Serabi Gold plc Fratelli Investments Limited Files Early Warning Report

 
TIDMSRB 
 
   FRATELLI INVESTMENTS LIMITED 
 
   FILES EARLY WARNING REPORT 
 
   August 19, 2016 - On 30 December 2015 Fratelli Investments Limited ( 
"Fratelli Investments") agreed to provide to Serabi Gold plc (the 
"Corporation"),  an interim unsecured short term working capital 
convertible loan facility of up to US$5 million  (the "Facility"). The 
Facility was for a period expiring on January 31, 2017 and for a maximum 
of US$5 million.  The Facility was available to be drawn-down in up to 
three separate instalments of an initial US$2 million and two further 
installments of US$1.5 million each.  The Facility was available to be 
used at any time up to 30 June 2016.  Interest was chargeable at the 
rate of 12% per annum. There was no prepayment penalty or arrangement 
fee. 
 
   On January 5, 2016, the Corporation announced that it had made an 
initial drawdown of US$2.0 million (the "Loan"). The Corporation made no 
further draw-downs prior to 30 June 2016. 
 
   The first US$2 million of the Facility was convertible at the election 
of Fratelli Investments into new Serabi Ordinary Shares ("Shares") at an 
exercise price of 3.6 pence per new Share at any time. 
 
   On August 12, 2016, Fratelli Investments served a notice of conversion 
upon the Corporation and in accordance with the terms of the Loan, the 
Corporation allotted to Fratelli Investments 42,312,568 new Shares, 
which rank pari passu in all respects with the existing Shares. The 
Shares were acquired at a conversion price of UKGBP0.036 or C$0.06026 
(Bank of Canada noon rate on August 12, 2016 UKGBP1.00 = C$1.6740) per 
Share for aggregate consideration of approximately C$2,549,924 
(US$2,000,000). 
 
   Prior to the transaction, Fratelli Investments owned or exercised 
control or direction over, 344,163,166 Shares, representing 
approximately 52.42% of the issued and outstanding Shares on a 
non-diluted basis. Immediately following the exercise of its conversion 
rights and following the allotment of the new Shares, Fratelli 
Investments owned or exercised control or direction over, 386,375,734 
Shares, representing approximately 55.30% of the enlarged issued share 
capital on a non-diluted basis. 
 
   Immediately following the exercise of its conversion rights and 
following the allotment of the new Shares, Fratelli Investments has 
become interested in 386,375,734 Ordinary Shares, representing 55.30% of 
the enlarged issued share capital. 
 
   In this press release, for the purpose of calculating the percentage of 
Shares owned, Fratelli Investments has assumed that there are 
698,701,772 Shares issued and outstanding as of the date hereof, as 
reported by the Corporation on its website as at August 17, 2016. 
 
   The acquisition was made solely for investment purposes. Fratelli 
Investments may, depending on various factors including, without 
limitation, market and other conditions, increase or decrease its 
beneficial ownership, control or direction over Shares or other 
securities of the Corporation, through market transactions, private 
agreements, treasury issuances, exercises of convertible securities or 
otherwise. 
 
   The information regarding this transcation as set out above was reported 
in a news release issued by Serabi Gold plc on 15 August 2016. 
 
   This press release is issued pursuant to National Instrument 62-103 - 
The Early Warning System and Related Take-Over Bid and Insider Reporting 
Issues, which also requires a report to be filed with regulatory 
authorities in each of the jurisdictions in which the Corporation is a 
reporting issuer containing information with respect to the foregoing 
matters (the "Early Warning Report"). A copy of the Early Warning Report 
will appear with the Corporation's documents on the System for 
Electronic Document Analysis and Retrieval and may also be obtained by 
contacting Nicolas Banados, the MD Private Equity of Fratelli 
Investments at [phone]. 
 
   Fratelli Investments Limited 
 
   Victoria Place 
 
   31 Victoria Street 
 
   Hamilton HM 10 
 
   Bermuda 
 
   This announcement is distributed by NASDAQ OMX Corporate Solutions on 
behalf of NASDAQ OMX Corporate Solutions clients. 
 
   The issuer of this announcement warrants that they are solely 
responsible for the content, accuracy and originality of the information 
contained therein. 
 
   Source: Serabi Gold plc via Globenewswire 
 
   HUG#2036149 
 
 
  http://www.serabigold.com 
 

(END) Dow Jones Newswires

August 19, 2016 08:00 ET (12:00 GMT)

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