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Ariana Resources announces update on proposed JV

Published by , Editor
Global Mining Review,

Ariana Resources plc, the AIM-listed exploration and development company operating in Europe, has announced further progress 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 JV with Özaltin and Proccea by way of a partial disposal of the interests of the company in Zenit and Salinbas in exchange for US$35.75 million in cash (the transaction or the JV).


  • The parties are undertaking an all-parties meeting on 30 October 2020 to finalise the terms of the definitive JV agreements governing the transaction.
  • The agreements will be conditional inter alia on Ariana shareholder approval, following the publication of a circular to shareholders and the satisfactory completion of a general meeting of the company. The transaction terms are anticipated to remain substantially the same as those summarised in the announcement of 25 November 2019, retaining certain structural changes, as detailed in the announcement of 29 September 2020.
  • In the announcement of 29 September 2020, Ariana stated that it intended to distribute a circular to shareholders to convene a general meeting seeking approval for the transaction during October. As described above, the transaction is progressing but it is now anticipated that the circular will be distributed when considered appropriate to do so.

Dr Kerim Sener, Managing Director, commented: "We are a further step closer to the completion of the agreements governing our proposed new JV in Turkey. Almost all of the necessary government approvals in Turkey have now been received, with only two important outstanding processes remaining, notably the application to the Competition Authority. At this time, we are expecting that these processes, which are conditions precedent to the transaction, will conclude following the signing of the joint venture agreements.

"There is no doubt that current circumstances, particularly travel restrictions and general uncertainty, have introduced limiting factors on our ability to conclude the agreements during the year. However, the parties have remained focused on taking methodical and measured steps towards the completion of the agreements and we are collectively looking forward to finalising this process as soon as possible."

Current developments and conditions precedent to completion include:

  • Circular for distribution to Ariana shareholders under preparation and awaiting the finalisation of the definitive JV agreements.
  • Approvals are being sought from the General Directorate of Mining and Petroleum Affairs regarding the expected change of ownership of the Salinbas licences following completion of the transaction.
  • Formal application has been prepared for submission to the Competition Authority in Turkey, seeking approval for the transaction.
  • Relevant Powers of Attorney are under preparation for the completion of the agreements in Turkey by the representatives of the company.
  • Environmental impact assessment scoping study on Salinbas recently completed by SRK Consulting.

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