Notice of Annual General Meeting

Notice of Annual General Meeting

The Company announces that its Annual General Meeting will be held on Thursday 13 June 2024, at the offices of Travers Smith LLP, 10 Snow Hill, London EC1A 2AL, 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/3QEicj1. 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 is being posted to all shareholders who are required to receive or have formally requested to receive these documents.

The Notice contains a letter from the Chairman of the Company, Mr Michael Lynch-Bell, which is set out below in Appendix 1.

The person who arranged for the release of this announcement on behalf of the Company was Clive Line, Director.

Enquiries

SERABI GOLD plc
Michael Hodgson        t [phone]
Chief Executive        m [phone]

Clive Line        t [phone]
Finance Director        m [phone]

Andrew Khov         m [phone]
Vice President, Investor Relations &
Business Development
        e [e-mail]

        www.serabigold.com

BEAUMONT CORNISH Limited
Nominated Adviser & Financial Adviser
Roland Cornish / Michael Cornish        t [phone]
PEEL HUNT LLP
Joint UK Broker
Ross Allister        t [phone]

TAMESIS PARTNERS LLP
Joint UK Broker
Charlie Bendon/ Richard Greenfield        t [phone]

CAMARCO
Financial PR - Europe
Gordon Poole / Emily Hall                t [phone]

HARBOR ACCESS
Financial PR – North America
Jonathan Patterson / Lisa Micali                t [phone]

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.

See www.serabigold.com for more information and follow us on twitter @Serabi_Gold

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 2024 Annual General Meeting of the Company to be held at the offices of Travers Smith LLP, 10 Snow Hill, London EC1A 2AL England on 13 June 2024 at 2.00 p.m. (London time) (the "AGM"). The purpose of the AGM is to seek Shareholders' approval of the resolutions.

Action to be taken by Shareholders

A form of proxy for use by Shareholders accompanies this document. To be valid, forms of proxy must be completed and returned so as to be received at either the offices of the Company's UK Registrar, Computershare Investor Services Plc, The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ or the offices ofthe Company's Canadian Registrar, Computershare Investor Services Inc., 100 University Avenue, 8^th Floor, Toronto, Ontario M5J 2Y1 by not later than 2.00 p.m. (London time) (9.00 a.m. Eastern time) on 11 June 2024. Alternatively, Shareholders can appoint a proxy electronically by going to either www.investorcentre.co.uk/eproxy (for UK appointments) or www.investorvote.com (for Canadian appointments) or, if they hold their shares in CREST, Shareholders can appoint a proxy using the CREST electronic proxy appointment service, in each case by not later than not later than 2.00 p.m. (London time) (9.00 a.m. Eastern time) on 11 June 2024 in accordance with the instructions set out in the "Proxy Instructions" section below and the form of proxy.

Completion and return of a form of proxy will not prevent Shareholders from attending and voting in person at the AGM should they so wish.

Beneficial Shareholders (as defined in the "Voting by Beneficial Shareholders" section below on page 10) should note that only registered Shareholders or their duly authorised proxy holders are entitled to vote at the AGM. Each Beneficial Shareholder should ensure that their voting instructions are communicated to the appropriate person well in advance of the AGM.

Electronic Communications

The Company actively encourages all shareholders to register for the electronic communications service. UK Shareholders can elect for electronic communications and manage their shareholdings online at www.investorcentre.co.uk. Canadian shareholders can enrol to receive future securityholder communications electronically by visiting www.investorcentre.com.

Background

As I noted in our Annual Report, 2023 was a year in which the Group achieved some key milestones and 2024 has started well. We are on track with our plans for the current year which will build the platform for further future growth.

Key to this remains the development of Coringa and the installation of the crushing plant and ore-sorter which is a significant element in the growth of the Group’s gold production for 2025 and thereafter. The ore-sorter cleared Brazilian customs during April and I am now pleased to report that it has arrived at site and work on the necessary civil works for its installation and commissioning later this year are underway. At the same time the crushing plant is also being prepared for installation.

Since the publication of our Annual Report at the end of April there has been little further movement in the licencing process. The latest version of the Indigenous Impact Study (“ECI”) has been submitted to the government agency for indigenous communities (“FUNAI”) as we continue the steps required in the consultation process with those indigenous communities.

In the past week I met with representatives of the Instituto Kabu, an association of the Kayapó Mebêngôrokre Indigenous community from the Baú and Menkragnoti Indigenous Lands, situated in the state of Para. It was a good conversation allowing us to further our understanding of the issues faced by the indigenous communities and assist in identifying solutions that can help meet their needs.

Whilst we have challenges ahead and the next six months will be pivotal in our plans, we have a dedicated and experienced team to steer us through this. I look forward to reporting further progress on 13 June.

The matters being considered at the 2024 Annual General Meeting, as set out in the Notice, are items that are routinely considered at such meetings.

I am very much looking forward to meeting with shareholders at the AGM and having the opportunity to discuss with them my hopes and expectations for Serabi for the coming years.

Canadian Designated Foreign Issuer Status

The Company is a "designated foreign issuer" for the purposes of Canadian Securities Administrators’ National Instrument 71-102 - Continuous Disclosure and Other Exemptions Relating to Foreign Issuer ("NI 71-102") and, as such, the Company is not subject to the same ongoing reporting requirements as most other reporting issuers in Canada. Generally, the Company complies with Canadian ongoing reporting requirements by complying with the regulatory requirements of AIM, which is a "foreign regulatory authority" (as defined in NI 71-102), and filing any documents required to be filed with or furnished to AIM with the securities regulatory authorities in Canada.

Recommendation and importance of vote

The Directors consider that the resolutions set out in the Notice being put to the AGM 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 143,398 Ordinary Shares, representing approximately 0.2% of the Company's Ordinary Shares in issue at the date of this document.

Yours faithfully

(Signed) "Michael D Lynch-Bell"
Michael D Lynch-Bell
Non-executive Chairman”

Assay Results
Assay results reported within this release are those provided by the Company's own on-site laboratory facilities at Palito and have not yet been independently verified. Serabi closely monitors the performance of its own facility against results from independent laboratory analysis for quality control purpose. As a matter of normal practice, the Company sends duplicate samples derived from a variety of the Company's activities to accredited laboratory facilities for independent verification. Since mid-2019, over 10,000 exploration drill core samples have been assayed at both the Palito laboratory and certified external laboratory, in most cases the ALS laboratory in Belo Horizonte, Brazil. When comparing significant assays with grades exceeding 1 g/t gold, comparison between Palito versus external results record an average over-estimation by the Palito laboratory of 6.7% over this period. Based on the results of this work, the Company's management are satisfied that the Company's own facility shows sufficiently good correlation with independent laboratory facilities for exploration drill samples. The Company would expect that in the preparation of any future independent Reserve/Resource statement undertaken in compliance with a recognised standard, the independent authors of such a statement would not use Palito assay results without sufficient duplicates from an appropriately certificated laboratory.

Forward-looking statements
Certain statements in this announcement are, or may be deemed to be, forward looking statements. Forward looking statements are identified by their use of terms and phrases such as ‘‘believe’’, ‘‘could’’, “should” ‘‘envisage’’, ‘‘estimate’’, ‘‘intend’’, ‘‘may’’, ‘‘plan’’, ‘‘will’’ or the negative of those, variations or comparable expressions, including references to assumptions. These forward-looking statements are not based on historical facts but rather on the Directors’ current expectations and assumptions regarding the Company’s future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities. Such forward looking statements reflect the Directors’ current beliefs and assumptions and are based on information currently available to the Directors. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements including risks associated with vulnerability to general economic and business conditions, competition, environmental and other regulatory changes, actions by governmental authorities, the availability of capital markets, reliance on key personnel, uninsured and underinsured losses and other factors, many of which are beyond the control of the Company. Although any forward-looking statements contained in this announcement are based upon what the Directors believe to be reasonable assumptions, the Company cannot assure investors that actual results will be consistent with such forward looking statements.

Qualified Persons Statement
The scientific and technical information contained within this announcement has been reviewed and approved by Michael Hodgson, a Director of the Company. Mr Hodgson is an Economic Geologist by training with over 30 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.

Notice
Beaumont Cornish Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser to the Company in relation to the matters referred herein. Beaumont Cornish Limited is acting exclusively for the Company and for no one else in relation to the matters described in this announcement and is not advising any other person and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to clients of Beaumont Cornish Limited, or for providing advice in relation to the contents of this announcement or any matter referred to in it.

Neither the Toronto Stock Exchange, nor any other securities regulatory authority, has approved or disapproved of the contents of this news release