Ariana Resources plc (AIM:AAU) agreed to acquire 97.9% stake in Rockover Holdings Limited on April 24, 2024. The full consideration for the acquisition will be satisfied by issuance of the Merger Shares by Ariana to the RHL Shareholders (other than to Asgard). It is expected that 687,817,998 Merger Shares will be issued, which at Ariana's closing price of £0.02825 on 24 April 2024, being the last closing price before publication of this announcement, would value the transaction at £19,430,858.

Ariana has entered into a conditional Merger Implementation Agreement ("MIA") to effect an all-share merger of Ariana and Rockover, based on a merger ratio in the enlarged entity of 62.5% Ariana existing shareholders and 37.5% Rockover existing shareholders. Prior to the transaction, Ariana through its wholly-owned subsidiary AsgardMetals Pty. Ltd. currently holds circa 2.1% in Rockover.

The transaction is subject is approval of the shareholders of each of Ariana and Rockover, admission to AIM of the Merger Shares, Ariana receiving Rockover's audited consolidated financial statements for the financial year ended 31 December 2023, Rockover receiving Ariana's audited consolidated financial statements for the financial year ended 31 December 2023, completion of due diligence by both Ariana and Rockover, To the extent that Rockover has received notices from Dissenting Shareholders pursuant to, and in accordance with the time frame prescribed by, Section 179(5) of the BVI Companies Act, Dissenting Shareholders representing less than 5% of the Rockover Shares in issue and delivery of signed agreements in relation to the lock-in arrangements from the larger Rockover Shareholders. The transaction is expected to close on June 21, 2024. Roland Cornish and Felicity Geidt of Beaumont Cornish Limited acted as Nominated Adviser to Ariana Resources.