Serabi Gold plc Serabi Gold Plc : Notice Of Annual General Meeting And Special Meeting. Proposed Capital Reorganisation

 
TIDMSRB 
 
   For immediate release 
 
   15 May 2018 
 
   Serabi Gold plc 
 
   ("Serabi" or the "Company") 
 
   Notice of Annual General Meeting and Special Meeting(1) 
 
   Proposed capital reorganisation 
 
   The Company announces that its Annual General Meeting will be held on 
Thursday 14 June 2018, at the offices of Farrer & Co. LLP, 20/23 
Lincoln's Inn Fields London WC2A 3LH England at 3.30 pm. The Company has 
published the formal notice of the meeting (the "Notice") on its website 
which can be accessed using the following link https://bit.ly/2wBJMGZ. 
Proxy voting forms are being posted to all shareholders providing 
details of how to access the Notice and instructions for voting.  A copy 
of the Notice together with proxy voting forms and a copy of the 2017 
Annual Report is being posted to all shareholders who are required to 
receive or have formally requested to receive these documents. 
 
   Included in the business that the Board is requesting shareholders to 
consider at this Annual General Meeting is the proposed capital 
reorganisation comprising a consolidation of the Company's existing 
Ordinary Shares on the basis of 20 existing Ordinary Shares of 0.5 pence 
each for one New Ordinary Share of 10 pence each (the "Capital 
Reorganisation"). Further details on the proposed Capital Reorganisation 
are set out in Appendix 2 of this announcement together with a timetable 
of expected principal events in Appendix 3 and statistics relating to 
the Capital Reorganisation in Appendix 4. 
 
   Copies of the 2017 Annual Report are available from the Company's 
website at www.serabigold.com. 
 
   The Notice contains a letter from the Chairman of the Company, Mr Mel 
Williams, which is set out below in Appendix 1. 
 
   (1)           Certain resolutions to be proposed at the meeting will be 
special resolutions requiring approval of more than 75% of the votes 
cast. Under Canadian National Instrument 54-101, the meeting therefore 
also constitutes a Special Meeting. 
 
   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 
Ross Allister                  Tel: [phone] 
James Bavister                 Tel: [phone] 
 
Blytheweigh 
 Public Relations 
Tim Blythe                     Tel: [phone] 
Camilla Horsfall               Tel: [phone] 
 
 
   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. 
 
   Appendix 1 
 
   The letter from the Chairman of the Company included in the Notice is 
reproduced below (without material adjustment or amendment): 
 
   "Dear Shareholder 
 
   This document provides the formal notice (the "Notice") of the 2018 
Annual General Meeting and Special Meeting of the Company to be held at 
the offices of Farrer & Co LLP, 20/23 Lincoln's Inn Fields, London WC2A 
3LH, England on 14 June 2018 at 3.30pm (London time) (the "Meeting"). 
This document also includes additional information that the Company as a 
"reporting issuer" in Canada is required to make available pursuant to 
the requirements of National Instrument 51-102 - Continuous Disclosure 
Obligations ("NI 51-102") of the Canadian Securities Administrators. 
 
   Background 
 
   The matters being considered at the 2018 Annual General Meeting and 
Special Meeting set out in the Notice are for the most part, items that 
are routinely considered at such meetings.  As the Company has 
previously advised, 2018 is expected to be a year where the Company will 
make significant progress towards it ambitions of becoming a 100,000 
ounce per year gold producer.  Both the Palito and Sao Chico Gold Mines 
are now in a steady state with gold production again expected to be 
approximately 40,000 ounces for the year.  Management are progressing 
the permitting process for the Coringa project acquired at the end of 
2017 and in addition, using the funds raised from two share placings 
raising gross proceeds of approximately US$24 million in aggregate, the 
Company is embarking on exploration to expand the resource base at Sao 
Chico and Palito. 
 
   The Company is well funded to significantly advance its immediate growth 
plans and it is possible that exploration at Palito and Sao Chico could 
provide greater expansion opportunities than are currently planned for. 
Meanwhile the Board remains keen to look at other opportunities within 
Brazil where Serabi's management can add value and enhance the project 
for the benefit of Sarabi's shareholders. 
 
   The Board believes that opportunities to advance the development and 
growth of the Company may arise over the next twelve months and for this 
reason is requesting Shareholders to authorise the Board to issue new 
shares to allow the Company to pursue and commit to these opportunities 
quickly as and when 
 
   they arise. 
 
   The Board is also conscious that the current capital structure of the 
Company is not viewed as ideal by many investors particularly those 
based in North America.  The Board considers that to provide the Company 
with the widest access to investors and future capital it is therefore 
essential to address this issue and is therefore proposing the Capital 
Reorganisation, which will include a one for 20 share consolidation.  No 
action will be required by shareholders with holdings through the UK 
share register in electronic form and for those shareholders with their 
holdings in certificated form, current certificates will cease to be 
valid and new certificates will be despatched. Shareholders holding 
their Ordinary Shares through the Canadian share register will be 
required to exchange the certificates representing their Ordinary Shares 
for certificates representing the New Ordinary Shares and should refer 
to the Management Information Circular for instructions. Further 
information regarding the Capital Reorganisation is set out in the 
Management Information Circular. Shareholder approval is required for 
the Capital Reorganisation. 
 
   Recommendation 
 
   The Directors consider that the resolutions set out in the Notice being 
put to the Annual General Meeting and Special Meeting are in the best 
interests of the Company and its Shareholders and are most likely to 
promote the success of the Company for the benefit of the Shareholders 
as a whole. 
 
   Accordingly, the Directors unanimously recommend that Shareholders vote 
in favour of the proposed resolutions as they intend to do in respect of 
their own holdings, where relevant, amounting to an aggregate of 
25,246,920 Ordinary Shares, representing approximately 2.53 per cent of 
the Company's Ordinary Shares in issue as of the date of this Circular 
 
   Yours faithfully 
 
   (Signed) "Melvyn Williams" 
 
   Melvyn Williams 
 
   Non-executive Chairman" 
 
   Appendix 2 
 
   Further details on the Capital Reorganisation 
 
   The further details on the Capital Reorganisation as set out in the 
Notice is reproduced below (without material adjustment or amendment): 
 
   1.                   Background to and reasons for the proposed Capital 
Reorganisation 
 
   The Company currently has in issue 998,602,989 Ordinary Shares of 0.5 
pence each and following the completion of the Placing which is expected 
to occur at 8:00 am on 15 May 2018 will have in issue 1,175,281,434 
Ordinary Shares of 0.5 pence each. The Directors consider that the 
current capital structure of the Company (in terms of price per share 
and number of shares in issue) is not favourably viewed by investors and 
in particular is a significant deterrent to those based in North 
America. The Directors are informed that the current capital structure 
is restricting the liquidity of the Company's Ordinary Shares.  The 
Directors believe that the Capital Reorganisation will eliminate current 
barriers to trading, as well as making the Company's Ordinary Shares a 
more attractive investment for institutional and retail investors, 
particularly in the North American market, thereby widening the pool of 
capital available to the Company in the future. 
 
   The Capital Reorganisation requires the passing of Resolution 7, which 
is an ordinary resolution that seeks authority for the Company to 
undertake a consolidation of its existing Ordinary Shares. 
 
   Consolidation 
 
   Every 20 Ordinary Shares of 0.5 pence each (the "Existing Ordinary 
Shares") will be consolidated into one Ordinary Share of 10 pence each 
(the "New Ordinary Shares"). 
 
   In anticipation of the Resolutions being passed by the Shareholders, the 
Company will immediately prior to the Meeting, issue such number of 
additional Ordinary Shares as will result in the total number of 
Ordinary Shares in issue being exactly divisible by 20. Assuming no 
Ordinary Shares other than the Placing Shares are issued between the 
date of this document and immediately before the Meeting, this will 
result in 6 additional Ordinary Shares being issued and will create 
58,764,072 New Ordinary Shares. Application will be made for the New 
Ordinary Shares to be admitted to trading on AIM and dealings in the New 
Ordinary Shares are expected to commence on 20 June 2018. 
 
   Those 6 additional Ordinary Shares would be issued to the Company 
Secretary. Since these additional shares will represent only a fraction 
of a New Ordinary Share, that fraction will be sold pursuant to the 
arrangement for fractional entitlements as set out below. 
 
   As all of the Existing Ordinary Shares are proposed to be consolidated, 

the proportion of issued Ordinary Shares held by each Shareholder 
immediately before and immediately after the proposed consolidation will 
remain relatively unchanged.  The effect of this is such that your 
shareholding will be rounded down to the nearest whole New Ordinary 
Share upon the consolidation. 
 
   In the event the number of Existing Ordinary Shares registered to a 
Shareholder is not exactly divisible by 20, the consolidation will 
generate an entitlement to a fraction of a New Ordinary Share. Such 
fractional entitlements will be aggregated and sold on the open market 
(see further explanation regarding fractional entitlements below). 
 
   Accordingly, following implementation of the Capital Reorganisation, any 
Shareholder who has a fractional entitlement to any New Ordinary Shares, 
will not have a proportionate shareholding of New Ordinary Shares 
exactly equal to their proportionate holding of Existing Ordinary 
Shares. 
 
   Any Shareholders holding fewer than 20 Existing Ordinary Shares will 
cease to be a Shareholder following implementation of the Capital 
Reorganisation. The minimum threshold to receive New Ordinary Shares 
will be 20 Existing Ordinary Shares. 
 
   Fractional entitlements to New Ordinary Shares 
 
   As set out above, the Capital Reorganisation will give rise to 
fractional entitlements to a New Ordinary Share where any holding is not 
exactly divisible by 20. No certificates regarding fractional 
entitlements will be issued. Instead, any New Ordinary Shares in respect 
of which there are fractional entitlements will be aggregated and sold 
in the market for the best price reasonably obtainable on behalf of the 
Shareholders entitled to them (the "Fractional Shareholders"). 
 
   The Company is required to distribute the proceeds of sale of the 
aggregated fractional entitlements in due proportion to the Fractional 
Shareholders in accordance with article 11.2 of the Articles. However, 
article 11.2 also provides that in the event that the net proceeds of 
sale due to a Shareholder amount to less than GBP3.00, the Directors may 
determine to retain such proceeds for the benefit of the Company. Given 
the current price of the Existing Ordinary Shares, the Company 
anticipates that the net proceeds of sale attribute to each Fractional 
Shareholder will be less than GBP3.00. The Directors therefore 
anticipate that,  as a result of the disproportionate costs, it would 
not be in the best interests of the Company to distribute such proceeds 
of sale and those proceeds will instead be retained for the benefit of 
the Company. 
 
   For the avoidance of doubt, the Company is only responsible for dealing 
with fractions arising on registered holdings. For Shareholders whose 
Ordinary Shares are held in the nominee accounts of  stockbrokers, banks 
or other parties , the effect of the Capital Reorganisation on their 
individual shareholdings will be administered by the stockbroker, bank 
or nominee in whose account the relevant shares are held. The effect is 
expected to be the same as for shareholding registered in beneficial 
names, however, it is the stockbroker's, bank's or nominee's 
responsibility to deal with fractions arising within their customer 
accounts, and not the Company's. 
 
   Appendix 3 
 
   Expected Timetable of Principal Events 
 
 
 
 
Publication of this document                                       15 May 2018 
Latest time and date for receipt of Forms of Proxy        3.30 p.m. on 12 June 
                                                                          2018 
General Meeting                                           3.30 p.m. on 14 June 
                                                                          2018 
Latest time and date for dealings in Existing Ordinary   4.00 p.m. (BST) on 19 
 Shares                                                              June 2018 
Record time for the Capital Reorganisation               6.00 p.m. (BST) on 19 
                                                                     June 2018 
Admission effective and commencement of dealings in      8.00 a.m. (BST) on 20 
 the New Ordinary Shares                                             June 2018 
CREST accounts credited with the New Ordinary Shares              20 June 2018 
Listing on TSX effective and commencement of dealings       8.00 a.m. (Eastern 
 in the New Ordinary Shares                              Time) on 20 June 2018 
CDS accounts credited with the New Ordinary Shares                20 June 2018 
Despatch of definitive certificates to UK shareholders   Not later than 4 July 
 for New Ordinary Shares (in certificated form)                           2018 
 
 
   Appendix 4 
 
   Statistics Relating to the Capital Reorganisation 
 
 
 
 
Existing Ordinary Shares in issue at the date of this 
 document                                                                   998,602,989 
Enlarged Share Capital following completion of the 
 Placing (expected to occur at 8:00 am on 15 May 2018)                    1,175,281,434 
Conversion ratio of Existing Ordinary Shares to New      20 Existing Ordinary Shares to 
 Ordinary Shares                                                   1 New Ordinary Share 
Total expected number of New Ordinary Shares in issue 
 following the Capital Reorganisation (Note 1)                               58,764,072 
ISIN code for the New Ordinary Shares                                      GB00BG5NDX91 
SEDOL for the New Ordinary Shares                                               BG5NDX9 
 
 
   Note 1: Based on completion of the Placing 
 
   ENDS 
 
   This announcement is distributed by Nasdaq Corporate Solutions on behalf 
of Nasdaq 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 
 
 
  http://www.serabigold.com 
 

(END) Dow Jones Newswires

May 15, 2018 05:00 ET (09:00 GMT)

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