SERABI MINING plc
("Serabi" or "the Company")
FILING OF
FINAL PROSPECTUS
PROPOSED
C$4.95 MILLION FINANCING AND CHANGES TO THE BOARD
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 www.sedar.com and
is also available to be viewed on the Company's website at www.serabimining.com.
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 Serabi.
Mr 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:
|
Current:
|
Former:
|
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
|
|
Enquiries:
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
|
|
|
Email: contact@serabimining.com
|
|
Website:
www.serabimining.com
|
|
|
|
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 www.serabimining.com.
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