Ariana Resources Secures A$8 Million Strategic Investment from Xinhai for Dokwe Gold Project

Ariana Resources brings in Xinhai with A$8 million now and a path to DFS at Dokwe

Ariana Resources has signed a binding definitive agreement with Hongkong Xinhai Mining Services Ltd. to inject A$8.0 million immediately and help drive the Dokwe Gold Project in Zimbabwe through metallurgical work and a Definitive Feasibility Study (DFS). The deal blends cash, services-for-equity, options and board representation – with Ariana retaining management of the DFS.

For retail investors, the headline is simple: fresh capital in the door, a capable partner aligned via equity, and a clear work programme to move Dokwe up the value curve.

What exactly Ariana announced today

The agreement provides:

• A$8.0 million in cash via CHESS Depositary Interests (CDIs) at A$0.30 per CDI, inclusive of a non-refundable A$500,000 signing fee already received.
• Metallurgical Sampling and Testwork (MST) services worth A$1.0 million and a DFS programme valued at up to A$2.0 million – both to be settled in new CDIs at the same A$0.30 issue price, subject to shareholder approvals.
• Up to 18,333,333 CDI options for Xinhai (1 option per 2 CDIs issued) exercisable at A$0.50 until 31 December 2027, subject to shareholder approval.
• A Xinhai nominee to join the Ariana board after customary checks; the initial nominee is Mr John Zhang.

CDIs are ASX instruments that represent interests in Ariana’s underlying ordinary shares.

Key deal terms at a glance

Item	Detail
Total potential investment	Up to A$11,000,000 (inclusive of signing fee)
Issue price	A$0.30 per CDI
Tranche 1 (cash)	A$8,000,000 for 26,666,667 CDIs, within ASX LR 7.1 capacity
Tranche 2 (MST services)	A$1,000,000 for 3,333,333 CDIs, subject to shareholder approvals
Tranche 3 (DFS services)	Up to A$2,000,000 for up to 6,666,667 CDIs, subject to shareholder approvals
Options to Xinhai	Up to 18,333,333 CDI options at A$0.50, expiring 31 December 2027
Board representation	One Xinhai nominee on completion of Tranche 1 conditions
Use of Tranche 1 funds	General working capital at Ariana’s discretion
Adviser fees (Tranche 1)	2% cash to Shaw and Partners; 4% to Hongmen via 1,066,667 CDIs and 533,333 CDI options (GST in cash)
Admission timing	Admission of new ordinary shares expected on or around 30 December 2025
Enlarged share capital	2,615,711,381 ordinary shares post Admission
Xinhai stake post Tranche 1	10.19% (undiluted), including fee shares

How the tranches and new shares work

Tranche 1 is straightforward: A$8.0 million cash for 26,666,667 CDIs at A$0.30. To create those CDIs, Ariana will issue 266,666,670 new ordinary shares for Admission to AIM. A further 10,666,670 new ordinary shares will be created for the 1,066,667 CDIs due to Hongmen as the selling fee.

On Admission of these “Tranche 1 Shares” and “Fee Shares”, Ariana’s total ordinary shares rise to 2,615,711,381. That means 277,333,340 new shares are being added, representing about 10.6% of the enlarged share capital. Based on this, Xinhai will hold CDIs representing 10.19% of Ariana on an undiluted basis after Tranche 1 completes.

Why this matters for Dokwe and for investors

Dokwe now has funding and a capable contractor aligned to deliver the next value milestones. The MST will firm up processing flowsheets, recoveries and reagent regimes – the nuts and bolts that determine operating costs. The DFS, managed by Ariana, should convert studies into a build-ready plan with capital and operating estimates.

Xinhai is not a passive cheque. It brings an integrated EPC+M+O model and a track record in Zimbabwe, including a 2 Mtpa lithium beneficiation plant delivered in 364 days, and a fully owned gold processing plant in Gweru expected to start up in January 2026. That on-the-ground footprint could help de-risk execution in-country.

The trade-offs: dilution, options and approvals

• Immediate dilution: 277.3 million new ordinary shares are being issued for Tranche 1 and the fee shares, taking the register