Notice of Annual General Meeting
The Company announces that its Annual
General Meeting will be held on Tuesday
27 June
2023, at the offices of Travers
Smith LLP, 10 Snow Hill, London EC1A 2AL, England at 2.00 pm (BST).
The Company has published the formal notice of the meeting (the
“Notice”) on its website which can be accessed using the following
link
https://bit.ly/45BcdkI.
Proxy voting forms are being posted to all shareholders
providing details of how to access the Notice and instructions for
voting. A copy of the Notice together with proxy voting forms is
being posted to all shareholders who are required to receive or
have formally requested to receive these documents.
The Notice contains a letter from the Chairman
of the Company, Mr Michael Lynch-Bell, which is set out below in
Appendix 1.
The person who arranged for the release of this
announcement on behalf of the Company was Clive Line, Director.
Enquiries
SERABI GOLD plcMichael
Hodgson t
+44 (0)20 7246 6830Chief
Executive m
+44 (0)7799 473621
Clive
Line t
+44 (0)20 7246 6830Finance
Director m
+44 (0)7710 151692
e
contact@serabigold.com
www.serabigold.com
BEAUMONT CORNISH
LimitedNominated Adviser & Financial
AdviserRoland Cornish / Michael
Cornish t
+44 (0)20 7628 3396
PEEL HUNT LLPJoint UK
BrokerRoss Allister
t
+44 (0)20 7418 9000
TAMESIS PARTNERS LLPJoint
UK BrokerCharlie Bendon/ Richard
Greenfield t
+44 (0)20 3882 2868
CAMARCOFinancial PRGordon
Poole / Emily
Hall t
+44 (0)20 3757 4980
Copies of this announcement are available from
the Company's website at www.serabigold.com.
See
www.serabigold.com for more information
and follow us on twitter @Serabi_Gold
Appendix 1
The letter from the Chairman of the Company
included in the Notice is reproduced below (without material
adjustment or amendment):
“Dear Shareholder
This document provides the formal notice (the
"Notice") of the 2023 Annual General Meeting of
the Company to be held at Travers Smith LLP, 10 Snow Hill, London
EC1A 2AL England on 27 June 2023 at 2.00 p.m. (London time) (the
"AGM"). The purpose of the AGM is to seek
Shareholders' approval of the resolutions.
Action to be taken by
Shareholders
A Form of Proxy for use by Shareholders
accompanies this document. To be valid, Forms of Proxy must be
completed and returned so as to be received at either the offices
of the Company's UK Registrar, Computershare Investor Services Plc,
The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ or the offices of
the Company's Canadian Registrar, Computershare Investor Services
Inc., 100 University Avenue, 8th Floor, Toronto, Ontario
M5J 2Y1 by not later than 2.00 p.m. (London time) (9.00 a.m.
Eastern time) on 25 June 2023. Alternatively, Shareholders can
appoint a proxy electronically by going to either
www.investorcentre.co.uk/eproxy (for UK appointments) or
www.investorvote.com (for Canadian appointments) or, if they hold
their shares in CREST, Shareholders can appoint a proxy using the
CREST electronic proxy appointment service, in each case by not
later than not later than 2.00 p.m. (London time) (9.00 a.m.
Eastern time) on 25 June 2023 in accordance with the instructions
set out in the "Proxy Instructions" section below and the Form of
Proxy.
Completion and return of a Form of Proxy will
not prevent Shareholders from attending and voting in person at the
AGM should they so wish.
Beneficial Shareholders (as defined in the
"Voting by Beneficial Shareholders" section below on page 14)
should note that only registered Shareholders or their duly
authorised proxy holders are entitled to vote at the AGM. Each
Beneficial Shareholder should ensure that their voting instructions
are communicated to the appropriate person well in advance of the
AGM.
Electronic Communications
The Company actively encourages all shareholders
to register for the electronic communications service. UK
Shareholders can elect for electronic communications and manage
their shareholdings online at www.investorcentre.co.uk.. Canadian
shareholders can enrol to receive future securityholder
communications electronically by visiting
www.investorcentre.com.
Background
This will be the first Annual General Meeting of
the Company since I took on the role of Chair of Serabi in August
2022. This first year has been extremely rewarding and confirmed my
original belief, when I was initially approached to take on the
position of Chair, of Serabi’s potential to deliver strong growth
for its shareholders. Coringa whilst still in development is
currently exceeding our expectations and it has been extremely
exciting to have joined forces with Vale SA, the major Brazilian
mining group, in a copper exploration alliance over the tenements
around the Palito and Sao Chico mines. I consider that this is a
significant endorsement of the exploration potential of the Tapajos
region. With Vale being willing for Serabi to retain 100% of any
gold exploration successes that arises from the work that will be
financed by them, it provides Serabi shareholders with significant
upside potential without any financial commitment.
The exploration programme covered by this
alliance started at the beginning of April and this arrangement
with Vale brings with it up to US$5 million of exploration funding
over the next nine months. Should Vale opt to move to the next
stage they would commit to solely fund all the expenditure for any
copper related project up to a pre-feasibility stage, which could
be over several years. If that study was favourable, it is intended
that a formal joint venture entity would be established in which
Serabi would hold 25% but Vale would nonetheless continue to solely
fund all further expenditures required for the production of a
definitive feasibility study. This is an excellent opportunity for
Serabi and its shareholders to have a risk-free exposure to one or
more potentially significant copper discoveries in the region. The
costs of copper exploration, and in particular the evaluation of
copper porphyry style mineralisation, would otherwise be outside of
the budget capabilities of your company and at the same time it
allows management to focus on the core activities of growing the
Group’s gold production and identifying new gold development
opportunities.
We have previously informed shareholders that
the next stage of licencing for Coringa was contingent upon the
preparation of an indigenous impact report (“ECI”) which the
authorities first requested in late 2021 despite these same
agencies having previously advised that an ECI was not required.
The ECI was finalised at the end of April 2023, and is now being
reviewed by the indigenous communities and will then be passed to
FUNAI, the government agency responsible for the Brazilian
indigenous people, for their final approval. We expect that the
final approval of the study and its positive conclusions will
unlock the delay in the award of the Installation Licence by SEMAS,
the state environmental authority. In the meantime, we are
separately progressing the renewal of the existing trial mining
licence (“GUIA”) under which the current mining activities are
authorised which will ensure that mine development and ore
production can continue. With the ECI completed and approved by all
necessary parties, the requirement of the Brazilian court order of
August 2022 will be satisfied. At this current time, we therefore
believe the legal departments of SEMAS and the ANM will no longer
be restricted in their ability to issue new licences for the
project.
I take this opportunity to reaffirm that in
respect of Coringa, Serabi has at all times complied promptly with
the licencing demands made of it by the relevant authorities. Since
acquiring the project at the end of 2017, we have been engaged with
the local community of the PDS Terra Nossa as well as the
indigenous tribes. Some recent press stories have emerged,
questioning the Company’s activities at Coringa. Since these
stories appeared we have received letters of support for the
ongoing development of the project from representatives of both of
these groups. In 2019 we amended the development plan for Coringa
to install a dry tailings solution for the project in recognition
of environmental concerns of using wet tailings facilities. With
the current plan to use the Palito processing plant, and only have
a crusher and ore sorter at Coringa, this further reduces the
impact on the local communities.
The matters being considered at the 2023 Annual
General Meeting, as set out in the Notice are, for the most part,
items that are routinely considered at such meetings.
I am very much looking forward to meeting with
shareholders at the AGM and having the opportunity to discuss with
them my hopes and expectations for Serabi for the coming years.
Canadian Designated Foreign Issuer
Status
The Company is a "designated foreign issuer" for
the purposes of Canadian Securities Administrators’ National
Instrument 71-102 – Continuous Disclosure and Other Exemptions
Relating to Foreign Issuer ("NI 71-102") and, as
such, the Company is not subject to the same ongoing reporting
requirements as most other reporting issuers in Canada. Generally,
the Company complies with Canadian ongoing reporting requirements
by complying with the regulatory requirements of AIM, which is a
"foreign regulatory authority" (as defined in NI 71-102), and
filing any documents required to be filed with or furnished to AIM
with the securities regulatory authorities in Canada.
Recommendation and importance of
vote
The Directors consider that the resolutions set
out in the Notice being put to the AGM are in the best interests of
the Company and its Shareholders and are most likely to promote the
success of the Company for the benefit of the Shareholders as a
whole.
Accordingly, the Directors unanimously recommend
that Shareholders vote in favour of the proposed resolutions as
they intend to do in respect of their own holdings, where relevant,
amounting to an aggregate of 143,398 Ordinary Shares, representing
approximately 0.2% of the Company's Ordinary Shares in issue at the
date of this document.
Yours faithfully
(Signed) "Michael D Lynch-Bell"Michael D
Lynch-BellNon-executive Chairman”
Assay ResultsAssay results reported within this
release are those provided by the Company's own on-site laboratory
facilities at Palito and have not yet been independently verified.
Serabi closely monitors the performance of its own facility against
results from independent laboratory analysis for quality control
purpose. As a matter of normal practice, the Company sends
duplicate samples derived from a variety of the Company's
activities to accredited laboratory facilities for independent
verification. Since mid-2019, over 10,000 exploration drill core
samples have been assayed at both the Palito laboratory and
certified external laboratory, in most cases the ALS laboratory in
Belo Horizonte, Brazil. When comparing significant assays with
grades exceeding 1 g/t gold, comparison between Palito versus
external results record an average over-estimation by the Palito
laboratory of 6.7% over this period. Based on the results of this
work, the Company's management are satisfied that the Company's own
facility shows sufficiently good correlation with independent
laboratory facilities for exploration drill samples. The Company
would expect that in the preparation of any future independent
Reserve/Resource statement undertaken in compliance with a
recognised standard, the independent authors of such a statement
would not use Palito assay results without sufficient duplicates
from an appropriately certificated laboratory.
Forward-looking statementsCertain statements in
this announcement are, or may be deemed to be, forward looking
statements. Forward looking statements are identified by their use
of terms and phrases such as ‘‘believe’’, ‘‘could’’, “should”
‘‘envisage’’, ‘‘estimate’’, ‘‘intend’’, ‘‘may’’, ‘‘plan’’, ‘‘will’’
or the negative of those, variations or comparable expressions,
including references to assumptions. These forward-looking
statements are not based on historical facts but rather on the
Directors’ current expectations and assumptions regarding the
Company’s future growth, results of operations, performance, future
capital and other expenditures (including the amount, nature and
sources of funding thereof), competitive advantages, business
prospects and opportunities. Such forward looking statements reflect
the Directors’ current beliefs and assumptions and are based on
information currently available to the Directors. A number of
factors could cause actual results to differ materially from the
results discussed in the forward-looking statements including risks
associated with vulnerability to general economic and business
conditions, competition, environmental and other regulatory
changes, actions by governmental authorities, the availability of
capital markets, reliance on key personnel, uninsured and
underinsured losses and other factors, many of which are beyond the
control of the Company. Although any forward-looking statements
contained in this announcement are based upon what the Directors
believe to be reasonable assumptions, the Company cannot assure
investors that actual results will be consistent with such forward
looking statements.
Qualified Persons StatementThe 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
30 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.
Neither the Toronto Stock Exchange, nor any other securities
regulatory authority, has approved or disapproved of the contents
of this news release
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