Serabi Gold plc Notice Of Annual General Meeting
21 May 2020 - 8:00PM
UK Regulatory
TIDMSRB
For immediate release
21 May 2020
Serabi Gold plc
("Serabi" or the "Company")
Notice of Annual General Meeting and proposed Board changes
The Company announces that its Annual General Meeting will be held on
Tuesday 16 June 2020, at the offices of Farrer & Co. LLP, 20/23
Lincoln's Inn Fields London WC2A 3LH England at 2.00 pm (BST). The
Company has published the formal notice of the meeting (the "Notice") on
its website which can be accessed using the following link
https://bit.ly/2y6uTxP. Proxy voting forms are being posted to all
shareholders providing details of how to access the Notice and
instructions for voting. A copy of the Notice together with proxy
voting forms and a copy of the 2019 Annual Report is being posted to all
shareholders who are required to receive or have formally requested to
receive these documents.
Copies of the 2019 Annual Report are available from the Company's
website at www.serabigold.com.
The Notice contains a letter from the Chairman of the Company, Mr Mel
Williams, which is set out below in Appendix 1.
Changes to the format of the AGM
At the current time mandatory measures to reduce the transmission of
COVID-19 remain in place. These mandatory measures continue to prohibit,
amongst other things, individuals engaging in non-essential travel and
public gatherings of people save where the gathering is essential for
work purposes (the "Stay at Home Measures").
Whilst the Company remains legally required to hold its AGM, the Stay at
Home Measures, if still in place at the time of the Meeting, will
significantly restrict the Company's ability to follow the normal AGM
format. In order to ensure that shareholders can comply with the Stay
at Home Measures, if these measures are still in place at the time of
the Meeting, the Board has concluded that shareholders should not plan
to attend the Meeting in person.
It is currently intended that the Meeting will be held with only the
minimum number of shareholders present as required to form a quorum
under the Company's articles of association, and who are essential for
the business of the Meeting to be conducted. These attendees will be
officers or employees of the Group. The results of the votes on the
proposed resolutions will be announced in the normal way as soon as
practicable after the conclusion of the Meeting.
Having regard to their own safety and that of others, the Board
respectfully requests that shareholders comply with the Stay at Home
Measures and do not make plans to attend the Meeting. To ensure the
safety of the limited number of people whose attendance at the AGM is
essential, we will not be able to allow any other shareholders to gain
access to the Meeting on the day.
To ensure that shareholders' votes are counted, the Board strongly
encourages all shareholders to exercise their right to vote by
appointing the Chairman of the Meeting as their proxy to vote at the
Meeting on their behalf, in accordance with their instructions.
Shareholders should not appoint any person other than the Chairman of
the Meeting to act as their proxy, as that person will not be granted
access to the Meeting on the day and their appointing shareholder's
votes will not be able to be counted
Proposed changes to the Board
As set out in the Notice, Mr Mel Williams, Chair of the Board, has
announced his intention to step down from the Board at the AGM. Mr
Nicolas Bañados, an existing Non-executive Director, will take over
the role as Non-executive Chairman.
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
Ross Allister Tel: +44 (0)20 7418 9000
Copies of this announcement 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
announcement.
Appendix 1
The letter from the Chairman of the Company included in the Notice is
reproduced below (without material adjustment or amendment):
"Dear Shareholder
This document provides the formal notice (the "Notice") of the 2020
Annual General Meeting and Special Meeting ("AGM") of the Company to be
held at the offices of Farrer & Co LLP, 66 Lincoln's Inn Fields, London
WC2A 3LH, England on 16 June 2020 at 2.00pm (London time) (the
"Meeting"). This document also includes additional information that the
Company as a "reporting issuer" in Canada is required to make available
pursuant to the requirements of National Instrument 51-102 -- Continuous
Disclosure Obligations ("NI 51-102") of the Canadian Securities
Administrators.
Changes to the format of our AGM
The Board continues to closely monitor developments in relation to the
COVID-19 pandemic and the health and wellbeing of the Company's
shareholders and employees continue to remain of paramount importance.
At the time of this Notice being issued mandatory measures to reduce the
transmission of COVID-19 remain in place. These mandatory measures
continue to prohibit, amongst other things, individuals engaging in
non-essential travel and public gatherings of people save where the
gathering is essential for work purposes (the "Stay at Home Measures").
Whilst the Company remains legally required to hold its AGM, the Stay at
Home Measures, if still in place at the time of the Meeting, will
significantly restrict the Company's ability to follow the normal AGM
format. In order to ensure that shareholders can comply with the Stay
at Home Measures, if these measures are still in place at the time of
the Meeting, the Board has concluded that shareholders should not plan
to attend the Meeting in person.
It is currently intended that the Meeting will be held with only the
minimum number of shareholders present as required to form a quorum
under the Company's articles of association, and who are essential for
the business of the Meeting to be conducted. These attendees will be
officers or employees of the Group. The results of the votes on the
proposed resolutions will be announced in the normal way as soon as
practicable after the conclusion of the Meeting.
Having regard to their own safety and that of others, the Board
respectfully requests that shareholders comply with the Stay at Home
Measures and do not make plans to attend the Meeting. To ensure the
safety of the limited number of people whose attendance at the AGM is
essential, we will not be able to allow any other shareholders to gain
access to the Meeting on the day.
To ensure that shareholders' votes are counted, the Board strongly
encourages all shareholders to exercise their right to vote by
appointing the Chairman of the Meeting as their proxy to vote at the
Meeting on their behalf, in accordance with their instructions.
Shareholders should not appoint any person other than the Chairman of
the Meeting to act as their proxy, as that person will not be granted
access to the Meeting on the day and their appointing shareholder's
votes will not be able to be counted.
Shareholders are encouraged to submit their proxy forms or voting
instructions online following the details set out in the Proxy
Instructions that accompanies this Circular. Alternatively,
shareholders can return their proxy forms or voting instructions by post
following the instructions provided in this Circular. Proxy
appointments or voting instructions should be received as soon as
possible and must be received by no later than 2:00 pm (BST) on 12 June
2020 in order to be valid.
Despite these necessary changes to the format of the AGM, the Board
wants to ensure that shareholders have an opportunity to engage with the
Company and the Board. Shareholders are encouraged to submit questions
in advance of the Meeting, by emailing AGM2020@serabigold.com
https://www.globenewswire.com/Tracker?data=xkegOgSc1VhRz4hjacLyrBljBTtzL2EV9dnDmo1cBx6Ohuu-JnSsOiFAbgrm2q2o3kqSM0OzxP8d-P9qkTGe_jXOLEHuzeWkfmDCBt3o-vk=
and including "AGM 2020" in the subject line. We will endeavour to
answer these questions through a news release to be issued at the time
of the AGM. It is not the intention at this time to arrange a formal
Q&A webinar to coincide with the AGM but the Board will keep this option
under review.
If, before the date of the Meeting, the Stay at Home Measures are lifted
so as to permit public gatherings, the Board will provide a further
update to shareholders in respect of the proposed format of the Meeting
and whether or not shareholders should plan to attend the Meeting in
person. The Board considers it to be unlikely that the Stay at Home
Measures will be lifted sufficiently to permit the AGM to be conducted
in its normal format this year, but is keeping all eventualities under
review and will communicate any updates to the shareholders before the
date of the Meeting.
The Board wishes to thank the shareholders for their patience and
understanding at this challenging time. We look forward to engaging with
our shareholders in more positive circumstances in the future, once it
is safe to do so.
Background
The matters being considered at the 2020 Annual General Meeting and
Special Meeting set out in the Notice are, for the most part, items that
are routinely considered at such meetings.
Whilst in 2019, the Company made some significant progress towards its
ambition of becoming a 100,0000 ounce per year gold producer, the
uncertainties caused by the recent COVID-19 global pandemic has meant
that the Board has been required to take decisions to protect the
business in the short term by temporarily suspending exploration and
significant capital investment until the outlook becomes a little
clearer.
2019 did see record levels of gold production and profitability and with
the successful commissioning of the ore-sorter in the first two months
of 2020, the Board was anticipating a further 12 to 13 per cent increase
in gold production for the year. The short term need to protect the
health and welfare of our employees is, however, our priority, and for
this reason we immediately minimised the movement of personnel and
contractors into the mine site and accommodation and are operating with
a slightly smaller than normal contingent of staff at site to improve
safety and social distancing. The workforce is showing huge flexibility
in supporting the business with many workers willing to stay at site and
abandon normal rotation, thereby reducing risk to themselves and
families. With our location and this attitude we are very optimistic we
can continue with minimal interruption to our business, and ensure that
we emerge in a relatively strong position once restrictions are lifted
and resume our development and exploration plans as quickly as possible
thereafter.
Notwithstanding the current issues I still have strong hopes for the
year. The Company is in a relatively strong position financially, we
will have settled the loan with Sprott by the end of June and have
reached a good arrangement which will allow us to settle the final
payment due for Coringa.
We continue to enjoy the strong support of our major shareholder groups,
Fratelli Investment and Greenstone Resources. The delay with Coringa
did have a consequence for the Group's financing plans in 2019 and, in
particular, the settlement of the final US$12 million acquisition
payment that was owed for the purchase of Coringa. It made little sense
to spend significant sums on this project until the final deferred
consideration was paid in full and we had expected that this final
settlement payment would form part of the development finance package
required to build the project. We are extremely grateful for the
display of confidence and support of Greenstone Resources in undertaking
to subscribe for US$12 million of Convertible Loan Notes. With the
current world uncertainties, we have agreed with Greenstone to draw this
funding down in instalments until such time as both parties are
satisfied that longer term operational plans can be resumed, and the
transaction, as originally envisaged, completed.
Once the current crisis abates, the plans and opportunities moving
forward are very exciting and would see the achievement of further
record levels of gold production, completion of the necessary permitting
and licensing of Coringa and hopefully the enhancement of the potential
for Sao Chico which will provide, I hope, an opportunity for our future
production growth target of 100,000 ounces per annum. I am anticipating
that there will now be some unavoidable delays in reaching these goals,
but I know that our team will be working hard to achieve them as rapidly
as is feasible. I am sure that out of the current difficulties that the
world is facing, opportunities will present themselves and assuming that
Serabi emerges in a relatively strong position the Board remains keen to
look at those opportunities where Serabi's management can add value and
enhance a project for the benefit of Serabi's shareholders. It is for
this reason that the Company is requesting Shareholders to authorise the
Board to issue new shares to allow the Company to pursue and commit to
these opportunities quickly as and when they arise.
Recommendation
The Directors consider that the resolutions set out in the Notice being
put to the Annual General Meeting and Special Meeting are in the best
interests of the Company and its Shareholders and are most likely to
promote the success of the Company for the benefit of the Shareholders
as a whole.
Accordingly, the Directors unanimously recommend that Shareholders vote
in favour of the proposed resolutions, as they intend to do in respect
of their own holdings, where relevant, amounting to an aggregate of
1,262,345 Ordinary Shares, representing approximately 2.14 per cent of
the Company's Ordinary Shares in issue as of the date of this Circular.
After nine years serving as a Director of Serabi and for the last three
years as Chairman, I have taken the decision to step down from the Board
at the Annual General Meeting. The Board has elected Nicolas
Bañados to take over as Chairman. In April 2020, Felipe Swett also
stood down from the board having served for almost six years as a
Director and Luis Azevedo has been appointed in his place. I extend my
thanks to Felipe for all his service and contribution to the Board.
Luis is a well-known figure in the Brazilian mining industry and an
individual that has been closely involved with the Company for a number
of years. His insights and expertise will of great benefit to the
Company going forward.
Yours faithfully
(Signed) "Melvyn Williams"
Melvyn Williams
Non-executive Chairman"
ENDS
Attachment
-- AGM circular 21 May 2020 (HuginvFINAL)
https://ml-eu.globenewswire.com/Resource/Download/0e17b317-2520-4c6b-983c-2150a95d936e
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