For immediate release
18 February 2020
Serabi Gold plc
(Serabi or the Company)
Corporate Presentation and update
Serabi Gold plc (AIM:SRB, TSX:SBI), the Brazilian focused gold exploration and mining company is pleased to announce that, in advance of the forthcoming BMO Global Metals and Mining Conference being held between 23 February and 26 February and the Prospectors & Developers Association of Canada (PDAC) Conference being held between 1 March and 4 March, the Company has updated its corporate presentation and this is available to view on its website at www.serabigold.com.
Representatives from Serabi will be attending both conferences and the Companys management will be available at booth IE2533 for the Prospectors & Developers Association of Canada Convention in Toronto.
The Company takes this opportunity to remind shareholders of its forthcoming General Meeting being held at 2:00 pm (UK time) on 26 February 2020 at the offices of Travers Smith LLP, 10 Snow Hill, London EC1A 2AL. The meeting is being held inter alia to approve the Conditional Subscription by Greenstone Resources II LP (Greenstone) for US$12 million Convertible Loan Notes and the Approval of a Waiver of Rule 9 of the City Code on Takeovers and Mergers (the Waiver).
As the Company is a reporting issuer in the provinces of British Colombia, Alberta and Ontario, it is subject to applicable Canadian securities laws including Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (MI 61-101). MI 61-101 regulates insider bids, issuer bids, business combinations and related party transaction to ensure equality of treatment among securityholders and requires minority shareholders approval for such transactions.
For the purposes of MI 61-101, and as set out in the circular to shareholders dated 22 January 2020 (the Circular), the independent directors of Serabi (which excludes appointees of Greenstone) consider that the issue of the Convertible Loan Notes and Waiver are fair and reasonable and in the best interests of the independent shareholders and the Company as a whole. In the course of evaluating the transaction, the independent directors and the Company's senior management, reviewed relevant information and considered a number of factors, including, among others, the following:
In addition, the independent directors of Serabi took account of the following:
The independent directors considered and approved an initial Term Sheet and appointed the executive directors to negotiate detailed documentation with Greenstone and received, reviewed and provided feedback on each of the key documents during the course of the negotiation process.
As Greenstone is currently interested in 14,887,971 shares representing more than 10 per cent. of the issued ordinary share capital of the Company, the subscription for the Convertible Loan Notes is also a related party transaction for the purposes of Rule 13 of the AIM Rules for Companies. As previously announced, pursuant to the AIM Rules, the independent directors of the Company also consulted with the Companys Nominated Adviser, and concluded that the terms of the Subscription Deed, and the Convertible Loan Notes Instrument were fair and reasonable insofar as Shareholders are concerned, in particular taking into account the matters set out above and more fully described in the Circular. In giving its advice, the Companys Nominated Adviser had taken account of the commercial assessments of the independent directors.
For the purposes of MI 61-101 there has not been in the 24 months preceding the Circular any valuation in respect of the issuer that relates to the subject matter of or is otherwise relevant to the transaction.
A total of 14,487,971 shares will be excluded from voting on the resolution to approve the Waiver and also on the resolution to approve the proposed Subscription Deed for US$12 million Convertible Loan Notes to be entered into by Greenstone and the Company in accordance with M I61-101.
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 and Financial 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 8900 |
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.
GLOSSARY OF TERMS
The following is a glossary of technical terms:
Au means gold.
assay in economic geology, means to analyse the proportions of metal in a rock or overburden sample; to test an ore or mineral for composition, purity, weight or other properties of commercial interest.
development - excavations used to establish access to the mineralised rock and other workings
DNPM is the Departamento Nacional de Produção Mineral.
grade is the concentration of mineral within the host rock typically quoted as grammes per tonne (g/t), parts per million (ppm) or parts per billion (ppb).
g/t means grams per tonne.
granodiorite is an igneous intrusive rock similar to granite.
igneous is a rock that has solidified from molten material or magma.
Intrusive is a body of igneous rock that invades older rocks.
on-lode development - Development that is undertaken in and following the direction of the Vein
mRL depth in metres measured relative to a fixed point in the case of Palito and Sao Chico this is sea-level. The mine entrance at Palito is at 250mRL.
saprolite is a weathered or decomposed clay-rich rock.
stoping blocks a discrete area of mineralised rock established for planning and scheduling purposes that will be mined using one of the various stoping methods.
vein is a generic term to describe an occurrence of mineralised rock within an area of non-mineralised rock.
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 26 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, recognising 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
Certain statements in this announcement are, or may be deemed to be, forward looking statements. Forward looking statements are identi?ed 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 Companys 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 re?ect 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.
ENDS