Fratelli Investments Limited Files Early Warning Report
19 August 2016 - 10:00PM
On 30 December 2015 Fratelli Investments Limited ( “Fratelli
Investments”) agreed to provide to Serabi Gold plc (the
“Corporation”), an interim unsecured short term working
capital convertible loan facility of up to US$5 million (the
“Facility”). The Facility was for a period expiring on January 31,
2017 and for a maximum of US$5 million. The Facility was
available to be drawn-down in up to three separate instalments of
an initial US$2 million and two further installments of US$1.5
million each. The Facility was available to be used at any
time up to 30 June 2016. Interest was chargeable at the rate
of 12% per annum. There was no prepayment penalty or arrangement
fee.
On January 5, 2016, the Corporation announced
that it had made an initial drawdown of US$2.0 million (the
“Loan”). The Corporation made no further draw-downs prior to 30
June 2016.
The first US$2 million of the Facility was
convertible at the election of Fratelli Investments into new Serabi
Ordinary Shares (“Shares”) at an exercise price of 3.6 pence per
new Share at any time.
On August 12, 2016, Fratelli Investments served
a notice of conversion upon the Corporation and in accordance with
the terms of the Loan, the Corporation allotted to Fratelli
Investments 42,312,568 new Shares, which rank pari passu in all
respects with the existing Shares. The Shares were acquired at a
conversion price of UK£0.036 or C$0.06026 (Bank of Canada noon rate
on August 12, 2016 UK£1.00 = C$1.6740) per Share for aggregate
consideration of approximately C$2,549,924 (US$2,000,000).
Prior to the transaction, Fratelli Investments
owned or exercised control or direction over, 344,163,166 Shares,
representing approximately 52.42% of the issued and outstanding
Shares on a non-diluted basis. Immediately following the exercise
of its conversion rights and following the allotment of the new
Shares, Fratelli Investments owned or exercised control or
direction over, 386,375,734 Shares, representing approximately
55.30% of the enlarged issued share capital on a non-diluted
basis.
Immediately following the exercise of its
conversion rights and following the allotment of the new Shares,
Fratelli Investments has become interested in 386,375,734 Ordinary
Shares, representing 55.30% of the enlarged issued share
capital.
In this press release, for the purpose of
calculating the percentage of Shares owned, Fratelli Investments
has assumed that there are 698,701,772 Shares issued and
outstanding as of the date hereof, as reported by the Corporation
on its website as at August 17, 2016.
The acquisition was made solely for investment
purposes. Fratelli Investments may, depending on various factors
including, without limitation, market and other conditions,
increase or decrease its beneficial ownership, control or direction
over Shares or other securities of the Corporation, through market
transactions, private agreements, treasury issuances, exercises of
convertible securities or otherwise.
This press release is issued pursuant to
National Instrument 62-103 – The Early Warning System and Related
Take-Over Bid and Insider Reporting Issues, which also requires a
report to be filed with regulatory authorities in each of the
jurisdictions in which the Corporation is a reporting issuer
containing information with respect to the foregoing matters (the
“Early Warning Report”). A copy of the Early Warning Report will
appear with the Corporation’s documents on the System for
Electronic Document Analysis and Retrieval and may also be obtained
by contacting Nicolas Banados, the MD Private Equity of Fratelli
Investments at +56 2577 3600.
Fratelli Investments Limited
Victoria Place
31 Victoria Street
Hamilton HM 10
Bermuda
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