Serabi Gold Plc

Published : December 31st, 2015

Serabi Gold Plc ("Serabi" or the "Company") US$5 million convertible loan facility

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Serabi Gold Plc ("Serabi" or the "Company") US$5 million convertible loan facility

LONDON, Dec. 31, 2015 (GLOBE NEWSWIRE) -- Serabi Gold plc (AIM:SRB, TSX:SBI), the Brazilian focused gold mining and development company, announces that Fratelli Investments Limited ("Fratelli Investments"), the Company's major shareholder, has agreed to provide an interim unsecured short term working capital convertible loan facility of US$5 million (equivalent to approximately UK[Pounds]3.3 million) (the "Loan") to the Company to provide additional working capital facilities.

Mike Hodgson, CEO said:

"Serabi is a high grade gold producer, targeting to achieve lower than average All-in Sustaining Costs per ounce, and this is critical, faced as we are, with the recent weakness in the gold price. As with all gold producers, we are facing strong economic headwinds, all at a time whilst the Company has continuing commitments for increasing throughput through the process plant as well as development expenditure to bring the Sao Chico Mine into full production. This has restricted the Company's ability to build up its cash reserves. To ensure we can remain on track with our expansion and development plans, this convertible loan facility, kindly provided to us by our major shareholder gives the Company the ability to complete its current development programmes by the early part of the second quarter of 2016 and thus achieve optimal gold production rates as quickly as possible. We do not anticipate that it will be necessary to draw down the full extent of the convertible loan facility".

The Loan is for a period expiring on 31 January 2017 and for a maximum of US$5 million. The facility may be drawn-down in up to three separate instalments of an initial US$2 million and two further installments of US$1.5 million each. The Loan is available to be used at any time up to 30 June 2016. Interest is chargeable at the rate of 12% per annum. There is no prepayment penalty or arrangement fee. The Loan is unsecured and subordinated to the Company's existing loan facilities, including the secured loan facility arrangement provided by the Sprott Resource Lending Partnership (the outstanding balance of which amounted to US$4 million as at 22 December 2015).

The first US$2 million of the Loan is convertible at the election of Fratelli Investments into new Serabi Ordinary Shares at an exercise price of 3.6 pence per new Serabi Ordinary Share at any time. The remaining amount of the Loan, if drawdown, may be repaid by the Company at its option at any time on or before 30 June 2016. Thereafter, Fratelli Investments will have the right to convert all or part of the remaining amount of the Loan into new Serabi Ordinary Shares at an exercise price of 3.6 pence per new Serabi Ordinary Share at any time. Based on an exchange rate of [Pounds]1:US$1.50 up to 92,592,593 new Serabi Ordinary Shares may be issued on conversion of the Loan by Fratelli Investments.

Fratelli Investments is currently interested in 343,613,166 Serabi Ordinary Shares representing 52.35 per cent. of Serabi's current issued share capital and accordingly, Fratelli Investments is able to increase its aggregate shareholding in the Company without incurring any obligation under Rule 9 to make a general offer to the Company's other Shareholders.

Related Party Transactions

AIM

As Fratelli Investments is interested in more than 10 per cent. of the issued ordinary share capital of the Company, the Loan is a related party transaction for the purposes of Rule 13 of the AIM Rules. As Eduardo Rosselot and Nicolas Banados, non-executive directors of the Company, are both nominated Board appointees of Fratelli Investments, they are not independent for the purposes of the AIM Rules. For the purposes of the AIM Rules, the Independent Directors, comprising the Board (other than Eduardo Rosselot and Nicolas Banados) consider, having consulted with the Company's nominated adviser, that the terms of the Loan are fair and reasonable insofar as Shareholders are concerned. The Independent Directors have taken into account in particular that the Loan provides the best short-term funding solution and believe that currently there are no other comparable or acceptable alternative sources of short term funding. The Independent Directors believe that there is sufficient time to refinance the Loan in due course as required.

Canadian Securities Laws

As a result of Fratelli Investment's shareholding interest in Serabi, the Loan is a related party transaction for Serabi under Canadian securities laws pursuant to Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions ("MI 61-101"). In accordance with MI 61-101, Serabi is relying on the exemptions from the requirement to obtain a formal valuation and minority shareholder approval of the Loan on the basis that the board of directors of the Company had determined that the fair market value of the transaction is less than 25% of the market capitalization of the Company. In particular, with the market capitalization of the Company as of 29 December 2015 being approximately US$25.85 million, the fair market value of the Loan represents approximately 19% of the Company's market capitalization.

Enquiries:

Serabi Gold plc
Michael Hodgson Tel: +44 (0)20 7246 6830
Chief Executive Mobile: +44 (0)7799 473621
Clive Line Tel: +44 (0)20 7246 6830
Finance Director Mobile: +44 (0)7710 151692
Email: contact@serabigold.com
Website: www.serabigold.com
Beaumont Cornish Limited
Nominated Adviser
Roland Cornish Tel: +44 (0)20 7628 3396
Michael Cornish Tel: +44 (0)20 7628 3396
Peel Hunt LLP
UK Broker
Matthew Armitt Tel: +44 (0)20 7418 9000
Ross Allister Tel: +44 (0)20 7418 9000
Blythe Weigh Communications Ltd
Public Relations
Tim Blythe Tel: +44 (0)20 7138 3204
Camilla Horsfall Tel: +44 (0)20 7138 3224

Copies of this release are available from the Company's website at www.serabigold.com.

Neither the Toronto Stock Exchange, nor any other securities regulatory authority, has approved or disapproved of the contents of this news release.

Qualified Persons Statement

The scientific and technical information contained within this announcement has been reviewed and approved by Michael Hodgson, CEO of the Company. Mr Hodgson is an Economic Geologist by training with over 25 years' experience in the mining industry. He holds a BSc (Hons) Geology, University of London, a MSc Mining Geology, University of Leicester and is a Fellow of the Institute of Materials, Minerals and Mining and a Chartered Engineer of the Engineering Council of UK, recognizing him as both a Qualified Person for the purposes of Canadian National Instrument 43-101 and by the AIM Guidance Note on Mining and Oil & Gas Companies dated June 2009.

Forward Looking Statements

This press release contains forward-looking statements. All statements, other than of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future (including, without limitation, statements regarding the estimation of mineral resources, exploration results, potential mineralization, potential mineral resources and mineral reserves) are forward-looking statements. Forward-looking statements are often identifiable by the use of words such as "anticipate", "believe", "plan", may", "could", "would", "might" or "will", "estimates", "expect", "intend", "budget", "scheduled", "forecasts" and similar expressions or variations (including negative variations) of such words and phrases. Forward-looking statements are subject to a number of risks and uncertainties, many of differ materially from those discussed in the forward-looking statements. Factors that could cause actual results or events to differ materially from current expectations include, among other things, without limitation, failure to establish estimated mineral resources, the possibility that future exploration results will not be consistent with the Company's expectations, the price of gold or copper and other risks identified in the Company's most recent annual information form filed with the Canadian securities regulatory authorities on SEDAR.com. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement.

Read the rest of the article at finance.yahoo.com

Serabi Gold Plc

PRODUCER
CODE : SRB.L
ISIN : GB00B4T0YL77
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
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5/13/2016Unaudited Interim Financial Results for the three month peri...
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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...
8/16/2011(UK) - INTERIM RESULTS FOR THE 6 MONTHS TO 30 JUNE 2011
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...
4/7/2011- FIRST DRILL TEST OF GEOPHYSICAL TARGETS AT PIAUI INTERSECT...
2/18/2011(Palito)- IBAMA cancels US$2.2 million fine
2/22/2011(Palito)- Correction - Geochemical results from Piaui drill target a...
2/22/2011(Palito)- GEOCHEMICAL RESULTS FROM THE PIAUI DRILL TARGET AT PALITO
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
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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...
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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
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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...
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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...
1/24/2012=?UTF-8?Q?Serabi_Gold_plc_:_Issue_of_Equity_-_Placing_of_27,...
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
5/23/2011- 2011 AIRBORNE GEOPHYSICAL SURVEY RESULTS
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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