Filing of Final Prospectus, C$4.95 million fina...
SERABI MINING plc
("Serabi" or "the Company")
FILING OF FINAL PROSPECTUS
 PROPOSED C$4.95 MILLION FINANCING AND CHANGES TO THE BOARD
Serabi Mining plc the AIM-traded gold exploration company, is pleased to
announce that, further to its announcement on 11 February 2011 that it had filed
a preliminary prospectus with the securities regulators in Canada, the Company
has today filed with the relevant Canadian securities authorities a final
prospectus (the "Prospectus") ahead of the proposed listing of its shares on the
Toronto Stock Exchange ("TSX") subject to fulfillment of the remaining listing
conditions of the TSX. The Ordinary Shares will continue to be admitted to
trading on AIM.
A copy of the Prospectus has been posted on SEDAR at www.sedar.com and is also
available to be viewed on the Company's website at www.serabimining.com.
Concurrent with the proposed listing of its ordinary shares (the "Shares") on
the Toronto Stock Exchange (the "TSX"), the Company is also planning to issue up
to 9 million units to raise gross proceeds of up to C$4.95 million (equivalent
to approximately £3.10 million).
The Company has engaged Fraser Mackenzie Limited as its broker in Canada, who,
on a reasonable best efforts basis, will be offering the units (the
"Offering"). Each unit (a "Unit") will be comprised of one new Share and one
half of a share purchase warrant entitling the holder of each whole share
purchase warrant (an "Offering Warrant") to subscribe for one new Share at a
price of $0.75 at any time from the closing date of the Offering until 2
December 2010 . Each Unit has been priced at 55 cents (equivalent as of 23
March 2011 to 34.40 pence). The TSX has given conditional approval for the
Shares to be admitted to trading on the TSX, subject to completion of the
Offering and it is currently anticipated that the Offering will close on or
about 30 March 2011 (the "Closing"). It is intended that the proceeds of the
Offering will be used to further the Company's current exploration programmes
and for general working capital purposes.
Eldorado Gold Corporation ("Eldorado") and Greenwood Investments Limited
("Greenwood"), who respectively are interested in 26.7% and 20.0% of the issued
Shares of the Company, have both indicated that they will be participating in
the Offering. As both Eldorado and Greenwood are each interested in more than
10 per cent of the Company's issued share capital, and as the Offering is not
being made on a pre-emptive basis, any participation by Eldorado or Greenwood
would be a related party transaction for the purposes of the AIM Rules. A
further announcement will be made in due course in accordance with the AIM Rules
should Eldorado or Greenwood participate as indicated in the Offering.
The Prospectus will also qualify (for the purposes of Canadian regulations) the
distribution of 10,070,000 units ("SW Units") of the Company, each SW Unit being
comprised of one Share and one-half of one share purchase warrant (each whole
share purchase warrant a "SW Warrant"), issuable for no additional consideration
on the exercise or deemed exercise of 10,070,000 special warrants that were
issued by the Company on 2 December 2010 ("Special Warrants"). The Shares that
will be issued on exercise will therefore be freely tradeable. Upon Closing,
these special warrants will be automatically exercised on behalf of the holders
into 10,070,000 new Shares and 5,035,000 share purchase warrants entitling the
holder of each whole share purchase warrant to subscribe for one new Share at a
price of 75 cents at any time from the closing date of the Offering until 2
December 2012 (the "SW Warrants").
The new Shares to be issued pursuant to the Offering and the new Shares to be
issued pursuant to the exercise of the Special Warrants will rank pari passu in
all respects with the existing Shares including the right to receive all
dividends and other distributions declared, made or paid after the date of their
issue and application will be made for the new Ordinary Shares to be admitted to
trading on AIM. Assuming that the Offering is fully subscribed and following
the exercise of the Special Warrants, there will be 63,968,529 Shares in issue.
The Company will also be applying to list all of the 4,500,000 Offering Warrants
and the 5,035,000 SW Warrants on the TSX.
The Company is also proposing that immediately following the Closing that three
new non-executive Directors will be appointed to its board of directors (the
"Board"), being Mr. T. Sean Harvey, Mr. Melvyn Williams and Dr. Doug Jones. The
Company also announces that Mr. William Clough, the founder of the Company has
stepped down from the Board with immediate effect. The Board expresses its
gratitude to Mr. Clough who was Chief Executive of the Company since its
formation until September 2007, for his dedicated service to Serabi. Mr Clough
will continue to make himself available to the Company and provide assistance in
a technical and business development capacity.
Terence Sean Harvey, 51, has over 20 years experience in the mining sector and
has held senior executive and board positions with various mining companies. Mr.
Harvey was President and CEO of Orvana Minerals Corp. from 2005 to 2006.
Previously, he was President and CEO of TVX Gold at the time of its sale to
Kinross Gold in 2003 and, subsequent to that, was President and CEO of Atlantico
Gold, a private company involved in the development of the Amapari Project in
Brazil that was sold to Wheaton River Minerals Ltd. (presently Goldcorp Ltd).
Mr. Harvey also currently sits on several other mining company boards, including
Allied Gold Limited, an ASX, TSX and AIM listed gold exploration and production
company.
Douglas (Doug) Alan Jones, 56, is a geologist with 34 years of international
exploration, exploration management and consulting experience in the mining
industry. Between 2003 and 2007 Dr. Jones served as Vice President Exploration
(non-board) for Golden Star Resources, responsible for world wide exploration.
Before that he was Chief Geologist, New Business South America at Delta Gold
Limited. Dr Jones is currently the Managing Director of ASX and TSX listed
Chalice Gold Mines Limited and a non-executive director of ASX listed Liontown
Resources Limited. He is also a non-executive director of TSX and AIM listed
Minera IRL Limited, a Latin American precious metals mining, development and
exploration company and a former director of TSX, AIM and ASX listed company
Moto Goldmines Limited.
Melvyn (Mel) Williams, 62, is the Chief Financial Officer (non-board) and Senior
Vice President of Finance and Corporate Development of Brigus Gold, a TSX listed
mid-tier gold producer with projects in Ontario, Saskatchewan, Mexico and the
Dominican Republic. From 2000 to 2003, Mr Williams served as Chief Financial
Officer of TVX Gold, which merged with Kinross Gold in 2003. Mr. Williams has
over 30 years of financial experience and currently serves as an independent
director of Andina Minerals, a TSX listed Chilean gold exploration company.
The directorships held by Mr Harvey, Dr Jones and Mr Williams in the previous
five years are as follows:
Proposed Director: Current: Former:
Terence Sean Harvey Allied Gold Limited Australian Solomons Gold
 Andina Holdings Inc Manicouagan Minerals Inc.
 Andina Minerals Inc Moto Goldmines Ltd
 Perseus Mining Limited Nord Resources Corporation
 Sarama Resources Orvana Minerals Corp.
 Victoria Gold Corp. Polaris Geothermal Inc.
Douglas (Doug) Alan Jones Minera IRL Limited Bogoso Holdings
 Chalice Gold Mines Limited Caystar Holdings
 Chalice Gold Mines Caystar Management Holdings
(Eritrea) Pty Ltd
 Chalice Operations Pty Ltd Golden Star Exploration
Holdings
 Keren Mining Pty Ltd Golden Star Resources
(Ghana) Limited
 Sub Sahara Resources Moto Goldmines Limited
(Eritrea) Pty Ltd
 Universal Gold Pty Ltd Moto Goldmines Australia
PTY Ltd
 Western Rift Pty Ltd Wasford Holdings
 Liontown Resources Limited
Melvyn (Mel) Williams Andina Minerals Inc. -
 Nickel Mountain Resources
AB
Mr Harvey currently holds 100,000 special warrants of Serabi. Neither, Dr.
Jones or Mr. Williams has any interests in the share capital of Serabi. There is
no further information on Mr. Harvey, Dr. Jones or Mr. Williams required to be
disclosed under Schedule Two, paragraph (g) (i)-(viii) of the AIM Rules for
Companies.
Enquiries:
Serabi Mining plc
Michael Hodgson Tel: 020 7246 6830
Chief Executive Mobile: 07799 473621
Clive Line Tel: 020 7246 6830
Finance Director Mobile: 07710 151692
Email: contact@serabimining.com
Website:Â www.serabimining.com
Beaumont Cornish Limited
Nominated Adviser
Roland Cornish Tel: 020 7628 3396
Michael Cornish Tel: 020 7628 3396
Fraser Mackenzie Limited
Canadian Broker
JC St-Amour Tel: +1 416 955 4777
Hybridan LLP
UK Broker
Claire Noyce Tel: 020 7947 4350
Farm Street Communications
Public Relations
Simon Robinson Tel: 07593 340107
Fighouse Communications
Investor Relations
Rebecca Greco Tel: + 1 416 822 6483
Copies of this release are available from the Company's website at
www.serabimining.com.
Forward-looking statements
This press release includes certain forward-looking statements. All statements,
other than statements of historical fact, included herein, including without
limitation, statements regarding the future plans and objectives of Serabi, are
forward-looking statements that involve various known and unknown risks and
uncertainties as well as other factors. Such forward-looking statements are
subject to a number of risks and uncertainties that may cause actual results or
events to differ materially from current expectations, including delays in
obtaining or failure to obtain required regulatory approvals. There can be no
assurance that such statements will prove to be accurate and actual results and
future events could differ materially from those anticipated in such statements.
Any forward-looking statements speak only as of the date hereof and, except as
may be required by applicable law, Serabi disclaim any obligation to update or
modify such forward-looking statements, either as a result of new information,
future events or for any other reason.
Qualified Persons Statement
The information contained within this announcement has been reviewed and
verified by Michael Hodgson as required by the AIM Guidance Note on Mining. Oil
and Gas Companies dated March 2006. Michael Hodgson is an Economic Geologist by
training with 20 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
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(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Serabi Mining plc via Thomson Reuters ONE
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