Release of Annual Audited Results and Announcem...

SERABI MINING plc ("Serabi" or "the Company")
Audited Results for the year ended 31 December 2008 and announcement
of AGM

Serabi Mining plc (AIM: SRB), the gold Company with interests in
Brazil, today releases audited results for the year ended 31 December
2008.  It also advises that its Annual General Meeting will be held
at 11.00 am on 18th August 2009 at the offices of Farrer & Co, 66
Lincoln's Inn Fields, London WC2A 3LH.  Notice of the AGM is set out
in the Company's Annual Report which is being mailed to
shareholders.

Attached to this release is a PDF version of Serabi's Annual Report
for 2008 incorporating the full audited financial statements, which
are also available from the Company's website - www.serabimining.com.


The following information, comprising the Chairman's Review, the
Income Statement, the Group and Company Balance Sheets, Group and
Company Statements of Changes in Shareholders' Equity and Group and
Company Cash Flows, is extracted from these financial statements.


CHAIRMAN'S REVIEW
The economic environment in which we find ourselves is unprecedented
in recent times and has led to major new challenges and uncertainty
for all, accompanied by regular and sometimes violent swings of
business sentiment. The speed and severity of the economic downturn
over the last year required a substantial and rapid response by many
and for some just in order to survive. We have made every effort to
focus on the issues that are within our control and act with caution
and restraint in planning and decision making.

In the mining sector, there has been a subsequent partial recovery in
some areas, mostly restricted to established producers and
particularly those groups with a meaningful exposure to gold, which
amongst the major metals has maintained its value in the face of the
market turbulence.

However, market funding remains limited and current investor appetite
is primarily for lower risk opportunities. With a few exceptions,
what funding has been available in the mining sector for the mid-tier
and junior companies has been mainly raised in North America and for
companies listed on North American markets.

Against this demanding background, since September 2008 Serabi's
management has been actively looking at opportunities to secure
enhanced value at Palito and our other tenements. Discussions have
been held with parties interested in providing new capital, or
interested in some form of joint venture, and others who might
acquire the Brazilian operations of the Company in their entirety.
These discussions were somewhat overshadowed by the restructuring at
Palito being undertaken in the latter part of 2008, coinciding with
the market turmoil and general collapse in investor confidence.

The operational results at Palito since January of this year indicate
that the action taken last year has resulted in some success and has
reduced the operating risk of the Palito operation. In particular,
the development of surface oxide mining has been very successful,
resulting in a small operating cash surplus. This has brought some
respite for the Company, providing further time to explore the
options available and identify solutions to the future funding needs
of Palito. We have also recently been assisted by the continuing
improvement, and thus interest, in the gold sector, which, we
believe, combined with the further reduction of operating risk at
Palito, should make the Group's mining and exploration interests a
more attractive investment opportunity.

Whilst we anticipate the current oxide-based production can be
continued for some time, this is unlikely to be of sufficient scale
to generate the surplus working capital that is required to allow the
Company to expand once again. We remain positive about the Company's
assets but believe the longer-term, full potential of Palito is best
secured by the direct introduction of new capital, or through a joint
venture arrangement or an outright sale of Palito to a third party
which would return value to existing shareholders. Whilst to date our
discussions have yet to result in a transaction, in an improved
environment we believe that our perseverance will eventually allow us
to achieve our objectives.

The mining problems at Palito unfortunately overshadowed what was a
highly successful year in exploration. Whilst the need to suspend
underground mining at Palito was a major setback for the Company, we
remain confident of the area's considerable potential that last
year's exploration results point to and that, with detailed
evaluation, this could form the basis of a viable and valuable
operation going forward. In the meantime, we will continue to develop
the gold production potential of the oxide deposits at Palito and so
far as we able further expand the known oxide resource base, with a
view to extending and possibly slowly growing the scale of the
current operations.

Last year turned out to be very difficult for Serabi and the current
position is a disappointment to us all. However, throughout this
period there has been a core group of management and employees who
have worked diligently through the issues and endeavoured to take the
necessary actions to preserve the assets and to re-build value. I am
grateful for the dedication and tenacity that they have shown in
difficult times. Their loyalty and teamwork, combined with improved
market and operating conditions, give me reason to be more optimistic
for the future.


Enquiries:

Serabi Mining plc

Graham Roberts                  Tel: [phone]
Chairman                        Mobile: [phone]

Clive Line                      Tel: [phone]
Finance Director                Mobile: [phone]


Email: [e-mail]
Website:  www.serabimining.com

Beaumont Cornish Limited
Nominated Adviser and Broker
Roland Cornish                  Tel: [phone]
Michael Cornish                 Tel: [phone]




Consolidated Income Statement
For the year ended 31 December 2008

+-------------------------------------------------------------------+
|                            |   |              Group               |
|----------------------------+---+----------------------------------|
|                            |   |      For the year | For the year |
|                            |   | ended 31 December |     ended 31 |
|                            |   |              2008 |     December |
| (expressed in US$)         |   |                   |         2007 |
|----------------------------+---+-------------------+--------------|
|                            |   |                   |              |
|----------------------------+---+-------------------+--------------|
| Revenue                    |   |        16,523,577 |   25,099,118 |
|----------------------------+---+-------------------+--------------|
| Operating expenses         |   |      (16,964,067) | (19,708,212) |
|----------------------------+---+-------------------+--------------|
| (Loss)/profit from mining  |   |         (440,490) |    5,390,906 |
| operations                 |   |                   |              |
|----------------------------+---+-------------------+--------------|
| Administration expenses    |   |       (3,740,134) |  (3,446,849) |
|----------------------------+---+-------------------+--------------|
| Share-based payments       |   |         (123,498) |    (177,913) |
|----------------------------+---+-------------------+--------------|
| Write-off of past          |   |       (1,174,269) |    (628,066) |
| exploration costs          |   |                   |              |
|----------------------------+---+-------------------+--------------|
| Gain on asset disposals    |   |            11,804 |            - |
|----------------------------+---+-------------------+--------------|
| Depreciation of plant and  |   |       (2,132,633) |  (1,530,243) |
| equipment                  |   |                   |              |
|----------------------------+---+-------------------+--------------|
| Depreciation of mine asset |   |         (997,473) |    (795,878) |
|----------------------------+---+-------------------+--------------|
| Loss on ordinary           |   |                   |              |
| activities before interest |   |       (8,596,693) |  (1,188,043) |
| and other income           |   |                   |              |
|----------------------------+---+-------------------+--------------|
| Foreign exchange           |   |       (1,629,138) |    1,725,397 |
| (loss)/gain                |   |                   |              |
|----------------------------+---+-------------------+--------------|
| Interest payable           |   |       (1,219,107) |  (1,119,116) |
|----------------------------+---+-------------------+--------------|
| Interest receivable        |   |           471,283 |      586,969 |
|----------------------------+---+-------------------+--------------|
| (Loss)/profit on ordinary  |   |      (10,973,655) |        5,207 |
| activities before taxation |   |                   |              |
|----------------------------+---+-------------------+--------------|
| Taxation                   |   |                 - |    (128,086) |
|----------------------------+---+-------------------+--------------|
| Loss on ordinary           |   |      (10,973,655) |    (122,879) |
| activities after taxation  |   |                   |              |
|----------------------------+---+-------------------+--------------|
| Loss per ordinary share    |   |           (7.83c) |      (0.10c) |
| (basic and diluted)        |   |                   |              |
|----------------------------+---+-------------------+--------------|
|                            |   |                   |              |
|----------------------------+---+-------------------+--------------|
|                            |   |                   |              |
+-------------------------------------------------------------------+




Balance Sheets
As at 31 December 2008

                             Group                   Company
(expressed in US$)          2008        2007         2008        2007

Non-current assets
Goodwill               1,752,516   1,752,516            -           -
Development and
deferred               5,351,921  13,254,658      949,527   1,112,164
exploration costs
Property, plant and   31,620,364  25,831,006    1,463,120   1,877,933
equipment
Investments in                 -           -   10,126,330  17,339,256
subsidiaries
Other receivables              -           -   16,976,355  17,536,972
Total non-current     38,724,801  40,838,180   29,515,332  37,866,325
assets
Current assets
Inventories              931,413   3,341,954            -           -
Trade and other          992,698   1,903,452      646,046       8,728
receivables
Prepayments            1,401,627   2,118,158       47,050      73,688
Cash at bank and in    1,538,956  18,629,402    1,516,250  18,526,555
hand
Total current          4,864,694  25,992,966    2,209,346  18,608,971
assets
Current liabilities
Trade and other        3,197,543   4,163,638      539,190     567,021
payables
Accruals                 136,762      87,111      136,762      87,111
Interest bearing       1,046,936     839,986            -           -
liabilities
Total current          4,381,241   5,090,735      675,952     654,132
liabilities
Net current assets       483,453  20,902,231    1,533,394  17,954,839
Total assets less     39,208,254  61,740,411   31,048,726  55,821,164
current liabilities
Non-current
liabilities
Trade and other           25,467      39,896            -           -
payables
Provisions               735,905     920,135            -           -
Interest bearing         182,340     376,132            -           -
liabilities
Total non-current        943,712   1,336,163            -           -
liabilities
Net assets            38,264,542  60,404,248   31,048,726  55,821,164

Equity
Called up share       25,285,679  25,285,679   25,285,679  25,285,679
capital
Share premium         33,402,649  33,402,649   33,402,649  33,402,649
reserve
Option reserve         3,061,095   2,923,543    3,061,095   2,923,543
Translation reserve  (7,803,738)   3,499,865            -           -
Profit and loss     (15,681,143) (4,707,488) (30,700,697) (5,790,707)
account
Equity                38,264,542  60,404,248   31,048,726  55,821,164
shareholders' funds






Statements of Changes in Shareholders' Equity
For the year ended 31 December 2008


                                           Share
(expressed in      Share       Share      option  Translation   Profit and
US$)             Capital     premium     reserve      reserve loss account Total equity
Group
Equity
shareholders'
funds
at 31
December 2006 19,338,351  15,351,674   2,818,722      382,502  (4,693,443)   33,197,806
Foreign
currency
adjustments            -           -           -    3,117,363            -    3,117,363
Loss for year          -           -           -            -    (122,879)    (122,879)
Total
recognised
profit/(loss)
for the year           -           -           -    3,117,363    (122,879)    2,994,484
Share option
expense                -           -     213,655            -            -      213,655
Issue of
ordinary
shares         5,884,593  19,419,158           -            -            -   25,303,751
Conversion of
options           62,735      31,368   (108,834)            -      108,834       94,103
Share issue
expenses               - (1,399,551)           -            -            -  (1,399,551)
Equity
shareholders'
funds
at 31
December 2007 25,285,679  33,402,649   2,923,543    3,499,865  (4,707,488)   60,404,248
Foreign
currency
adjustments            -           -           - (11,303,603)            - (11,303,603)
Loss for year          -           -           -            - (10,973,655) (10,973,655)
Total
recognised
loss for the
year                   -           -           - (11,303,603) (10,973,655) (22,277,258)
Share option
expense                -           -     137,552            -            -      137,552
Equity
shareholders'
funds
at 31
December 2008 25,285,679  33,402,649   3,061,095  (7,803,738) (15,681,143)   38,264,542





(expressed in                  Share       Share Share option   Profit and
US$)                         Capital     premium      reserve loss account Total equity
Company
Equity
shareholders'
funds
at 31
December 2006             19,338,351  15,351,674    2,818,722  (4,223,446)   33,285,301
Loss for year                      -           -            -  (1,676,095)  (1,676,095)
Share option
expense                            -           -      213,655            -      213,655
Issue of
ordinary
shares                     5,884,593  19,419,158            -            -   25,303,751
Conversion of
options                       62,735      31,368    (108,834)      108,834       94,103
Share issue
expenses                           - (1,399,551)            -            -  (1,399,551)
Equity
shareholders'
funds
at 31
December 2007             25,285,679  33,402,649    2,923,543  (5,790,707)   55,821,164
Loss for year                      -           -            - (24,909,990) (24,909,990)
Share option
expense                            -           -      137,552            -      137,552
Equity
shareholders'
funds
at 31
December 2008             25,285,679  33,402,649    3,061,095 (30,700,697)   31,048,726






Cash Flow Statements
For the year ended 31 December 2008

                             Group                   Company
                    For the year     For the For the year     For the
                        ended 31  year ended     ended 31  year ended
                        December 31 December     December 31 December
(expressed in US$)          2008        2007         2008        2007
Cash outflows from
operating
activities
Operating loss       (8,596,693) (1,188,043) (24,909,990) (2,341,926)
Depreciation -
plant, equipment
and mining
properties             3,130,106   2,326,121      245,992     210,857
Impairment charges             -           -   21,528,139           -
Option costs             123,498     177,913      123,497     177,913
Write-off of past
exploration costs      1,174,269     628,066      265,855      16,546
Interest paid        (1,219,107) (1,119,116)    (158,314)     (6,562)
Foreign exchange     (1,496,018)   (968,729)    1,641,927      96,565
Changes in working
capital
Decrease/(increase)
in inventories         2,024,099   (348,915)            -           -
Decrease/(increase)
in receivables,
prepayments and
accrued income         1,049,230   (691,942)    (610,680)     (7,291)
Increase/(decrease)
in payables,
accruals and
Provisions                 3,019   (795,730)       21,820   (354,181)
Net cash flow from
operations           (3,807,597) (1,980,375)  (1,851,754) (2,208,079)
Investing
activities
Proceeds of sale of
fixed assets              23,393           -            -           -
Purchase of
property, plant and
equipment            (5,608,449) (1,155,963)    (331,089)    (10,747)
Exploration and
development
expenditure          (5,248,892) (6,017,472)    (622,649)   (710,356)
Capital and loan
investments in
subsidiaries                   -           - (13,258,583) (5,894,367)
Interest received        471,283     586,969      471,283     584,621
Net cash outflow on
investing
activities          (10,362,665) (6,586,466) (13,741,038) (6,030,849)
Financing
activities
Issue of ordinary
share capital                  -  25,303,751            -  25,303,751
Capital element of
finance lease
payments             (1,402,482)   (702,689)            -           -
Conversion of
options                        -      94,103            -      94,103
Payment of share
issue costs                    - (1,399,551)            - (1,399,551)
Net cash
(outflow)/inflow
from financing
activities           (1,402,482)  23,295,614            -  23,998,303
Net
(decrease)/increase
in cash and cash
Equivalents         (15,572,744)  14,728,773 (15,592,792)  15,759,375
Cash and cash
equivalents at
beginning of period   18,529,795   3,791,202   18,526,555   2,739,201
Exchange difference
on cash              (1,418,095)       9,820  (1,417,513)      27,979
Cash and cash
equivalents at end
of period              1,538,956  18,529,795    1,516,250  18,526,555





Notes

1.     General Information
The financial  information  set out  above  for the  years  ended  31
December 2008  and 31  December 2007  does not  constitute  statutory
accounts as defined in Section 240 of the Companies Act 1985, but  is
derived  from  those  accounts.  Whilst  the  financial   information
included in this  announcement has been  compiled in accordance  with
International   Financial   Reporting    Standards   ("IFRS")    this
announcement itself does not contain sufficient financial information
to comply with IFRS.  A copy of the  statutory accounts for 2007  has
been delivered to the Registrar of  Companies and those for 2008  are
being posted to shareholders.  The full audited financial  statements
contained within its Annual Report  and Accounts 2007 do comply  with
IFRS.


2.     Auditors Opinion
The auditors have issued an unqualified opinion in respect of the
financial statements but have raised an Emphasis of Matter in
relation to Going Concern as follows :
"In forming our opinion, which is not qualified, we have considered
the adequacy of the disclosure made in note 1(a) to the financial
statements concerning the Company's and the Group's ability to
continue as a going concern. The group incurred a net loss of
£10,973,655 during the year ended 31 December 2008 and the ability of
the Company's Brazilian subsidiary to continue operations is
dependent on continuing to manage its existing liabilities and
maintaining current production levels, pending either the receipt of
new funding or a sale of the business by the Company. These
conditions, along with the other matters explained in note 1(a) to
the financial statements, indicate the existence of a material
uncertainty which may cast significant doubt about the Company's and
the Group's ability to continue as a going concern. The financial
statements do not include the adjustments that would result if the
Company and the Group was unable to continue as a going concern."

The auditors  issued an  unqualified report  in respect  of the  2007
Financial Statements.

3.    Basis of preparation
The financial information  has been prepared  in accordance with  the
recognition  and  measurement  criteria  of  International  Financial
Reporting Standards ("IFRSs") and  with IFRSs as  adopted for use  in
the European Union.  Attention is drawn  to the detailed  disclosures
made in  the  audited Financial  Statements  regarding the  Basis  of
Preparation and  in particular  the following  disclosures  extracted
directly from the  audited Financial Statements  in respect of  Going
Concern and Impairment.

"Going Concern
Following a review of the Company's financial position and its
budgets and plans, the Directors have concluded that sufficient
financial resources will be available to meet the Company's current
and foreseeable working capital requirements, this being a period of
not less than twelve months from the date of signing these financial
statements. On this basis, they consider it appropriate to prepare
the financial statements on the going concern basis. The Company has
received expressions of interest regarding the exploration and mining
assets of the Group and in the event that the Company undertakes a
sale of whole or part of the interests of its operating subsidiary
this may result in an injection of liquid or tradeable assets which
may significantly enhance the liquidity of the Company.

However as noted under the section Liquidity Risk in note 23, the
Group as a whole has limited cash resources and whilst its gold
mining operations in Brazil have been cash generative during 2009,
any disruption or significant decline in the current levels of
operation could have a significant affect on the Group's liquidity.
The viability of the Group's operations in Brazil is dependent upon
the ability to continue to manage the accrued liabilities of the
subsidiary entity, to identify additional sources of ore to maintain
production and any operational difficulties not adversely affecting
short term cash flow or requiring an injection of capital that is
beyond the limited capability of the Company to provide. The
Directors are currently seeking and have held discussions regarding
terms relating to new sources of finance that would provide the Group
with a stronger financial base but there can be no guarantee that
such funding will be forthcoming. The use of any funds raised will be
dependent on the levels of funding that are available and the
Directors will determine the strategy of the Group accordingly. In
the meantime the Group will continue to seek to conduct its
operations in a manner that will allow it to continue to at least
cover the cost base of its operating subsidiary, will dispose of
assets if such action is necessary and continue to exercise tight
control over its available working capital. In the event that it is
necessary to dispose of assets to support the activities of the Group
it is possible that such disposals may be undertaken at values below
current carrying values. Ultimately if it is not possible to raise
additional funds from any source and the Company cannot afford to
provide funds to its operating subsidiary, it may become necessary to
place the Group's Brazilian subsidiary into administration, in order
that the Company can continue as a going concern.

Impairment
The Directors have undertaken a review of the carrying value of the
mining and exploration assets of the Group, and considered the
implications of the operational difficulties experienced and the
current operational status of Palito. Following this review they have
assessed the value of the existing assets on the basis of value in
use involving a future recommencement of underground mining
operations which is dependent on the ability of the Group to raise
future finance and to operate the mine in line with the mine plan
that forms the basis of the value in use calculation. The carrying
values of assets have not been adjusted to reflect a failure to raise
sufficient funds, only maintaining the current levels of operation or
that if a sale transaction were undertaken the proceeds may not
realise the value as stated in the accounts."


4.     Earnings per share
The calculation of the basic loss per share of 7.83 cents per share
is based on the loss attributable to ordinary shareholders of
$10,973,655 and on the weighted average number of ordinary shares of
140,139,065 in issue during the period.


5.     Inventories

                             31 December 2008 31 December
                                            $        2007
                                                        $
Bullion and work in progress          100,821     948,437
Consumables                           830,592   2,393,517
                                      931,413   3,341,954


6.    Development and Deferred Exploration costs

                                    31 December 2008 31 December 2007
                                                   $                $
Cost
Opening balance                           13,254,658        6,454,074
Exploration and development                5,248,892        6,017,472
expenditure (1)
Write-off of past exploration costs      (1,174,269)        (628,066)
Exchange                                 (1,617,946)        1,411,178
Transfer to tangible assets (mine       (10,359,414)                -
asset)
Total as at 31 December 2008               5,351,921       13,254,658


The value of  these investments  is dependent on  the development  of
mineral deposits.   The  Directors having  undertaken  an  impairment
review do not consider there is  any impairment to the carrying  vale
of Development and Deferred Exploration Costs at this time.   Details
of the  impairment  review  are  set out  in  the  Group's  Financial
Statements.

7.     Tangible Assets

                        Land and               Plant and
                       buildings               equipment
                       - at cost  Mine Asset   - at cost        Total
                               $           $           $            $
Cost
Balance at 31
December 2007          2,653,614  16,462,008  12,209,624   31,325,246
Additions                 69.226   3.352,765   3,641,646    7,063,637
Transfer from
development and
deferred
exploration costs                 10,359,414               10,359,414
Exchange               (670,562) (6,097,060) (3,574,322) (10,341,944)
Disposals                      -           -   (111,261)    (111,261)
At 31 December 2008    2,052,278  24,077,127  12,165,687   38,295,092
Depreciation
Balance at 31
December 2007        (1,154,678) (1,134,093) (3,205,469)  (5,494,240)
Charge for period      (465,745)   (997,473) (1,668,888)  (3,130,106)
Exchange                 393,325     432,429   1,043,438    1,869,192
Eliminated on sale
of asset                                          80,426       80,426
At 31 December 2008  (1,227,098) (1,699,137) (3,748,493)  (6,674,728)
Net book value at 31
December 2008            825,180  22,377,990   8,417,194   31,620,264
Net book value at 31
December 2007          1,498,936  15,327,915   9,004,155   25,831,006


Included in Plant  and equipment, are  assets acquired under  finance
leases with net book value of US$1,197,619 (2007:US$2,297,532).   The
associated liabilities  are  secured by  the  lessor's title  to  the
leased assets.  The Directors having undertaken an impairment  review
do not consider that there is any impairment to the carrying value of
the Group's Tangible Assets at this time.  Details of the  impairment
review are set out in the Group's Financial Statements.


8.   Cash and cash equivalents

                         31 December 2008 31 December 2007
                                        $                $
Cash at bank and in hand        1,538,956       18,629,402
Bank overdrafts                         -         (99,607)
Net cash holdings               1,538,956       18,529,795




9.         Post balance sheet events
On 28 January 2009 shareholders approved the sub-division of the
issued share capital at that date of 140,139,065 shares of 10 pence
each into 140,139,065 ordinary shares of 0.5 pence each and
140,139,065 shares of 9.5 pence each.
On 13 May 2009 the Company settled lease commitments which at 31
December 2008 represented a liability excluding future interest of
$871,209 through the sale of certain assets.


Annual Report
The Annual Report is being posted  to shareholders on 29 June  2009.
Additional copies will be  available to the  public, free of  charge,
from the  Company's offices  at  2nd floor,  30  - 32  Ludgate  Hill,
London, EC4M 7DR

---END OF MESSAGE---




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