Serabi Gold plc Serabi Gold Plc : Proposed Placing

 
TIDMSRB 
 
 
   THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, 
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED 
STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER 
JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE 
IMPORTANT NOTICE WITHIN THIS ANNOUNCEMENT. 
 
   THIS ANNOUNCEMENT (INCLUDING THE APPIX) DOES NOT CONSTITUTE AN OFFER 
TO BUY, ACQUIRE OR SUBSCRIBE FOR (OR THE SOLICITATION OF AN OFFER TO BUY, 
ACQUIRE OR SUBSCRIBE FOR) ORDINARY SHARES TO ANY PERSON WITH A 
REGISTERED ADDRESS IN, LOCATED IN, OR WHO IS A RESIDENT OF, THE UNITED 
STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN, SOUTH AFRICA OR IN ANY 
OTHER JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE 
UNLAWFUL OR CONTRAVENE ANY REGISTRATION OR QUALIFICATION REQUIREMENTS 
UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. 
 
   THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF 
ARTICLE 7 OF THE EU REGULATION 596/2014 
 
   Serabi Gold plc 
 
   ("Serabi" or the "Company") 
 
   Proposed Placing 
 
   Further to the announcement dated 23 March 2018, Serabi Gold plc 
(AIM:SRB, TSX:SBI) is pleased to announce a proposed placing to raise 
gross proceeds of a minimum of US$8.0 million (the "Placing"). 
 
   The Placing is being conducted through an accelerated bookbuilding 
process to be undertaken by Peel Hunt LLP ("Peel Hunt") acting as sole 
bookrunner. The books for the Placing will open with immediate effect. 
 
   Highlights: 
 
 
   -- Intention to raise gross proceeds of a minimum of US$8.0 million through 
      the issue of new ordinary shares in the Company (the "Placing Shares") at 
      a price of 3.6 pence per Placing Share (the "Placing Price") 
 
   -- The Placing, along with with the previously announced subscription of 
      US$15.0 million by Greenstone Resources II L.P. ("Greenstone") (the 
      "Greenstone Subscription") provides the Company with a strong platform to 
      deliver the Company's ambitions to become a 100,000 ounce per annum gold 
      producer within two years 
 
   -- The Placing Price represents a discount of 12.2 per cent. to the closing 
      mid price of 4.1 pence per share on 28 March 2018 and a discount of 0.55 
      per cent. to the closing mid price of 3.62 pence per share on 22 March 
      2018 being the business day prior to the Greenstone Subscription 
 
   -- Funds from the Placing are planned to be used to: 
 
          -- undertake Phase 2 of the drilling programme at the Palito and Sao 
             Chico projects; 
 
          -- further advance the recently acquired Coringa Project; 
 
          -- commence a regional exploration programme; and 
 
          -- repay the US$3.0 million Sprott facility 
 
 
   The completion of the Placing is conditional upon inter alia, the 
approval of shareholders at a general meeting of the Company (the 
"General Meeting"), admission of the Placing Shares to trading on AIM 
and completion of the Greenstone Subscription. 
 
   Michael Hodgson, Chief Executive Officer of Serabi, commented: 
 
   "The proposed placing alongside the US$15 million raised from the 
Greenstone Subscription last week will allow us to accelerate our 
development and exploration programmes at Palito, Sao Chico and Coringa, 
as well as allowing management to focus on other regional growth 
opportunities as well as strengthening the Company's working capital 
position." 
 
   The announcement should be read in its entirety. In particular, you 
should read and understand the information provided in the "Important 
Notice" section and the detailed terms and conditions described in the 
Appendix. 
 
   The person who arranged for the release of this announcement on behalf 
of the Company was Clive Line, Director. 
 
   Enquiries: 
 
 
 
 
Serabi Gold plc 
Michael Hodgson (Chief Executive)  Tel: [phone] 
Clive Line (Finance Director)      Tel: [phone] 
 
 
Peel Hunt LLP 
 Sole Bookrunner 
Corporate 
Ross Allister                      Tel: [phone] 
Richard Crichton                   Tel: [phone] 
James Bavister                     Tel: [phone] 
ECM Syndicate 
Al Rae                             Tel: + 44 (0)20 7418 8642 
 
Beaumont Cornish Limited 
 Nominated Adviser 
Roland Cornish                     Tel: [phone] 
Michael Cornish                    Tel: [phone] 
 
Blytheweigh 
 Public Relations 
Tim Blythe                         Tel: [phone] 
Camilla Horsfall                   Tel: [phone] 
 
 
   IMPORTANT NOTICE 
 
   Neither the contents of the Company's website nor the contents of any 
website accessible from hyperlinks on the Company's website (or any 
other website) is incorporated into, or forms part of, this 
announcement. 
 
   This announcement does not constitute, or form part of, a prospectus 
relating to Serabi Gold plc (the "Company"). No prospectus or admission 
document will be made available in connection with the matters contained 
in this announcement. 
 
   This announcement (including the Appendix) is directed only at: (a) 
persons in member states of the European Economic Area who are qualified 
investors ("Qualified Investors") being persons falling within the 
meaning of Article 2(1)(e) of the EU Prospectus Directive (which means 
Directive 2003/71/EC (as amended by Directive 2010/73/EC)) and includes 
any relevant implementing directive measure in any member state) (the 
"Prospetus Directive"); and (b) if in the United Kingdom, persons who 
(i) have professional experience in matters relating to investments who 
fall within the definition of "investment professionals" in article 
19(5) of the Financial Services and Markets Act 2000 (Financial 
Promotion) Order 2005, as amended (the "Order"), or are high net worth 
companies, unincorporated associations or partnerships or trustees of 
high value trusts as described in article 49(2) of the Order and (ii) 
are "qualified investors" as defined in section 86 of the Financial 
Services and Markets Act 2000 (as amended) (the "FSMA") and (c) 
otherwise, to persons to whom it may otherwise be lawful to communicate 
it (all such persons together being referenced to as "relevant 
persons"). Any investment in connection with the Placing will only be 
available to, and will only be engaged with, relevant persons. Any 
person who is not a relevant person should not act or rely on this 
announcement (including the Appendix) or any of its contents. 
 
   This announcement (including the Appendix) is not for publication or 
distribution, directly or indirectly, in or into the United States of 
America. This announcement is not an offer of securities for sale into 
the United States. The securities referred to herein have not been and 
will not be registered under the U.S. Securities Act of 1933, as amended 
(the "Securities Act"), and may not be offered or sold in the United 
States, except pursuant to an applicable exemption from registration. 
There will be no public offering of the Placing Shares in the United 
Kingdom, the United States or elsewhere. 
 
   This announcement (including the Appendix) is not for release, 
publication or distribution, directly or indirectly, in or into the 
United States, Australia, New Zealand, Canada, South Africa, Japan or 
any jurisdiction where to do so might constitute a violation of local 
securities laws or regulations (a "Prohibited Jurisdiction"). This 
announcement (including the Appendix)  and the information contained 
herein are not for release, publication or distribution, directly or 
indirectly, to persons in a Prohibited Jurisdiction unless permitted 
pursuant to an exemption under the relevant local law or regulation in 
any such jurisdiction. 
 
   This announcement has been issued by and is the sole responsibility of 
the Company. 
 
   Peel Hunt is acting solely as broker exclusively for the Company and no 
one else in connection with the contents of this announcement and will 
not regard any other person (whether or not a recipient of this 
announcement) as its client in relation to the contents of this 
announcement nor will it be responsible to anyone other than the Company 
for providing the protections afforded to its clients or for providing 
advice in relation to the contents of this announcement. Apart from the 
responsibilities and liabilities, if any, which may be imposed on Peel 
Hunt by the FSMA or the regulatory regime established thereunder, Peel 
Hunt accepts no responsibility whatsoever, and makes no representation 
or warranty, express or implied, for the contents of this announcement 
including its accuracy, completeness or verification or for any other 
statement made or purported to be made by it, or on behalf of it, the 
Company or any other person, in connection with the Company and the 
contents of this announcement respect, whether as to the past or the 
future. Peel Hunt accordingly disclaims all and any liability whatsoever, 
whether arising in tort, contract or otherwise (save as referred to 
above), which it might otherwise have in respect of the contents of this 
announcement or any such statement. 
 
   Any indication in this announcement of the price at which the ordinary 
shares in the Company have been subscribed for, or bought or sold, in 
the past cannot be relied upon as a guide to future performance. No 
statement in this announcement is intended to be a profit forecast and 
no statement in this announcement should be interpreted to mean that 
earnings per share of the Company for the current or future financial 
years would necessarily match or exceed the historical published 
earnings per share of the Company. The Placing Shares and the income 
from them may go down as well as up and investors may not get back the 
full amount invested on disposal of the Placing Shares. 
 
   Copies of this announcement are available from the Company's website at 
www.serabigold.com. 
 
   Neither the London Stock Exchange, the Toronto Stock Exchange, nor any 

other securities regulatory authority, has approved or disapproved of 
the contents of this announcement. 
 
   The GBP/USD exchange used in respect of the Placing is GBP1.00:US$1.415. 
 
   Details of the Placing 
 
   The Placing is being conducted through an accelerated bookbuilding 
process to be undertaken by Peel Hunt acting as sole bookrunner (the 
"Bookbuild"). The books for the Placing will open with immediate effect. 
The Placing is subject to the terms and conditions set out in Appendix 1 
(which forms part of this announcement). The timing of the closing of 
the Bookbuild and allocations are at the discretion of Peel Hunt and the 
Company. Closing of the Placing will be announced as soon as practicable 
after the close of the Bookbuild. 
 
   The Placing is not being underwritten and is subject to the conditions 
and termination rights set out in the placing agreement between the 
Company and Peel Hunt (the "Placing Agreement"). Further details of the 
Placing Agreement can be found in the terms and conditions of the 
Placing contained in Appendix 1 of this announcement. 
 
   The completion of the Placing is conditional upon inter alia, the 
approval of shareholders at a general meeting of the Company (the 
"General Meeting"), admission of the Placing Shares to trading on AIM 
and the completion of the Greenstone Subscription. 
 
   At the General Meeting, the Company will be seeking to pass both 
ordinary and special resolutions (which will require votes in favour 
from at least 75% of the ordinary shares in the Company ("Ordinary 
Shares") present and voting at the General Meeting) in order to give 
full effect to the Placing. 
 
   Fratelli Investments Limited who holds Ordinary Shares representing 
approximately 55.13% of the Company's current issued share capital (and 
which following the Greenstone Subscription will equate to 38.69% of the 
Ordinary Shares in issue and capable of being voted at the General 
Meeting) has irrevocably undertaken to vote in favour of the 
resolutions. 
 
   Greenstone (who, on completion of the Greenstone Subscription, will hold 
29.82% of Ordinary Shares in issue and capable of being voted at the 
General Meeting), has, subject to the completion of the Greenstone 
Subscription, irrevocably undertaken to vote in favour of the 
resolutions. 
 
   The Placing Shares will rank pari passu with the existing issued 
ordinary shares. 
 
   Subject to shareholder approval at the General Meeting, application will 
be made to the London Stock Exchange for the Placing Shares to be 
admitted to trading on AIM ("Admission"). Recognising the obligations 
and requirements resulting from the listing of the shares of the Company 
in Canada, it is expected that Admission will take place at 8:00 a.m. on 
or around 14 May 2018 and in any event no later than 14 June 2018. 
Concurrently the Placing Shares will be listed for trading on the TSX. 
 
   A circular convening the General Meeting with an accompanying 
explanatory memorandum which provides further information on the 
proposed resolutions to be considered at the General Meeting will be 
sent to shareholders shortly. This circular will be available at 
www.serabigold.com. 
 
   The Appendix sets out further information relating to the Bookbuild and 
the terms and conditions of the Placing. 
 
   Background to and reasons for the Placing 
 
   Following positive feedback from the Greenstone Subscription, the 
Company decided to pursue a placing to give access to further capital 
and to widen its shareholder base through the introduction of a broad 
range of investors who are also supportive of the Company's plans and 
ambitions. The  further funds raised pursuant to the Placing will allow 
the Company to accelerate further exploration and evaluation work at 
Palito, Sao Chico and Coringa and develop additional growth 
opportunities as the Company moves towards its targeted production of 
100,000 ounces of gold per annum. 
 
   As announced on 23 March 2018, as well as providing working capital for 
the Company's recently acquired Coringa Gold Project ("Coringa"), the 
Greenstone Subscription will allow the Company to expand its current 
8,000 metre drill programme. This current programme is focusing on step 
out drilling on the current Palito mineral resources, and the Greenstone 
Subscription allows the Company to continue this programme at Palito 
beyond the current 8,000 metres, as well as commence drilling at Sao 
Chico, where drilling will focus on step out drilling within the mining 
tenement as well as drilling the geophysical anomalies identified in 
2016.  The Company intends to use part of the Placing proceeds to 
complete a Phase 2 drilling programme, which comprises drilling the 2011 
discoveries at Palito which do not currently form part of the Group's 
mineral resources, whilst at Sao Chico step out drilling will be 
undertaken along strike and beyond the limits of the current mining 
tenement. 
 
   The Placing proceeds will also enable Serabi to accelerate its regional 
exploration programme and enable the early repayment of  US$3 million of 
the Company's total US$8 million loan with Sprott Resources Lending 
Partnership. 
 
   Use of proceeds 
 
   The directors intend to use the proceeds from the Placing (exclusive of 
costs and commissions which will be met from existing resources) as 
follows: 
 
 
 
 
Use of the Placing procceds 
Coringa Drilling                                   US$2m 
Regional Exploration (Airborne Geophysics)         US$1m 
Drilling programme Palito and Sao Chico - Phase 2  US$2m 
Retirement of Sprott Loan                          US$3m 
Minimum gross proceeds                             US$8m 
 
 
   As announced on 23 March 2018, the proceeds for the Greenstone 
Subscription will be used as follows: 
 
 
 
 
Use of Greenstone Subscription proceeds 
Second Installment of acquisition payment for Coringa  US$5m 
 project which following agreement with the Vendors 
 is now due on 16 April 2018 
2018 Working Capital for Coringa                       US$4m 
Expansion of Drilling programme Palito and Sao Chico   US$4m 
 - Phase 1 
Corporate Working Capital                              US$2m 
Use of Greenstone subscription                         US$15m 
 
 
   Qualified Persons Statement 
 
   The scientific and technical information contained within this 
announcement has been reviewed and approved by Michael Hodgson, a 
Director of the Company. Mr Hodgson is an Economic Geologist by training 
with over 26 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. 
 
   Glossary of Technical Terms 
 
   The following is a glossary of technical terms: 
 
   Note: Mineral resources and reserves were estimated in conformity with 
the widely accepted CIM Estimation of Mineral Resource and Mineral 
Reserves Best Practices Guidelines (the "Guidelines") and are reported 
in accordance with the Canadian Securities Administrators' National 
Instrument 43-101" and the definitions applicable to individual 
categories of reserves and resources are set out in the Guidelines. The 
Glossary below includes only a summary of these definitions and readers 
can access the full definitions at 
http://web.cim.org/standards/menupage.cfm?sections=177&menu=178 
 
   "Au" means gold. 
 
   "CIM" means Canadian Institute of Mining, Metallurgy and Petroleum. 
 
   "development" - excavations used to establish access to the mineralised 
rock and other workings. 
 
   "grade" is the concentration of mineral within the host rock typically 
quoted as grams per tonne (g/t), parts per million (ppm) or parts per 
billion (ppb). 
 
   "g/t" means grams per tonne. 
 
   "Indicated Mineral Resource" is that part of a Mineral Resource for 
which quantity, grade or quality, densities, shape and physical 
characteristics can be estimated with a level of confidence sufficient 
to allow the appropriate application of technical and economic 
parameters, to support mine planning and evaluation of the economic 
viability of the deposit. The estimate is based on detailed and reliable 
exploration and testing information gathered through appropriate 
techniques from locations such as outcrops, trenches, pits, workings and 
drill holes that are spaced closely enough for geological and grade 
continuity to be reasonably assumed. 
 
   "Inferred Mineral Resource" is that part of a Mineral Resource for which 
quantity and grade or quality can be estimated on the basis of 
geological evidence and limited sampling and reasonably assumed, but not 
verified, geological and grade continuity. The estimate is based on 
limited information and sampling gathered through appropriate techniques 
from locations such as outcrops, trenches, pits, workings and drill 
holes. 
 
   "Measured Mineral Resource" is that part of a Mineral Resource for which 
quantity, grade or quality, densities, shape, and physical 
characteristics are so well established that they can be estimated with 
confidence sufficient to allow the appropriate application of technical 
and economic parameters, to support production planning and evaluation 
of the economic viability of the deposit. The estimate is based on 
detailed and reliable exploration, sampling and testing information 
gathered through appropriate techniques from locations such as outcrops, 
trenches, pits, workings and drill holes that are spaced closely enough 
to confirm both geological and grade continuity. 
 
   "Mineral Resource" is a concentration or occurrence of diamonds, natural 
solid inorganic material, or natural solid fossilized organic material 
including base and precious metals, coal, and industrial minerals in or 
on the Earth's crust in such form and quantity and of such a grade or 

quality that it has reasonable prospects for economic extraction. The 
location, quantity, grade, geological characteristics and continuity of 
a Mineral Resource are known, estimated or interpreted from specific 
geological evidence and knowledge. 
 
   "Mineral Reserve" is the economically mineable part of a Measured or 
Indicated Mineral Resource demonstrated by at least a Preliminary 
Feasibility Study. This Study must include adequate information on 
mining, processing, metallurgical, economic and other relevant factors 
that demonstrate, at the time of reporting, that economic extraction can 
be justified. A Mineral Reserve includes diluting materials and 
allowances for losses that may occur when the material is mined. 
 
   "Probable Mineral Reserve" is the economically mineable part of an 
Indicated and, in some circumstances, a Measured Mineral Resource 
demonstrated by at least a Preliminary Feasibility Study. This Study 
must include adequate information on mining, processing, metallurgical, 
economic, and other relevant factors that demonstrate, at the time of 
reporting, that economic extraction can be justified. 
 
   "Proven Mineral Reserve" is the economically mineable part of a Measured 
Mineral Resource. A Proven Mineral Reserve implies a high degree of 
confidence in the Modifying Factors. 
 
   "t" means tonnes 
 
   "Vein" is a generic term to describe an occurrence of mineralised rock 
within an area of non-mineralised rock. 
 
   APPIX 1 
 
   TERMS AND CONDITIONS OF THE PLACING 
 
   THE ANNOUNCEMENT INCLUDING THIS APPIX (TOGETHER THE "ANNOUNCEMENT") 
AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT FOR PUBLICATION, 
RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, 
INTO OR FROM THE UNITED STATES, AUSTRALIA, JAPAN, CANADA, NEW ZEALAND OR 
THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH 
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. 
 
   IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY. 
 
   MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS 
APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION 
PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF 
THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS AS DEFINED IN 
SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 AS AMED, 
("QUALIFIED INVESTORS") BEING PERSONS FALLING WITHIN THE MEANING OF 
ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 
2003/71/EC (AS AMED BY DIRECTIVE 2010/73/EC)) AND INCLUDES ANY 
RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE 
"PROSPECTUS DIRECTIVE"); (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS 
WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING 
TO INVESTMENTS AND ARE "INVESTMENT PROFESSIONALS" FALLING WITHIN ARTICLE 
19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL 
PROMOTION) ORDER 2005 (THE "ORDER"); AND (II) ARE PERSONS FALLING 
WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, 
UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (C) PERSONS TO WHOM 
IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER 
BEING REFERRED TO AS "RELEVANT PERSONS"). 
 
   THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE 
ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY 
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPIX AND THE TERMS 
AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT 
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS APPIX 
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY 
SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT IS NOT AN OFFER OF OR 
SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED 
STATES. 
 
   THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE 
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMED (THE 
"SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, 
EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT 
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NO 
PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES. 
 
   NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES 
REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED 
STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE SECURITIES OR 
PASSED UPON ORORSED THE MERITS OF THE PLACING OR THE ACCURACY OR 
ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE 
CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. 
 
   EACH PLACEE (BEING THE PERSON PROCURED BY PEEL HUNT TO SUBSCRIBE FOR 
PLACING SHARES) SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, 
BUSINESS AND RELATED ASPECTS OF ANY INVESTMENT IN PLACING SHARES. 
 
   Persons who are invited to and who choose to participate in the Placing, 
by making (or on whose behalf there is made) an oral or written offer to 
subscribe for Placing Shares (the "Placees"), will be deemed to have 
read and understood this Announcement, including this Appendix, in its 
entirety and to be making such offer on the terms and conditions, and to 
be providing the representations, warranties, acknowledgements, and 
undertakings contained in this Appendix. In particular, each such Placee 
represents, warrants and acknowledges to Peel Hunt and the Company that: 
 
 
   1. it is a Relevant Person (as defined above) and undertakes that it will 
      acquire, hold, manage or dispose of any Placing Shares that are allocated 
      to it for the purposes of its business; 
 
   2. in the case of any Placing Shares acquired by it as a financial 
      intermediary, as that term is used in Article 3(2) of the Prospectus 
      Directive, (a) the Placing Shares acquired by it in the Placing have not 
      been acquired on behalf of, nor have they been acquired with a view to 
      their offer or resale to, persons in any Member State of the European 
      Economic Area (the "EEA") which has implemented the Prospectus Directive 
      other than Qualified Investors or in circumstances in which the prior 
      consent of Peel Hunt has been given to the offer or resale; or (b) where 
      Placing Shares have been acquired by it on behalf of persons in any 
      member state of the EEA other than Qualified Investors, the offer of 
      those Placing Shares to it is not treated under the Prospectus Directive 
      as having been made to such persons; and 
 
   3. it is located outside the United States and acquiring the Placing Shares 
      in an "'offshore transaction" meeting the requirements of Regulation S 
      under the Securities Act; 
 
 
   The Company and Peel Hunt will rely upon the truth and accuracy of the 
foregoing representations, warranties, acknowledgements and 
undertakings. Peel Hunt does not make any representation to any Placees 
regarding an investment in the Placing Shares referred to in this 
Announcement (including this Appendix). 
 
   This Announcement does not constitute an offer, and may not be used in 
connection with an offer, to sell or issue or the solicitation of an 
offer to buy or subscribe for Placing Shares in any jurisdiction in 
which such offer or solicitation is or may be unauthorised or unlawful 
and any failure to comply with these restrictions may constitute a 
violation of applicable securities laws in such jurisdiction. This 
Announcement and the information contained herein is not for publication 
or distribution, directly or indirectly, to persons in the United States, 
Australia, Canada, New Zealand, Japan or South Africa or in any other 
jurisdiction in which such publication or distribution is unauthorised 
or unlawful. Persons (including, without limitation, custodians, 
nominees and trustees) into whose possession this Announcement and this 
Appendix may come are required by the Company to inform themselves about 
and to observe any restrictions of transfer of this Announcement. No 
public offer of securities of the Company is being made in the United 
Kingdom, the United States or elsewhere. 
 
   In particular, the Placing Shares referred to in this Announcement have 
not been and will not be registered under the Securities Act or any laws 
of or with any securities regulatory authority of any state or other 
jurisdiction of the United States, and may not be offered, sold, pledged 
or otherwise transferred within the United States except pursuant to an 
exemption from, or in a transaction not subject to, the registration 
requirements of the Securities Act and the securities laws of any state 
or other jurisdiction of the United States. No public offering of the 
Placing Shares or any other securities is being made in the United 
States. No money, securities or other consideration from any person 
inside the United States is being solicited pursuant to this 
Announcement, the Placing, or the Bookbuild and, if sent in response to 
the information contained in the Announcement, will not be accepted. 
This Announcement is not an offer of securities for sale into the United 
States. The Placing Shares are being offered and sold outside the United 
States in accordance with Regulation S under the Securities Act. 
 
   The Placing Shares have not been approved or disapproved by the US 
Securities and Exchange Commission, any state securities commission or 
other regulatory authority in the United States, nor have any of the 
foregoing authorities passed upon or endorsed the merits of the Placing 
or the accuracy or adequacy of this Announcement. Any representation to 
the contrary is a criminal offence in the United States. 
 
   The Placing Shares have not been and will not be qualified for 
distribution under applicable Canadian securities laws and, accordingly, 
any offer and distribution of the Placing Shares in Canada will be made 
on a basis that is exempt from the prospectus requirements of Canadian 
securities laws; no prospectus has been lodged with or registered by the 
Australian Securities and Investments Commission or the Japanese 

Ministry of Finance; and the Placing Shares have not been nor will they 
be, registered under or offered in compliance with the securities laws 
of any state, province or territory of Australia, Canada, New Zealand, 
Japan or South Africa. Accordingly, the Placing Shares may not (unless 
an exemption under the relevant securities laws is applicable) be 
offered, sold resold or delivered, directly or indirectly, in or into 
Australia, Canada, New Zealand, Japan or South Africa or any other 
jurisdiction outside the United Kingdom. 
 
   Persons (including, without limitation, nominees and trustees) who have 
a contractual or other legal obligation to forward a copy of this 
Appendix or the Announcement of which it forms part should seek 
appropriate advice before taking any action. 
 
   Terms defined elsewhere in this document have the same meaning in this 
Appendix, unless the context requires otherwise. In this Appendix the 
following additional definition shall apply: 
 
   (a) "Peel Hunt Person" means any person being (i) Peel Hunt or any 
member (partner) of Peel Hunt, (ii) an undertaking which is a subsidiary 
undertaking of Peel Hunt, (iii) a parent undertaking of Peel Hunt or 
(other than Peel Hunt) a subsidiary undertaking of any such parent 
undertaking, or (iv) a director, partner, officer, agent or employee of 
any such person. 
 
   (b) Various dates referred to in this document are stated on the basis 
of the expected timetable for the Placing. It is possible that some of 
these dates may be changed. The expected date for Admission is on or 
around 14 May 2018 and, in any event, the latest date for Admission is 
14 June 2018 (the "Long Stop Date"). 
 
   Information to Distributors 
 
   Solely for the purposes of the product governance requirements contained 
within: (a) EU Directive 2014/65/EU on markets in financial instruments, 
as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated 
Directive (EU) 2017/593 supplementing MiFID II; and (c) local 
implementing measures (together, the "MiFID II Product Governance 
Requirements"), and disclaiming all and any liability, whether arising 
in tort, contract or otherwise, which any "manufacturer" (for the 
purposes of the MiFID II Product Governance Requirements) may otherwise 
have with respect thereto, the Placing Shares have been subject to a 
product approval process, which has determined that the Placing Shares 
the subject of the Placing are: (i) compatible with an end target market 
of retail investors and investors who meet the criteria of "professional 
clients" and "eligible counterparties", each as defined in MiFID II; and 
(ii) eligible for distribution through all distribution channels as are 
permitted by MiFID II (the "Target Market Assessment"). 
 
   Notwithstanding the Target Market Assessment, Distributors should note 
that: the price of the Placing Shares may decline and investors could 
lose all or part of their investment; the Placing Shares offer no 
guaranteed income and no capital protection; and an investment in the 
Placing Shares is compatible only with investors who do not need a 
guaranteed income or capital protection, who (either alone or in 
conjunction with an appropriate financial or other adviser) are capable 
of evaluating the merits and risks of such an investment and who have 
sufficient resources to be able to bear any losses that may result 
therefrom. The Target Market Assessment is without prejudice to the 
requirements of any contractual, legal or regulatory selling 
restrictions in relation to the Placing. Furthermore, it is noted that, 
notwithstanding the Target Market Assessment, Peel Hunt will only 
procure investors who meet the criteria of professional clients and 
eligible counterparties. 
 
   For the avoidance of doubt, the Target Market Assessment does not 
constitute: (a) an assessment of suitability or appropriateness for the 
purposes of MiFID II; or (b) a recommendation to any investor or group 
of investors to invest in, or purchase, or take any other action 
whatsoever with respect to the Placing Shares. 
 
   Each distributor is responsible for undertaking its own target market 
assessment in respect of the Placing Shares and determining appropriate 
distribution channels. 
 
   The Placing 
 
   Peel Hunt has entered into a placing agreement with the Company under 
which it has, on the terms and subject to the conditions set out therein, 
undertaken to use its reasonable endeavours to procure subscribers for 
the Placing Shares at the Placing Price. To the extent Peel Hunt does 
not procure subscribers for Placing Shares as required, including those 
Placees procured by the Company, Peel Hunt will not itself subscribe for 
such shares. 
 
   The Placing Shares will, when issued, be credited as fully paid and will 
rank pari passu in all respects with the existing issued ordinary shares 
in the capital of the Company ("Ordinary Shares"), including the right 
to receive all dividends and other distributions (if any) declared, made 
or paid on or in respect of the Ordinary Shares after the date of issue 
of the Placing Shares. 
 
   Participation in, and principal terms of, the Placing 
 
   Participation in the Placing is only available to persons who may 
lawfully be, and are, invited to participate in it by Peel Hunt. 
 
 
   1. Peel Hunt is arranging the Placing as bookrunner and agent of the 
      Company. 
 
   2. Participation in the Placing will only be available to persons who may 
      lawfully be, and are, invited to participate by Peel Hunt. Peel Hunt and 
      its respective affiliates are entitled to enter orders in the Bookbuild 
      as principal. 
 
   3. The completion of the Bookbuild will be determined by Peel Hunt in its 
      absolute discretion and shall then be announced on a Regulatory 
      Information Service as soon as is practicable following the completion of 
      the Bookbuild. 
 
   4. To make an order in the Bookbuild, prospective Placees should communicate 
      their order by telephone to their usual sales contact at Peel Hunt. Each 
      order should state the number of Placing Shares which the prospective 
      Placee wishes to subscribe for at the Placing Price. Orders may be scaled 
      down by Peel Hunt on the basis referred to paragraph 8 below. 
 
   5. The Bookbuild is expected to close no later than 4.30 pm on 29 March 2018 
      but may be closed earlier or later at the discretion of Peel Hunt. Peel 
      Hunt may, in agreement with the Company accept orders that are received 
      after the Bookbuild has closed. The Company reserves the right to reduce 
      or seek to increase the amount to be raised pursuant to the Placing, in 
      its absolute discretion. The final allocations of the Placing Shares 
      (including as to the identity of the Placees and the number of shares 
      allocated to each Placee at the Placing Price) shall be determined by 
      Peel Hunt in its absolute discretion. 
 
   6. Each Placee's allocation will be confirmed to Placees orally, or by email, 
      by Peel Hunt following the close of the Bookbuild and a trade 
      confirmation or contract note will be dispatched as soon as possible 
      thereafter (the "Contract Note"). The terms of this Appendix will be 
      deemed incorporated into the Contract Note. Peel Hunt's oral or emailed 
      confirmation to such Placee will constitute an irrevocable legally 
      binding commitment upon such person (who will at that point become a 
      Placee) in favour of Peel Hunt and the Company, under which it agrees to 
      subscribe for the number of Placing Shares allocated to it at the Placing 
      Price on the terms and conditions set out in this Appendix (which are 
      deemed to be incorporated in such Contract Note) and in accordance with 
      the Company's Articles of Association. 
 
   7. The Company will make a further announcement following the close of the 
      Bookbuild detailing the number of Placing Shares to be issued. 
 
   8. Subject to paragraphs 4 and 5 above, Peel Hunt may choose to accept 
      orders, either in whole or in part, on the basis of allocations 
      determined at their discretion (in agreement with the Company) and may 
      scale down any orders for this purpose on such basis as it may determine. 
      Peel Hunt may also, notwithstanding paragraphs 4 and 5 above, but subject 
      to the prior consent of the Company (i) allocate Placing Shares after the 
      time of any initial allocation to any person submitting an order after 
      that time; and (ii) allocate Placing Shares after the Bookbuild has 
      closed to any person submitting an order after that time. The Company and 
      Peel Hunt acting together reserve the right not to accept orders or to 
      accept orders in part rather than in whole. 
 
   9. An order in the Bookbuild will be made on the terms and subject to the 
      conditions in this Appendix and will be legally binding on the Placee on 
      behalf of which it is made and, except with Peel Hunt's consent, will not 
      be capable of variation or revocation after the time at which it is 
      submitted. Each Placee will also have an immediate, separate, irrevocable 
      and binding obligation, to pay Peel Hunt (or as Peel Hunt may direct) in 
      cleared funds an amount equal to the product of the Placing Price and the 
      number of Placing Shares for which such Placee has agreed to subscribe. 
      Each Placee's obligations will be owed to Peel Hunt. 
 
  10. Irrespective of the time at which a Placee's allocation pursuant to the 
      Placing is confirmed, settlement for all Placing Shares to be acquired 
      pursuant to the Placing will be required to be made at the same time, on 
      the basis explained below under "Settlement". 
 
  11. All obligations under the Bookbuild and Placing will be subject to 
      fulfilment of the conditions referred to below under "Conditions of the 
      Placing" and to the Placing not being terminated on the basis referred to 
      below under "Conditions to the Placing". 
 

  12. By participating in the Bookbuild, each Placee agrees that its rights and 
      obligations in respect of the Placing will terminate only in the 
      circumstances described below and will not be capable of rescission or 
      termination by the Placee. 
 
  13. To the fullest extent permissible by law and the applicable rules of AIM, 
      neither Peel Hunt nor any of their respective affiliates shall have any 
      liability to Placees (or to any other person whether acting on behalf of 
      a Placee or otherwise whether or not a recipient of these terms and 
      conditions) in respect of the Placing. Each Placee acknowledges and 
      agrees that the Company is responsible for the allotment of the Placing 
      Shares to the Placees and Peel Hunt shall have no liability to the 
      Placees for the failure of the Company to fulfil those obligations. In 
      particular, neither Peel Hunt nor any of its affiliates shall have any 
      liability (including to the extent permissible by law, any fiduciary 
      duties) in respect of Peel Hunt's conduct of the Bookbuild or of such 
      alternative method of effecting the Placing as Peel Hunt and the Company 
      may agree. 
 
  14. In making an investment decision, Placees must rely on their own 
      examination of the Company and its prospects and the terms of the Placing, 
      including the merit and risks involved in investing in the Placing 
      Shares. 
 
  15. Settlement will occur on a date to be advised but expected to be on or 
      around 14 May 2018 ("Closing Date"). 
 
 
   All such times and dates will be subject to amendment at Peel Hunt's 
discretion, except that in no circumstances will the date scheduled for 
Admission be later than the Long Stop Date. 
 
   No Prospectus 
 
   The Placing Shares are being offered to a limited number of specifically 
invited persons only and will not be offered in such a way as to require 
a prospectus in the United Kingdom or in any other jurisdiction. No 
offering document or prospectus has been or will be submitted to be 
approved by the Financial Conduct Authority, the LSE or any other 
regulatory body in relation to the Placing and Placees' commitments in 
respect of Placing Shares will be made solely on the basis of the 
information contained in this Announcement and the terms and conditions 
contained in this appendix. 
 
   Application for Admission to Trading on AIM 
 
   Application will be made to London Stock Exchange plc ("LSE") for the 
Placing Shares to be admitted to trading on AIM, the market owned and 
operated by the LSE ("AIM"), ("Admission"). Admission will occur on a 
date to be advised but expected to be on or around  8.00 am on 14 May 
2018 (or such later date as may be agreed between the Company and Peel 
Hunt, provided that such date is no later than the Long Stop Date). 
 
   Settlement 
 
   Settlement of transactions in the Placing Shares will take place inside 
the CREST system. 
 
   Settlement of transactions in the Placing Shares will, unless otherwise 
agreed, take place on a delivery versus payment basis within the CREST 
system administered by Euroclear UK and Ireland Limited ("CREST"). 
 
   The Company will procure the delivery of the Placing Shares to CREST 
accounts operated by Peel Hunt for the Company and Peel Hunt will enter 
its delivery (DEL) instructions into the CREST system. The input to 
CREST by each Placee of a matching or acceptance instruction will then 
allow delivery of the relevant Placing Shares to that Placee against 
payment. 
 
   The Company reserves the right to require settlement for and delivery of 
the Placing Shares (or a portion thereof) to any Placee in any form it 
requires if, in Peel Hunt's opinion, delivery or settlement is not 
possible or practicable within CREST or would not be consistent with the 
regulatory requirements in the Placee's jurisdiction. 
 
   Following the close of the Bookbuild for the Placing, each Placee 
allocated Placing Shares in the Placing may be sent a Contract Note 
stating the number of Placing Shares, the Placing Price and the 
subscription amount payable to be allocated to it and will be required 
to provide Peel Hunt with funds sufficient to purchase such securities 
prior to the Closing Date. 
 
   Each Placee is deemed to agree that, if it does not comply with these 
obligations, the Company may sell any or all of the Placing Shares 
allocated to that Placee on such Placee's behalf and retain from the 
proceeds, for the Company's account and benefit, an amount equal to the 
aggregate amount owed by the Placee plus any interest due. The relevant 
Placee will, however, remain liable for any shortfall below the 
aggregate amount owed by it and may be required to bear any stamp duty 
or stamp duty reserve tax (together with any interest or penalties) 
which may arise upon the sale of such Placing Shares on such Placee's 
behalf. 
 
   It is expected that settlement will take place on or about 14 May 2018 
in CREST on a T+29 basis in accordance with the instructions set out in 
the Contract Note. Settlement will be through Peel Hunt against CREST 
ID: 871. 
 
   Each Placee agrees that it will do all things necessary to ensure that 
delivery and payment is completed in accordance with the applicable 
registration and settlement procedures, including if applicable, CREST 
rules and regulations and settlement instructions that it has in place 
with Peel Hunt. 
 
   If the Placing Shares are to be delivered to a custodian or settlement 
agent, Placees should ensure that the Contract Note is copied and 
delivered immediately to the relevant person within that organisation. 
 
   Trade date: 29 March 2018 
 
   Settlement date: 14 May 2018 (Electronic) 
 
   ISIN code for the Placing Shares: GB00B4T0YL77 
 
   No UK stamp duty or stamp duty reserve tax should be payable to the 
extent that the Placing Shares are issued into CREST to, or to the 
nominee of, a Placee who holds those shares beneficially (and not as 
agent or nominee for any other person) within the CREST system and 
registered in the name of such Placee or such Placee's nominee provided 
that the Placing Shares are not issued to a person whose business is or 
includes issuing depositary receipts or the provision of clearance 
services or to an agent or nominee for any such person. 
 
   The agreement to settle a Placee's subscription (and/or the subscription 
of a person for whom such Placee is contracting as agent) free of stamp 
duty and stamp duty reserve tax depends on the settlement relating only 
to a subscription by it and/or such person direct from the Company for 
the Placing Shares in question. Such agreement assumes that the Placing 
Shares are not being subscribed for in connection with arrangements to 
issue depositary receipts or to transfer the Placing Shares into a 
clearance service. If there are any such arrangements, or the settlement 
relates to any other subsequent dealing in the Placing Shares, UK stamp 
duty or stamp duty reserve tax may be payable, for which neither the 
Company nor Peel Hunt will be responsible, and the Placee to whom (or on 
behalf of whom, or in respect of the person for whom it is participating 
in the Placing as an agent or nominee) the allocation, allotment, issue 
or delivery of Placing Shares has given rise to such UK stamp duty or 
stamp duty reserve tax undertakes to pay such UK stamp duty or stamp 
duty reserve tax forthwith and to indemnify on an after-tax basis and to 
hold harmless the Company and Peel Hunt in the event that the Company or 
Peel Hunt has incurred any such liability to UK stamp duty or stamp duty 
reserve tax. If this is the case, each Placee should seek its own advice 
and notify Peel Hunt accordingly. 
 
   In addition, Placees should note that they will be liable for any stamp 
duty and all other stamp, issue, securities, transfer, registration, 
documentary or other duties or taxes (including any interest, fines or 
penalties relating thereto) payable outside the UK by them or any other 
person on the subscription by them of any Placing Shares or the 
agreement by them to subscribe for any Placing Shares. 
 
   Placing Agreement 
 
   Peel Hunt entered into the Placing Agreement with the Company today 
under which Peel Hunt has agreed on a conditional basis to use its 
reasonable endeavours as agent of the Company to procure Placees at the 
Placing Price for the Placing Shares. 
 
   Conditions to the Placing 
 
   The Placing is conditional on, among other things: 
 
 
   1. the Company having complied with its obligations and satisfying all 
      conditions to be satisfied by them under the Placing Agreement or the 
      terms of this Appendix which fall to be performed or satisfied on or 
      prior to Admission; 
 
   2. the Placing Agreement not being terminated in accordance with its terms 
      by Peel Hunt; 
 
   3. the subscription agreement dated 23 March 2018 made between the Company 
      and Greenstone Resources II LP in relation to Greenstone's subscription 
      for 297,759,419 new ordinary shares in the Company not having lapsed or 
      been terminated and having been completed in accordance with its terms; 
 
   4. the passing of the resolutions to authorise the issue of the Placing 
      Shares and to dis-apply pre-emptions in respect of the Placing Shares at 
      the General Meeting of the Company; 
 
   5. Admission taking place by the relevant time and date as stated in the 
      Announcement; and 
 
   6. the Placing Agreement becoming unconditional in all other respects. 
 
 
   If: 
 
 
   1. any of the conditions contained in the Placing Agreement in relation to 
      the Placing Shares are not fulfilled or waived (if capable of being 
      waived) by Peel Hunt by the respective time or date where specified (or 
      such later time or date as the Company and Peel Hunt may agree); 
 
   2. any of such conditions becomes incapable of being fulfilled; or 
 
   3. the Placing Agreement is terminated in the circumstances specified below, 
 
 

   the Placing in relation to the Placing Shares will lapse and the 
Placee's rights and obligations hereunder in relation to the Placing 
Shares shall cease and terminate at such time and each Placee agrees 
that no claim can be made by the Placee in respect thereof. 
 
   Peel Hunt may, in its absolute discretion, upon such terms as it thinks 
fit, waive compliance by the Company with certain of the Company's 
obligations in relation to the conditions in the Placing Agreement save 
that the certain conditions including the condition relating to 
Admission taking place may not be waived. Any such extension or waiver 
will not affect the Placees' commitments as set out in this 
Announcement. 
 
   Peel Hunt reserves the right to waive or extend the time and or date for 
the fulfilment of any of the conditions in the Placing Agreement to a 
time no later than 8 00 a.m. on the Long Stop Date. 
 
   If any condition in the Placing Agreement is not fulfilled or waived by 
Peel Hunt by the relevant time, the Placing will lapse and each Placee's 
rights and obligations in respect of the Placing will cease and 
terminate at such time. 
 
   Neither the Company nor Peel Hunt shall have any liability to any Placee 
(or to any other person whether acting on behalf of a Placee or 
otherwise) in respect of any decision it may make as to whether or not 
to waive or to extend the time and/or date for the satisfaction of any 
condition to the Placing nor for any decision they may make as to the 
satisfaction of any condition or in respect of the Placing generally and 
by participating in the Placing, each Placee agrees that any such 
decision is within the absolute discretion of the Company and Peel Hunt. 
 
   Termination 
 
   The Placing Agreement may be terminated by Peel Hunt at any time prior 
to Admission in certain circumstances including, among other things, 
following a material breach of the Placing Agreement by the Company or 
the occurrence of certain force majeure events. The exercise of any 
right of termination pursuant to the Placing Agreement, any waiver of 
any condition in the Placing Agreement and any decision by Peel Hunt 
whether or not to extend the time for satisfaction of any condition in 
the Placing Agreement will be within the absolute discretion of Peel 
Hunt. Following Admission, the Placing Agreement is not capable of 
rescission or termination. 
 
   The rights and obligations of the Placees shall terminate only in the 
circumstances described in these terms and conditions and will not be 
subject to termination by the Placee or any prospective Placee at any 
time or in any circumstances. By participating in the Placing, Placees 
agree that the exercise by Peel Hunt of any right of termination or 
other discretion under the Placing Agreement shall be within the 
absolute discretion of Peel Hunt, and that it need not make any 
reference to Placees and that it shall have no liability to Placees 
whatsoever in connection with any such exercise. 
 
   Offer personal 
 
   The offering of Placing Shares and the agreement arising from acceptance 
of the Placing is personal to each Placee and does not constitute an 
offering to any other person or to the public. A Placee may not assign, 
transfer, or in any other manner, deal with its rights or obligations 
under the agreement arising from the acceptance of the Placing, without 
the prior written agreement of Peel Hunt in accordance with all relevant 
legal requirements. 
 
   Payment default 
 
   A Placee's entitlement to receive any Placing Shares under the Placing 
will be conditional on Peel Hunt's receipt of payment in full for such 
Placing Shares by the relevant time to be stated in the written 
confirmation referred to above, or by such later time and date as Peel 
Hunt and the Company may in their absolute discretion determine, and 
otherwise in accordance with that confirmation's terms. 
 
   If any Placee fails to make such payment by the required time for any 
Placing Shares: 
 
 
   1. the Company may release itself, and (if at its absolute discretion it 
      decides to do so) will be released from, all obligations it may have to 
      allot and/or issue any such Placing Shares to such Placee or at its 
      direction which are then unallotted and/or unissued; 
 
   2. the Company may exercise all rights of lien, forfeiture and setoff over 
      and in respect of any such Placing Shares to the full extent permitted 
      under its Articles of Association or by law and to the extent that such 
      Placee then has any interest in or rights in respect of any such shares; 
 
   3. the Company or Peel Hunt may sell (and each of them is irrevocably 
      authorised by such Placee to do so) all or any of such shares on such 
      Placee's behalf and then retain from the proceeds, for the account and 
      benefit of the Company relating to (or where applicable and in relation 
      to (iii) below only, Peel Hunt): (i) any amount up to the total amount 
      due to it as, or in respect of, allotment monies, or as interest on such 
      monies, for any Placing Shares, (ii) any amount required to cover any 
      stamp duty or stamp duty reserve tax arising on the sale, and (iii) any 
      amount required to cover dealing costs and/or commissions necessarily or 
      reasonably incurred by it in respect of such sale; and 
 
   4. such Placee will remain liable to the Company and to Peel Hunt for the 
      full amount of any losses and of any costs which either of them may 
      suffer or incur as a result of it (i) not receiving payment in full for 
      such Placing Shares by the required time, and/or (ii) the sale of any 
      such Placing Shares to any other person at whatever price and on whatever 
      terms as are actually obtained for such sale by or for it. Interest may 
      be charged in respect of payments not received by Peel Hunt for value by 
      the required time referred to above at the rate of two percentage points 
      above the base rate of Barclays Bank plc. 
 
 
   Placees' representations, warranties and undertakings to the Company and 
Peel Hunt 
 
   By agreeing with Peel Hunt to be allotted Placing Shares under the 
Placing and participating in the Bookbuild, each Placee (and any person 
acting on a Placee's behalf) irrevocably acknowledges and confirms and 
represents and warrants and undertakes to, and agrees with, each of the 
Company and Peel Hunt (in its capacity as placing agent) and each of 
their respective affiliates, in each case as a fundamental term of such 
Placee's acceptance of its Placing participation and of the Company's 
obligation to allot and/or issue any Placing Shares to it or at its 
direction, that: 
 
 
   1. it has read the Announcement in full, including this Appendix, and agrees 
      to and accepts all the terms set out in the Announcement, including this 
      Appendix, and that its acquisition of the Placing Shares is subject to 
      and based upon all the terms, conditions, representations, warranties, 
      acknowledgements, agreements and undertakings and other information 
      contained therein; 
 
   2. its rights and obligations in respect of the Placing will terminate only 
      in the circumstances referred to in this Appendix and will not be subject 
      to rescission or termination by it in any circumstances; 
 
   3. it accepts that the content of the Announcement (excluding this Appendix) 
      is exclusively the responsibility of the Company and that neither Peel 
      Hunt nor any person acting on its behalf has or shall have any liability 
      for any information, representation or statement contained in this 
      Announcement or any information previously published by or on behalf of 
      the Company and will not be liable for any Placee's decision to 
      participate in the Placing based on any information, representation or 
      statement contained in this Announcement or otherwise; 
 
   4. the only information on which it is entitled to rely and on which such 
      Placee has relied in committing itself to subscribe for the Placing 
      Shares is contained in the Announcement and any information previously 
      published by the Company by notification to a Regulatory Information 
      Service, such information being all that it deems necessary to make an 
      investment decision in respect of the Placing Shares and that it has 
      neither received nor relied on any other information given or 
      representations, warranties or statements made by any Peel Hunt Person or 
      the Company or their respective directors, employees, officers or agents 
      or any other person and neither Peel Hunt nor the Company, including 
      employees or agents nor any person acting on behalf of any of Peel Hunt 
      or the Company will be liable for any Placee's decision to accept an 
      invitation to participate in the Placing based on any other information, 
      representation, warranty or statement; 
 
   5. it has relied on its own investigation of the business, financial or 
      other position of the Company in deciding to participate in the Placing; 
 
   6. it has made an investigation of the pertinent facts relating to the 
      operation of the Company to the extent it deems necessary in order to be 
      fully informed with respect thereto; 
 
   7. it has substantial experience in evaluating and investing in shares of 
      companies similar to the Company such that it is capable of evaluating 
      the merits and risks of an investment in the Company, it has such 
      knowledge and experience in financial and business matters as to be 
      capable of protecting its own interests and evaluating the merits and 
      risks of an investment in the Company and it is able to bear the economic 
      risk of a complete loss of its investment in the Company; 
 
   8. it has not been, and will not be, given any warranty or representation in 
      relation to the Placing Shares or to the Company or to any other member 

      of its Group in connection with the Placing, other than (i) as included 
      in the Announcement by the person(s) responsible for the Announcement, 
      (ii) by the Company as included in this document, and (iii) by the 
      Company to the effect that (1) the Announcement will comply with all 
      relevant requirements of the AIM Rules for Companies at the time of its 
      publication and (2) at the time that the Placee enters into a legally 
      binding commitment to be allotted Placing Shares pursuant to the Placing 
      the Company will not then be in breach of its obligations under the AIM 
      Rules for Companies or applicable law to disclose publicly in the correct 
      manner all such information as is required to be so disclosed by the 
      Company; 
 
   9. it has not relied on any representation or warranty in reaching its 
      decision to be allotted Placing Shares under the Placing, save as given 
      or made by the Company as referred to in the previous paragraph; 
 
  10. it is not a client of Peel Hunt in relation to the Placing and Peel Hunt 
      is not acting for it in connection with the Placing and will not be 
      responsible to it in respect of the Placing for providing protections 
      afforded to it or its clients under the rules of the FCA (the "FCA 
      Rules") or for advising it with regard to the Placing Shares and Peel 
      Hunt shall not be responsible to it or any other person for providing the 
      protections afforded to its customers whether under the FCA Rules or 
      otherwise, or for advising it or any other person in respect of or in 
      connection with such arrangements. In addition any payment by it will not 
      be treated as client money governed by the FCA Rules. It agrees that Peel 
      Hunt shall not be liable to it for any matter arising out of its role as 
      placing agent or otherwise in connection with the Placing and that, where 
      any such liability nevertheless arises as a matter of law, it will 
      immediately waive any claim against Peel Hunt which it may have in 
      respect thereof; 
 
  11. it (or any person acting on its behalf) will pay the full allotment 
      amount at the Placing Price as and when required in respect of all 
      Placing Shares for which it is required to be allotted under its Placing 
      participation and will do all things necessary on its part to ensure that 
      payment for such shares and their delivery to it or at its direction is 
      completed in accordance with the standing CREST instructions (or, where 
      applicable, standing certificated settlement instructions) that it has or 
      puts in place with Peel Hunt, failing which the relevant Placing Shares 
      may be placed with other placees or sold as Peel Hunt may, in its sole 
      discretion and without liability to such Placee decide, and it will 
      remain liable for the shortfall below the net proceeds of such sale and 
      the placing proceeds of the Placing Shares, and may be required to bear 
      any stamp duty or stamp duty reserve tax which may arise upon the placing 
      or sale of such Placee's Placing Shares on its behalf; 
 
  12. its allocation (if any) of Placing Shares will represent a maximum number 
      of Placing Shares which it will be entitled, and required, to be allotted, 
      and that the Company and/or Peel Hunt may call upon it to be allotted a 
      lower number of Placing Shares (if any), but in no event in aggregate 
      more than the aforementioned maximum; 
 
  13. it is entitled to be allotted Placing Shares under the laws of all 
      relevant jurisdictions which apply to it and it has complied, and will 
      fully comply, with all such laws (including where applicable, the 
      Criminal Justice Act 1993, money laundering and terrorist financing under 
      the Anti-Terrorism, Crime and Security Act 2001, the Proceeds of Crime 
      Act 2002, the Terrorism Act 2000, the Terrorism Act 2003, the Terrorism 
      Act 2006, MAR, the Money Laundering Regulations 2007, the Money 
      Laundering, Terrorist Financing and Transfer of Funds (Information on the 
      Payer) Regulations 2017 and part VIII of the Financial Services and 
      Markets Act 2000 (the "Regulations")) and has obtained all governmental 
      and other consents (if any) which may be required for the purpose of, or 
      as a consequence of, such allotment, and it will provide promptly to Peel 
      Hunt such evidence, if any, as to the identity or location or legal 
      status of any person which Peel Hunt may request from it in connection 
      with the Placing (for the purpose of complying with any such laws or 
      ascertaining the nationality of any person or the jurisdiction(s) to 
      which any person is subject or otherwise) in the form and manner 
      requested by Peel Hunt on the basis that any failure by it to do so may 
      result in the number of Placing Shares that are to be allotted and/or 
      issued to it or at its direction pursuant to the Placing being reduced to 
      such number, or to nil, as Peel Hunt may decide at its sole discretion; 
 
  14. that it has identified its clients in accordance with the Regulations and 
      that it has complied fully with its obligations pursuant to the 
      Regulations; 
 
  15. it has observed the laws of all requisite territories, obtained any 
      requisite governmental or other consents, complied with all requisite 
      formalities and paid any issue, transfer or other taxes due in connection 
      with its application in any territory and that it has not taken any 
      action which will or might result in the Company, or Peel Hunt acting in 
      breach of the regulatory or legal requirements of any territory in 
      connection with the Placing, application for Placing Shares or the 
      admission to AIM of the Placing Shares; 
 
  16. it is entitled to subscribe for or purchase the Placing Shares under the 
      laws of all relevant jurisdictions which apply to it and that it has 
      fully observed such laws and obtained all governmental and other consents 
      which may be required thereunder and complied with all necessary 
      formalities; 
 
  17. it has complied and will comply with all applicable provisions of the 
      FSMA with respect to anything done or to be done by it in relation to any 
      Placing Shares in, from or otherwise involving the United Kingdom and it 
      has not made or communicated or caused to be made or communicated, and it 
      will not make or communicate or cause to be made or communicated, any 
      "financial promotion" in relation to Placing Shares in contravention of 
      section 21 of FSMA; 
 
  18. it is a Relevant Person and it is acting as principal only in respect of 
      the Placing or, if it is acting for any other person (i) it is duly 
      authorised to do so, (ii) it is and will remain liable to the Company 
      and/or Peel Hunt for the performance of all its obligations as a Placee 
      in respect of the Placing (regardless of the fact that it is acting for 
      another person), (iii) it is both an "authorised person" for the purposes 
      of FSMA and a "qualified investor" as defined at Article 2.1(e)(i) of the 
      Prospectus Directive acting as agent for such person, and (iv) such 
      person is either (1) a Qualified Investor or (2) its "client" (as defined 
      in section 86(2) of FSMA) that has engaged it to act as his agent on 
      terms which enable it to make decisions concerning the Placing or any 
      other offers of transferable securities on his behalf without reference 
      to him; 
 
  19. in the case of a Relevant Person who acquires any Placing Shares pursuant 
      to the Placing acquired by it as a financial intermediary, as that term 
      is used in Article 3(2) of the Prospectus Directive, it represents and 
      warrants that: 
 
          1. the Placing Shares acquired by it in the Placing have not been 
             acquired on behalf of, nor have they been acquired with a view to 
             their offer or resale to, persons other than Relevant Persons or 
             in circumstances in which the prior consent of Peel Hunt has been 
             given to the offer or resale; or 
 
          2. where Placing Shares have been acquired by it on behalf of persons 
             in any member state of the EEA other than Relevant Persons, the 
             offer of those Placing Shares to it is not treated under the 
             Prospectus Directive as having been made to such persons; 
 
  20. the Placee acknowledges that no offering document, admission document or 
      prospectus has been, or will be, prepared in connection with the Placing 
      and it has not received a prospectus, admission document or other 
      offering document in connection therewith; 
 
  21. it has not and will not make any offer to the public of the Placing 
      Shares for the purposes of section 102B FSMA; 
 
  22. it agrees to be bound by the terms of the articles of association of the 
      Company; 
 
  23. nothing has been done or will be done by it in relation to the Placing or 
      to any Placing Shares that has resulted or will result in any person 
      being required to publish a prospectus in relation to the Company or to 
      any shares in the capital of the Company in accordance with FSMA or the 
      UK Prospectus Rules or in accordance with any other laws applicable in 
      any part of the European Union or the European Economic Area; 
 
  24. (i) it is not, and is not acting in relation to the Placing as nominee or 
      agent for, a person who is or may be liable to stamp duty or stamp duty 
      reserve tax in respect of any agreement to acquire (or any acquisition 
      of) shares or other securities at a rate in excess of 0.5 per cent. 
      (including, without limitation, under sections 67, 70, 93 or 96 of the 
      Finance Act 1986 concerning depositary receipts and clearance services), 

      and the allocation, allotment, issue and/or delivery to it, or any person 
      specified by it for registration as holder, of Placing Shares will not 
      give rise to a liability under any such section, (ii) the person whom it 
      specifies for registration as holder of Placing Shares will be the Placee 
      or the Placee's nominee, and (iii) neither Peel Hunt nor the Company will 
      be responsible to it or anyone else for any liability to pay stamp duty 
      or stamp duty reserve tax resulting from any breach of, or noncompliance, 
      with this paragraph. Each Placee and any person acting on behalf of such 
      Placee agrees to participate in the Placing and it agrees to indemnify 
      the Company and Peel Hunt in respect of the same on the basis that the 
      Placing Shares will be allotted to the CREST account or its affiliate or 
      agent who will hold them as nominee on behalf of such Placee until 
      settlement in accordance with its standing settlement instructions; 
 
  25. it will not treat any Placing Shares in any manner that would contravene 
      any legal or regulatory requirement applicable in any territory or 
      jurisdiction and no aspect of its participation in the Placing will 
      contravene any legal or regulatory requirement applicable in any 
      territory or jurisdiction in any respect or cause the Company or Peel 
      Hunt or their respective directors, officers, employees or agents to 
      contravene any such legal or regulatory requirement in any respect and it 
      has obtained all governmental and other consents which may be required 
      under the laws of the applicable territory or jurisdiction; 
 
  26. if a Placee is a resident in the UK: (i) it is a "qualified investor" 
      within the meaning of Section 86(7) of FSMA; (ii) it is a person of a 
      kind described in Article 19 and/or Article 49 and/or 43 (2) of the Order 
      and it understands that the information contained in this Appendix is 
      only directed at any of the following: (A) persons falling within Article 
      19 of the Order having professional experience in matters relating to 
      investments; (B) persons falling within Article 49 of the Order 
      (including companies and unincorporated associations of high net worth 
      and trusts of high value); or (C) persons to whom it would otherwise be 
      lawful to distribute it; and that, accordingly, any investment or 
      investment activity to which this Appendix relates is available to it as 
      such a person or will be engaged in only with it as such a person; 
 
  27. if a Placee is an investor located within a member state of the European 
      Economic Area, it is: (i) a "qualified investor" within the meaning of 
      Article 2(1)(e) of the Prospectus Directive; and (ii) a "professional 
      client" or an "eligible counterparty" within the meaning set out in MiFID 
      II and as implemented into national law of the relevant EEA state; 
 
  28. (applicable terms and expressions used in this paragraph have the 
      meanings that they have in Regulation S made under the Securities Act) 
      (i) the Placing Shares have not been and will not be registered under the 
      Securities Act or under the securities laws of any State of or other 
      jurisdiction within the United States, (ii) subject to certain exceptions, 
      Placing Shares may not be offered or sold, resold, or delivered, directly 
      or indirectly, into or within the United States (iii) it is (and any such 
      account for which it is acting is) not within the United States and will 
      be acquiring Placing Shares in an "offshore transaction" (iii) neither it, 
      its affiliates, nor any persons acting on its behalf, has engaged or will 
      engage in any directed selling efforts with respect to the Placing Shares, 
      (iv) it will not distribute this document or any offering material 
      relating to Placing Shares, directly or indirectly, in or into the United 
      States or to any persons resident in the United States; 
 
  29. it is not and, if different, the intended beneficial owner of the Placing 
      Shares allocated to it is not, and at the time the Placing Shares are 
      acquired will not be, a resident or national of Canada, Japan, Australia, 
      New Zealand or the Republic of South Africa or a corporation, partnership 
      or other entity organised under the laws of Australia, Canada, New 
      Zealand, South Africa or Japan, and the Placing Shares have not been and 
      will not be registered under the securities legislation of Canada, Japan, 
      Australia, New Zealand or South Africa and, subject to certain exceptions, 
      may not be offered, sold, taken up, renounced or delivered or transferred, 
      directly or indirectly, in or into those jurisdictions; 
 
  30. it will not distribute any press announcement relating to the Placing or 
      any other offering material, directly or indirectly, in or into the 
      United States, Canada, Japan, New Zealand, South Africa or Australia or 
      in or into any other jurisdiction where it would be unlawful to do so or 
      to any person resident in such countries; 
 
  31. where the Placee is acquiring Placing Shares for one or more managed 
      accounts, it represents and warrants that it is authorised in writing by 
      each managed account: (a) to acquire the Placing Shares for each managed 
      account; (b) to make on its behalf the representations, warranties, 
      acknowledgments, undertakings and agreements in this Appendix; and (c) to 
      receive on its behalf any investment letter relating to the Placing in 
      the form provided to it by Peel Hunt; 
 
  32. it acknowledges that Peel Hunt may (at its absolute discretion) satisfy 
      its obligations to procure Placees by itself agreeing to become a Placee 
      in respect of some or all of the Placing Shares or by nominating any 
      other Peel Hunt Person or any person associated with any Peel Hunt Person 
      to do so; 
 
  33. it understands that time is of the essence as regards its obligations 
      under this Appendix; 
 
  34. each right or remedy of the Company or Peel Hunt provided for in this 
      Appendix is in addition to any other right or remedy which is available 
      to such person and the exercise of any such right or remedy in whole or 
      in part will not preclude the subsequent exercise of any such right or 
      remedy; 
 
  35. any document that is to be sent to it in connection with the Placing will 
      be sent at its risk and may be sent to it at any address provided by it 
      to Peel Hunt; 
 
  36. nothing in this Appendix will exclude any liability of any person (i) for 
      any contents of the Announcement as a result of such person being 
      responsible for such contents pursuant to the AIM Rules for Companies, 
      MAR or applicable law or (ii) for fraud on its part, and all times and 
      dates in this Appendix are subject to amendment at the discretion of Peel 
      Hunt except that in no circumstances will the date scheduled for 
      Admission be later than the Long Stop Date; 
 
  37. none of its rights or obligations in respect of the Placing is 
      conditional on any other person agreeing to be allotted any Placing 
      Shares under the Placing and no failure by any other Placee to meet any 
      of its obligations in respect of the Placing will affect any of its 
      obligations in respect of the Placing; 
 
  38. it will indemnify on an after tax basis and hold the Company and Peel 
      Hunt and their respective affiliates harmless from any and all costs, 
      claims, liabilities and expenses (including legal fees and expenses) 
      arising out of or in connection with any breach of the representations, 
      warranties, acknowledgements, agreements and undertakings in this 
      appendix and further agrees that the provisions of this appendix shall 
      survive after completion of the Placing; 
 
  39. Peel Hunt does not have any duty to it similar or comparable to rules of 
      "best execution", "suitability" and "risk warnings" as set out in the 
      Conduct of Business Sourcebook of the FCA; 
 
  40. if acting as a "distributor" (for the purposes of the MiFID II Product 
      Governance Requirements): 
 
          1. it acknowledges that the Target Market Assessment undertaken by 
             Peel Hunt does not constitute: (a) an assessment of suitability or 
             appropriateness for the purposes of MiFID II; or (b) a 
             recommendation to any investor or group of investors to invest in, 
             or purchase, or take any other action whatsoever with respect to 
             the Placing Shares, and each distributor is responsible for 
             undertaking its own target market assessment in respect of the 
             Placing Shares and determining appropriate distribution channels; 
 
          2. notwithstanding any Target Market Assessment undertaken by Peel 
             Hunt, it confirms that it has satisfied itself as to the 
             appropriate knowledge, experience, financial situation, risk 
             tolerance and objectives and needs of the investors to whom it 
             plans to distribute the Placing Shares and that it has considered 
             the compatibility of the risk/reward profile of such Placing 
             Shares with the end target market; 
 
          3. it acknowledges that the price of the Placing Shares may decline 
             and investors could lose all or part of their investment; the 
             Placing Shares offer no guaranteed income and no capital 
             protection; and an investment in the Placing Shares is compatible 
             only with investors who do not need a guaranteed income or capital 
             protection, who (either alone or in conjunction with an 
             appropriate financial or other adviser) are capable of evaluating 
             the merits and risks of such an investment and who have sufficient 

             resources to be able to bear any losses that may result therefrom. 
 
  41. it accepts that it is not relying on Peel Hunt to advise whether or not 
      the Placing Shares are in any way a suitable investment for it; 
 
  42. it irrevocably appoints any director or employee of Peel Hunt as its 
      agent for the purpose of executing and delivering to the Company and/or 
      its registrars any document on its behalf necessary to enable it to be 
      registered as the holder of the Placing Shares being issued to it; 
 
  43. it is not presently acting in concert, as defined in the City Code on 
      Takeovers and Mergers, with any existing shareholder or other Placee; 
 
  44. each right or remedy of the Company and Peel Hunt provided for in this 
      Appendix is in addition to any other right or remedy which is available 
      to such person and the exercise of any such right or remedy in whole or 
      in part shall not preclude the subsequent exercise of any such right or 
      remedy; 
 
  45. none of its rights or obligations in respect of the Placing is 
      conditional on any other person agreeing to acquire any Placing Shares 
      under the Placing and no failure by any other Placee to meet any of its 
      obligations in respect of the Placing shall affect any of its obligations 
      in respect of the Placing; 
 
  46. Peel Hunt does not owe any fiduciary or other duties to any Placee in 
      respect of any representations, warranties, undertakings or indemnities 
      in the Placing Agreement; and 
 
  47. the Placee agrees that the Company and Peel Hunt and others will rely 
      upon the truth and accuracy of the foregoing conformations, 
      representations, warranties, acknowledgements undertakings and agreements 
      which are given by each Placee (or persons acting on their behalf) to 
      Peel Hunt and the Company and are irrevocable. 
 
 
   Entire Agreement 
 
   The terms set out in this Announcement (including the Appendix) and the 
allocation of Placing Shares (including the subscription amount payable) 
as confirmed to a Placee, constitute the entire agreement to the terms 
of the Placing and a Placee's participation in the Placing to the 
exclusion of prior representations, understandings and agreements 
between them. Any variation of such terms must be in writing. 
 
   Governing Law and Jurisdiction 
 
   The agreement arising out of acceptance of the Placing and any dispute 
or claim arising out of or in connection with the Placing or formation 
thereof (including non-contractual disputes or claims) shall be governed 
by and construed in accordance with the laws of England. Each Placee 
irrevocably agrees to submit to the exclusive jurisdiction of the courts 
of England to settle any claim or dispute that arises out of or in 
connection with the agreement arising out of acceptance of the Placing 
or its subject matter or formation (including non-contractual disputes 
or claims). 
 
   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

March 29, 2018 02:02 ET (06:02 GMT)

Copyright (c) 2018 Dow Jones & Company, Inc.