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Ariana Resources provides update on proposed joint venture

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Global Mining Review,

Ariana Resources plc, the AIM-listed exploration and development company operating in Europe, has announced an update on its proposed new joint venture (JV) with Özaltin Holding A.S., via its subsidiary, Özaltin Insaat, Ticaret and Sanayi A.S. (collectively Özaltin) and with Proccea Construction Co. (collectively the parties). Özaltin will be acquiring 53% of both the Salinbas Project and the existing Zenit Madencilik San. ve Tic. A.S. JV which is currently owned by Ariana in a 50:50 partnership with Proccea.


  • Proposed new joint venture with Özaltin by way of a partial disposal of the interests of the company in Zenit and Salinbas in exchange for US$30 million in cash (the transaction or the JV).
  • The parties are at an advanced stage of finalising the proposed definitive joint venture agreements governing the transaction.
  • The transaction terms remain substantially the same as those summarised in the announcement of 25 November 2019, but contain certain structural changes.
  • Agreements concerning both Zenit and Salinbas will be completed concurrently, such that Özaltin will own 53% of Zenit and of Salinbas from the outset, with Proccea acquiring its stake of 23.5% in Salinbas from Ariana for US$5.75 million cash.
  • Ariana intends to distribute a circular to Shareholders to convene a General Meeting seeking approval for the transaction during October.
  • Subject to a capital reorganisation, court and shareholder approval, and the authorisation of a distribution of an intercompany dividend from Turkey, the company aims to pay a special dividend to shareholders amounting to approximately 50% of net proceeds after costs and tax, on completion of the transaction.

Dr Kerim Sener, Managing Director, commented: "Over the past few months Ozaltin, Proccea and Ariana have been working towards preparing the required agreements in order for the proposed Joint Venture to proceed. Following the formal commitment by Ozaltin to finalise the definitive agreements in July, the parties have completed final and mutual legal and corporate due diligence. In addition, certain corporate and other structural changes have now been finalised, which enable the deal to be completed, having secured preliminary government approvals in Turkey.

"We would like to take this opportunity to thank Proccea for their introduction to, and significant involvement in working with, Ozaltin to complete the necessary steps in order to conclude this transaction. We are also expecting that Proccea will continue to be actively involved in developing the Salinbas Project, and that they will continue to act in our interests in the context of the expanded JV."

Current developments

  • Pontid Madencilik San. ve Tic. Ltd. (owner of Salinbas) has been converted to the joint stock company, Pontid Madencilik San. ve Tic. A.S., ahead of the completion of the transaction.
  • Licences owned by Pontid have been reissued by the General Directorate of Mining and Petroleum Affairs (GDMPA) to reflect the new name and type of company.
  • Approvals have been sought and received from the GDMPA regarding the change of ownership of the Zenit licences and are in the process of being sought for Pontid following the change of company type.
  • Approvals for the completion of the transaction have also been sought and received from the bankers to Zenit and consent is being sought from the Competition Authority in Turkey to ensure the transaction can proceed.

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