Serabi Gold plc Miscellaneous

 
TIDMSRB 
 
   For immediate release 
 
   15 August 2016 
 
   Serabi Gold Plc 
 
   ("Serabi" or the "Company") 
 
   Notice of Exercise of Conversion Rights over US$2 million Convertible 
Loan 
 
   Serabi Gold plc (AIM:SRB, TSX:SBI), the Brazilian focused gold mining 
and development company, announces that Fratelli Investments Limited 
("Fratelli"), the Company's major shareholder, has exercised its right 
to convert its outstanding US$2 million convertible loan (the "Loan") 
into ordinary shares of 0.5 pence each in the Company ("Ordinary 
Shares"). 
 
   Under the terms of the Loan (as announced on 31 December 2015) Fratelli 
had the right to convert the Loan into new Ordinary Shares of Serabi 
(the "New Ordinary Shares") at a price of 3.6 pence per New Ordinary 
Share.  Accordingly, the Board has resolved to issue to Fratelli 
42,312,568 New Ordinary Shares which will, when issued, rank pari passu 
in all respects with the existing Ordinary Shares. Application will be 
made to AIM and to the TSX for the New Ordinary Shares to be admitted to 
trading, which is expected to occur on AIM on or about 19 August 2016. 
 
   Immediately following the exercise of these conversion rights, Fratelli 
will be interested in 386,375,734 Ordinary Shares, representing 55.30% 
of the enlarged issued share capital. 
 
   Mike Hodgson, CEO said: 
 
   "Fratelli continues to be a very strong supporter of the Company. 
Fratelli made this loan available at the end of last year when in common 
with all gold producers, the Company was being faced with a sustained 
period of a falling gold price, and continuing commitments to increase 
the throughput capacity of the process plant as well as development 
expenditure to bring the Sao Chico Mine into full production. 
 
   "Whilst we have always planned our cash flow to ensure we had funds 
available to repay this loan in 2017, with our existing loan from Sprott 
Resource Lending expected to be repaid by the end of 2016 and with this 
convertible loan obligation now also settled, we will be entering 2017 
as a Company free of any long term borrowing and able to apply our cash 
flow to growth and building value." 
 
   Concert Party Interests 
 
   Immediately following the issue of New Ordinary Shares, Fratelli's, and 
the other members of the Concert Party (as defined in the circular to 
shareholders dated 28 January 2014), interest in the Company (and 
assuming full conversion of all existing options held by members of the 
Concert Party) will be as follows: 
 
 
 
 
                                                                                            Interest in 
               Interest in                                                                  the Diluted 
                Enlarged                                                         Exercise    Enlarged 
                Ordinary                                                            of       Ordinary 
Concert Party     Share     Percentage of Enlarged Ordinary Share Capital (Note  existing      Share     Percentage of the Diluted Enlarged Ordinary Share 
       Member    Capital                             1)                           options     Capital                     Capital (Note 2) 
Fratelli 
 Investments 
 Limited       389,375,734                                               55.30%          -  386,375,734                                             55.06% 
Piero Solari 
Donaggio                 -                                                    -          -            -                                                  - 
Sandro Solari 
Donaggio                 -                                                    -          -            -                                                  - 
Carlo Solari 
Donaggio                 -                                                    -          -            -                                                  - 
Nicolas 
 Bañados   22,443,947                                                3.21%  3,200,000   25,643,947                                              3.65% 
Jorge 
 Arancibia 
 Pascal            767,370                                                0.11%          -      767,370                                              0.11% 
Total          409,587,051                                               58.62%  3,200,000  412,787,051                                             58.83% 
 
 
 
 
Note 1  The Enlarged Ordinary Share Capital comprises the 
         existing Ordinary Shares and the New Ordinary Shares. 
Note 2  The Diluted Enlarged Ordinary Share Capital comprises 
         the Enlarged Ordinary Share Capital and the new Ordinary 
         Shares to be issued assuming the exercise by the Concert 
         Party of its entire holding of options. 
 
 
   Total Voting Rights 
 
   Following the issue of the New Ordinary Shares, the Company's issued 
share capital will consist of 698,701,772 Ordinary Shares, with voting 
rights. This figure may be used by shareholders in the Company as the 
denominator for the calculation by which they will determine if they are 
required to notify their interest in, or a change to their interest in, 
the share capital of the Company under the Financial Conduct Authority's 
Disclosure and Transparency Rules. 
 
   This announcement is inside information for the purposes of Article 7 of 
Regulation 596/2014. 
 
   Enquiries: 
 
 
 
 
Serabi Gold plc 
Michael Hodgson                  Tel: [phone] 
Chief Executive                  Mobile: [phone] 
 
Clive Line                       Tel: [phone] 
Finance Director                 Mobile: [phone] 
 
Email: [e-mail] 
Website: www.serabigold.com 
 
Beaumont Cornish Limited 
 Nominated Adviser 
Roland Cornish                   Tel: [phone] 
Michael Cornish                  Tel: [phone] 
 
Peel Hunt LLP 
 UK Broker 
Matthew Armitt                   Tel: [phone] 
Ross Allister                    Tel: [phone] 
 
Blythe Weigh Communications Ltd 
 Public Relations 
Tim Blythe                       Tel: [phone] 
Camilla Horsfall                 Tel: [phone] 
 
 
   Copies of this release 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 news 
release. 
 
   Qualified Persons Statement 
 
   The scientific and technical information contained within this 
announcement has been reviewed and approved by Michael Hodgson, CEO of 
the Company. Mr Hodgson is an Economic Geologist by training with over 
25 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. 
 
   Forward Looking Statements 
 
   This press release contains forward-looking statements. All statements, 
other than of historical fact, that address activities, events or 
developments that the Company believes, expects or anticipates will or 
may occur in the future (including, without limitation, statements 
regarding the estimation of mineral resources, exploration results, 
potential mineralization, potential mineral resources and mineral 
reserves) are forward-looking statements. Forward-looking statements are 
often identifiable by the use of words such as "anticipate", "believe", 
"plan", may", "could", "would", "might" or "will", "estimates", "expect", 
"intend", "budget", "scheduled", "forecasts" and similar expressions or 
variations (including negative variations) of such words and phrases. 
Forward-looking statements are subject to a number of risks and 
uncertainties, many of differ materially from those discussed in the 
forward-looking statements. Factors that could cause actual results or 
events to differ materially from current expectations include, among 
other things, without limitation, failure to establish estimated mineral 
resources, the possibility that future exploration results will not be 
consistent with the Company's expectations, the price of gold or copper 
and other risks identified in the Company's most recent annual 
information form filed with the Canadian securities regulatory 
authorities on SEDAR.com. Any forward-looking statement speaks only as 
of the date on which it is made and, except as may be required by 
applicable securities laws, the Company disclaims any intent or 
obligation to update any forward-looking statement. 
 
   ENDS 
 
   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#2035168 
 
 
  http://www.serabigold.com 
 

(END) Dow Jones Newswires

August 15, 2016 02:00 ET (06:00 GMT)

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