Ariana Resources : Notice of General Meeting

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or as to the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

If you have sold or otherwise transferred all of your Ordinary Shares, please immediately forward this document, together with the accompanying Form of Proxy, to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. If you have sold only part of your holding of Ordinary Shares, please contact your stockbroker, bank or other agent through whom the sale or transfer was effected immediately.

ARIANA RESOURCES PLC

(Incorporated in England and Wales under number 05403426)

Acquisition by Merger with Rockover Holdings Limited

Notice of General Meeting

This document should be read as a whole. However, your attention is drawn to the letter from the Chairman of the Company which is set out in Part 1 of this document and which contains, amongst other things, a recommendation from the Directors that you vote in favour of the Ordinary Resolution to be proposed at the General Meeting.

Beaumont Cornish Limited ("Beaumont Cornish"), which is authorised and regulated in the United Kingdom by the FCA, is acting as Nominated Adviser to the Company in connection with matters set out in this document and will not be acting for any other person (including a recipient of this document) or otherwise be responsible to any person for providing the protections afforded to clients of Beaumont Cornish or for advising any other person in respect of the matters set out in this document or any transaction, matter or arrangement referred to in this document. Beaumont Cornish's responsibilities as the Company's Nominated Adviser are owed solely to London Stock Exchange and are not owed to the Company or to any Director or to any other person in respect of his decision to acquire any shares in the Company and / or vote in favour of the Ordinary Resolution in reliance on any part of this document.

Apart from the responsibilities and liabilities, if any, which may be imposed on Beaumont Cornish by the FSMA or the regulatory regime established thereunder, Beaumont Cornish does not accept any responsibility whatsoever for the contents of this document, including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company or the matters set out in this document. Beaumont Cornish accordingly disclaims all and any liability whether arising in tort, contract or otherwise (save as referred to above) in respect of this document or any such statement.

A copy of this document will be made available from the Company's website, www.arianaresources.comNeither the content of the Company's website nor any website accessible by hyperlinks to the Company's website is incorporated in, or forms part of, this document. Copies will also be available at the Company's registered office: 2nd Floor, Regis House, 45 King William Street, London EC4R 9AN.

Dated: 10 June 2024

IMPORTANT NOTICE

Cautionary note regarding forward-looking statements

This document includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will", or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts. They appear in a number of places throughout this document and include statements regarding the Directors' current intentions, beliefs or expectations concerning, among other things, the Group's results of operations, financial condition, liquidity, prospects, growth, strategies and the Group's markets.

By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Actual results and developments could differ materially from those expressed or implied by the forward- looking statements.

Forward-looking statements may and often do differ materially from actual results. Any forward- looking statements in this document are based on certain factors and assumptions, including the Directors' current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's and the Continuing Group's operations, results of operations, growth strategy and liquidity. Whilst the Directors consider these assumptions to be reasonable based upon information currently available, they may prove to be incorrect. Save as required by law or by the AIM Rules, the Company undertakes no obligation to publicly release the results of any revisions to any forward-looking statements in this document that may occur due to any change in the Directors' expectations or to reflect events or circumstances after the date of this document.

Notice to overseas persons

The distribution of this document and/or the Form of Proxy in certain jurisdictions may be restricted by law and therefore persons into whose possession these documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

Interpretation

Certain terms used in this document are defined and certain technical and other terms used in this document are explained at the section of this document under the heading "Definitions".

Any reference to any provision of any legislation or regulation shall include any amendment, modification, re-enactment or extension thereof.

Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender.

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TABLE OF CONTENTS

IMPORTANT INFORMATION	4
EXPECTED TIMETABLE OF PRINCIPAL EVENTS	5
MERGER STATISTICS	6
DIRECTORS, SECRETARY AND ADVISERS	7
PART 1	LETTER FROM THE CHAIRMAN	9
PART 2	INFORMATION ON ROCKOVER	15
PART 3	FURTHER INFORMATION ON THE MERGER	22
PART 4	RISK FACTORS	27
PART 5	DEFINITIONS	34

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IMPORTANT INFORMATION

TIME AND PLACE OF MEETING

Notice is given that a General Meeting of the Shareholders, to which this Notice of General Meeting relates, will be held at 12 noon on 26 June 2024 at the East India Club, 16 St James's Square, London SW1 4LH, United Kingdom.

SHAREHOLDERS WISHING TO VOTE ON THE ORDINARY RESOLUTION 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 General Meeting.

Submitting a Form of Proxy does not preclude a Shareholder attending the General Meeting in persons.

The Voting Record Date (being the date that persons eligible to vote at the General Meeting are registered Shareholders) is 6:00 pm on 24 June 2024.

Shareholders not attending the meeting in person and wishing to vote on the Resolution may do so through completion of a proxy form, which can be submitted to the Company's Registrar. Proxy forms should be completed and returned in accordance with the instructions thereon and the latest time for the receipt of proxy forms is 12 noon on 24 June 2024. Proxy votes can be also be submitted by CREST.

Forms of Proxy received later than the specified time will be invalid.

In order for instructions made using the CREST voting service to be valid, the appropriate CREST message (a "CREST Voting 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 (available via www.euroclear.com/CREST).

To be effective, the CREST Voting Instruction must be transmitted so as to be received by the Company's agent (Computershare Investor Service PLC) no later than 12 noon on 24 June 2024. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the CREST Voting Instruction by the CREST applications host) from which the Company's agent is able to retrieve the CREST Voting Instruction by enquiry to CREST in the manner prescribed by CREST.

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EXPECTED TIMETABLE OF PRINCIPAL EVENTS

		2024
Publication of this document and of the posting of this document	10	June
and Forms of Proxy
Latest time and date for receipt of completed Forms of	12 noon on 24 June
Proxy and receipt of electronic proxy appointments via
CREST
Voting Record Date	6:00 p.m. on 24 June
General Meeting
Results of the General Meeting expected to be announced	26	June
through a Regulatory Information Service
Expected date for Admission and commencement of dealings in	8:00 a.m. on 28 June
the Merger Shares
Expected date on which CREST accounts to be credited with	28	June
Merger Shares in uncertificated form
Expected date for despatch of definitive share certificates in
respect of Merger Shares to be issued in certificated form
Expected completion of the Proposed Merger	By 28	June
Posting of certificates for Merger Shares to be held in certificated	By 11 July
form

Note:

1. Each of the above times and/or dates is subject to change at the absolute discretion of the Company and Beaumont Cornish. If any of the above times and/or dates should change, the revised times and/or dates will be announced through a Regulatory Information Service.
2. All times are stated in BST.
3. Admission and the commencement of dealings in the Merger Shares on AIM are conditional on, inter alia, the passing of the Resolution at the General Meeting.

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MERGER STATISTICS

Number of Existing Ordinary Shares in issue on the Latest	1,146,363,330
Practicable Date
Number of Merger Shares to be issued pursuant to the MIA	687,817,998
Enlarged Issued Share Capital following issue of the Merger	1,834,181,328
Shares
Percentage of the Enlarged Issued Share Capital	37.5%
represented by the Merger Shares
ISIN for Existing Ordinary Shares and, following Admission,	GB00BO85SD50
the Merger Shares
LEI	213800LVVYZGZY21LH22

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DIRECTORS, SECRETARY AND ADVISERS

Directors

Registered Office

Website

Nominated Advisor

Joint Brokers

Legal adviser as to English Law

Legal adviser as to Australian law

Legal Adviser as to BVI law

Michael de Villiers (Chairman and Company Secretary) Dr. Ahmet Kerim Sener (Managing Director)

William Payne (Non-Executive Director and Chief Financial Officer)

Chris Sangster (Non-Executive Director)

2nd Floor, Regis House

45 King William Street

London

EC4R 9AN

United Kingdom

http://www.arianaresources.com

Beaumont Cornish Limited

Building 3

566 Chiswick High Road

London,

W4 5YA

United Kingdom

Panmure Gordon (UK) Limited

40 Gracechurch Street

London

EC3V 0BT

United Kingdom

and

WH Ireland Limited

24 Martin Lane

London

EC4R 0DR

United Kingdom

Gowling WLG (UK) LLP

4 More London Riverside

London, SE1 2AU

United Kingdom

Steinepreis Paganin

Level 4, the Read Buildings

16 Milligan Street

Perth

WA 6000

Australia

Maples Group

Ritter House

Road Town

Tortola

VG1110

British Virgin Islands

7

Auditor	PKF Littlejohn LLP
	15 Westferry Circus
	London
	E14 4HD
	United Kingdom
Registrar	Computershare Investor Services PLC
	The Pavilions
	Bridgwater Road Bristol
	BS99 6AH
	United Kingdom

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PART 1

LETTER FROM THE CHAIRMAN

ARIANA RESOURCES PLC

("The Company")

(Incorporated and registered in England and Wales with registered number 04509494)

Directors	Registered Office
Michael John de Villiers (Chairman and Company Secretary)	2nd Floor, Regis House
Dr. Ahmet Kerim Sener (Managing Director)	45 King William Street
William James Benedict Payne (Non-Executive Director and Chief	London
Financial Officer)	EC4R 9AN
Chris Sangster (Non-Executive Director)	United Kingdom

10 June 2024

To holders of Ordinary Shares of 0.1 pence each in the capital of the Company (Ordinary Shares) and, for information purposes only, to the holders of the Deferred Shares and of options to subscribe for Ordinary Shares.

Dear Shareholder,

Acquisition by Merger with Rockover Holdings Limited

Notice of General Meeting

1. INTRODUCTION

It was announced on 25 April 2024 that the Company had entered into a conditional Merger Implementation Agreement to effect an all-share merger of the Company and Rockover Holdings Limited, based on a merger ratio in the enlarged entity of 62.5% Ariana existing shareholders and 37.5% Rockover existing shareholders (other than the 2.1% Ariana currently holds in Rockover through its subsidiary, Asgard); the continuing company will continue to be known as Ariana Resources Plc. Based on the merger ratio, the Company will issue 687,817,998 new Ordinary Shares (being the Merger Shares) to acquire the Rockover Shares not already owned by Asgard. The Merger enables the acquisition of 100% of the Dokwe Gold Project (the Dokwe Project) in the Republic of Zimbabwe.

The purpose of this document is to inter alia provide Shareholders with information regarding the Merger, to explain why the Directors consider the Merger to be in the best interests of the Company and its Shareholders as a whole, to convene a General Meeting at which the Resolution seeking Shareholder authority for the issue of the Merger Shares will be put to Shareholders and to explain why the Directors unanimously recommend that you vote in favour of the Resolution. If the Resolution is not passed, the Company will be unable to issue the Merger Shares and the Merger will not take place.

Further information about the Merger and the Company's current trading and prospects is set out below.

You will find set out at the end of this document the Notice of the General Meeting to be held at 12 noon on 26 June 2024 at the East India Club, 16 St James's Square, London SW1 4LH, at which the Resolution will be proposed as an ordinary resolution.

2. BACKGROUND TO, AND RATIONALE FOR THE MERGER

The Company considers the Merger as a significant opportunity to acquire 100 per cent. of a major new gold development project which will see the Company expanding beyond its well-established

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Turkish operations, which are now owned through a minority position (23.5 per cent.) in a Turkish associate.

Rockover owns 100 per cent. of the c.1.3Moz Dokwe Project and the planned addition of the Dokwe Project to the Group's portfolio as a wholly-owned asset marks a substantial step toward its stated aim of establishing a global resource base of approximately 5Moz by 2025*. This transaction, based on a substantially derisked, feasibility-stage project, which contains >95 per cent. of its JORC Compliant Mineral Resources in the Measured and Indicated categories aligns closely with the Company's strategic objectives. Furthermore, the acquisition metrics of the Dokwe Project are very similar to the Group's historic discovery cost, demonstrating that the Dokwe Project represents, in the opinion of the Directors, an excellent value proposition.

As part of the proposed Merger, the Board is pleased to announce the planned addition of two highly experienced Zimbabwe-based directors from the Rockover team, Nick Graham and Andrew du Toit, to the enlarged company board, bringing with them valuable in-country and project expertise and ensuring continuity.

Based on a Pre-Feasibility Study completed for the Dokwe Project in 2022, the Company anticipates advancing the Dokwe Project towards construction within the next three years, at a proposed annual production rate of 60,000oz thereby increasing to potentially 100,000oz of gold over approximately ten years based on current Resources and Reserves.

Ariana's team's technical due-diligence of the Project has been underway for over a year, with the initial site visit conducted in July 2023 and detailed in-country work in progress from November 2023 following the commencement of a due-diligence diamond drilling programme. On 6 June 2024, Ariana announced that following completion of its technical assessment of the due diligence drilling programme of the Dokwe Gold Project it had been able to both confirm historical drilling results, the distribution and nature of gold mineralisation within the Dokwe North and Central deposits and their geological controls, including new insights into the structural controls on mineralisation and that it is now in the closing stages of its technical programme, with work on the revised Mineral Resource Estimate for both Dokwe North and Dokwe Central now nearing completion.

The Board's confidence in the Dokwe Project has developed in parallel with the positive jurisdictional improvements witnessed in Zimbabwe since late 2017, particularly the dollarisation of their economy, support of a government which recognises the value of its mining industry (accounting for 12% of a GDP of c.US$30 billion) and which encourages foreign investment in the sector for the benefit of its people. The government of Zimbabwe is also looking specifically to its gold mining sector to enhance gold production in order to provide further financial backing to the new currency, Zimbabwe Gold (ZiG), which was introduced in April 2024.

Over the past two decades, the Group has demonstrated a substantial track record of success in the exploration and development of gold mining operations and the Board is highly encouraged by the significant value-accretive opportunity presented to the Group by the Dokwe Project. Strategically, the Company looks forward to developing the collaboration with existing partners to advance the Dokwe Project with an aim for it to become one of the largest modern gold mines in Zimbabwe, as the Board continue to build the Group into a mid-tier gold producer.

As part of this strategy, the Company is also planning to dual-list on the Australian Securities Exchange (ASX) during the second half of 2024, which would broaden its institutional investor base and tap into a significantly mining-orientated market, enhancing its market visibility. It is the intention of the Company to commence a feasibility study on the Dokwe Project between completion of the Merger and listing on the ASX.

Application will be made to the London Stock Exchange plc for the admission of the Merger Shares to trading on AIM. Admission is expected to occur and dealings are expected to commence in the Merger Shares at 8.00 a.m. on 28 June 2024.

• Total resources discovered irrespective of percentage of ownership in subsidiary or associate companies across the Group.

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