Serabi
Mining plc (AIM: SRB, TSX: SBI, SBI.WT) is pleased to announce that the
Company has completed its Canadian initial public offering of 9,000,000 units
(the "Units") at a price of C$0.55 per Unit (the "Offering
Price") for gross proceeds to the Company of C$4.95 million (the
"Offering"). Each Unit is comprised of one ordinary share (an
"Ordinary Share") and one-half of one ordinary share purchase warrant
of the Company (each whole ordinary purchase warrant, a "Warrant"),
with each Warrant being exercisable to acquire one Ordinary Share at an
exercise price of C$0.75 until 2 December 2012. The Company's Ordinary Shares
and Warrants have begun trading on 30 March 2011 on the Toronto Stock Exchange
(the "TSX") under the symbol SBI and SBI.WT, respectively. The
Offering was led by Fraser Mackenzie Limited as agent to Serabi. The
Ordinary Shares of the Company will continue to be admitted to trading on AIM
The
completion of the Offering and the listing of the Ordinary Shares and Warrants
on the TSX has also resulted in the automatic exercise of 10,070,000 previously
issued special warrants of the Company (the "Special
Warrants"). As a result of this automatic exercise, the Company has
issued a further 10,070,000 Ordinary Shares and 5,035,000 Warrants to holders
of the Special Warrants.
The
proposed new appointments to the Board, announced on 24 March 2011, have also
today taken effect and the Directors are pleased to welcome Sean Harvey, Doug
Jones and Mel Williams as non-executive directors of the Company. Sean Harvey
has also agreed to become Chairman of the Company. Graham Roberts will continue
as a non-executive director of the Company.
In
aggregate 19,070,000 new Ordinary Shares have been issued pursuant to the
Offering and the exercise of the Special Warrants and there are now 63,968,529
Ordinary Shares in issue. The new Ordinary Shares 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. Application will be made for the 19,070,000 new Ordinary Shares
issued pursuant to the Offering and the exercise of the Special Warrants to be
admitted to trading on AIM, which is expected to occur on 5 April 2011.
In
aggregate 9,535,000 Warrants have been issued pursuant to the Offering and the
exercise of the Special Warrants. No application is being
made for the Warrants to be admitted to trading on AIM.
Eldorado
Gold Corporation ("Eldorado") and Greenwood Investments Limited
("Greenwood"), who prior to the Offering were respectively interested
in 26.7%. and 20.0% of the issued Ordinary Shares of the Company, have
participated in the Offering. Eldorado subscribed for 2,340,000 Units
(equivalent to 2,340,000 Ordinary Shares and 1,170,000 Warrants) and Greenwood
subscribed for 1,000,000 Units (equivalent to 1,000,000 Ordinary Shares and
500,000 Warrants) at the Offering Price. Following completion of the Offering
and the exercise of the Special Warrants, Eldorado will be interested in
16,840,000 Shares representing 26.3% of the enlarged share capital of the
Company. Greenwood will be interested in 10,000,000 Shares representing 15.6%
of the enlarged share capital of the Company. Assuming the exercise of the Warrants currently held by Eldorado (but
excluding the exercise of any other securities that Eldorado holds which could
be converted into Ordinary Shares) and after giving effect to the exercise of
the Special Warrants, Eldorado would hold 29.0% of the outstanding Ordinary
Shares, without giving effect to the exercise or conversion of any other
convertible securities of the Company. Assuming the exercise of the
Warrants currently held by Greenwood (but excluding the exercise of any other
securities that Greenwood holds which could be converted into Ordinary Shares)
and after giving effect to the exercise of the Special Warrants, Greenwood
would hold 16.3% of the outstanding Ordinary Shares, without giving effect to
the exercise or conversion of any other convertible securities of the Company.
As
both Eldorado and Greenwood are each interested in more than 10% of the
Company's issued share capital, and as the Offering has not been made on
a pre-emptive basis, the participation by Eldorado and Greenwood in the
Offering (the "Transaction") is a related party transaction for
the purposes of the AIM Rules and applicable Canadian securities laws.
The Directors of Serabi consider for the purposes of the AIM Rules, having
consulted with the Company's nominated adviser, that the terms of the
Transaction are fair and reasonable insofar as the Company's shareholders are
concerned. In
particular the Directors
have taken into account that:
- The Offering, which has been
arranged by the Company's Canadian broker, Fraser Mackenzie Limited, has
been made to a number of institutional and retail investors;
- The Offering has been conducted
concurrently with the listing of the Company's Ordinary Shares and
Warrants on the TSX;
- The net proceeds of the
Offering will be used to
further the Company's current exploration programmes and for general
working capital purposes;
- Eldorado and Greenwood have
each subscribed for Units at the Offering Price;
- Eldorado's subscription
represents 26% of the Offering, equivalent to Eldorado's interest in
Serabi prior to the Offering; and
- Greenwood's subscription
represents 10% of the Offering, compared to Greenwood's interest on Serabi
prior to the Offering of 20%
Caution Regarding Forward-Looking Statements
This press release contains statements that may
constitute forward-looking statements, which may include financial and other
projections, as well as statements regarding future plans, objectives or
economic performance. Forward-looking information involves significant risks,
assumptions, uncertainties and other factors that may cause actual future
results or anticipated events to differ materially from those expressed or
implied and accordingly, investors should not place undue reliance on any such
forward-looking statements. Factors that could cause results to vary
include those expressed in the Company's filings with Canadian securities
regulatory authorities. All information presented herein should be read
in conjunction with such filings.
Enquiries:
Serabi
Mining plc
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Michael
Hodgson
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Tel:
020 7246 6830
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Chief
Executive
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Mobile:
07799 473621
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|
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Clive Line
|
Tel:
020 7246 6830
|
Finance
Director
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Mobile:
07710 151692
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|
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Email:
contact@serabimining.com
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Website:
www.serabimining.com
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|
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Beaumont
Cornish Limited
Nominated
Adviser
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Roland
Cornish
|
Tel:
020 7628 3396
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Michael
Cornish
|
Tel:
020 7628 3396
|
|
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Fraser
Mackenzie Limited
Canadian
Broker
|
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JC St-Amour
|
Tel: +1 416 955 4777
|
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Hybridan LLP
UK Broker
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Claire Noyce
|
Tel: 020 7947 4350
|
|
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Farm Street
Communications
Public
Relations
|
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Simon
Robinson
|
Tel:
07593 340107
|
|
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Fig House
Communications
Investor
Relations
|
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Rebecca
Greco
|
Tel:
+ 1 416 822 6483
|
Copies
of this release are available from the Company's website at www.serabimining.com.