TIDMSRB 
 
 
   THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT 
CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR 
ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY 
SECURITIES OF SERABI GOLD PLC. 
 
   THIS ANNOUNCEMENT AND THE INFORMATION HEREIN IS RESTRICTED AND IS NOT 
FOR PUBLICATION, RELEASE, TRANSMISSION, DISTRIBUTION OR FORWARDING 
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED 
STATES, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER 
JURISDICTION IN WHICH SUCH PUBLICATION, TRANSMISSION, RELEASE, 
DISTRIBUTION OR FORWARDING WOULD BE UNLAWFUL. 
 
   THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF 
SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND 
HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND 
REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 779021) 
 
   This announcement contains inside information for the purposes of 
Article 7 of Regulation (EU) No 596/2014 which is part of UK law by 
virtue of the European Union (Withdrawal) Act 2018. 
 
   For immediate release 
 
   1 March 2021 
 
   Serabi Gold plc 
 
   ("Serabi" or the "Company") 
 
   PrimaryBid Offer 
 
   Serabi Gold plc (AIM:SRB, TSX:SBI) the Brazil focused gold producer and 
developer, is pleased to announce a conditional offer for subscription 
via PrimaryBid (the "PrimaryBid Offer") of new ordinary shares of 
GBP0.10 each in the Company ("Retail Shares") at an issue price of 
GBP0.75 per Retail Share (the "Issue Price"). The Company is also 
conducting a placing of new ordinary shares ("the Placing Shares" and 
together with the Retail Shares, the "New Ordinary Shares") at the Issue 
Price by way of an accelerated bookbuild process (the "Placing") as 
announced separately today. 
 
   Concurrently with the Placing, Serabi Gold plc will also conduct a 
placing of warrants to subscribe for new ordinary shares of GBP0.10 each 
in the Company ("Warrant Placing" and together with the Placing the 
"Placings"), conditional, amongst other things, upon shareholder 
approval and the Placing.  Only subscribers for Placing Shares will be 
eligible to participate in the Warrant Placing. Subscribers to the 
PrimaryBid Offer will not be eligible to participate in the Warrant 
Placing. 
 
   Alongside the Placing, and conditional on completion of the Placing, the 
Company will redeem all of the outstanding convertible loan notes held 
by Greenstone Resources II LP ("Greenstone"), totalling US$2 million 
together with accrued interest of US$200,000 and the arrangement fee and 
other expenses of approximately US$333,000. Greenstone has indicated its 
intention to subscribe in the Placing for a minimum of 2,414,055 
Ordinary Shares and may subscribe for further Placing Shares up to a 
maximum number of Placing Shares that would result in Greenstone 
maintaining its current interest in the Company subsequent to the 
Placing and the PrimaryBid Offer (and which prior to the announcement of 
the Placing was 25.2% of the issued share capital). 
 
   The PrimaryBid Offer is conditional, amongst other things, on the New 
Ordinary Shares being admitted to trading on the London Stock Exchange's 
AIM market ("Admission"). Admission is expected to be take place at 8.00 
a.m. on 9 March 2021. The PrimaryBid Offer will not be completed without 
the Placing also being completed. 
 
   The Company will use the funds raised by the Placing to: 
 
 
   -- part fund the construction of the Coringa Gold Project which, when in 
      full production, is expected to increase current annual production by 
      approximately 100 per cent. to approximately 80 kozpa; 
 
   -- undertake further regional exploration, including up to c. 32,000m of 
      drilling on priority targets during 2021 as part of the Company's 
      longer-term exploration objective of targeting a mineral resource above 3 
      million ounces of contained gold in aggregate across all of the Company's 
      projects; 
 
   -- redeem the outstanding convertible loan notes held by Greenstone (as 
      noted above); and 
 
   -- repay the remainder of the Equinox debt which as of 31 December 2020 was 
      approximately US$6.6 million including accrued interest. 
 
 
   Any funds raised in the Retail Offer will be allocated towards these 
purposes and for general working capital. The Company will issue a 
maximum of 20 million New Ordinary Shares in connection with the 
Placings. 
 
   Details of the PrimaryBid Offer 
 
   Members of the public may participate in the PrimaryBid Offer by 
applying exclusively through the www.PrimaryBid.com platform and the 
PrimaryBid mobile app available on the Apple App Store and Google Play. 
PrimaryBid does not charge investors any commission for this service. 
 
   The PrimaryBid Offer will be open to retail investors following the 
release of this announcement. The PrimaryBid Offer will close at the 
same time as accelerated bookbuild process (the "Bookbuild") is 
completed. The PrimaryBid Offer may close early if it is oversubscribed. 
 
   There is a minimum subscription of GBP100 per investor under the terms 
of the PrimaryBid Offer which is open to existing shareholders and other 
investors subscribing via PrimaryBid.com. The Company reserves the right 
to scale back any order at its discretion. The Company and PrimaryBid 
each also reserve the right to reject any application for subscription 
under the PrimaryBid Offer without giving any reason for such rejection. 
 
   No commission is charged to investors on applications to participate in 
the PrimaryBid Offer made through PrimaryBid.  It is vital to note that 
once an application for Retail Shares has been made and accepted via 
PrimaryBid, an application cannot be withdrawn. 
 
   It is a term of the PrimaryBid Offer that the total value of Retail 
Shares available for subscription at the Issue Price does not exceed 
EUR8 million or equivalent. Accordingly, the Company is not required to 
publish (and has not published) a prospectus in connection with the 
PrimaryBid Offer as it falls within the exemption set out in section 
86(1)(e) and 86(4) of the Financial Services and Markets Act 2000. 
 
   The PrimaryBid Offer is not being made into any jurisdiction where it 
would be unlawful to do so. In particular, the PrimaryBid Offer is being 
made only to persons who are, and at the time the Retail Shares are 
subscribed for, will be outside the United States and subscribing for 
the Placing Shares in an "offshore transaction" as defined in, and in 
accordance with, Regulation S ("Regulation S") under the U.S. Securities 
Act of 1933, as amended (the "Securities Act"). Persons who are resident 
or otherwise located in the United States will not be eligible to 
register for participation in the offer through PrimaryBid or subscribe 
for Retail Shares. 
 
   The Retail Shares, when issued, will be issued free of all liens, 
charges and encumbrances and will rank pari passu in all respects with 
the other New Ordinary Shares and the Company's existing Ordinary 
Shares. 
 
   The PrimaryBid Offer will be effected using a cash box structure between 
PrimaryBid, the Company and a wholly owned Jersey subsidiary of the 
Company. 
 
   For further details please refer to the PrimaryBid.com website at 
https://www.globenewswire.com/Tracker?data=G4j0zSOFq9q_uELjgw5ntrPnxd_tirPsGHZXe0jZN9ohGB4Oy-eUMH8c30hFYsBDIlrL44SuacuOolY8_O9iQ1vhtSDmfQASV_-h-JEyRe4= 
www.PrimaryBid.com. The terms and conditions on which the PrimaryBid 
Offer is made, including the procedure for application and payment for 
Retail Shares, is available to all persons who register with 
PrimaryBid.com. 
 
   Investors should make their own investigations into the merits of an 
investment in the Company. Nothing in this announcement amounts to a 
recommendation to invest in the Company or amounts to investment, 
taxation or legal advice. It should be noted that a subscription for 
Retail Shares and investment in the Company carries a number of risks. 
Investors should consider the risk factors set out on PrimaryBid.com 
before making a decision to subscribe for Retail Shares. Investors 
should take independent advice from a person experienced in advising on 
investment in securities such as the Retail Shares if they are in any 
doubt. 
 
   For further information, please contact: 
 
 
 
 
Serabi Gold plc 
Michael Hodgson (Chief Executive)  Tel: +44 (0)20 7246 6830 
Clive Line (Finance Director)      Tel: +44 (0)20 7246 6830 
 
 
 
 
 
 
 
     +44 (0)20 7246 6830 
 
 
 
   PrimaryBid Limited 
 
   Charles Spencer / James Deal 
 
   + 44 (0) 203 026 4750 
 
   Beaumont Cornish Limited, Nominated Advisor 
 
   Roland Cornish / Michael Cornish 
 
   +44 (0)20 7628 3396 
 
   Beaumont Cornish Limited ("Beaumont Cornish"), which is authorised and 
regulated in the United Kingdom by the FCA, is acting as Nominated 
Adviser ("Nomad") to the Company in connection with the matters set out 
in this announcement and will not be acting for any other person or 
otherwise be responsible to any person for providing the protections 
afforded to clients of Beaumont Cornish or for advising any other person 
in respect of the matters set out in this announcement or any 
transaction, matter or arrangement referred to in this announcement. 
Beaumont Cornish's responsibilities as the Company's Nomad are owed 
solely to London Stock Exchange and are not owed to any person in 
respect of his or her decision to acquire any shares in the Company. 
 
   IMPORTANT NOTICES 
 
   This announcement (the "Announcement") and the information contained in 
it is not for publication, release, transmission, distribution or 
forwarding, in whole or in part, directly or indirectly, in or into the 
United States, Australia, Japan or South Africa or any other 
jurisdiction in which publication, release or distribution would be 
unlawful. This Announcement is for information purposes only and does 
not constitute an offer to sell or issue, or the solicitation of an 
offer to buy, acquire or subscribe for shares in the capital of the 
Company in the United States, Australia, Japan or South Africa or any 
other state or jurisdiction. This Announcement has not been approved by 
the London Stock Exchange. Any failure to comply with these restrictions 
may constitute a violation of the securities laws of such jurisdictions. 
 
   The New Ordinary Shares have not been and will not be registered under 
the Securities Act or with any securities regulatory authority of any 
state or other jurisdiction of the United States and may not be offered, 
sold, pledged, taken up, exercised, resold, renounced, transferred or 
delivered, directly or indirectly, in or into the United States absent 
registration under the Securities Act, except pursuant to an exemption 
from, or in a transaction not subject to, the registration requirements 
of the Securities Act and in compliance with any applicable securities 
laws of any state or other jurisdiction of the United States. The New 
Ordinary Shares have not been approved, disapproved or recommended by 
the U.S. Securities and Exchange Commission, any state securities 
commission in the United States or any other U.S. regulatory authority, 
nor have any of the foregoing authorities passed upon or endorsed the 
merits of the offering of the New Ordinary Shares. Subject to certain 
exceptions, the securities referred to herein may not be offered or sold 
in the United States, Australia, Japan, South Africa or to, or for the 
account or benefit of, any national, resident or citizen of the United 
States, Australia, Japan, the Republic of South Africa. 
 
   No prospectus has been lodged with, or registered by, the Australian 
Securities and Investments Commission or the Japanese Ministry of 
Finance; the relevant clearances have not been, and will not be, 
obtained for the South Africa Reserve Bank or any other applicable body 
in the Republic of South Africa in relation to the New Ordinary Shares 
and the New Ordinary Shares have not been; and the New Ordinary Shares 
have not been, and nor will they be, registered under or offered in 
compliance with the securities laws of any state, province or territory 
of Australia, Japan or South Africa. Accordingly, the New Ordinary 
Shares may not (unless an exemption under the relevant securities laws 
is applicable) be offered, sold, resold or delivered, directly or 
indirectly, in or into Australia, Japan or South Africa or any other 
jurisdiction outside the United Kingdom or to, or for the account or 
benefit of any national, resident or citizen of Australia, Japan or 
South Africa. 
 
   All offers of the New Ordinary Shares will be made pursuant to an 
exemption under the UK version of Regulation (EU) no 2017/1129 of the 
European Parliament and of the Council of 14 June 2017, which is part of 
UK law by virtue of the European Union (Withdrawal) Act 2018, as amended 
from time to time, and includes any relevant implementing measure in any 
member state (the "Prospectus Regulation") from the requirement to 
produce a prospectus. This Announcement is being distributed to persons 
in the United Kingdom only in circumstances in which section 21(1) of 
FSMA does not apply. 
 
   No prospectus will be made available in connection with the matters 
contained in this Announcement and no such prospectus is required (in 
accordance with the Prospectus Regulation) to be published. Persons 
distributing this Announcement must satisfy themselves that it is lawful 
to do so. Any investment or investment activity to which this 
Announcement and the terms and conditions set out herein relates is 
available only to relevant persons and will be engaged in only with 
relevant persons. 
 
   The distribution of this Announcement and/or the offering of the Retail 
Shares in certain jurisdictions may be restricted by law. No action has 
been taken by the Company or PrimaryBid or any of their respective 
affiliates that would, or which is intended to, permit an offering of 
the Retail Shares in any jurisdiction or result in the possession or 
distribution of this Announcement or any other offering or publicity 
material relating to Retail Shares in any jurisdiction where action for 
that purpose is required. 
 
   Persons distributing any part of this Announcement must satisfy 
themselves that it is lawful to do so. Persons (including, without 
limitation, nominees and trustees) who have a contractual or other legal 
obligation to forward a copy of this Announcement should seek 
appropriate advice before taking any such action. Persons into whose 
possession this Announcement comes are required by the Company and 
PrimaryBid to inform themselves about, and to observe, such 
restrictions. 
 
   This Announcement contains (or may contain) certain forward-looking 
statements with respect to certain of the Company's current expectations 
and projections about future events and the Company's future financial 
condition and performance. These statements, which sometimes use words 
such as "aim", "anticipate", "believe", "may", "will", "should", 
"intend", "plan", "assume", "estimate", "expect", "target", "anticipate", 
"could", "predict", "continue", "positioned", "risk" (or the negative 
thereof) and words of similar meaning, reflect the Directors' current 
beliefs and expectations and involve known and unknown risks, 
uncertainties and assumptions, many of which are outside the Company's 
control and difficult to predict, that could cause actual results and 
performance to differ materially from any expected future results or 
performance expressed or implied by the forward-looking statement. Any 
forward-looking statements made in this Announcement by or on behalf of 
the Company speak only as of the date they are made. These 
forward-looking statements reflect the Company's judgment at the date of 
this Announcement and are not intended to give any assurance as to 
future results and cautions that its actual results of operations and 
financial condition, and the development of the industry in which it 
operates, may differ materially from those made in or suggested by the 
forward-looking statements contained in this Announcement and/or 
information incorporated by reference into this Announcement. Except as 
required by the FCA, the London Stock Exchange, the AIM Rules or 
applicable law, the Company expressly disclaims any obligation or 
undertaking to release publicly any updates, supplements or revisions to 
any forward-looking statements contained in this Announcement to reflect 
any changes in the Company's expectations with regard thereto or any 
changes in events, conditions or circumstances on which any such 
statement is based, except where required to do so under applicable law. 
 
 
   This Announcement does not identify or suggest, or purport to identify 
or suggest, the risks (direct or indirect) that may be associated with 
an investment in the Retail Shares. Any investment decision to buy 
Retail Shares in the PrimaryBid Offer must be made solely on the basis 
of publicly available information, which has not been independently 
verified by PrimaryBid. 
 
   The information in this Announcement may not be forwarded or distributed 
to any other person and may not be reproduced in any manner whatsoever. 
Any forwarding, distribution, reproduction or disclosure of this 
information in whole or in part is unauthorised. Failure to comply with 
this directive may result in a violation of the Securities Act or the 
applicable laws of other jurisdictions. 
 
   This Announcement does not constitute an invitation to underwrite, 
subscribe for or otherwise acquire or dispose of any securities in any 
jurisdiction. This Announcement does not constitute a recommendation 
concerning any investor's option with respect to the PrimaryBid Offer. 
Each investor or prospective investor should conduct his, her or its own 
investigation, analysis and evaluation of the business and data 
described in this Announcement and publicly available information. The 
price and value of securities can go down as well as up. Past 
performance is not a guide to future performance. 
 
   Neither the content of the Company's website nor any website accessible 
by hyperlinks on the Company's website is incorporated in, or forms part 
of, this Announcement. 
 
   NOTWITHSTANDING ANYTHING IN THE FOREGOING, NO PUBLIC OFFERING OF THE NEW 
ORDINARY SHARES IS BEING MADE BY ANY PERSON ANYWHERE AND THE COMPANY HAS 
NOT AUTHORISED OR CONSENTED TO ANY SUCH OFFERING IN RELATION TO THE NEW 
ORDINARY SHARES. 
 
 
 
 

(END) Dow Jones Newswires

March 01, 2021 11:58 ET (16:58 GMT)

Copyright (c) 2021 Dow Jones & Company, Inc.
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