Serabi Gold plc Miscellaneous
15 August 2016 - 4:00PM
UK Regulatory
TIDMSRB
For immediate release
15 August 2016
Serabi Gold Plc
("Serabi" or the "Company")
Notice of Exercise of Conversion Rights over US$2 million Convertible
Loan
Serabi Gold plc (AIM:SRB, TSX:SBI), the Brazilian focused gold mining
and development company, announces that Fratelli Investments Limited
("Fratelli"), the Company's major shareholder, has exercised its right
to convert its outstanding US$2 million convertible loan (the "Loan")
into ordinary shares of 0.5 pence each in the Company ("Ordinary
Shares").
Under the terms of the Loan (as announced on 31 December 2015) Fratelli
had the right to convert the Loan into new Ordinary Shares of Serabi
(the "New Ordinary Shares") at a price of 3.6 pence per New Ordinary
Share. Accordingly, the Board has resolved to issue to Fratelli
42,312,568 New Ordinary Shares which will, when issued, rank pari passu
in all respects with the existing Ordinary Shares. Application will be
made to AIM and to the TSX for the New Ordinary Shares to be admitted to
trading, which is expected to occur on AIM on or about 19 August 2016.
Immediately following the exercise of these conversion rights, Fratelli
will be interested in 386,375,734 Ordinary Shares, representing 55.30%
of the enlarged issued share capital.
Mike Hodgson, CEO said:
"Fratelli continues to be a very strong supporter of the Company.
Fratelli made this loan available at the end of last year when in common
with all gold producers, the Company was being faced with a sustained
period of a falling gold price, and continuing commitments to increase
the throughput capacity of the process plant as well as development
expenditure to bring the Sao Chico Mine into full production.
"Whilst we have always planned our cash flow to ensure we had funds
available to repay this loan in 2017, with our existing loan from Sprott
Resource Lending expected to be repaid by the end of 2016 and with this
convertible loan obligation now also settled, we will be entering 2017
as a Company free of any long term borrowing and able to apply our cash
flow to growth and building value."
Concert Party Interests
Immediately following the issue of New Ordinary Shares, Fratelli's, and
the other members of the Concert Party (as defined in the circular to
shareholders dated 28 January 2014), interest in the Company (and
assuming full conversion of all existing options held by members of the
Concert Party) will be as follows:
Interest in
Interest in the Diluted
Enlarged Exercise Enlarged
Ordinary of Ordinary
Concert Party Share Percentage of Enlarged Ordinary Share Capital (Note existing Share Percentage of the Diluted Enlarged Ordinary Share
Member Capital 1) options Capital Capital (Note 2)
Fratelli
Investments
Limited 389,375,734 55.30% - 386,375,734 55.06%
Piero Solari
Donaggio - - - - -
Sandro Solari
Donaggio - - - - -
Carlo Solari
Donaggio - - - - -
Nicolas
Bañados 22,443,947 3.21% 3,200,000 25,643,947 3.65%
Jorge
Arancibia
Pascal 767,370 0.11% - 767,370 0.11%
Total 409,587,051 58.62% 3,200,000 412,787,051 58.83%
Note 1 The Enlarged Ordinary Share Capital comprises the
existing Ordinary Shares and the New Ordinary Shares.
Note 2 The Diluted Enlarged Ordinary Share Capital comprises
the Enlarged Ordinary Share Capital and the new Ordinary
Shares to be issued assuming the exercise by the Concert
Party of its entire holding of options.
Total Voting Rights
Following the issue of the New Ordinary Shares, the Company's issued
share capital will consist of 698,701,772 Ordinary Shares, with voting
rights. This figure may be used by shareholders in the Company as the
denominator for the calculation by which they will determine if they are
required to notify their interest in, or a change to their interest in,
the share capital of the Company under the Financial Conduct Authority's
Disclosure and Transparency Rules.
This announcement is inside information for the purposes of Article 7 of
Regulation 596/2014.
Enquiries:
Serabi Gold plc
Michael Hodgson Tel: +44 (0)20 7246 6830
Chief Executive Mobile: +44 (0)7799 473621
Clive Line Tel: +44 (0)20 7246 6830
Finance Director Mobile: +44 (0)7710 151692
Email: contact@serabigold.com
Website: www.serabigold.com
Beaumont Cornish Limited
Nominated Adviser
Roland Cornish Tel: +44 (0)20 7628 3396
Michael Cornish Tel: +44 (0)20 7628 3396
Peel Hunt LLP
UK Broker
Matthew Armitt Tel: +44 (0)20 7418 9000
Ross Allister Tel: +44 (0)20 7418 9000
Blythe Weigh Communications Ltd
Public Relations
Tim Blythe Tel: +44 (0)20 7138 3204
Camilla Horsfall Tel: +44 (0)20 7138 3224
Copies of this release are available from the Company's website at
www.serabigold.com.
Neither the Toronto Stock Exchange, nor any other securities regulatory
authority, has approved or disapproved of the contents of this news
release.
Qualified Persons Statement
The scientific and technical information contained within this
announcement has been reviewed and approved by Michael Hodgson, CEO of
the Company. Mr Hodgson is an Economic Geologist by training with over
25 years' experience in the mining industry. He holds a BSc (Hons)
Geology, University of London, a MSc Mining Geology, University of
Leicester and is a Fellow of the Institute of Materials, Minerals and
Mining and a Chartered Engineer of the Engineering Council of UK,
recognizing him as both a Qualified Person for the purposes of Canadian
National Instrument 43-101 and by the AIM Guidance Note on Mining and
Oil & Gas Companies dated June 2009.
Forward Looking Statements
This press release contains forward-looking statements. All statements,
other than of historical fact, that address activities, events or
developments that the Company believes, expects or anticipates will or
may occur in the future (including, without limitation, statements
regarding the estimation of mineral resources, exploration results,
potential mineralization, potential mineral resources and mineral
reserves) are forward-looking statements. Forward-looking statements are
often identifiable by the use of words such as "anticipate", "believe",
"plan", may", "could", "would", "might" or "will", "estimates", "expect",
"intend", "budget", "scheduled", "forecasts" and similar expressions or
variations (including negative variations) of such words and phrases.
Forward-looking statements are subject to a number of risks and
uncertainties, many of differ materially from those discussed in the
forward-looking statements. Factors that could cause actual results or
events to differ materially from current expectations include, among
other things, without limitation, failure to establish estimated mineral
resources, the possibility that future exploration results will not be
consistent with the Company's expectations, the price of gold or copper
and other risks identified in the Company's most recent annual
information form filed with the Canadian securities regulatory
authorities on SEDAR.com. Any forward-looking statement speaks only as
of the date on which it is made and, except as may be required by
applicable securities laws, the Company disclaims any intent or
obligation to update any forward-looking statement.
ENDS
This announcement is distributed by NASDAQ OMX Corporate Solutions on
behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the information
contained therein.
Source: Serabi Gold plc via Globenewswire
HUG#2035168
http://www.serabigold.com
(END) Dow Jones Newswires
August 15, 2016 02:00 ET (06:00 GMT)
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