempt taxable gain, including the previously
reported gain during 2019 on Çamyol Gayrimenkul, Madencilik, Turizm, Tarim ve Hayvancilik Ltd (“Camyol”) is as follows:
Contracting parties
Shareholding
Taxable gain in Lira
Contingent liability in Lira
Contingent Liability in GBP
Galata
Çamyol
26.5%
99%
127,766,456
4,529,343
31,941,614
996,455
1,414,761
44,135
23. Related party transactions
Group companies
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation.
Ariana Resources PLC is the beneficial owner and controls, or is in joint venture with, the following companies and as such are considered
related parties:
Ariana Exploration & Development Ltd
Portswood Resources Ltd
Galata Mineral Madencilik San. ve Tic. A.S.
Asgard Metals Pty. Ltd.
Greater Pontides Exploration B.V.
Western Tethyan Resources Ltd and its wholly owned subsidiary Kosovo Minerals Resources LLC
Zenit Madencilik San. ve Tic. A.S. (Associate)
Pontid Madencilik San. ve Tic. A.S. (Associate)
Venus Minerals Ltd (Associate)
Transactions during the year between the Company and its subsidiaries were as follows:
Loan payable by Ariana Exploration & Development Limited to Ariana Resources PLC amounted to £3,849,586 (2021: £5,941,508).
Loan payable by Ariana Exploration & Development Limited to Galata Mineral Madencilik San. ve Tic. A.S. amounted to
£4,308,893 (2021: £3,704,389).
Loan receivable by Ariana Exploration & Development Limited from Western Tethyan Resources Limited amounted to £726,925
(2021: £240,000).
Loan payable by Kosovo Minerals Resources LLC to Western Tethyan Resources Limited amounted to £830,490 (2021: £240,000).
7 4
FINANCIAL REPORTARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022 William Payne is a partner in Azets, a firm of Accountants that provides his services. During the year end 31 December 2022, Azets
were paid £42,000 (2021: £40,000) in respect of his services as a Director, and £128,667 (2021: £104,250) in respect of accounting and
management services. Fees paid for William Payne’s services are included as part of Directors emoluments declared in Note 3. At the year
end the Group owed Azets £56,491 (2021: £Nil).
William Payne and Chris Sangster are also directors of Western Tethyan Resources Ltd. Azets received fees amounting to £6,000 (2021:
Nil) for the services of William Payne acting as a director for the year to 31 December 2022. Chris Sangster’s combined director’s and
consulting fees for the year from the company amounted to £18,468 (2021: Nil).
Kerim Sener was appointed a director of Venus Minerals Ltd (“Venus”) on 13 August 2020 and continues to receive no remuneration
during the period to 31 December 2022. Venus is focused on the exploration and development of copper and gold on the island of Cyprus.
Transactions with Venus during the year and additional disclosures are set out on note 6.
Asgard Metals Pty Ltd, office lease is provided by Matrix Exploration Pty Ltd, a company jointly controlled by Kerim Sener. The office rental
charge for the year to 31 December 2022 amounted to AU$12,000 (2021: Nil).
Equity accounted investment in Zenit
Loans payable by Zenit Madencilik San. ve Tic. A.S. to Galata Mineral Madencilik San. ve Tic. A.S. amounted to £911,005 (2021: £1,607,291).
24. Post year end events
In April 2023 the loan of £500,000 outstanding at the year end from Venus Minerals Limited was capitalised, along with an additional loan
of £200,000 increasing the Group’s shareholding in that company to 58%. The assessment of the fair values of the assets and liabilities
acquired is currently ongoing, and will be reported in the Group’s next available financial statements.
25. Capital management policies and procedures
The Group’s capital management objectives are:
• To ensure the Group’s ability to continue as a going concern;
• To increase the value of the assets of the business; and
• To provide an adequate return to shareholders in the future when exploration assets are taken into production.
These objectives will be achieved by identifying the right exploration projects, adding value to these projects and ultimately taking them
through to production and cash flow, either with partners or by our own means.
The Group monitors capital on the basis of the carrying amount of equity, cash and cash equivalents as presented on the face of the
consolidated statement of financial position. Movements in capital for the year under review are summarised in Note 19 and in the
consolidated statement of changes in equity.
The Group manages its capital structure in response to changes in economic conditions and in accordance with the Group’s objective to
finance additional work on existing and new projects to enhance their overall value.
In the normal course of its operations, the Group and Company are exposed to gold prices, currency, interest rate and liquidity risk.
The Group and Company use financial instruments, other than derivatives, comprising short term deposits, cash, liquid resources and
various items such as sundry debtors and creditors that arise directly from its operations. The main purpose of these financial instruments
is to finance the Group’s operations.
The main risks arising from the Group’s and Company’s financial instruments are liquidity and currency differences on foreign currency net
investments. The Directors review and agree policies for managing these risks and these are summarised below.
Liquidity risk
Liquidity risk is the risk that the Group and Company will not be able to meet their financial obligations as they fall due.
The Group and Company seek to manage financial risk to ensure sufficient liquidity is available to meet foreseeable needs and to invest
cash assets safely and profitably. The Board will seek additional funds from the issue of share capital where appropriate, by reviewing
financial and operational budgets and forecasts. The Group and Company’s financial liabilities, including interest bearing liabilities and
trade and other payables will all be settled within six months of the year end with the exception of the contingent consideration payable
which is not expected to become payable for a period beyond 5 years.
7 5
ARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022FINANCIAL REPORT Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2022
25. Capital management policies and procedures continued
Credit risk
Credit risk is the risk of financial loss to the Group and Company if a customer or counterparty to a financial instrument fails to meet its
contractual obligations. The Group and Company have borrowings outstanding from its subsidiaries and joint ventures, the ultimate
realisation of which depends on the successful exploration and realisation of the Group’s intangible exploration assets:
2021
£’000
132
5,942
6,074
2021
£’000
6,074
-
-
Trade and other receivables (current and excluding prepayments)
Trade and other receivables (non-current)
Group
Company
2022
£’000
1,153
414
1,567
2021
£’000
1,011
815
1,826
2022
£’000
540
3,850
4,390
The concentration of credit risk for trade and other receivables at the balance sheet date by geographic region was:
Group
Company
United Kingdom
Türkiye
Other
2022
£’000
565
986
16
1,567
2021
£’000
137
1,688
1
1,826
2022
£’000
4,390
-
-
4,390
6,074
Market risk
Foreign exchange risk arises due to the Group’s and Company’s primary operations being in Türkiye. The Group and Company have a
general policy of not hedging against its exposure of foreign investments in foreign currencies. The Group and Company are exposed to
translation and transaction foreign exchange risks and take profits or losses on these as they arise.
UK
Türkiye
Other
Total
Group
2022
£’000
2021
£’000
2022
£’000
Cash and cash equivalents
7,087
10,238
Trade and other receivables
Trade and other payables
637
339
261
452
931
593
342
2021
£’000
5,232
873
1,390
2022
£’000
1,357
50
133
2021
£’000
919
2
219
2022
£’000
9,375
1,280
814
UK
Türkiye
Other
Total
Company
Cash and cash equivalents
Trade and other receivables
Trade and other payables
2022
£’000
-
3,850
139
2021
£’000
-
5,942
232
2022
£’000
2021
£’000
2022
£’000
2021
£’000
-
-
-
-
-
-
-
-
-
-
-
-
2022
£’000
-
3,850
139
2021
£’000
16,389
1,136
2,061
2021
£’000
-
5,942
232
7 6
FINANCIAL REPORTARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022 Sensitivity analysis
Foreign exchange risk arises due to the Group’s and Company’s primary operations being in Türkiye.
A 10% percent weakening of Turkish Lira against the Sterling at the reporting date would have decreased net assets by £1,109,059 (2021:
£1,079,824). This calculation assumes that the change occurred at the balance sheet date and had been applied to risk exposures existing
at that date.
Market risk - Borrowing facilities and interest rate risk
The Group and Company finances its operations primarily through its share of profits from its associate investment, and the issue of equity
share capital to ensure sufficient cash resources are maintained to meet short-term liabilities and future project development requirements.
Cash deposits are kept under regular review, with reference to future expenditure requirements and to maximise interest receivable.
Sensitivity analysis
(a) The Group and Company have limited exposure to changes to interest rates both locally and in Türkiye since the interest accruing on
bank deposits was relatively immaterial.
(b) The Group and Company have no interest rate exposure on the loan finance provided during the year as the amounts owed by Group
undertakings are interest free.
Market risk – Equity price risk
The Group and Company’s exposure to equity price risk arises from its investment in equity securities.
Fair values of financial instruments
The fair value of a financial instrument is defined as the price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at the measurement date. Where applicable, further information
about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.
Set out below is a comparison by category of carrying amounts and fair values of all the Group’s financial instruments:
Carrying Amount
Fair Value
2022
£’000
2022
£’000
2021
£’000
2021
£’000
2022
£’000
2022
£’000
2021
£’000
2021
£’000
Group Company
Group Company
Group Company
Group Company
Financial assets
Cash and cash equivalents
9,375
-
16,389
Loans and receivables
Trade and other receivables (current)
1,153
540
Trade and other receivables (non-current)
414
3,850
1,011
815
-
-
9,375
-
16,389
1,153
540
5,942
414
3,850
1,011
815
Trade and other payables
(814)
(139)
(2,061)
(232)
(814)
(139)
2,061
-
-
5,942
(232)
The fair value of trade and other receivables is estimated as the present value of future cash flows discounted at the market rate of
interest at the reporting date. For receivables and payables with a remaining life of less than one year, the notional amount is deemed to
reflect fair value. All other receivables and payables are, where material, discounted to determine the fair value.
When measuring the fair value of an asset or a liability, the Group and Company uses observable market data as far as possible. Fair values
are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:
• Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
• Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset
or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
• Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
Differences arising between the carrying and fair value are considered not significant to adjust for in these accounts. The carrying and fair
value of intercompany balances are the same as if they are repayable on demand.
7 7
ARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022FINANCIAL REPORT Please note that this document is important and requires your immediate attention.
If you are in any doubt as to the action to be taken, please consult an independent financial adviser immediately. If you have
sold or transferred or otherwise intend to sell or transfer all of your holding of ordinary shares in the Company prior to the
Record Date (as described in Note 13) for the Annual General Meeting of the Company on 29 June 2023 at 10:30 a.m. you
should send this document, together with the accompanying Form of Proxy, to the (intended) purchaser or transferee or
to the stockbroker, bank or other agent through whom the sale or transfer was or is to be effected for transmission to the
(intended) purchaser or transferee. If you have sold some only of your ordinary shares then please retain this document.
The formal business of the Annual General Meeting (AGM) will only be to consider and vote upon the resolutions set out in the notice
of meeting.
SHAREHOLDERS WISHING TO VOTE ON ANY OF THE MATTERS OF BUSINESS ARE STRONGLY URGED TO DO SO THROUGH
COMPLETION OF A FORM OF PROXY which must be completed and submitted in accordance with the instructions thereon. It is
emphasised that any Forms of Proxy being returned via a postal service should be submitted as soon as possible to allow for any delays to
or suspensions of postal services in the United Kingdom. Shareholders wishing to vote on any matters of business are strongly urged
to do so through registering their proxy appointment and voting by proxy online and to appoint the Chairman of the Meeting
as your proxy. This will enable the Chairman of the Meeting to vote on your behalf, and in accordance with your instructions,
at the AGM. Lodging of a Proxy Form does not preclude a shareholder from attending in person and voting at the AGM.
Further information on voting procedures follows the resolutions below. Queries regarding these procedures may be directed
to the Company’s registrars, Computershare Investor Services plc, The Pavilions, Bridgewater Road, Bristol BS99 6ZY
(telephone number +44 (0) 370 889 3196.
7 8
FINANCIAL REPORTARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022
Notice of the 2023 Annual General Meeting of
Ariana Resources PLC
Company Number: 05403426
Notice is hereby given that the 2023 Annual General Meeting
of Ariana Resources PLC (the “Company”) will be held at
the East India Club, 16 St James’s Square, London, SW1Y
4LH on 29 June 2023 at 10:30 a.m. in order to consider
and, if thought fit, pass resolutions 1 to 7 as Ordinary
Resolutions and Resolution 8 & 9 as Special Resolutions:
Ordinary resolutions
1.
To receive the Annual Report and Accounts
for the year ended 31 December 2022.
2. To re-elect Michael de Villiers who is retiring pursuant to Article
41.1 of the Articles of Association as a Director of the Company.
3. To re-elect William Payne who is retiring pursuant to Article 41.1
of the Articles of Association as a Director of the Company.
4. To re-elect Chris Sangster who is retiring pursuant to Article 41.1
of the Articles of Association as a Director of the Company.
5. To re-elect Dr Kerim Sener who is retiring pursuant to Article 41.1
of the Articles of Association as a Director of the Company.
6. To re-appoint PKF Littlejohn as auditors and to
authorise the Directors to fix their remuneration.
7. That the directors be generally and unconditionally authorised to
allot Relevant Securities (as defined in the notes to this Notice)
up to a maximum nominal amount of £500,000 comprising:
a.
equity securities (as defined by section 560 of the
Companies Act 2006) of ordinary shares of 0.1p each
in the capital of the Company (“Ordinary Shares”)
up to an aggregate nominal amount of £250,000 in
connection with an offer by way of a rights issue:
i.
to holders of Ordinary Shares in proportion (as nearly as
may be practicable) to their respective holdings; and
ii. to holders of other equity securities as required by the
rights of those securities or as the directors otherwise
consider necessary, but subject to such exclusions or
other arrangements as the directors may deem necessary
or expedient in relation to treasury shares, fractional
entitlements, record dates, legal or practical problems
in or under the laws of any territory or the requirements
of any regulatory body or stock exchange; and
b.
in any other case, up to an aggregate nominal amount
of £250,000.
The power granted by this authority shall, unless renewed, varied
or revoked by the Company, expire on the date which is 15 months
after the date on which this resolution is passed or, if earlier, the
conclusion of the next annual general meeting of the Company
save that the Company may, before such expiry, make offers or
agreements which would or might require Relevant Securities
to be allotted and the directors may allot Relevant Securities
in pursuance of such offer or agreement notwithstanding that
the authority conferred by this resolution has expired.
This resolution revokes and replaces all unexercised authorities
previously granted to the directors to allot Relevant Securities but
without prejudice to any allotment of shares or grant of rights already
made, offered or agreed to be made pursuant to such authorities.
Special resolutions
a.
the allotment of equity securities in connection
with an offer by way of a rights issue:
i.
to the holders of ordinary shares in proportion (as nearly
as may be practicable) to their respective holdings; and
ii. to holders of other equity securities as required by the
rights of those securities or as the Directors otherwise
consider necessary, but subject to such exclusions or
other arrangements as the Board may deem necessary
or expedient in relation to treasury shares, fractional
entitlements, record dates, legal or practical problems
in or under the laws of any territory or the requirements
of any regulatory body or stock exchange; and
b.
the allotment (otherwise than pursuant to
paragraph 7a above) of equity securities up to an
aggregate nominal amount of £250,000.
The power granted by this authority shall, unless renewed,
varied or revoked by the Company, expire on the date which is
15 months after the date on which this resolution is passed or,
if earlier, the conclusion of the next annual general meeting of
the Company, save that the Company may, before such expiry,
make offers or agreements which would or might require equity
securities to be allotted and the directors may allot equity
securities in pursuance of such offer or agreement notwithstanding
that the authority conferred by this resolution has expired.
This resolution revokes and replaces all unexercised authorities
previously granted to the directors to allot equity securities but
without prejudice to any allotment of shares or grant of rights already
made, offered or agreed to be made pursuant to such authorities.
9. That, the Company be authorised generally and
unconditionally to make market purchases (within the
meaning of section 693 of the Companies 2006 Act)
of ordinary shares of £0.001 each, provided that:
a.
the maximum aggregate number of ordinary shares that
may be purchased is 5% of the issued share capital of
the Company as at the date of the market purchase;
b.
the minimum price (excluding expenses) which
may be paid for each ordinary share is £0.001;
c.
the maximum price (excluding expenses) which may be
paid for each ordinary share is to be no higher than the
average mid-market closing price of an ordinary share in the
Company on the day prior to the day the purchase is made;
d.
the authority conferred by this resolution shall expire at
the conclusion of the Company’s next annual general
meeting save that the Company may, before the expiry
of the authority granted by this resolution, enter into a
contract to purchase ordinary shares which will or may be
executed wholly or partly after the expiry of such authority.
e.
the directors may hold any such ordinary shares in Treasury
and are then entitled to resell the same, satisfy the issue
of new ordinary shares or cancel any such ordinary
shares so acquired, as allowed by the Companies Act.
Michael de Villiers
Chairman and Company Secretary
5 June 2023
8. That, subject to the passing of Resolution 7 the Directors be
given the general power to allot equity securities (as defined by
Section 560 of the 2006 Act) for cash, either pursuant to the
authority conferred by Resolution 7 or by way of a sale of treasury
shares, as if Section 561(1) of the 2006 Act did not apply to any
such allotment, provided that this power shall be limited to:
Registered Office
2nd Floor, Regis House
45 King William Street
London
EC4R 9AN:
7 9
ARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022FINANCIAL REPORT
to take the appropriate action on their behalf. In order for a
proxy appointment or instruction made by means of CREST
to be valid, the appropriate CREST message (a “CREST Proxy
Instruction”) must be properly authenticated in accordance with
Euroclear’s specifications and must contain the information
required for such instructions, as described in the CREST
Manual. The message (regardless of whether it constitutes the
appointment of a proxy or an amendment to the instruction
given to a previously appointed proxy) must, in order to be valid,
be transmitted so as to be received by Computershare Investor
Services PLC. (ID number 3RA50).
12.
13.
You may not use any electronic address provided in the proxy
form to communicate with the Company for any purposes other
than those expressly stated.
Pursuant to Regulation 41 of the Uncertificated Securities
Regulations 2001, the time by which a person must be entered
on the register of members in order to have the right to attend
and vote at the Annual General Meeting is 10:30a.m. on 27 June
2023, (being not more than 48 hours prior to the time fixed for
the Meeting) or, if the Meeting is adjourned, such time being
not more than 48 hours prior to the time fixed for the adjourned
meeting. Changes to entries on the register of members after
that time will be disregarded in determining the right of any
person to attend or vote at the Meeting.
14.
As at 5 June 2023 (being the last practicable date prior to the
publication of this Notice) the Company’s issued ordinary share
capital consists of 1,146,363,330 ordinary shares of £0.001
each, carrying one vote each. No shares are held in treasury.
Therefore the total voting rights in the Company as at that date
are 1,146,363,330.
Notes:
1.
As a member of the Company you are entitled to appoint a proxy
to exercise all or any of your rights to attend, speak and vote at
a general meeting of the Company. You can only appoint a proxy
using the procedures set out in these notes.
Appointment of a proxy does not preclude you from attending
the meeting and voting in person. If you have appointed a proxy
and attend the meeting in person, your proxy appointment will
automatically be terminated.
A proxy does not need to be a member of the Company but
must attend the meeting to represent you. To appoint as your
proxy a person other than the Chairman of the meeting, insert
their full name in the box. If you sign and return the proxy form
with no name inserted in the box, the Chairman of the meeting
will be deemed to be your proxy. Where you appoint as your
proxy someone other than the Chairman, you are responsible
for ensuring that they attend the meeting and are aware of your
voting intentions. If you wish your proxy to make any comments
on your behalf, you will need to appoint someone other than the
Chairman and give them the relevant instructions directly.
You may not appoint more than one proxy to exercise rights
attached to any one share.
To direct your proxy how to vote on the resolutions mark
the appropriate box with an ‘X’. To abstain from voting on a
resolution, select the relevant “Vote withheld” box. A vote
withheld is not a vote in law, which means that the vote will
not be counted in the calculation of votes for or against the
resolution. If you give no voting indication, your proxy will vote or
abstain from voting at his or her discretion. Your proxy will vote
(or abstain from voting) as he or she thinks fit in relation to any
other matter which is put before the meeting.
To appoint a proxy you must ensure that the attached proxy
form is completed, signed and sent to Computershare Investor
Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY
by no later than 10:30 a.m. on 27 June 2023.
In the case of a member which is a company, the Form of Proxy
must be executed under its common seal or signed on its behalf
by an officer of the company or an attorney for the Company.
Any corporation which is a member can appoint one or more
corporate representatives who may exercise on its behalf all
of its powers as a member provided that they do not do so in
relation to the same shares.
Any power of attorney or any other authority under which the
proxy form is signed (or a duly certified copy of such power or
authority) must be included with the proxy form.
In the case of joint holders, where more than one of the joint
holders purports to appoint a proxy, only the appointment
submitted by the most senior holder will be accepted. Seniority
is determined by the order in which the names of the joint
holders appear in the Company’s register of members in respect
of the joint holding (the first-named being the most senior).
If you submit more than one valid proxy appointment, the
appointment received last before the latest time for the receipt
of proxies will take precedence. CREST members who wish
to appoint a proxy or proxies through the CREST electronic
proxy appointment service may do so for the meeting (and
any adjournment of the meeting) by following the procedures
described in the CREST Manual available on the website of
Euroclear UK and International Limited (“Euroclear”) at www.
euroclear.com. CREST Personal Members or other CREST
sponsored members (and those CREST members who have
appointed a voting service provider) should refer to their
CREST sponsor or voting service provider, who will be able
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FINANCIAL REPORTARIANA RESOURCES PLC - ANNUAL REPORT & ACCOUNTS 2022