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Serabi Gold Plc

Published : March 28th, 2011

- Filing of Final Prospectus, C$4.95 million financing and Board Changes

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Filing of Final Prospectus, C$4.95 million financing and Board Changes




("Serabi" or "the Company")





Serabi Mining plc the AIM-traded gold exploration company, is pleased to announce that, further to its announcement on 11 February 2011 that it had filed a preliminary prospectus with the securities regulators in Canada, the Company has today filed with the relevant Canadian securities authorities a final prospectus (the "Prospectus") ahead of the proposed listing of its shares on the Toronto Stock Exchange ("TSX") subject to fulfillment of the remaining listing conditions of the TSX.  The Ordinary Shares will continue to be admitted to trading on AIM.


A copy of the Prospectus has been posted on SEDAR at and is also available to be viewed on the Company's website at


Concurrent with the proposed listing of its ordinary shares (the "Shares") on the Toronto Stock Exchange (the "TSX"), the Company is also planning to issue up to 9 million units to raise gross proceeds of up to C$4.95 million (equivalent to approximately �3.10 million).


The Company has engaged Fraser Mackenzie Limited as its broker in Canada, who, on a reasonable best efforts basis, will be offering the units (the "Offering").  Each unit (a "Unit") will be comprised of one new Share and one half of a share purchase warrant entitling the holder of each whole share purchase warrant (an "Offering Warrant") to subscribe for one new Share at a price of $0.75 at any time from the closing date of the Offering until 2 December 2010 .  Each Unit has been priced at 55 cents (equivalent as of 23 March 2011 to 34.40 pence). The TSX has given conditional approval for the Shares to be admitted to trading on the TSX, subject to completion of the Offering and it is currently anticipated that the Offering will close on or about 30 March 2011 (the "Closing"). It is intended that the proceeds of the Offering will be used to further the Company's current exploration programmes and for general working capital purposes. 


Eldorado Gold Corporation ("Eldorado") and Greenwood Investments Limited ("Greenwood"), who respectively are interested in 26.7% and 20.0% of the issued Shares of the Company, have both indicated that they will be participating in the Offering. As both Eldorado and Greenwood are each interested in more than 10 per cent of the Company's issued share capital, and as the Offering is not being made on a pre-emptive basis, any participation by Eldorado or Greenwood would be a related party transaction for the purposes of the AIM Rules. A further announcement will be made in due course in accordance with the AIM Rules should Eldorado or Greenwood participate as indicated in the Offering.


The Prospectus will also qualify (for the purposes of Canadian regulations) the distribution of 10,070,000 units ("SW Units") of the Company, each SW Unit being comprised of one Share and one-half of one share purchase warrant (each whole share purchase warrant a "SW Warrant"), issuable for no additional consideration on the exercise or deemed exercise of 10,070,000 special warrants that were issued by the Company on 2 December 2010 ("Special Warrants").  The Shares that will be issued on exercise will therefore be freely tradeable. Upon Closing, these special warrants will be automatically exercised on behalf of the holders into 10,070,000 new Shares and 5,035,000 share purchase warrants entitling the holder of each whole share purchase warrant to subscribe for one new Share at a price of 75 cents at any time from the closing date of the Offering until 2 December 2012 (the "SW Warrants").


The new Shares to be issued pursuant to the Offering and the new Shares to be issued pursuant to the exercise of the Special Warrants will rank pari passu in all respects with the existing Shares including the right to receive all dividends and other distributions declared, made or paid after the date of their issue and application will be made for the new Ordinary Shares to be admitted to trading on AIM.  Assuming that the Offering is fully subscribed and following the exercise of the Special Warrants, there will be 63,968,529 Shares in issue.


The Company will also be applying to list all of the 4,500,000 Offering Warrants and the 5,035,000 SW Warrants on the TSX.


The Company is also proposing that immediately following the Closing that three new non-executive Directors will be appointed to its board of directors (the "Board"), being Mr. T. Sean Harvey, Mr. Melvyn Williams and Dr. Doug Jones.  The Company also announces that Mr. William Clough, the founder of the Company has stepped down from the Board with immediate effect.  The Board expresses its gratitude to Mr. Clough who was Chief Executive of the Company since its formation until September 2007, for his dedicated service to SerabiMr Clough will continue to make himself available to the Company and provide assistance in a technical and business development capacity.


Terence Sean Harvey, 51, has over 20 years experience in the mining sector and has held senior executive and board positions with various mining companies. Mr. Harvey was President and CEO of Orvana Minerals Corp. from 2005 to 2006. Previously, he was President and CEO of TVX Gold at the time of its sale to Kinross Gold in 2003 and, subsequent to that, was President and CEO of Atlantico Gold, a private company involved in the development of the Amapari Project in Brazil that was sold to Wheaton River Minerals Ltd. (presently Goldcorp Ltd). Mr. Harvey also currently sits on several other mining company boards, including Allied Gold Limited, an ASX, TSX and AIM listed gold exploration and production company.


Douglas (Doug) Alan Jones, 56, is a geologist with 34 years of international exploration, exploration management and consulting experience in the mining industry. Between 2003 and 2007 Dr. Jones served as Vice President Exploration (non-board) for Golden Star Resources, responsible for world wide exploration. Before that he was Chief Geologist, New Business South America at Delta Gold Limited. Dr Jones is currently the Managing Director of ASX and TSX listed Chalice Gold Mines Limited and a non-executive director of ASX listed Liontown Resources Limited.  He is also a non-executive director of TSX and AIM listed Minera IRL Limited, a Latin American precious metals mining, development and exploration company and a former director of TSX, AIM and ASX listed company Moto Goldmines Limited.


Melvyn (Mel) Williams, 62, is the Chief Financial Officer (non-board) and Senior Vice President of Finance and Corporate Development of Brigus Gold, a TSX listed mid-tier gold producer with projects in Ontario, Saskatchewan, Mexico and the Dominican Republic. From 2000 to 2003, Mr Williams served as Chief Financial Officer of TVX Gold, which merged with Kinross Gold in 2003. Mr. Williams has over 30 years of financial experience and currently serves as an independent director of Andina Minerals, a TSX listed Chilean gold exploration company.        


The directorships held by Mr Harvey, Dr Jones and Mr Williams in the previous five years are as follows:


Proposed Director:



Terence Sean Harvey

Allied Gold Limited

Australian Solomons Gold


Andina Holdings Inc

Manicouagan Minerals Inc.


Andina Minerals Inc

Moto Goldmines Ltd


Perseus Mining Limited

Nord Resources Corporation


Sarama Resources

Orvana Minerals Corp.


Victoria Gold Corp.

Polaris Geothermal Inc.







Douglas (Doug) Alan Jones

Minera IRL Limited

Bogoso Holdings


Chalice Gold Mines Limited

Caystar Holdings


Chalice Gold Mines (Eritrea) Pty Ltd

Caystar Management Holdings


Chalice Operations Pty Ltd

Golden Star Exploration Holdings


Keren Mining Pty Ltd

Golden Star Resources (Ghana) Limited


Sub Sahara Resources (Eritrea) Pty Ltd

Moto Goldmines Limited


Universal Gold Pty Ltd

Moto Goldmines Australia PTY Ltd


Western Rift Pty Ltd

Wasford Holdings


Liontown Resources Limited








Melvyn (Mel) Williams

Andina Minerals Inc.



Nickel Mountain Resources AB




Mr Harvey currently holds 100,000 special warrants of Serabi.  Neither, Dr. Jones or Mr. Williams has any interests in the share capital of Serabi. There is no further information on Mr. Harvey, Dr. Jones or Mr. Williams required to be disclosed under Schedule Two, paragraph (g) (i)-(viii) of the AIM Rules for Companies.






Serabi Mining plc



Michael Hodgson

Tel: 020 7246 6830

Chief Executive

Mobile: 07799 473621



Clive Line

Tel: 020 7246 6830

Finance Director

Mobile: 07710 151692









Beaumont Cornish Limited

Nominated Adviser


Roland Cornish

Tel: 020 7628 3396

Michael Cornish

Tel: 020 7628 3396



Fraser Mackenzie Limited

Canadian Broker


JC St-Amour

Tel: +1 416 955 4777



Hybridan LLP

UK Broker


Claire Noyce

Tel: 020 7947 4350



Farm Street Communications

Public Relations


Simon Robinson

Tel: 07593 340107



Fighouse Communications

Investor Relations


Rebecca Greco

Tel: + 1 416 822 6483


Copies of this release are available from the Company's website at



Forward-looking statements

This press release includes certain forward-looking statements. All statements, other than statements of historical fact, included herein, including without limitation, statements regarding the future plans and objectives of Serabi, are forward-looking statements that involve various known and unknown risks and uncertainties as well as other factors. Such forward-looking statements are subject to a number of risks and uncertainties that may cause actual results or events to differ materially from current expectations, including delays in obtaining or failure to obtain required regulatory approvals. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Any forward-looking statements speak only as of the date hereof and, except as may be required by applicable law, Serabi disclaim any obligation to update or modify such forward-looking statements, either as a result of new information, future events or for any other reason.


Qualified Persons Statement

The information contained within this announcement has been reviewed and verified by Michael Hodgson as required by the AIM Guidance Note on Mining. Oil and Gas Companies dated March 2006.  Michael Hodgson is an Economic Geologist by training with 20 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


Data and Statistics for these countries : Brazil | Dominican Republic | Eritrea | Ghana | All
Gold and Silver Prices for these countries : Brazil | Dominican Republic | Eritrea | Ghana | All

Serabi Gold Plc

CUSIP : 00B074J639
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Serabi Gold is a producing gold company based in United kingdom.

Serabi Gold holds various exploration projects in Brazil.

Its main asset in production is PALITO in Brazil and its main exploration properties are TAPAJOS - MODELO, JARDIM DO OURO, TAPAJOS - PIZON and PIAUI STRKE LENGTH in Brazil.

Serabi Gold is listed in Germany, in United Kingdom and in United States of America. Its market capitalisation is GBX 57.8 billions as of today (US$ 64.6 billions, € 57.2 billions).

Its stock quote reached its lowest recent point on October 31, 2008 at GBX 0.25, and its highest recent level on February 28, 2020 at GBX 97.00.

Serabi Gold has 700 843 570 shares outstanding.

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Corporate Presentations of Serabi Gold Plc
7/1/2009- Investor Presentations
4/24/2008Corporate presentation 2008
4/5/2006Corporate presentation
Annual reports of Serabi Gold Plc
Notice of AGM and publication of Annual Report and Accounts
Financings of Serabi Gold Plc
3/30/2011 Completion of TSX Listing,C$4.95 million funding and Board ...
3/28/2011- Filing of Final Prospectus, C$4.95 million financing and B...
2/11/2011Filing of Preliminary Prospectus in Canada
Option Grants of Serabi Gold Plc
5/31/2011Awards 1.130.000 Options to its directors at C$0.60
1/28/2011Award of 1,455,000 stock options to directors
12/3/2007Award of 400,000 stock options
Nominations of Serabi Gold Plc
7/29/2013Serabi Gold plc : Appointment of new Director
1/17/2013Serabi Gold plc : Issue of 270,000,000 Ordinary Shares at 6 ...
7/4/2011(UK) - Appointment of Broker
Financials of Serabi Gold Plc
7/26/2017Strong second quarter production consolidating mid-year posi...
5/13/2016Unaudited Interim Financial Results for the three month peri...
11/14/2013Serabi Gold plc : Financial Results for the third quarter 20...
8/14/2013Serabi Gold plc : Interim Results for the 6 months to 30 Jun...
5/15/2012Serabi Gold plc : Financial Results for the First Quarter 20...
5/17/2011- Release of Q1 Financial Results and Managment Discussion a...
1/21/2011 Unaudited financial results for the 9 months ended 30 Septe...
Project news of Serabi Gold Plc
4/20/2016First quarter update on gold operations at Palito and Sao Ch...
2/5/2014Serabi Gold plc - Exploration Results Continue to Reveal Pro...
1/24/2012Serabi Gold plc : Drilling Update - Upgraded Intercepts Enha...
9/12/2011(Piaui Strke Length)(UK) - Exploration Update - Piaui Strike Length could now ex...
8/11/2011(Jardim Do Ouro)(UK) - Exploration Update - New IP geophysical survey underw...
7/15/2011(Palito)(UK) - Drilling result confirms potential structural and min...
7/11/2011(UK) - Drilling update - Positive drill intersections contin...
6/14/2011(Jardim Do Ouro) - Drilling Update - High Grade Gold Intersected at Currutel...
2/18/2011(Palito)- IBAMA cancels US$2.2 million fine
2/22/2011(Palito)- Correction - Geochemical results from Piaui drill target a...
4/9/2010(Palito)Statement re Update on Palito Gold Project
1/28/2010(Palito)Progress Update
7/9/2008(Palito)Ore Reserve and Mineral Resource Update
10/4/2006(Palito)Commercial production at Palito
Corporate news of Serabi Gold Plc
5/17/2016Award of Share Options
3/30/2016Audited Results for the year ended 31 December 2015
1/6/2016Initial partial draw down of US$5 million convertible loan f...
12/31/2015US$5 million convertible loan facility
12/31/2015Serabi Gold Plc ("Serabi" or the "Company") US$5 million con...
10/29/2015Third quarter 2015 Operational Update
10/29/2015Serabi Gold plc ("Serabi" or the "Company") Third quarter up...
8/14/2015Financial Results for Second Quarter 2015 and Management’s D...
8/14/2015Serabi Gold plc ("Serabi" or the "Company") Unaudited Interi...
8/11/2015Serabi Gold Plc ("Serabi" or the "Company") Voting results f...
7/30/2015Cancellation of Share Premium Account and Deferred Shares
7/30/2015Serabi Gold plc ("Serabi" or the "Company") Cancellation of ...
7/28/2015Serabi Gold plc ("Serabi" or the "Company") Second quarter u...
3/31/2015Audited Results for the year ended 31 December 2014
3/31/2015Serabi Gold plc ("Serabi" or the "Company") Audited Results ...
1/28/2015Assay result of 42 g/t over 3.6 metres from Main Vein develo...
1/28/2015Serabi Gold plc ("Serabi" or the "Company") Assay result of ...
1/23/2015Award of Share Options
1/23/2015Serabi Gold plc ("Serabi" or the "Company") Award of Share O...
1/20/2015Serabi Gold plc ("Serabi" or the "Company") Operational upda...
11/25/2014Approval of Final Exploration Report for Sao Chico
2/12/2014Serabi Gold Plc - First Month of Gold Production at Palito G...
12/23/2013Serabi Gold plc : Directorate change
12/9/2013Serabi on schedule to commence commissioning of Palito plant...
10/8/2013Serabi Gold plc : Drilling at Sao Chico returns further exce...
9/5/2013Serabi Gold plc - Palito Operational Update
9/3/2013Serabi Gold plc : New High Grade Zones Discovered at Sao Chi...
7/8/2013Kenai Shareholders Approve Plan of Arrangement with Serabi G...
6/19/2013Serabi Gold plc : AGM Statement
3/28/2013Serabi Gold plc : Audited Results for the year ended 31 Dece...
1/28/2013Serabi Gold plc : Award of Share Options
1/22/2013Serabi Gold plc : Total voting rights
1/17/2013Serabi Gold plc - Operational Update
1/16/2013Serabi Gold plc : Result of General Meeting
6/18/2012Serabi Gold plc : Result of AGM
6/18/2012Serabi Gold plc : AGM Statement
6/13/2012Positive Preliminary Economic Assessment for Serabi's Palito...
5/21/2012Serabi Gold plc : Award of Share Options
3/29/2012Serabi Gold plc : Audited results for the year ended 31 Dece...
1/24/2012Serabi Gold plc : Drilling Update - High Grade Intersections...
1/24/2012Serabi Gold plc : Issue of Equity - Proposed Placing
12/19/2011Serabi Gold plc : Directorate change
6/27/2011(UK) - Result of AGM
5/16/2011- Notice of Annual General Meeting and Special Meeting
6/16/2010- Share Issue
6/16/2010- Share Subscription Agreement with Eldorado Gold Corporatio...
12/31/2009Total Voting Rights
12/21/2009Variation in Directors Terms of Employment
12/10/2009- Holding in Company
12/3/2009- Additional Placing
12/3/2009- Result of the Open Offer
12/1/2009- Total voting rights
11/20/2009- Holding(s) in Company
11/17/2009- Announcement of Open Offer
11/10/2009- Update on Placing and Issue of further Ordinary Shares
11/10/2009- Placing of Shares, Convertible Facility and Open Offer
10/15/2009- Holding(s) in Company
9/23/2009- Statement re Share Price Movement
9/15/2009- Holding(s) in Company
8/18/2009- Results of Annual General Meeting
8/18/2009- AGM Statement
7/30/2009- 2nd Quarter Investor Update
6/26/2009- Holding(s) in Company
3/9/2009- Holding in Company
2/27/2009- Change of Nomad and Broker
2/24/2009- Holding in Company
2/23/2009- Update on Corporate Events
1/28/2009- Result of General Meeting of Shareholders
1/2/2009- Circular re Proposed Capital Reorganisation
12/8/2008- Update on Strategic Review
11/4/2008- Rule 2.10 Announcement : CORRECTION
11/4/2008- Section 2.10 Announcement
11/3/2008- Announcement re: preliminary approaches
9/22/2008- Holding(s) in Company
7/30/2008- 2nd Quarter Investor Update
4/23/2008 1st Quarter Results - correction
1/14/2008Discovery of new mineralisation close to the Palito gold min...
11/23/2007Director/PDMR Shareholding
10/25/20073rd Quarter Results
9/14/2007Notification of Shareholding
9/11/2007 Exploration Release
7/26/20072nd Quarter Results
6/5/2007Exploration results indicate new mining potential at Palito
6/1/2007AGM Statement
5/17/2007Holding(s) in Company
4/11/2007Mining Final Results
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