Ariana Resources plc (AIM: AAU, ASX: AA2) has announced that the Victoria Falls Stock Exchange (VFEX) has approved its prospectus for a proposed secondary listing in Zimbabwe, accompanied by a private placement targeting between US$3.0 million and US$5.0 million. The fundraise will support a two-year exploration and development programme at the company's 100%-owned 1.6 million ounce Dokwe Gold Project in Matabeleland North, Zimbabwe. Zimbabwean investment manager Dendere Asset Management has committed as cornerstone investor, with trading on the VFEX expected to commence on 11 December 2026.

Key Points

  • Ariana Resources plc (AIM: AAU, ASX: AA2)
  • VFEX has approved Ariana's prospectus for a secondary listing in Zimbabwe, with a private placement of up to 221,343,874 new ordinary shares to raise between US$3.0 million and US$5.0 million
  • Dendere Asset Management has committed US$1.0 million as cornerstone investor at US$0.022 per share, with an option to subscribe for up to 57,142,857 further shares at US$0.035 per share; placement opens 11 November 2026 and closes 2 December 2026
  • Investors should watch for the allotment announcement expected 7 December 2026 and the commencement of VFEX trading on 11 December 2026

VFEX Secondary Listing Structure and Private Placement Terms for Ariana Resources

The private placement will issue up to 130,434,784 ordinary shares at US$0.023 per share to eligible institutional and qualifying retail investors in Zimbabwe, alongside up to 90,909,090 ordinary shares to be issued to Dendere at the cornerstone price of US$0.022 per share. The announcement states that no more than US$5.0 million will be raised in total. Shares issued will rank pari passu with Ariana's existing ordinary shares and will not create a new class of security. Following placement completion, the company will seek admission of its ordinary shares to the VFEX Official List by way of introduction, with settlement expected on 9 December 2026.

Dendere Asset Management Cornerstone Investment and Call Option in Dokwe Fundraise

Dendere Asset Management, licensed by the Securities and Exchange Commission of Zimbabwe, has entered into a Cornerstone Subscription Agreement to subscribe for 45,454,545 ordinary shares at US$0.022 each, representing an aggregate commitment of US$1.0 million. Dendere has also agreed to use its best endeavours to subscribe for up to a further US$1.0 million of ordinary shares if offered by the company. Upon completion of the cornerstone subscription, Dendere will receive a call option to subscribe for up to 57,142,857 ordinary shares at US$0.035 per share — a premium of approximately 59.1% to the cornerstone price — exercisable until twelve months after completion of the cornerstone subscription.

Dokwe Gold Project: 1.6Moz JORC Resource Underpins Zimbabwe Development Programme

The Dokwe Gold Project, held through wholly owned subsidiary Canister Resources (Private) Limited, comprises the Dokwe North and Dokwe Central deposits and carries a total JORC-compliant mineral resource estimate of approximately 1,598,000 ounces of gold across 62,467 thousand tonnes at an average grade of 0.80 grams per tonne. The project's pre-feasibility study, updated in May 2026, attributes a pre-tax NPV of US$1.056 billion. Net proceeds from the private placement are designated specifically for a two-year exploration and development programme, to run concurrently with the ongoing Definitive Feasibility Study, encompassing resource extension drilling and target generation across Zimbabwe.

Capital Structure Impact and Key Risks as Ariana Pursues VFEX Admission

As at the date of the VFEX prospectus, Ariana had 2,690,813,352 ordinary shares in issue. Following completion of the private placement and cornerstone subscription, the total could reach up to 2,912,157,226 ordinary shares, assuming the maximum US$5.0 million is raised and Tranche 2 is taken up in full. The placement will be issued using the company's existing ASX Listing Rule 7.1 placement capacity without shareholder approval. Investors should note that the cornerstone subscription is conditional on, among other matters, all required Zimbabwean exchange control approvals being obtained by 18 December 2026, and all stated timelines remain subject to change at the company's discretion.